UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________

Form 10-Q

_________________________________________________


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~February~~May 2831, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to ______

Commission File Number: 1-11869

_________________________________________________

FACTSET RESEARCH SYSTEMS INC.

(Exact name of registrant as specified in its charter)

_________________________________________________


Delaware			13-3362547
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


45 Glover Avenue, Norwalk, Connecticut			06850
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (203) 810-1000

Former name, former address and former fiscal year, if changed since last report: None

_________________________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	FDS	New York Stock Exchange LLC
		The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

The number of shares outstanding of the registrant’s common stock, $.01 par value, as of ~~March~~June 2827, 2025 was 37,~~947~~806,~~057~~774.

Table of Contents

FactSet Research Systems Inc.

Form 10-Q

For the Quarter Ended ~~February~~May 2831, 2025

Index

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Income for the three and six months ended February 28, 2025 and February 29, 2024	4
	Consolidated Statements of Income for the three and nine months ended May 31, 2025 and May 31, 2024	4
	Consolidated Statements of Comprehensive Income for the three and six months ended February 28, 2025 and February 29, 2024	5
	Consolidated Statements of Comprehensive Income for the three and nine months ended May 31, 2025 and May 31, 2024	5
	Consolidated Balance Sheets at February 28, 2025 and August 31, 2024	6
	Consolidated Balance Sheets at May 31, 2025 and August 31, 2024	6
	Consolidated Statements of Cash Flows for the six months ended February 28, 2025 and February 29, 2024	7
	Consolidated Statements of Cash Flows for the nine months ended May 31, 2025 and May 31, 2024	7
	Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended February 28, 2025 and February 29, 2024	8
	Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended May 31, 2025 and May 31, 2024	8
	Notes to the Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3536
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	53
Item 4.	Controls and Procedures	5455
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	5556
Item 1A.	Risk Factors	5556
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5556
Item 3.	Defaults Upon Senior Securities	56
Item 4.	Mine Safety Disclosures	56
Item 5.	Other Information	56
Item 6.	Exhibits	5758
	Signatures	5859

For additional information about FactSet Research Systems Inc. and access to its Annual Reports to Stockholders and Securities and Exchange Commission filings, free of charge, please visit FactSet’s website (https://investor.factset.com). Any information on or linked from the website is not incorporated by reference into this Quarterly Report on Form 10-Q.

Table of Contents

Special Note Regarding Forward-Looking Statements

~~FactSet~~This ~~Research~~report ~~Systems~~contains ~~Inc.~~forward-looking ~~has~~statements ~~made~~that ~~statements~~express ~~under~~management's ~~the~~current ~~captions~~views ~~Part~~concerning Iexpectations, ~~Item~~estimates, 2.trends, ~~Management’s~~forecasts ~~Discussion~~ and ~~Analysis~~projections ofabout ~~Financial~~future ~~Condition~~events and ~~Results~~circumstances, ofindustries ~~Operations,~~in ~~Part~~which ~~II,~~FactSet ~~Item~~operates ~~1A.~~and ~~Risk~~the ~~Factors,~~beliefs and inassumptions ~~other~~of ~~sections~~management. ofThese ~~this~~statements ~~Quarterly~~may ~~Report~~include onprojections ~~Form~~of ~~10-Q~~our ~~for~~future ~~the~~financial ~~three~~performance and ~~six~~anticipated ~~months~~trends ~~ended~~in ~~February 28,~~our ~~2025, that are forward-looking statements~~business. In some cases, you can identify these statements by words such as "may," "might," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "intends," "projects," "indicates," "predicts," "potential," or "continue," and similar expressions. Statements concerning our financial position, business strategy and plans or objectives for future operations are forward-looking statements.

~~These forward~~Forward-looking statements, ~~which~~ are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance and anticipated trends in our business. These statements are only predictions based on our current expectations, estimates, forecasts and projections about future events. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. ~~There~~Factors ~~are many important factors~~ that could cause our actual results, level of activity, performance or achievements to differ materially from ~~the~~those ~~results, level of activity, performance or achievements~~ expressed or implied byin ~~the~~ forward-looking statements include, ~~including~~among others, the ~~numerous~~ factors discussed under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended August 31, 2024, and Part II, Item 1A. Risk Factors in this Quarterly Report on Form 10-Q, that should be specifically considered. FactSet cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the dates on which they are made. FactSet undertakes no obligations to update or revise any forward-looking statement to reflect results, revised expectations, events or circumstances arising after the date on which it is made, except as required by applicable law.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Forward-looking statements speak only as of the date they are made, and actual results could differ materially from those anticipated in forward-looking statements. We do not intend, and are under no duty, to update any of these forward-looking statements after the date of this Quarterly Report on Form 10-Q to reflect actual results, future events or circumstances, or revised expectations.

We intend that all forward-looking statements we make will be subject to safe harbor protection of the federal securities laws as found in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FactSet Research Systems Inc.

Consolidated Statements of Income – Unaudited

Three Months Ended

~~Six~~Nine Months Ended

February 28,

February 29,

February 28,

February 29,

May 31,

(in thousands, except per share data)

2025

2024

2025

2024

Revenues

~~570~~585,~~660~~520

~~545~~552,~~945~~708

1,~~139~~724,~~327~~847

1,~~088~~640,~~161~~869

Operating expenses

Cost of services

~~269~~280,~~604~~729

~~255~~246,~~142~~986

~~528~~809,~~383~~112

~~506~~753,~~763~~749

Selling, general and administrative

~~115~~110,~~564~~636

~~108~~103,~~861~~263

~~234~~344,~~117~~753

~~210~~313,~~416~~679

Total operating expenses

~~385~~391,~~168~~365

~~364~~350,~~003~~249

~~762~~1,~~500~~153,865

~~717~~1,~~179~~067,428

Operating income

~~185~~194,~~492~~155

~~181~~202,~~942~~459

~~376~~570,~~827~~982

~~370~~573,~~982~~441

Other income (expense), net

Interest income

~~273~~1,509

24,~~847~~568

24,~~974~~483

510,~~859~~427

Interest expense

(1315,~~916~~122)

(16,~~599~~894)

(2843,~~316~~438)

(3350,~~337~~231)

Other income (expense), net

~~471~~(594)

~~455~~399

~~574~~(20)

~~337~~736

Total other income (expense), net

(1314,~~172~~207)

(1311,~~297~~927)

(2438,~~768~~975)

(2739,~~141~~068)

Income before income taxes

~~172~~179,~~320~~948

~~168~~190,~~645~~532

~~352~~532,~~059~~007

~~343~~534,~~841~~373

Provision for income taxes

2731,~~460~~406

2732,~~705~~397

5788,~~177~~583

5486,~~346~~743

Net income

~~144~~148,~~860~~542

~~140~~158,~~940~~135

~~294~~443,~~882~~424

~~289~~447,~~495~~630

Basic earnings per common share

3.8192

34.7015

711.7668

711.6176

Diluted earnings per common share

3.7687

34.6509

711.6653

711.4958

Basic weighted average common shares

3837,~~015~~907

38,~~103~~089

3837,~~010~~976

38,~~059~~069

Diluted weighted average common shares

38,~~510~~344

38,~~650~~640

38,~~513~~457

38,~~646~~644

The accompanying notes are an integral part of these Consolidated Financial Statements.

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FactSet Research Systems Inc.

Consolidated Statements of Comprehensive Income – Unaudited

Three Months Ended

~~Six~~Nine Months Ended

February 28,

February 29,

February 28,

February 29,

May 31,

(in thousands)

2025

2024

2025

2024

Net income

~~144~~148,~~860~~542

~~140~~158,~~940~~135

~~294~~443,~~882~~424

~~289~~447,~~495~~630

Other comprehensive income (loss), net of tax

Net unrealized gain (loss) on cash flow hedges(1)

~~(406)~~5,740

(~~1,186~~335)

(32,~~595)~~145

(23,~~840~~175)

Foreign currency translation adjustment gains (losses)

~~(11~~38,~~926)~~456

(21,~~956~~282)

~~(29~~8,~~545)~~911

(12,~~048~~330)

Other comprehensive income (loss)

~~(12~~44,~~332)~~196

(41,~~142~~617)

~~(33~~11,~~140)~~056

(35,~~888~~505)

Comprehensive income

~~132~~192,~~528~~738

~~136~~156,~~798~~518

~~261~~454,~~742~~480

~~285~~442,~~607~~125

(1) Presented net of a tax ~~benefit~~expense of $~~154~~2,015 thousand and a tax benefit of $~~419~~119 thousand for the three months ended ~~February~~May 2831, 2025 and ~~February~~May 2931, 2024, respectively. Presented net of a tax ~~benefit~~expense of $~~1,259~~756 thousand and a tax benefit of $1,~~007~~126 thousand for the ~~six~~nine months ended ~~February~~May 2831, 2025 and ~~February~~May 2931, 2024, respectively.

The accompanying notes are an integral part of these Consolidated Financial Statements.

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FactSet Research Systems Inc.

Consolidated Balance Sheets – Unaudited

(in thousands, except share data)	~~February~~May 2831, 2025		August 31, 2024
ASSETS
Cash and cash equivalents	$	~~278~~356,~~548~~361	$	422,979
Investments	87,~~471~~684		69,619
Accounts receivable, net of reserves of $14,998 at February 28, 2025 and $14,581 at August 31, 2024	277,636		228,054
Accounts receivable, net of reserves of $13,917 at May 31, 2025 and $14,581 at August 31, 2024	271,851		228,054
Prepaid taxes	7561,~~931~~048		55,103
Prepaid expenses and other current assets	6763,~~055~~534		60,093
Total current assets	~~707~~760,~~641~~478		835,848
Property, equipment and leasehold improvements, net	79,~~739~~627		82,513
Goodwill	1,~~245~~277,~~315~~855		1,011,129
Intangible assets, net	1,~~935~~931,~~488~~210		1,844,141
Deferred taxes	5366,~~546~~870		61,337
Lease right-of-use assets, net	~~118~~119,~~129~~191		130,494
Other assets	~~101~~103,~~584~~531		89,578
TOTAL ASSETS	$	4,~~241~~338,~~442~~762	$	4,055,040
LIABILITIES
Accounts payable and accrued expenses	$	~~131~~144,~~103~~487	$	178,250
Current debt	—		124,842
Current lease liabilities	3233,~~560~~219		31,073
Accrued compensation	7098,~~846~~131		93,279
Deferred revenues	~~177~~170,~~325~~897		159,761
Current taxes payable	30,~~483~~545		40,391
Dividends payable	3941,~~511~~644		39,470
Total current liabilities	~~481~~518,~~828~~923		667,066
Long-term debt	1,~~472~~430,~~162~~197		1,241,131
Deferred taxes	1416,~~772~~573		8,452
Deferred revenues, non-current	~~446~~312		1,344
Taxes payable	4648,~~313~~072		40,452
Long-term lease liabilities	~~158~~157,~~419~~088		177,521
Other liabilities	1012,~~585~~415		6,614
TOTAL LIABILITIES	$	2,~~184~~183,~~525~~580	$	2,142,580
Commitments and contingencies (see Note 12)
STOCKHOLDERS’ EQUITY
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued	$	—	$	—
Common stock, $0.01 par value; 150,000,000 shares authorized; 42,910,088 and 42,598,915 shares issued; 37,991,384 and 37,952,270 shares outstanding at February 28, 2025 and August 31, 2024, respectively	429		426
Common stock, $0.01 par value; 150,000,000 shares authorized; 42,962,994 and 42,598,915 shares issued; 37,858,606 and 37,952,270 shares outstanding at May 31, 2025 and August 31, 2024, respectively	430		426
Additional paid-in capital	1,~~569~~598,~~319~~605		1,478,839
Treasury stock, at cost: 4,918,704 and 4,646,645 shares at February 28, 2025 and August 31, 2024, respectively	(1,504,381)		(1,375,696)
Treasury stock, at cost: 5,104,388 and 4,646,645 shares at May 31, 2025 and August 31, 2024, respectively	(1,586,497)		(1,375,696)
Retained earnings	2,~~104~~211,~~303~~201		1,888,504
Accumulated other comprehensive loss	(~~112~~68,~~753~~557)		(79,613)
TOTAL STOCKHOLDERS’ EQUITY	$	2,~~056~~155,~~917~~182	$	1,912,460
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	4,~~241~~338,~~442~~762	$	4,055,040

The accompanying notes are an integral part of these Consolidated Financial Statements.

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FactSet Research Systems Inc.

Consolidated Statements of Cash Flows – Unaudited

	Six Months Ended
	Nine Months Ended
	February 28,		February 29,
	May 31,
(in thousands)	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	~~294~~443,~~882~~424	$	~~289~~447,~~495~~630
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	74114,~~127~~972		5891,~~650~~154
Amortization of lease right-of-use assets	1523,~~177~~152		1522,~~263~~846
Stock-based compensation expense	3047,~~139~~154		3046,~~962~~707
Deferred income taxes	83,~~763~~154		5(6,~~632~~979)
Other, net	37,~~268~~428		7,~~034~~831
Changes in assets and liabilities, net of effects of acquisitions
Accounts receivable	(4641,~~225~~492)		(397,~~468~~176)
Prepaid expenses and other assets	(36,~~889)~~699		(14,~~690~~941)
Accounts payable and accrued expenses	(6149,~~915~~717)		1017,~~377~~296
Accrued compensation	~~(21~~3,~~470)~~789		(4033,~~456~~329)
Deferred revenues	114,~~934~~955		2213,~~133~~817
Taxes payable, net of prepaid taxes	(2419,~~810~~108)		(2615,~~150~~992)
Lease liabilities, net	(1930,~~654~~250)		(1931,~~840~~687)
Net cash provided by operating activities	~~260~~514,~~327~~160		~~298~~537,~~942~~177
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, equipment, leasehold improvements and capitalized internal-use software	(4974,~~610~~840)		(3859,~~383~~722)
Acquisition of businesses, net of cash and cash equivalents acquired	(~~342~~348,~~461~~255)		—
Purchases of investments	(4,~~208~~433)		(44,936)
Proceeds from maturity or sale of investments	58,155		—
Net cash provided by (used in) investing activities	(~~338~~369,~~124~~373)		(83104,~~319~~658)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt	~~305~~803,~~000~~410		—
Repayments of debt	(~~200~~742,~~000~~500)		(~~125~~187,~~000~~500)
Dividend payments	(78118,~~817~~329)		(74111,~~141~~297)
Proceeds from employee stock plans	6072,~~344~~616		6683,~~544~~497
Repurchases of common stock	(~~113~~193,~~142~~838)		(~~112~~171,~~165~~918)
Other financing activities	(1820,~~927~~686)		(1415,~~465~~690)
Net cash provided by (used in) financing activities	(45199,~~542~~327)		(~~259~~402,~~227~~908)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(81,~~048)~~966		(~~132~~1,911)
Net increase (decrease) in cash, cash equivalents and restricted cash	(~~131~~52,~~387~~574)		~~(43~~27,~~736)~~700
Cash and cash equivalents at beginning of period	422,979		425,444
Cash, cash equivalents and restricted cash at end of period	$	~~291~~370,~~592~~405	$	~~381~~453,~~708~~144
Reconciliation of total cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	~~278~~356,~~548~~361	$	~~381~~453,~~708~~144
Restricted cash included in Prepaid expenses and other current assets	6,522		—
Restricted cash included in Other assets	67,522		—
Total cash, cash equivalents and restricted cash	$	~~291~~370,~~592~~405	$	~~381~~453,~~708~~144

The accompanying notes are an integral part of these Consolidated Financial Statements.

Table of Contents

FactSet Research Systems Inc.

Consolidated Statements of Changes in Stockholders’ Equity- Unaudited

For the Three Months Ended May 31, 2025

(in thousands, except share data)	Common Stock			AdditionalPaid-inCapital		Treasury Stock			RetainedEarnings		AccumulatedOtherComprehensive Loss		TotalStockholders’Equity
	Shares	Par Value				Shares	Amount
Balance as of November 30, 2024	42,830,024	$	428	$	1,531,278	4,780,213	$	(1,438,678)	$	1,998,954	$	(100,421)	$	1,991,561
Net income									144,860				144,860
Other comprehensive income (loss)											(12,332)		(12,332)
Common stock issued for employee stock plans	73,939	1		21,494		—	—						21,495
Vesting of restricted stock	6,125	—		—		1,777	(843)						(843)
Excise tax on share repurchases							(508)						(508)
Repurchases of common stock						136,714	(64,352)						(64,352)
Stock-based compensation expense				16,547									16,547
Dividends declared									(39,511)				(39,511)
Balance as of February 28, 2025	42,910,088	$	429	$	1,569,319	4,918,704	$	(1,504,381)	$	2,104,303	$	(112,753)	$	2,056,917
For the Six Months Ended February 28, 2025
Net income	—	—		—		—	—		148,542		—		148,542
Other comprehensive income (loss)	—	—		—		—	—		—		44,196		44,196
Common stock issued for employee stock plans	48,606	1		12,271		—	—		—		—		12,272
Vesting of restricted stock	4,300	—		—		1,634	(710)		—		—		(710)
Excise tax on share repurchases	—	—		—		—	(710)		—		—		(710)
Repurchases of common stock	—	—		—		184,050	(80,696)		—		—		(80,696)
Stock-based compensation expense	—	—		17,015		—	—		—		—		17,015
Dividends declared	—	—		—		—	—		(41,644)		—		(41,644)
Balance as of May 31, 2025	42,962,994	$	430	$	1,598,605	5,104,388	$	(1,586,497)	$	2,211,201	$	(68,557)	$	2,155,182
For the Nine Months Ended May 31, 2025
(in thousands, except share data)	Common Stock			AdditionalPaid-inCapital		Treasury Stock			RetainedEarnings		AccumulatedOtherComprehensiveLoss		TotalStockholders’Equity
	Shares	Par Value				Shares	Amount
Balance as of August 31, 2024	42,598,915	$	426	$	1,478,839	4,646,645	$	(1,375,696)	$	1,888,504	$	(79,613)	$	1,912,460
Net income	—	—		—		—	—		~~294~~443,~~882~~424		—		~~294~~443,~~882~~424
Other comprehensive income (loss)	—	—		—		—	—		—		~~(33~~11,~~140)~~056		~~(33~~11,~~140)~~056
Common stock issued for employee stock plans	~~235~~283,~~036~~642	23		6072,~~342~~613		370	(170)		—		—		6072,~~174~~446
Vesting of restricted stock	7680,~~137~~437	1		(1)		3032,~~500~~134	(14,~~058~~768)		—		—		(14,~~058~~768)
Excise tax on share repurchases	—	—		—		—	(12,~~315~~025)		—		—		(12,~~315~~025)
Repurchases of common stock	—	—		—		~~241~~425,~~189~~239	(~~113~~193,~~142~~838)		—		—		(~~113~~193,~~142~~838)
Stock-based compensation expense	—	—		3047,~~139~~154		—	—		—		—		3047,~~139~~154
Dividends declared	—	—		—		—	—		(79120,~~083~~727)		—		(79120,~~083~~727)
Balance as of February 28, 2025	42,910,088	$	429	$	1,569,319	4,918,704	$	(1,504,381)	$	2,104,303	$	(112,753)	$	2,056,917
Balance as of May 31, 2025	42,962,994	$	430	$	1,598,605	5,104,388	$	(1,586,497)	$	2,211,201	$	(68,557)	$	2,155,182

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FactSet Research Systems Inc.

Consolidated Statements of Changes in Stockholders’ Equity- Unaudited

For the Three Months Ended May 31, 2024

(in thousands, except share data)	Common Stock			AdditionalPaid-inCapital		Treasury Stock			RetainedEarnings		AccumulatedOtherComprehensiveLoss		TotalStockholders’Equity
	Shares	Par Value				Shares	Amount
Balance as of November 30, 2023	42,297,330	$	423	$	1,366,343	4,237,590	$	(1,195,491)	$	1,616,352	$	(86,887)	$	1,700,740
Net income									140,940				140,940
Other comprehensive income (loss)											(4,142)		(4,142)
Common stock issued for employee stock plans	172,244	2		38,138		197	(88)						38,052
Vesting of restricted stock	6,152	—		—		1,802	(873)						(873)
Repurchases of common stock						113,050	(52,255)						(52,255)
Stock-based compensation expense				16,652									16,652
Dividends declared									(37,360)				(37,360)
Balance as of February 29, 2024	42,475,726	$	425	$	1,421,133	4,352,639	$	(1,248,707)	$	1,719,932	$	(91,029)	$	1,801,754
For the Six Months Ended February 29, 2024
Net income	—	—		—		—	—		158,135		—		158,135
Other comprehensive income (loss)	—	—		—		—	—		—		(1,617)		(1,617)
Common stock issued for employee stock plans	74,963	1		16,952		488	(223)		—		—		16,730
Vesting of restricted stock	6,138	—		—		2,355	(1,001)		—		—		(1,001)
Repurchases of common stock	—	—		—		135,150	(59,753)		—		—		(59,753)
Stock-based compensation expense	—	—		15,745		—	—		—		—		15,745
Dividends declared	—	—		—		—	—		(39,589)		—		(39,589)
Balance as of May 31, 2024	42,556,827	$	426	$	1,453,830	4,490,632	$	(1,309,684)	$	1,838,478	$	(92,646)	$	1,890,404
For the Nine Months Ended May 31, 2024
(in thousands, except share data)	Common Stock			AdditionalPaid-inCapital		Treasury Stock			RetainedEarnings		AccumulatedOtherComprehensiveLoss		TotalStockholders’Equity
	Shares	Par Value				Shares	Amount
Balance as of August 31, 2023	42,096,628	$	421	$	1,323,631	4,071,256	$	(1,122,077)	$	1,505,096	$	(87,141)	$	1,619,930
Net income	—	—		—		—	—		~~289~~447,~~495~~630		—		~~289~~447,~~495~~630
Other comprehensive income (loss)	—	—		—		—	—		—		(35,~~888~~505)		(35,~~888~~505)
Common stock issued for employee stock plans	~~297~~372,~~348~~311	34		6683,~~541~~493		~~343~~831	(~~153~~376)		—		—		6683,~~391~~121
Vesting of restricted stock	8187,~~750~~888	1		(1)		3234,~~040~~395	(1415,~~312~~313)		—		—		(1415,~~312~~313)
Repurchases of common stock	—	—		—		~~249~~384,~~000~~150	(~~112~~171,~~165~~918)		—		—		(~~112~~171,~~165~~918)
Stock-based compensation expense	—	—		3046,~~962~~707		—	—		—		—		3046,~~962~~707
Dividends declared	—	—		—		—	—		(74114,~~659~~248)		—		(74114,~~659~~248)
Balance as of February 29, 2024	42,475,726	$	425	$	1,421,133	4,352,639	$	(1,248,707)	$	1,719,932	$	(91,029)	$	1,801,754
Balance as of May 31, 2024	42,556,827	$	426	$	1,453,830	4,490,632	$	(1,309,684)	$	1,838,478	$	(92,646)	$	1,890,404

The accompanying notes are an integral part of these Consolidated Financial Statements.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FactSet Research Systems Inc.

~~February~~May 2831, 2025

(Unaudited)

		Page
Note 1	Description of Business	11
Note 2	Summary of Significant Accounting Policies	11
Note 3	Revenue Recognition	14
Note 4	Fair Value Measures	1514
Note 5	Derivative Instruments	1716
Note 6	Acquisitions	2019
Note 7	Goodwill	21
Note 8	Intangible Assets	22
Note 9	Income Taxes	2322
Note 10	Leases	24
Note 11	Debt	25
Note 12	Commitments and Contingencies	27
Note 13	Stockholders' Equity	29
Note 14	Earnings Per Share	30
Note 15	Stock-Based Compensation	3031
Note 16	Segment Information	3334

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1. DESCRIPTION OF BUSINESS

FactSet Research Systems Inc. and its wholly-owned subsidiaries (~~collectively,~~ "we," "our," "us," ~~the "Company"~~ or "FactSet") is a global financial digital platform and enterprise solutions provider with open and flexible technologies that deliver financial intelligence to investment professionals worldwide.

Our platform delivers expansive data, sophisticated analytics and flexible technology used by global financial professionals to power their critical investment workflows. As of ~~February~~May 2831, 2025, we had more than 8,~~600~~800 clients comprised of over ~~219~~220,000 investment professionals, including institutional asset managers, bankers, wealth managers, asset owners, partners, hedge funds, corporate users, and private equity and venture capital professionals. Our revenues are primarily derived from subscriptions to our multi-asset class data and solutions powered by our connected data and technology platform. Our products and services include workstations, portfolio analytics and enterprise data solutions. We also offer managed services that operate as an extension of our clients' internal teams to support data, performance, risk and reporting workflows.

We drive our business based on our detailed understanding of our clients' workflows, which helps us to solve their most complex challenges. We provide financial data and market intelligence on securities, companies, industries and people to enable our clients to research investment ideas and analyze, monitor and manage their portfolios. Our solutions span the investment lifecycle of investment research, portfolio construction and analysis, trade execution, performance measurement, risk management and reporting. We provide open and flexible technology offerings, including a configurable desktop and mobile platform, comprehensive data feeds, cloud-based digital solutions and application programming interfaces ("APIs"). The CUSIP Global Services ("CGS") business supports security master files relied on by the investment industry for critical front, middle and back-office functions. All of our platforms and solutions are supported by our dedicated client service team.

We operate our business through three reportable segments ("segments"): the Americas, EMEA and Asia Pacific. Within each segment, we offer data, products and analytical applications by firm type: Institutional Buyside, Dealmakers, Wealth, and Partnerships and CGS. Refer to Note 16, Segment Information for further discussion on our segments.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

We conduct business globally and manage our business on a geographic basis. The accompanying unaudited Consolidated Financial Statements and Notes to the Consolidated Financial Statements included in this Quarterly Report on Form 10-Q are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by GAAP for annual financial statements. As such, the information in this Quarterly Report on Form 10-Q should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2024. The accompanying unaudited Consolidated Financial Statements include our accounts and those of our wholly-owned subsidiaries; all intercompany activity and balances have been eliminated.

In the opinion of management, the accompanying unaudited Consolidated Financial Statements include all normal recurring adjustments, transactions or events discretely impacting the interim periods considered necessary to present fairly our results of operations, financial position, cash flows and equity.

Reclassifications

Asset impairments were included within Selling, general and administrative ("SG&A") in the Consolidated Statements of Income during the three and ~~six~~nine months ended ~~February~~May 2831, 2025, and were included within Other, net in the Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~February~~May 2831, 2025. We conformed the comparative prior period figures to the current period presentation.

During the ~~six~~nine months ended ~~February~~May 2831, 2025, Prepaid expenses and other assets, previously included within Other, net, were presented as a separate component of Cash Flows from Operating Activities in the Consolidated Statements of Cash Flows. We conformed the comparative figures for the ~~six~~nine months ended ~~February~~May 2931, 2024, to the current period presentation.

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Use of Estimates

The preparation of our Consolidated Financial Statements and related disclosures in conformity with GAAP required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates may include income taxes, stock-based compensation, goodwill and intangible assets, business combinations, property, equipment and leasehold improvements ("PPE"), contingencies and impairment assessments. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of our assets and liabilities. Actual results could differ materially from those estimates.

Concentrations of Credit Risk

Credit risk arises from the potential nonperformance by counterparties to fulfill their financial obligations. Our financial instruments that potentially subject us to concentrations of credit risk consist primarily of our cash, cash equivalents, restricted cash, ~~accounts receivable,~~ investments in mutual funds, accounts receivable and derivative instruments. The maximum credit exposure of our cash, cash equivalents, restricted cash, ~~accounts receivable and~~ investments in mutual funds and accounts receivable is their carrying values as of the balance sheet date. The maximum credit exposure related to our derivative instruments is based upon their respective gross fair values as of the balance sheet date.

Cash, Cash Equivalents, Restricted Cash and Investments

We are exposed to credit risk on our cash, cash equivalents, restricted cash and investments in mutual funds in the event of default by the financial and governmental institutions with which we transact. We invest in a manner that aligns with our restrictive cash investment practices, preserves capital and provides liquidity, while minimizing our exposure to credit risk. We limit our exposure to credit loss by investing with multiple financial and governmental institutions that we believe are high-quality and credit-worthy. We have not experienced any credit losses relating to our cash, cash equivalents, restricted cash and investments in mutual funds.

Accounts Receivable

Our accounts receivable credit risk is dependent upon the financial stability of our individual clients. As of ~~February~~May 2831, 2025 and August 31, 2024, our accounts receivable reserve was $1513.09 million and $14.6 million, respectively. We do not require collateral from our clients; however, no single client represented more than 3.5% of our total revenues for the ~~six~~nine months ended ~~February~~May 2831, 2025 and ~~February~~May 2931, 2024. Due to our large and geographically dispersed client base, our concentration of credit risk related to our accounts receivable is generally limited.

Derivative Instruments

Our use of derivative instruments exposes us to credit risk to the extent counterparties may be unable to meet the terms of their agreements. To mitigate credit risk, we limit counterparties to financial institutions we believe are credit-worthy and use several institutions to reduce concentration risk. We do not expect any losses as a result of default by our counterparties.

Concentrations of Data Providers

We integrate data from various third-party sources into our hosted proprietary data and analytics platform. As certain data sources have a limited number of suppliers, we make every effort to assure that, where reasonable, alternative sources are available. We are not dependent on any individual third-party data supplier to meet the needs of our clients, with only two data suppliers each representing more than 10% of our total data costs for the ~~six~~nine months ended ~~February~~May 2831, 2025 and ~~February~~May 2931, 2024.

Concentrations of Cloud Providers

Our clients rely on us for the delivery of time-sensitive, up-to-date data and applications. Our business is dependent on our ability to process substantial volumes of data and transactions rapidly and efficiently. We currently use multiple providers of cloud services; however, one supplier provided the majority of our cloud computing support for the ~~six~~nine months ended ~~February~~May 2831, 2025 and ~~February~~May 2931, 2024. We maintain back-up facilities and other redundancies at our data centers, take security measures and have emergency procedures to minimize the risk that an event will disrupt our operations.

Recently Adopted Accounting Pronouncements

Codification Improvements - Amendments to Remove References to the Concepts Statements

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~~Recently~~references ~~Adopted~~to ~~Accounting~~various ~~Pronouncements~~FASB Concepts Statements and impacts a variety of topics in the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance, but in most instances the references removed are extraneous and not required to understand or apply the guidance. We early adopted this ASU on a prospective basis as of March 1, 2025. The adoption of this ASU did not have a material impact on our Consolidated Financial Statements or related disclosures.

We did not adopt any other new ~~standards~~accounting orpronouncements ~~updates~~ issued by the Financial Accounting Standards Board ("FASB") during the ~~six~~nine months ended ~~February~~May 2831, 2025 that had a material impact on our Consolidated Financial Statements.

Accounting Pronouncements Not Yet Adopted

Income Statement - Disaggregation of Income Statement Expenses

In November 2024, the FASB issued Accounting Standards Update ("ASU") 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses. This ASU requires disaggregation of certain income statement expense captions into specified categories to be disclosed within the footnotes to the financial statements. This ASU does not change the expense captions on the income statement. The amendments in this ASU are to be applied prospectively, although retrospective application is permitted, and are effective for our annual financial statements starting in fiscal 2028 and interim periods starting in fiscal 2029. Early adoption is permitted. This ASU is not expected to have a material impact on our Consolidated Financial Statements. We are currently assessing the impact of the new requirements on our disclosures.

U.S. Securities and Exchange Commission ("SEC") Disclosures - The Enhancement and Standardization of Climate-Related Disclosures for Investors

In March 2024, the SEC adopted a final rule under SEC Release Nos. 33-11275 and 34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which would require disclosure of certain climate-related information in various filings with the SEC. In April 2024, the SEC stayed implementation of the final rule pending completion of judicial review. In March 2025, the SEC stated that it has ended its defense of the rule. We are currently monitoring the legal challenges and assessing the potential impact of the rule on our disclosures.

Codification Improvements - Amendments to Remove References to the Concepts Statements

In March 2024, the FASB issued ASU 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements. This ASU amends the FASB Accounting Standards Codification ("the Codification") to remove references to various FASB Concepts Statements and impacts a variety of topics in the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance, but in most instances the references removed are extraneous and not required to understand or apply the guidance. The amendments in this ASU are to be applied prospectively, although retrospective application is permitted, and are effective for our interim and annual financial statements starting in fiscal 2026. Early adoption is permitted. This ASU is not expected to have a material impact on our Consolidated Financial Statements or related disclosures.

Income Taxes - Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. This ASU enhances annual income tax disclosures primarily related to our effective tax rate reconciliation and income taxes paid. The amendments in this ASU are to be applied prospectively, although retrospective application is permitted, and are effective for our annual financial statements starting in fiscal 2026. Early adoption is permitted. This ASU is not expected to have a material impact on our Consolidated Financial Statements. We are currently assessing the impact of the new requirements on our disclosures.

Segment Reporting - Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures. This ASU enhances segment disclosures primarily related to significant segment expenses for both interim and annual periods. The amendments in this ASU are to be applied retrospectively and are effective for our annual financial statements starting in fiscal 2025 and interim periods starting in fiscal 2026. Early adoption is permitted. This ASU iswill ~~not~~result ~~expected~~in toadditional ~~have~~disclosures awith ~~material~~no impact onto our Consolidated Financial Statements. ~~We are currently assessing the impact of the new requirements on our disclosures.~~

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Disclosure Improvements - Codification Amendment in Response to the SEC's Disclosure Update and Simplification Initiative

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendment in Response to the SEC’s Disclosure Update and Simplification Initiative. The ASU incorporates several disclosure and presentation requirements currently residing in the SEC Regulations S-X and S-K. The amendments will be applied prospectively and are effective when the SEC removes the related requirements from Regulations S-X or S-K. Any amendments the SEC does not remove by June 30, 2027 will not be effective. As we are currently subject to these SEC requirements, this ASU is not expected to have a material impact on our Consolidated Financial Statements or related disclosures.

No other new accounting pronouncements issued or effective during the ~~six~~nine months ended ~~February~~May 2831, 2025 have had, or are expected to have, a material impact on our Consolidated Financial Statements.

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3. REVENUE RECOGNITION

We derive most of our revenues by delivering client access to our multi-asset class solutions powered by our platform of connected data and technology that is available over the contractual term (referred to as the "Hosted Platform"). The Hosted Platform is a subscription-based service that provides client access to various combinations of products and services including workstations, portfolio analytics and enterprise solutions. We also derive revenues through the CGS platform, a subscription-based service that provides access to a database of universally recognized security identifiers and related descriptive data for issuers and their financial instruments (referred to as the "Identifier Platform").

The majority of each of our contracts with clients, whether for Hosted Platform or Identifier Platform services, represents a single performance obligation covering a series of distinct products and services that are substantially the same and that have the same pattern of transfer to the client. The primary nature of the promise to the client is to provide daily access to each of these data and analytics platforms over the associated contractual term. These platforms provide integrated financial information, analytical applications and industry-leading service for the investment community. Based on the nature of the products and services offered by these platforms, we apply an output time-based measure of progress as the client is simultaneously receiving and consuming the benefits of the respective platform. We recognize revenue for the majority of these platforms in accordance with the 'as invoiced' practical expedient, because the consideration that we have the right to invoice corresponds directly with the value of our performance to date. There are no significant judgments that would impact the timing of revenue recognition.

Due to our election of the practical expedient, we do not consider payment terms as a financing component within a client contract when, at contract inception, the period between the transfer of the promised services to the client and the payment timing for those services will be one year or less.

The majority of client contracts have a duration of one year, or the amount we are entitled to receive corresponds directly with the value of our performance obligations completed to date. Therefore, we do not disclose the value of the remaining unsatisfied performance obligations.

Disaggregated Revenues

We disaggregate revenues from our client contracts by segment based on the geographic region where the sale originated. Our business segmentation by geography is aligned with the operational and economic characteristics of our business. Refer to Note 16, Segment Information, for further information.

The following table presents revenues disaggregated by segment:

Three Months Ended

~~Six~~Nine Months Ended

February 28,

February 29,

February 28,

February 29,

May 31,

(in thousands)

2025

2024

2025

2024

Americas

~~369~~380,~~661~~501

~~352~~356,~~618~~468

~~736~~1,~~903~~117,404

~~700~~1,~~985~~057,453

EMEA

~~143~~145,~~387~~741

~~139~~141,~~176~~279

~~287~~432,~~112~~853

~~278~~420,~~737~~016

Asia Pacific

5759,~~612~~278

54,~~151~~961

~~115~~174,~~312~~590

~~108~~163,~~439~~400

Total Revenues

~~570~~585,~~660~~520

~~545~~552,~~945~~708

1,~~139~~724,~~327~~847

1,~~088~~640,~~161~~869

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4. FAIR VALUE MEASURES

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. In determining fair value, the use of various valuation methodologies, including market, income and cost approaches are permissible. When pricing an asset or liability, the inputs to these valuation methodologies consider market comparable information, taking into account the principal or most advantageous market in which we would transact.

Fair Value Hierarchy

The accounting guidance for fair value measurements establishes a three-level fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy ranks the reliability of the inputs, based upon the lowest level of input that is significant to the fair value measurement, used to determine fair value. Our assessment of the significance of a particular input to the fair value measurement requires judgment ~~and may affect its placement within the fair value hierarchy. We have categorized our assets and liabilities within the fair value hierarchy as follows:~~

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and may affect its placement within the fair value hierarchy. We have categorized our assets and liabilities within the fair value hierarchy as follows:

Level 1 – applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 – applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 – applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The assumptions used in determining fair value represent our best estimates, but these estimates involve inherent uncertainties and the application of our judgment. As a result, if factors change, our fair value estimates could be materially different in the future and may adversely affect our business and financial results.

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(a) Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables show, by level within the fair value hierarchy, our assets and liabilities that are measured at fair value on a recurring basis as of ~~February~~May 2831, 2025 and August 31, 2024. We did not have any transfers between levels of fair value measurements during the ~~six~~nine months ended ~~February~~May 2831, 2025 and the fiscal year ended August 31, 2024.

	Fair Value Measurements as of February 28, 2025
	Fair Value Measurements as of May 31, 2025
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Money market funds(1)	$	4992,~~022~~819	$	—	$	—	$	4992,~~022~~819
Mutual funds(2)	—		87,~~471~~684		—		87,~~471~~684
Derivative instruments(3)	—		45,281		—		45,281
Total assets measured at fair value	$	4992,~~022~~819	$	812,~~475~~965	$	—	$	57105,~~497~~784
Liabilities
Derivative instruments(3)	$	—	$	~~2,489~~17	$	—	$	~~2,489~~17
Contingent liabilities(4)	—		—		2627,~~158~~934		2627,~~158~~934
Total liabilities measured at fair value	$	—	$	~~2,489~~17	$	2627,~~158~~934	$	2827,~~647~~951


	Fair Value Measurements as of August 31, 2024
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Money market funds(1)	$	129,635	$	—	$	—	$	129,635
Mutual funds(2)	—		69,619		—		69,619

Derivative instruments(3)	—		2,619		—		2,619
Total assets measured at fair value	$	129,635	$	72,238	$	—	$	201,873

Liabilities
Derivative instruments(3)	$	—	$	250	$	—	$	250
Contingent liability(4)	—		—		4,193		4,193
Total liabilities measured at fair value	$	—	$	250	$	4,193	$	4,443

(1) Our money market funds are readily convertible into cash. The net asset value of each fund on the last day of the reporting period is used to determine its fair value. Our money market funds are included in Cash and cash equivalents within the Consolidated Balance Sheets.

(2) Our mutual funds' fair value is based on the fair value of the underlying investments held by the mutual funds, allocated to each share of the mutual fund using a net asset value approach. The fair value of each underlying investment is based on observable inputs. Our mutual funds are included in Investments within the Consolidated Balance Sheets.

(3) Our derivative instruments as of February 28, 2025 included our foreign exchange forward contracts and, as of August 31, 2024, included our foreign exchange forward contracts and our 2024 Swap Agreement. We utilized the income approach to measure fair value for our foreign exchange forward contracts. The income approach uses pricing models that rely on market observable inputs such as spot, forward and interest rates, as well as credit default swap spreads. To estimate fair value for our interest rate swap agreement, we utilized a present value of future cash flows, leveraging a model-derived valuation that uses observable inputs such as interest rate yield curves. Refer to Note 5, Derivative Instruments for the definition of the 2024 Swap Agreement and for more information on our derivative instruments and their classification within the Consolidated Balance Sheets.15

(4) Our contingent liabilities resulted from the acquisitions of Liquid Holdings LLC ("LiquidityBook") and Platform Group Limited ("Irwin") during fiscal 2025 and the acquisition of another business during fiscal 2023. These liabilities reflect the present value of potential future payments that are contingent upon the achievement of certain specified milestones. The acquisition date fair value of the contingent liabilities for fiscal 2025 and 2023 was $21.6 million and $7.9 million, respectively, and was valued using a scenario-based method. This method incorporates unobservable inputs and assumptions made by management, including the probability of achieving specified milestones, expected time until payment and the discount rate. The fair value of the contingent liabilities is reduced by milestone achievement and remeasured each reporting period until the contingencies are resolved, with any changes in fair value recorded in SG&A within the Consolidated Statements of Income. Aside from milestone achievement, the remaining changes in the fair value of the contingent liabilities from their respective acquisition dates through February 28, 2025 were driven by the passage of time, with no

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~~changes~~(3) ~~made~~Our derivative instruments included our foreign exchange forward contracts and interest rate swap agreements. We utilized the income approach to ~~key~~measure ~~assumptions~~fair ~~used~~value infor our foreign exchange forward contracts. The income approach uses pricing models that rely on market observable inputs such as spot, forward and interest rates, as well as credit default swap spreads. To estimate fair value ~~estimates~~for our interest rate swap agreements, we utilized a present value of future cash flows, leveraging a model-derived valuation that uses observable inputs such as interest rate yield curves. Refer to Note 65, ~~Acquisitions~~Derivative Instruments for more information on ~~the~~our ~~LiquidityBook~~derivative instruments and ~~Irwin~~their ~~transactions~~classification ~~and~~within ~~their~~the ~~respective~~Consolidated ~~contingent~~Balance ~~liabilities~~Sheets.

(4) Our contingent liabilities resulted from the acquisitions of various businesses. These liabilities reflect the present value of potential future payments that are contingent upon the achievement of certain specified milestones and are valued using a scenario-based method. This method incorporates unobservable inputs and assumptions made by management, including the probability of achieving specified milestones, expected time until payment and the discount rate. Refer to Note 6, Acquisitions for more information on the contingent liabilities associated with the Liquid Holdings LLC ("LiquidityBook") and Platform Group Limited ("Irwin") acquisitions.

(b) Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

Assets that are measured at fair value on a non-recurring basis primarily include our PPE, lease right-of-use ("ROU") assets, goodwill and intangible assets. These assets are assessed for impairment whenever events or circumstances indicate their carrying value may not be fully recoverable, and at least annually for goodwill. The fair values of these non-financial assets are determined based on valuation techniques using the best information available, and may include quoted market prices, market comparable information and discounted cash flow projections.

We elected not to carry our debt, ~~which~~at ~~includes~~fair ~~our~~value ~~Current~~on ~~debt~~the ~~and~~Consolidated ~~Long-term~~Balance ~~debt~~Sheets. Our Senior Notes are publicly traded; therefore, atthe fair value of our Senior Notes is estimated based on quoted prices in active markets as of the ~~Consolidated~~last ~~Balance~~business ~~Sheets~~day of the reporting period, which are considered Level 1 inputs. The ~~carrying~~fair value of our ~~debt~~2022 isand ~~net~~2025 ofCredit ~~related~~Facilities, ~~unamortized~~for ~~discounts~~their respective outstanding periods, was estimated based on quoted market prices for similar instruments, adjusted for unobservable inputs to ensure comparability to our investment rating, maturity terms and ~~debt~~principal ~~issuance~~outstanding, ~~costs~~which are considered Level 3 inputs. Refer to Note 11, Debt for definitions of, and more information on, our Senior Notes and 2025 Credit Facilities.

Our debt is comprised of our Senior Notes and 2022 Credit Facilities. Our Senior Notes are publicly traded; therefore, the fair value of our Senior Notes is estimated based on quoted prices in active markets as of the reporting date, which are considered Level 1 inputs. The ~~fair~~following ~~value~~table ofsummarizes ~~our~~information ~~2022 Credit Facilities is estimated based~~ on ~~quoted market prices for similar instruments, adjusted for unobservable inputs to ensure comparability to~~ our ~~investment rating, maturity terms and principal~~ outstanding, ~~which~~debt ~~are~~as ~~considered~~of ~~Level 3 inputs. Refer to Note 11~~May 31, ~~Debt~~2025 ~~for definitions of,~~ and ~~more information on~~August 31, ~~our Senior Notes and 2022 Credit Facilities.~~2024:

The following table summarizes information on our outstanding debt as of February 28, 2025 and August 31, 2024:


		May 31, 2025				August 31, 2024
(in thousands)	Fair Value Hierarchy	Principal Amount		Estimated Fair Value		Principal Amount		Estimated Fair Value
2027 Notes	Level 1	$	500,000	$	484,500	$	500,000	$	479,760
2032 Notes	Level 1	500,000		450,835		500,000		449,380
2025 Term Facility	Level 3	437,500		437,737		—		—
2022 Revolving Facility	Level 3	—		—		250,000		246,578
2022 Term Facility	Level 3	—		—		125,000		125,242
Total principal amount		$	1,437,500	$	1,373,072	$	1,375,000	$	1,300,960
Total unamortized discounts and debt issuance costs(1)		(7,303)				(9,027)
Total net carrying value of debt		$	1,430,197			$	1,365,973

		February 28, 2025				August 31, 2024
(in thousands)	Fair Value Hierarchy	Principal Amount		Estimated Fair Value		Principal Amount		Estimated Fair Value
2027 Notes	Level 1	$	500,000	$	483,965	$	500,000	$	479,760
2032 Notes	Level 1	500,000		449,430		500,000		449,380
2022 Revolving Facility	Level 3	480,000		480,644		250,000		246,578
2022 Term Facility	Level 3	—		—		125,000		125,242
Total principal amount		$	1,480,000	$	1,414,039	$	1,375,000	$	1,300,960
Total unamortized discounts and debt issuance costs		(7,838)				(9,027)
Total net carrying value of debt		$	1,472,162			$	1,365,973

(1) Amount excludes the debt issuance costs related to the 2025 Revolving Facility which are presented within Other assets on the Consolidated Balance Sheets.

5. DERIVATIVE INSTRUMENTS

Cash Flow Hedges

In designing our hedging approach, we consider several factors, including offsetting exposures, the significance of exposures, the forecasting of risk and the potential effectiveness of the hedge to reduce the volatility of our earnings and cash flows. Factors considered in the decision to hedge an underlying market exposure include the materiality of the risk, the volatility of the market, the duration of the hedge, the degree to which the underlying exposure is committed, and the availability, effectiveness and cost of derivative instruments.

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We utilize derivative instruments to manage risk and not for speculative or trading purposes. We limit counterparties to financial institutions we believe are credit-worthy. Refer to Note 2, Summary of Significant Accounting Policies - Concentrations of Credit Risk, for further discussion on counterparty credit risk.

We leverage foreign currency forward contracts and interest rate swap agreements to mitigate certain operational exposures from the impact of changes in foreign currency exchange rates and to manage our floating interest rate exposure, respectively. Our foreign currency forward contracts and interest rate swap agreements are designated as cash flow hedges at inception.

For highly effective cash ~~flows~~flow hedges, the change in the derivative's fair value is recorded in Accumulated other comprehensive loss ("AOCL"), net of tax, in the Consolidated Balance Sheets. Our cash flow hedges were highly effective with no amount of ineffectiveness recorded in the Consolidated Statements of Income during the three and ~~six~~nine months ended ~~February~~May 2831, 2025 and ~~February~~May 2931, 2024.

17Realized gains or losses from the settlement of our foreign currency forward contracts and interest rate swap agreements are subsequently reclassified into SG&A and Interest expense, respectively, in the Consolidated Statements of Income. There was no discontinuance of our cash flow hedges during the nine months ended May 31, 2025 and May 31, 2024. As such, no corresponding gains or losses were reclassified into earnings prior to settlement during those respective periods.

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Realized gains or losses from the settlement of our foreign currency forward contracts and interest rate swap agreements are subsequently reclassified into SG&A and Interest expense, respectively, in the Consolidated Statements of Income. There was no discontinuance of our cash flow hedges during the six months ended February 28, 2025 and February 29, 2024. As such, no corresponding gains or losses were reclassified into earnings prior to settlement during those respective periods.

Foreign Currency Forward Contracts

The following table summarizes the gross notional value of our foreign currency forward contracts to purchase the respective local currency with U.S. dollars as of ~~February~~May 2831, 2025 and August 31, 2024:

	February 28, 2025				August 31, 2024
	May 31, 2025				August 31, 2024
(in thousands)	Local Currency Amount		Notional Contract Amount (USD)		Local Currency Amount		Notional Contract Amount (USD)
British Pound Sterling	£	4342,800	$	55,~~323~~079	£	41,200	$	52,372
Indian Rupee	Rs	4,~~325~~573,~~590~~733	5052,~~100~~700		Rs	4,651,351	55,200
Euro	€	3336,~~600~~900	3640,~~398~~917		€	43,800	48,183
Philippine Peso	₱	12,~~957~~009,~~088~~542	3334,~~600~~900		₱	1,850,674	32,400
Total			$	~~175~~183,~~421~~596			$	188,155

Refer to Part I, Item 3. Quantitative and Qualitative Disclosures About Market Risk of this Quarterly Report on Form 10-Q for further discussion on our exposure to foreign exchange rate fluctuations.

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Interest Rate Swap Agreements

2025 Swap Agreement

On April 24, 2025 we entered into an interest rate swap agreement ("2025 Swap Agreement") with a notional amount of $200.0 million to hedge a portion of our outstanding floating Secured Overnight Financing Rate ("SOFR") debt with a fixed interest rate of 4.086%. The notional amount of the 2025 Swap Agreement declines by $50.0 million on a quarterly basis beginning May 31, 2025 and matures on February 28, 2026. As of May 31, 2025, the notional amount of the 2025 Swap Agreement was $150.0 million.

2024 Swap Agreement

On March 1, 2024, we entered into an interest rate swap agreement ("2024 Swap Agreement") with a notional amount of $200.0 million to hedge a portion of our outstanding floating ~~Secured Overnight Financing Rate ("~~SOFR") debt with a fixed interest rate of 5.145%. The notional amount of the 2024 Swap Agreement declined by $50.0 million on a quarterly basis beginning May 31, 2024. The 2024 Swap Agreement matured on February 28, 2025.

2022 Swap Agreement

On March 1, 2022, we entered into an interest rate swap agreement ("2022 Swap Agreement") with a notional amount of $800.0 million to hedge a portion of our outstanding floating SOFR debt with a fixed interest rate of 1.162%. The notional amount of the 2022 Swap Agreement declined by $100.0 million on a quarterly basis beginning May 31, 2022. The 2022 Swap Agreement matured on February 28, 2024.

Refer to Note 11, Debt, for further discussion of our outstanding floating rate debt and refer to Part I, Item 3. Quantitative and Qualitative Disclosures About Market Risk, in this Quarterly Report on Form 10-Q for further discussion of our exposure to interest rate risk on our outstanding floating rate debt.

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Gross Notional Value and Fair Value of Derivative Instruments

The following is a summary of the gross notional values of our derivative instruments:

(in thousands)	Gross Notional Value
	February 28, 2025		August 31, 2024
	May 31, 2025		August 31, 2024
Foreign currency forward contracts	$	~~175~~183,~~421~~596	$	188,155
Interest rate swap agreement	—150,000		100,000
Total cash flow hedges	$	~~175~~333,~~421~~596	$	288,155

The following is a summary of the fair values of our derivative instruments:

	Fair Value of Derivative Instruments
(in thousands)	Derivative Assets					Derivative Liabilities
Derivatives designated as hedging instruments	Balance Sheet Classification	~~February~~May 2831, 2025		August 31, 2024		Balance Sheet Classification	~~February~~May 2831, 2025		August 31, 2024
Foreign currency forward contracts	Prepaid expenses and other current assets	$	45,211	$	2,619	Accounts payable and accrued expenses	$	~~2,489~~17	$	127
Interest rate swap agreement	Prepaid expenses and other current assets	—70		—		Accounts payable and accrued expenses	—		123
Total cash flow hedges		$	45,281	$	2,619		$	~~2,489~~17	$	250

Derivative Recognition

The following table provides the pre-tax effect of cash flow hedge accounting on our AOCL for the three months ended ~~February~~May 2831, 2025 and ~~February~~May 2931, 2024:

	Gain (Loss) Recognized in AOCL on Derivatives					Gain (Loss) Reclassified from AOCL into Income
(in thousands)	February 28,		February 29,		Location of Gain (Loss)Reclassified from AOCL into Income	February 28,		February 29,
Derivatives in Cash Flow Hedging Relationships	2025		2024			2025		2024
Foreign currency forward contracts	$	(2,233)	$	(623)	SG&A	$	(1,590)	$	(47)
Interest rate swap agreement	(9)		17		Interest expense	(92)		1,046
Total cash flow hedges	$	(2,242)	$	(606)		$	(1,682)	$	999

The following table provides the pre-tax effect of cash flow hedge accounting on our AOCL for the six months ended February 28, 2025 and February 29, 2024:
	Gain (Loss) Recognized in AOCL on Derivatives				Location of Gain (Loss)Reclassified from AOCL into Income	Gain (Loss) Reclassified from AOCL into Income
(in thousands)	February 28,		February 29,			February 28,		February 29,
Derivatives in Cash Flow Hedging Relationships	2025		2024			2025		2024
Foreign currency forward contracts	$	(6,368)	$	(406)	SG&A	$	(1,391)	$	318
Interest rate swap agreement	(23)		27		Interest expense	(146)		3,150
Total cash flow hedges	$	(6,391)	$	(379)		$	(1,537)	$	3,468

As of February 28, 2025, we estimate that net pre-tax derivative losses of $2.5 million included in AOCL will be reclassified into earnings within the next 12 months.

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	Gain (Loss) Recognized in AOCL on Derivatives					Gain (Loss) Reclassified from AOCL into Income
(in thousands)	May 31,				Location of Gain (Loss) Reclassified from AOCL into Income	May 31,
Derivatives in Cash Flow Hedging Relationships	2025		2024			2025		2024
Foreign currency forward contracts	$	8,791	$	(1,033)	SG&A	$	1,112	$	(518)
Interest rate swap agreement	116		124		Interest expense	40		63
Total cash flow hedges	$	8,907	$	(909)		$	1,152	$	(455)


The following table provides the pre-tax effect of cash flow hedge accounting on our AOCL for the nine months ended May 31, 2025 and May 31, 2024:

	Gain (Loss) Recognized in AOCL on Derivatives				Location of Gain (Loss) Reclassified from AOCL into Income	Gain (Loss) Reclassified from AOCL into Income
(in thousands)	May 31,					May 31,
Derivatives in Cash Flow Hedging Relationships	2025		2024			2025		2024
Foreign currency forward contracts	$	2,423	$	(1,439)	SG&A	$	(279)	$	(200)
Interest rate swap agreement	93		151		Interest expense	(106)		3,213
Total cash flow hedges	$	2,516	$	(1,288)		$	(385)	$	3,013

As of May 31, 2025, we estimate that net pre-tax derivative gains of $5.3 million included in AOCL will be reclassified into earnings within the next 12 months.

Offsetting of Derivative Instruments

We enter into master netting arrangements designed to permit net settlement of derivative transactions among the respective counterparties, settled on the same date and in the same currency. As of ~~February~~May 2831, 2025 and August 31, 2024, there were no material amounts recorded net in the Consolidated Balance Sheets.

6. ACQUISITIONS

Our acquisitions with the most significant cash flows during fiscal 2024 through the third quarter of fiscal 2025 include:

Liquid Holdings, LLC ("LiquidityBook")

On February 7, 2025, we completed the acquisition of LiquidityBook for a purchase price of $243.82 million, net of cash acquired, and inclusive of preliminary working capital adjustments. The purchase price includes contingent consideration of $11.9 million which reflects the acquisition date fair value of potential future payments that are contingent upon the achievement of certain specified milestones. Refer to Note 4, Fair Value Measures, for information regarding the contingent consideration.

LiquidityBook provides cloud-native trading solutions to hedge fund, asset and wealth management, outsourced trading, and sell-side middle office clients. LiquidityBook operates a proprietary FIX network that enables streamlined connectivity to over 200 brokers and order routing to more than 1,600 destinations across 80 markets globally. This acquisition adds technology-forward order management and investment book of record capabilities and enhances FactSet’s ability to serve the integrated workflow needs of clients across the portfolio life cycle.

The ~~LiquidityBook~~results ~~purchase~~of ~~price~~LiquidityBook's ~~was~~operations inhave ~~excess~~been ofincluded within the ~~fair~~Americas, ~~value~~EMEA ofand ~~net~~Asia ~~assets~~Pacific ~~acquired,~~segments ~~resulting~~ in ~~the~~our ~~recognition~~Consolidated ofFinancial ~~goodwill~~Statements. ~~The~~Pro ~~preliminary~~forma ~~purchase~~information ~~price~~has ~~allocation~~not isbeen ~~subject~~presented tobecause ~~change pending a final valuation of~~ the ~~assets~~effect ~~and liabilities acquired and the finalization~~ of ~~working capital adjustments. We expect to finalize~~ the ~~allocation of the purchase price for~~ LiquidityBook asacquisition ~~soon~~is asnot ~~possible,~~material ~~but~~to inour ~~any~~Consolidated ~~event,~~Financial ~~no later than one year from the acquisition date~~Statements.

The preliminary purchase price allocation is subject to change pending a final valuation of the assets and liabilities acquired and the finalization of working capital adjustments. We expect to finalize the allocation of the purchase price for LiquidityBook as soon as possible, but in any event, no later than one year from the acquisition date.

The acquisition date fair values of major classes of assets acquired and liabilities assumed are as follows:

	Acquisition Date Fair Value		Acquisition Date Useful Life	Amortization Method
	(in thousands)		(in years)
Current assets	$	3,629
Amortizable intangible assets
Software technology	68,000		12 years	Straight-line
Client relationships	9,200		17 years	Straight-line
Trade names	3,500		10 years	Straight-line
Goodwill	162,376
Other assets	551
Current liabilities
Deferred revenues	(803)
Other current liabilities	(2,414)
Other liabilities	(207)
Total purchase price	$	243,832

~~Goodwill~~Table ~~totaling $162.4 million represents the excess~~ of the LiquidityBook purchase price over the fair value of net assets acquired and considers future economic benefits that we expect to achieve as a result of the acquisition. The goodwill is included in the Americas segment, subject to final allocation, and is deductible for income tax purposes.Contents

The results of LiquidityBook's operations have been included in our Consolidated Financial Statements, within the Americas, EMEA and Asia Pacific segments, beginning with the closing of the acquisition on February 7, 2025. Pro forma information has not been presented because the effect of the LiquidityBook acquisition is not material to our Consolidated Financial Statements.


	Acquisition Date Fair Value		Acquisition Date Useful Life	Amortization Method
	(in thousands)		(in years)
Current assets	$	3,500
Amortizable intangible assets
Software technology	68,000		12 years	Straight-line
Client relationships	9,200		17 years	Straight-line
Trade names	3,500		10 years	Straight-line
Goodwill	161,995
Other assets	487
Current liabilities
Deferred revenues	(799)
Other current liabilities	(2,494)
Other liabilities	(207)
Total purchase price	$	243,182

Goodwill totaling $162.0 million represents the excess of the LiquidityBook purchase price over the fair value of net assets acquired and considers future economic benefits that we expect to achieve as a result of the acquisition. The goodwill is included in the Americas, EMEA and Asia Pacific segments, subject to final allocation, and is deductible for income tax purposes.

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Platform Group Limited ("Irwin")

On November 5, 2024, we completed the acquisition of Irwin for a purchase price of $120.2 million, net of cash acquired, and inclusive of ~~preliminary~~ working capital adjustments. The purchase price includes contingent consideration of $9.6 million which reflects the acquisition date fair value of potential future payments that are contingent upon the achievement of certain specified milestones. Refer to Note 4, Fair Value Measures, for information regarding the contingent consideration.

Irwin is a leading investor relations and capital markets platform for public companies and their advisors. This acquisition builds on a recent successful partnership between FactSet and Irwin, and expands our ability to address the holistic workflow needs of investor relations professionals with an integrated, modern solution.

The ~~Irwin~~results ~~purchase~~of ~~price~~Irwin's ~~was~~operations inhave ~~excess~~been ofincluded within the ~~fair~~Americas, ~~value~~EMEA ofand ~~net~~Asia ~~assets~~Pacific ~~acquired,~~segments ~~resulting~~ in ~~the~~our ~~recognition~~Consolidated ofFinancial ~~goodwill~~Statements. ~~The~~Pro ~~preliminary~~forma ~~purchase~~information ~~price~~has ~~allocation~~not isbeen ~~subject~~presented tobecause ~~change pending a final valuation of~~ the ~~assets~~effect ~~and liabilities acquired and the finalization~~ of ~~working capital adjustments. We expect to finalize~~ the ~~allocation of the purchase price for~~ Irwin asacquisition ~~soon~~is asnot ~~possible,~~material ~~but~~to inour ~~any~~Consolidated ~~event,~~Financial ~~no later than one year from the acquisition date~~Statements.

	Acquisition Date Fair Value		Acquisition Date Useful Life	Amortization Method
	(in thousands)		(in years)
Current assets	$	2,393
Amortizable intangible assets
Software technology	36,100		12 years	Straight-line
Client relationships	1,700		11 years	Straight-line
Trade names	1,400		10 years	Straight-line
Goodwill	90,337
Current liabilities
Deferred revenues	(4,218)
Other current liabilities	(524)
Other liabilities	(7,002)
Total purchase price	$	120,186

We finalized the purchase accounting for the Irwin acquisition during the third quarter of fiscal 2025 and did not record any material changes to the preliminary purchase price allocation. The acquisition date fair values of major classes of assets acquired and liabilities assumed are as follows:

Goodwill totaling $90.3 million represents the excess of the Irwin purchase price over the fair value of net assets acquired and considers future economic benefits that we expect to achieve as a result of the acquisition. The goodwill is included in the Americas segment, subject to final allocation, and is not deductible for income tax purposes.


	Acquisition Date Fair Value		Acquisition Date Useful Life	Amortization Method
	(in thousands)		(in years)
Current assets	$	2,393
Amortizable intangible assets
Software technology	36,100		12 years	Straight-line
Client relationships	1,700		11 years	Straight-line
Trade names	1,400		10 years	Straight-line
Goodwill	91,376
Current liabilities
Deferred revenues	(4,218)
Other current liabilities	(524)
Other liabilities	(8,041)
Total purchase price	$	120,186

~~The~~Goodwill ~~results~~totaling of$91.4 ~~Irwin's~~million ~~operations~~represents ~~have~~the ~~been~~excess ~~included~~of inthe ~~our~~Irwin ~~Consolidated~~purchase ~~Financial~~price ~~Statements,~~over ~~within~~ the ~~Americas,~~fair ~~EMEA~~value ~~and~~of ~~Asia~~net ~~Pacific~~assets ~~segments,~~acquired ~~beginning~~and ~~with~~considers ~~the~~future ~~closing~~economic ofbenefits ~~the~~that ~~acquisition~~we onexpect ~~November~~to 5,achieve ~~2024.~~as ~~Pro~~a ~~forma~~result ~~information~~of ~~has~~the ~~not~~acquisition. ~~been~~The ~~presented~~goodwill ~~because~~is included in the ~~effect~~Americas ofand ~~the~~EMEA ~~Irwin~~segments ~~acquisition~~and is not ~~material~~deductible tofor ~~our~~income ~~Consolidated~~tax ~~Financial Statements~~purposes.

7. GOODWILL

Changes in the carrying value of goodwill by segment for the ~~six~~nine months ended ~~February~~May 2831, 2025 are as follows:

(in thousands)	Americas		EMEA		Asia Pacific		Total
Balance at August 31, 2024	$	704,454	$	304,442	$	2,233	$	1,011,129
Acquisitions	~~252~~217,~~713~~030		—32,266		—8,881		~~252~~258,~~713~~177
Foreign currency translations	(31,~~457)~~125		~~(15~~7,~~004)~~391		~~(66)~~33		~~(18~~8,~~527)~~549
Balance at February 28, 2025	$	953,710	$	289,438	$	2,167	$	1,245,315
Balance at May 31, 2025	$	922,609	$	344,099	$	11,147	$	1,277,855

Goodwill is not amortized as it is estimated to have an indefinite life. Goodwill impairment is tested at the reporting unit level, which is consistent with our ~~reportable~~ segments. We test goodwill annually during the fourth quarter of each fiscal year or more frequently if events and circumstances occur indicating that it is more likely than not that the fair value of any one of our reporting units is less than its respective carrying value. If the carrying value of the reporting unit exceeds the fair value, then the goodwill is considered impaired and written down to the reporting unit’s fair value.

We tested our goodwill for impairment during the fourth quarter of fiscal 2024 utilizing a qualitative analysis. We concluded there was no impairment as it was more likely than not that the fair value of each of our reporting units was not less than its re

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Wespective tested our goodwill for impairment during the fourth quarter of fiscal 2024 utilizing a qualitative analysis. We concluded there was no impairment as it was more likely than not that the fair value of each of our reporting units was not less than its respective carrying value. No events or circumstances were identified during the ~~six~~nine months ended ~~February~~May 2831, 2025 that would indicate it is more likely than not that goodwill has been impaired.

8. INTANGIBLE ASSETS

We amortize intangible assets on a straight-line basis over their estimated useful lives. The following table presents the estimated useful life, gross carrying amounts and accumulated amortization related to our identifiable intangible assets as of ~~February~~May 2831, 2025 and August 31, 2024:

	February 28, 2025							August 31, 2024
	May 31, 2025							August 31, 2024
(in thousands, except useful lives)	Estimated Useful Life (years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
ABA business process	36	$	1,583,000	$	~~131~~142,~~917~~910	$	1,~~451~~440,~~083~~090	$	1,583,000	$	109,930	$	1,473,070
Client relationships	11 to 26	~~274~~279,~~296~~134		8590,~~098~~573		~~189~~188,~~198~~561		266,419		80,904		185,515
Software technology	3 to 12	~~244~~254,~~862~~611		~~120~~127,~~165~~010		~~124~~127,~~697~~601		143,685		117,189		26,496
Developed technology	3 to 5	~~217~~238,~~750~~343		95111,~~817~~232		~~121~~127,~~933~~111		181,492		68,286		113,206
Data content	7 to 20	8385,~~284~~761		3942,~~650~~880		4342,~~634~~881		84,374		38,725		45,649
Trade names	5 to 10	45,~~848~~019		74204		4,~~774~~815		—		—		—
Non-compete agreements	4	290		~~121~~139		~~169~~151		290		85		205
Total		$	2,~~408~~446,~~330~~158	$	~~472~~514,~~842~~948	$	1,~~935~~931,~~488~~210	$	2,259,260	$	415,119	$	1,844,141

The weighted average useful life of our intangible assets as of ~~February~~May 2831, 2025 was 30.65 years. Intangible assets are tested for impairment qualitatively on a quarterly basis or whenever events or changes in circumstances indicate that the carrying amount of an asset group is not recoverable. If indicators of impairment are present, our intangible assets are tested for impairment by comparing the carrying value to undiscounted cash flows and, if impaired, written down to fair value based on discounted cash flows. We did not identify a material impairment nor a material change to the estimated remaining useful lives of our intangible assets during the ~~six~~nine months ended ~~February~~May 2831, 2025 and ~~February~~May 2931, 2024. Our intangible assets have no assigned residual values.

The following table presents the amortization expense for our intangible assets which is included in Cost of services in our Consolidated Statements of Income:

Three Months Ended

~~Six~~Nine Months Ended

February 28,

February 29,

February 28,

February 29,

May 31,

(in thousands)

2025

2024

2025

2024

Amortization expense

3234,~~589~~846

2627,~~688~~394

6297,~~461~~307

4876,~~853~~247

As of ~~February~~May 2831, 2025, estimated intangible asset amortization expense for each of the next five years and thereafter is as follows:

(in thousands)	Estimated Amortization Expense
Fiscal Years Ended August 31,
2025 (remaining six months)	$	67,171
2025 (remaining three months)	$	34,989
2026	~~129~~137,~~171~~020
2027	~~103~~111,~~563~~371
2028	7883,~~014~~773
2029	7072,~~983~~219
Thereafter	1,~~486~~491,~~586~~838
Total	$	1,~~935~~931,~~488~~210

9. INCOME TAXES

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9. INCOME TAXES

We are subject to taxation in the United States and various foreign jurisdictions in which we conduct our business. Income tax expense is based on taxable income determined in accordance with current enacted laws and tax rates. Deferred income taxes are recorded for the temporary differences between the financial statement carrying amounts and the tax basis of our assets and liabilities using currently enacted tax rates.

Provision for Income Taxes and Effective Tax Rate

The provision for income taxes and the effective tax rate are as follows:

	Three Months Ended						~~Six~~Nine Months Ended
	February 28,			February 29,			February 28,			February 29,
	May 31,						May 31,
(in thousands)	2025			2024			2025			2024
Income before income taxes	$	~~172~~179,~~320~~948		$	~~168~~190,~~645~~532		$	~~352~~532,~~059~~007		$	~~343~~534,~~841~~373
Provision for income taxes	$	2731,~~460~~406		$	2732,~~705~~397		$	5788,~~177~~583		$	5486,~~346~~743
Effective tax rate	1517.95		%	1617.40		%	16.27		%	1516.82		%

Our provision for income taxes for interim periods is calculated by applying an estimate of our annual effective tax rate to our quarter and year-to-date results, adjusted for discrete items recorded in the period. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pretax income (or loss) for the year, projections of the proportion of income (or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences and the likelihood of recovering deferred tax assets, then adjusted for any discrete items. On a quarterly basis, we update the estimate of our annual effective tax rate as new events occur, assumptions change, or additional information is obtained.

Our effective tax rate for the three months ended ~~February~~May 2831, 2025 and May 31, 2024 was 1517.95%, ~~compared~~and ~~with 16~~17.40%, respectively, and for the ~~three~~nine months ended ~~February~~May 2931, 2025 and May 31, 2024 was 16.7% ~~This~~and ~~decrease~~16.2%, ~~was~~respectively. ~~primarily~~The ~~due~~increase toin ~~lower~~the ~~U.S.~~effective tax onrate ~~foreign~~for ~~earnings,~~the ~~partially~~periods ~~offset~~presented bywas primarily due to certain discrete items, mainly lower excess tax benefits related to stock-based compensation, as well as a higher overall foreign tax rate, partially offset by a lower U.S. tax impact of foreign earnings.

~~Our~~For ~~effective tax rate for~~ the ~~six~~periods ~~months ended February 28~~presented, ~~2025~~our ~~was~~effective ~~16.2%,~~tax ~~compared~~rates ~~with~~were ~~15.8%~~lower ~~for~~than the ~~six~~applicable ~~months~~U.S. ~~ended~~corporate ~~February 29,~~income ~~2024~~tax rate. This ~~increase~~ was primarily ~~due~~attributable to ~~lower~~ excess tax benefits ~~related~~from to stock-based compensation, ~~partially~~a ~~offset by~~ lower U.S. tax onimpact of foreign earnings, research and development ("R&D") tax credits and a foreign derived intangible income ("FDII") deduction, partially offset by our state income taxes.

For the periods presented, our effective tax rates were lower than the applicable U.S. corporate income tax rate. This was primarily attributable to excess tax benefits from stock-based compensation, foreign tax credits, research and development ("R&D") tax credits and a foreign derived intangible income ("FDII") deduction, partially offset by our state income taxes.

Base Erosion and Profit Shifting Pillar Two

The Organization for Economic Co-operation and Development released Base Erosion and Profit Shifting Pillar Two rules (“Pillar Two”) to introduce a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds. Certain aspects of Pillar Two are effective for tax years beginning on or after January 1, 2024. Although the U.S. has not yet enacted legislation to adopt Pillar Two, certain countries in which we operate have already adopted, or are in the process of adopting, legislation to implement Pillar Two. After considering the applicable tax law changes associated with Pillar Two legislation, we determined there was no material impact to our provision for income taxes for the ~~six~~three and nine months ended ~~February~~May 2831, 2025.

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10. LEASES

Our operating lease arrangements relate to our office space and data centers. We review new arrangements at inception to evaluate whether we obtain substantially all the economic benefits of and have the right to control the use of an asset. Our lease ROU assets and lease liabilities are recognized based on the present value of future minimum lease payments at lease commencement or modification date (which includes fixed lease payments and certain qualifying index-based variable payments) over the reasonably certain lease term, leveraging an estimated incremental borrowing rate ("IBR"). Certain adjustments to calculate our lease ROU assets may be required due to prepayments, lease incentives received and initial direct costs incurred. We account for lease and non-lease components as a single lease component, which we recognize over the expected lease term on a straight-line expense basis in occupancy costs (a component of SG&A expense) in our Consolidated Statements of Income.

As of ~~February~~May 2831, 2025, we recognized $~~118~~119.12 million of Lease ROU assets, net and $~~191~~190.03 million of combined Current lease liabilities and Long-term lease liabilities in the Consolidated Balance Sheets. Our leases have remaining lease terms ranging from less than one year to just under 11 years. Our lease agreements may include options to extend or terminate the lease which are included in the measurement of our lease term when it is reasonably certain that we will exercise the option.

The following table presents our future minimum lease payments and a reconciliation to the combined Current lease liabilities and Long-term lease liabilities in the Consolidated Balance Sheets as of ~~February~~May 2831, 2025:

(in thousands)	Minimum LeasePayments
Fiscal Years ended August 31,
2025 (remaining six months)	$	20,335
2025 (remaining three months)	$	10,409
2026	3940,~~195~~721
2027	3739,~~668~~130
2028	3334,~~418~~867
2029	2729,~~747~~172
Thereafter	6164,~~608~~040
Total minimum lease payments	$	~~219~~218,~~971~~339
Less: Imputed interest	28,~~992~~032
Total lease liabilities	$	190,~~979~~307

The following table includes components of our occupancy costs:

Three Months Ended

~~Six~~Nine Months Ended

February 28,

February 29,

February 28,

February 29,

May 31,

(in thousands)

2025

2024

2025

2024

Operating lease costs(1)

7,~~606~~974

7,~~645~~583

1523,~~178~~152

1522,~~263~~846

Variable lease costs(2)

4,~~777~~031

43,~~817~~740

913,~~665~~696

913,~~306~~046

(1) Operating lease costs include costs associated with fixed lease payments and index-based variable payments that qualified for lease accounting under ASC 842, Leases and complied with the practical expedients and exceptions we elected.

(2) Variable lease costs include costs that are not fixed and are not dependent on an index or rate. These costs were not included in the measurement of lease liabilities and primarily include variable non-lease costs, such as utilities, real estate taxes, insurance and maintenance, as well as lease costs for those leases that qualified for the short-term lease exception.

The following table summarizes our weighted average remaining lease term and weighted average discount rate related to our operating leases recorded on the Consolidated Balance Sheets:

	As of February 28, 2025		As of August 31, 2024
	As of May 31, 2025		As of August 31, 2024
Weighted average remaining lease term (in years)	6.53		6.9
Weighted average discount rate (IBR)	4.7	%	4.6	%

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The following table summarizes supplemental cash flow information related to our operating leases:

	Six Months Ended
	Nine Months Ended
	February 28,		February 29,
	May 31,
(in thousands)	2025		2024
Cash paid for amounts included in the measurement of lease liabilities	$	1930,~~645~~218	$	1929,~~811~~579
Lease ROU assets obtained in exchange for lease liabilities(1)	$	45,~~213~~175	$	210,~~313~~183
Reductions to ROU assets resulting from reductions to lease liabilities(2)	$	(5,~~529~~528)	$	(23281)

(1)Primarily includes new lease arrangements entered into during the respective period and contract modifications that extend our lease terms and/or provide additional rights.

(2)Primarily relates to lease term reassessments based on contractual options to early terminate, resulting in a reduction to the lease liability and the corresponding lease ROU asset.

11. DEBT

We elected not to carry our debt at fair value. The carrying value of our debt is net of related unamortized discounts and debt issuance costs. Our debt obligations as of ~~February~~May 2831, 2025 and August 31, 2024 consisted of the following:

(in thousands)	Issuance Date	ContractualMaturity Date	~~February~~May 2831, 2025		August 31, 2024
Current debt
2022 Term Facility	3/1/2022	3/1/2025	$	—	$	125,000
2022 Term Facility(1)	3/1/2022	3/1/2025	$	—	$	125,000
Total unamortized debt issuance costs on Current debt			—		(158)
Unamortized debt issuance costs			—		(158)
Total Current debt			$	—	$	124,842
Long-term debt
2022 Revolving Facility	3/1/2022	3/1/2027	$	480,000	$	250,000
2022 Revolving Facility(2)	3/1/2022	3/1/2027	$	—	$	250,000
2025 Term Facility	4/8/2025	4/8/2028	437,500		—
2027 Notes	3/1/2022	3/1/2027	500,000		500,000
2032 Notes	3/1/2022	3/1/2032	500,000		500,000
Total unamortized discounts and debt issuance costs			(7,838)		(8,869)
Unamortized discounts and debt issuance costs(3)			(7,303)		(8,869)
Total Long-term debt			$	1,~~472~~430,~~162~~197	$	1,241,131
Total debt			$	1,~~472~~430,~~162~~197	$	1,365,973

As(1)The of2022 ~~February 28,~~Term ~~2025,~~Facility ~~annual~~was ~~maturities~~repaid onin ~~our~~full ~~debt obligations, based~~ on ~~contractual~~February ~~maturity dates~~28, ~~were~~2025. ~~as follows:~~

(in thousands)	Maturities
Fiscal Years ended August 31,
2025 (remaining six months)	$	—
2026	—
2027	980,000
2028	—
2029	—
Thereafter	500,000
Total	$	1,480,000

(2)The 2022 Revolving Facility was repaid in full and terminated on April 8, 2025.

~~2022~~(3)Amount ~~Credit~~excludes ~~Agreement~~the debt issuance costs related to the 2025 Revolving Facility which are presented within Other assets on the Consolidated Balance Sheets.

OnAs ~~March~~of May 131, ~~2022~~2025, weannual ~~entered~~maturities ~~into~~on aour ~~credit~~debt agreement (the "2022 Credit Agreement") and borrowed an aggregate principal amount of $1.0 billion under its senior unsecured term loan credit facility (the "2022 Term Facility") and $250.0 million of the available $500.0 million under its senior unsecured revolving credit facility (the "2022 Revolving Facility"). The 2022 Revolving Facilityobligations, ~~together~~based ~~with~~on ~~the~~contractual ~~2022~~maturity ~~Term Facility~~dates, ~~are~~were ~~referred to~~ as ~~the "2022 Credit Facilities".~~follows:

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The 2022 Term Facility matured on March 1, 2025, and the 2022 Revolving Facility matures on March 1, 2027. The 2022 Revolving Facility allows for the availability of up to $100.0 million in the form of letters of credit and up to $50.0 million in the form of swingline loans. The 2022 Revolving Facility allowed for additional commitments of up to $750.0 million from lenders or other financial institutions. On January 31, 2025, we entered into a joinder agreement to our 2022 Credit Agreement that added an incremental revolving loan lender and increased the available commitments under the 2022 Revolving Facility by $100.0 million. The joinder agreement increased the total 2022 Revolving Facility commitments to $600.0 million and reduced the additional commitments we can seek to $650.0 million. All other terms of the 2022 Credit Agreement remained unchanged.


(in thousands)	Maturities
Fiscal Years ended August 31,
2025 (remaining three months)	$	—
2026	—
2027	500,000
2028	437,500
2029	—
Thereafter	500,000
Total	$	1,437,500

We2025 ~~may voluntarily prepay loans under the 2022~~ Credit Facilities at any time without premium or penalty. During the three and six months ended February 28, 2025, we repaid $62.5 million and $125.0 million, respectively, under the 2022 Term Facility. As of February 28, 2025, the 2022 Term Facility has been fully repaid. Agreement

~~During~~On ~~the six months ended February~~April 288, 2025, we ~~borrowed~~entered ~~$305.0~~into ~~million~~a credit agreement (the "2025 Credit Agreement") and ~~repaid~~borrowed $75500.0 million ~~for~~under ~~total~~a ~~net~~senior ~~borrowings~~unsecured ofterm ~~$230.0~~loan ~~million~~credit ~~under~~facility (the ~~2022~~"2025 ~~Revolving~~Term Facility"). AsWe ofused ~~February 28,~~the proceeds from the 2025, Term Facility borrowing to repay the outstanding ~~borrowings~~balance under the 2022 Revolving Facility ~~were~~(as defined below). The 2025 Credit Agreement also provides for a $~~480~~1.0 ~~million~~billion senior unsecured revolving credit facility (the "2025 Revolving Facility"). The 2025 Revolving Facility, together with the 2025 Term Facility, are referred to as the "2025 Credit Facilities".

~~From~~The ~~the~~2025 ~~borrowing~~Term ~~date~~Facility ~~through~~matures ~~November~~on 30April 8, ~~2023~~2028, ~~the~~and ~~outstanding borrowings under~~ the ~~2022~~2025 ~~Credit~~Revolving ~~Facilities~~Facility ~~bore~~matures ~~interest~~on atApril 8, a2030. ~~rate~~The ~~equal~~2025 toRevolving ~~the~~Facility ~~applicable~~provides ~~one-month~~for ~~Term~~up ~~SOFR~~to ~~plus a 1~~$100.~~1% spread (comprised of a 1.~~0% ~~interest~~million ~~rate~~in ~~margin~~the ~~based~~form onof aletters ~~debt~~of ~~leverage pricing grid plus a 0.1%~~ credit ~~spread adjustment). From December 1~~, ~~2023~~up ~~through February 28, 2025, the spread decreased~~ to 0$100.~~975% (comprised of a~~ 0~~.875%~~ ~~interest~~million ~~rate~~in ~~margin~~the ~~based~~form onof aswingline ~~debt~~loans. ~~leverage~~We ~~pricing~~may ~~grid~~seek ~~plus~~additional acommitments ~~0.1%~~of ~~credit~~up ~~spread~~to ~~adjustment)~~$1.0 ~~Interest~~billion onunder the ~~2022~~2025 ~~Credit~~Revolving ~~Facilities~~Facility isfrom ~~payable~~lenders onor ~~the~~other ~~last~~financial ~~business day of each month, in arrears~~institutions.

~~Additionally,~~The we2025 ~~pay~~Term aFacility ~~commitment~~is ~~fee~~subject to scheduled quarterly amortization payments, commencing on August 31, 2025, with each amortization payment equal to 1.25% of the ~~daily~~original ~~unused~~principal amount of the ~~2022~~2025 ~~Revolving~~Term Facility. ~~using~~The a2025 ~~pricing~~Credit ~~grid~~Facilities ~~based~~are onnot ~~our~~otherwise ~~senior~~subject ~~unsecured~~to ~~non-credit~~any ~~enhanced~~mandatory ~~long-term~~prepayments. ~~debt~~We ~~rating~~may ~~and~~voluntarily ~~our~~prepay ~~total~~loans ~~leverage~~under ~~ratio.~~the ~~From~~2025 ~~the~~Credit ~~borrowing~~Facilities ~~date~~at ~~through~~any ~~November~~time ~~30,~~without ~~2023,~~premium ~~the~~or ~~commitment~~penalty. ~~fee~~Prepayments ~~was~~of ~~0.125%,~~the ~~which~~2025 ~~subsequently~~Term ~~decreased~~Facility shall be applied to ~~0.1%~~reduce ~~through~~the ~~February 28,~~subsequent ~~2025~~scheduled amortization payments in direct order of maturity.

WeDuring ~~incurred~~the ~~approximately~~three ~~$9.5~~and ~~million~~nine inmonths ~~debt~~ended ~~issuance~~May 31, ~~costs~~2025, ~~during~~we ~~fiscal~~voluntarily ~~2022~~prepaid ~~related to the 2022 Credit Facilities~~$62.5 ~~Debt~~million ~~issuance~~under ~~costs are presented in~~ the ~~Consolidated~~2025 ~~Balance~~Term ~~Sheets~~Facility. asFrom ~~a direct deduction from~~ the ~~carrying~~effective ~~amount~~date of the ~~debt~~2025 ~~liability.~~Revolving ~~Debt~~Facility ~~issuance~~through ~~costs~~May 31, ~~are~~2025, ~~amortized~~we tohave ~~Interest~~had ~~expense~~no inborrowings ~~the~~under ~~Consolidated Statements of Income on a straight-line basis over~~ the ~~contractual~~2025 ~~term~~Revolving ~~of the debt, which approximates the effective interest method~~Facility.

~~The~~As ~~2022~~of ~~Credit~~May 31, ~~Agreement~~2025, ~~contains~~the ~~usual~~outstanding ~~and~~borrowings ~~customary~~under ~~event~~the of2025 ~~default~~Credit ~~provisions~~Facilities ~~for~~bore ~~facilities~~interest ofat ~~this~~a ~~type,~~rate ~~which~~equal ~~are~~to ~~subject~~the toapplicable ~~usual~~one-month ~~and~~Term ~~customary~~SOFR ~~grace~~plus ~~periods~~a ~~and~~0.975% ~~materiality~~spread ~~thresholds~~(comprised of a 0.875% Ifinterest anrate ~~event~~margin ofbased ~~default~~on ~~occurs~~a ~~under~~pricing ~~the~~grid ~~2022~~determined ~~Credit~~by ~~Agreement,~~reference ~~the~~to ~~lenders~~our ~~may,~~senior ~~among~~unsecured ~~other~~non-credit ~~things,~~enhanced ~~terminate~~long-term ~~their~~debt ~~commitments~~rating and ~~declare~~our ~~all~~total ~~outstanding~~leverage ~~borrowings~~ratio, ~~immediately~~plus ~~due~~a ~~and payable~~0.1% credit spread adjustment).

~~The~~We ~~2022~~pay ~~Credit~~a ~~Agreement~~commitment ~~contains~~fee ~~usual~~on ~~and~~the ~~customary~~daily ~~affirmative~~unused ~~and~~amount ~~negative~~of ~~covenants~~the ~~for~~2025 ~~facilities~~Revolving ofFacility ~~this~~using ~~type, including~~ a ~~financial~~pricing ~~covenant~~grid ~~requiring~~based ~~maintenance~~on ofour asenior ~~total~~unsecured ~~leverage~~non-credit ~~ratio~~enhanced oflong-term nodebt ~~greater~~rating ~~than~~and ~~3.50~~our tototal ~~1.00~~leverage ~~as of February 28, 2025~~ratio. WeThe ~~were~~commitment infee ~~compliance~~remained ~~with~~consistent ~~all~~at ~~covenants~~0.1% ~~and~~through ~~requirements of the 2022 Credit Agreement as of February~~May 2831, 2025.

Debt issuance costs related to the 2025 Credit Facilities were $3.4 million. Debt issuance costs are presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of the debt liability for the 2025 Term Facility and within Other assets for the 2025 Revolving Facility. Debt issuance costs are amortized to Interest ~~Rate~~expense ~~Swap~~in ~~Agreements~~the Consolidated Statements of Income on a straight-line basis over the contractual term of the debt (which approximates the effective interest method for the 2025 Term Facility).

~~2024~~The ~~Swap~~2025 Credit Agreement contains usual and customary event of default provisions for facilities of this type, which are subject to usual and customary grace periods and materiality thresholds. If an event of default occurs under the 2025 Credit Agreement, the lenders may, among other things, terminate their commitments and declare all outstanding borrowings immediately due and payable.

OnThe ~~March~~2025 1,Credit ~~2024,~~Agreement wecontains ~~entered~~usual ~~into~~and ~~the~~customary ~~2024~~affirmative ~~Swap~~and ~~Agreement~~negative tocovenants ~~hedge~~for facilities of this type, including a ~~portion~~financial covenant requiring maintenance of ~~our~~a ~~outstanding~~total ~~floating~~leverage ~~SOFR~~ratio ~~debt~~of ~~with~~no agreater ~~fixed~~than ~~interest~~3.75 ~~rate~~to 1.00 as of 5the last day of each fiscal quarter (subject to an increase to 4.~~145%~~25 to 1.00 ~~The~~for ~~2024~~five ~~Swap~~consecutive fiscal quarters in connection with certain material acquisitions). We were in compliance with all covenants and requirements of the 2025 Credit Agreement ~~matured~~as onof ~~February~~May 2831, 2025.

2022 Swap Agreement

On March 1, 2022, we entered into the 2022 Swap Agreement to hedge a portion of our outstanding floating SOFR debt with a fixed interest rate of 1.162%. The 2022 Swap Agreement matured on February 28, 2024.

Refer to Note 5, Derivative Instruments for further discussion of the 2024 Swap Agreement and the 2022 Swap Agreement.

Senior Notes

On March 1, 2022, we completed a public offering of $500.0 million aggregate principal amount of 2.900% Senior Notes due March 1, 2027 (the "2027 Notes") and $500.0 million aggregate principal amount of 3.450% Senior Notes due March 1, 2032 (the "2032 Notes" and, together with the 2027 Notes, the "Senior Notes"). The Senior Notes were issued pursuant to an indenture, dated as of March 1, 2022, by and between us and U.S. Bank Trust Company, National Association, as trustee (the

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~~"Trustee"), as supplemented by the supplemental indenture, dated as of March 1,~~ 2022, ~~between~~Credit ~~us and the Trustee (the "Supplemental Indenture").~~ Agreement

On March 1, 2022, we entered into a credit agreement (the "2022 Credit Agreement") and borrowed $1.0 billion under a senior unsecured term loan credit facility (the "2022 Term Facility") and $250.0 million of the available $500.0 million under a senior unsecured revolving credit facility (the "2022 Revolving Facility"). The 2022 Revolving Facility, together with the 2022 Term Facility, are referred to as the "2022 Credit Facilities". On January 31, 2025, we entered into a joinder agreement to our 2022 Credit Agreement pursuant to which commitments under the 2022 Revolving Facility were increased by $100.0 million, to a total of $600.0 million. All other terms of the 2022 Credit Agreement remained unchanged.

The 2022 Term Facility, originally due to mature on March 1, 2025, was repaid in full following $125.0 million of repayments made during the six months ended February 28, 2025. During the nine months ended May 31, 2025, we borrowed $305.0 million and repaid $555.0 million under the 2022 Revolving Facility. The 2022 Credit Agreement was terminated on April 8, 2025, concurrent with entering into the 2025 Credit Agreement.

Borrowings previously outstanding under the 2022 Credit Facilities bore interest at a rate equal to the applicable one-month Term SOFR plus a spread using a debt leverage pricing grid and a credit spread adjustment (with total spread ranging from 0.975% to 1.1% over the term of the debt).

Interest Rate Swap Agreements

We leverage interest rate swap agreements to manage our floating interest rate exposure with a fixed interest rate. Refer to Note 5, Derivative Instruments for further discussion of our swap agreements.

Senior Notes

On March 1, 2022, we completed a public offering issuing $500.0 million of 2.900% Senior Notes due March 1, 2027 (the "2027 Notes") and $500.0 million of 3.450% Senior Notes due March 1, 2032 (the "2032 Notes" and, together with the 2027 Notes, the "Senior Notes"). The Senior Notes were issued pursuant to an indenture, dated as of March 1, 2022, by and between us and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as supplemented by the supplemental indenture, dated as of March 1, 2022, between us and the Trustee (the "Supplemental Indenture").

The Senior Notes were issued at an aggregate discount of $2.8 million and we incurred approximately $9.1 million in debt issuance costs during fiscal 2022. Debt discounts and debt issuance costs are presented in the Consolidated Balance Sheets as a net direct deduction from the carrying amount of the debt liability. The debt discounts and debt issuance costs are amortized to Interest expense in the Consolidated Statements of Income over the contractual term of the debt, leveraging the effective interest method.

Interest on the Senior Notes is payable semiannually in arrears on March 1 and September 1 of each year.

We may redeem the Senior Notes, in whole or in part, at any time at specified redemption prices, plus any accrued and unpaid interest. Upon the occurrence of a change of control triggering event (as defined in the Supplemental Indenture), we must offer to repurchase the Senior Notes at 101% of their principal amount, plus any accrued and unpaid interest.

Interest Expense

The following table presents the interest expense on our outstanding debt which is a component of Interest expense in our Consolidated Statements of Income:

Three Months Ended

~~Six~~Nine Months Ended

February 28,

February 29,

February 28,

February 29,

May 31,

(in thousands)

2025

2024

2025

2024

Interest expense on outstanding debt(1)

1315,~~899~~092

16,~~589~~558

2843,~~266~~358

3349,~~318~~876

(1) Interest expense on our outstanding debt includes the related amortization of debt issuance costs and debt discounts. Interest expense is net of the effects of our interest rate swap agreements.

12. COMMITMENTS AND CONTINGENCIES

Commitments represent obligations, such as those for future purchases of goods or services that are not yet recorded on the balance sheet as liabilities. We record liabilities for commitments when incurred (i.e., when the goods or services are received).

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Except for income tax contingencies, we accrue for contingencies when we believe that a loss is probable and the amount can be reasonably estimated. Judgment is required to determine both the probability and the estimated amount of loss. If the reasonable estimate of a probable loss is a range, we record an accrual for the most probable estimate of the loss or the minimum amount when no amount within the range is a better estimate than any other amount. We review these accruals on a quarterly basis and adjust, as necessary, to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other current information. Contingent gains are recognized only when realized.

Income tax contingencies related to uncertain tax positions are accounted for in accordance with applicable accounting guidance. Refer to Note 2, Summary of Significant Accounting Policies - Income Taxes in the Notes to the Consolidated Financial Statements included in Part II, Item 8. of our Annual Report on Form 10-K for the fiscal year ended August 31, 2024 for further details.

Purchase Commitments with Suppliers and Vendors

Purchase obligations represent our legally-binding agreements to purchase fixed or minimum quantities at determinable prices. As of August 31, 2024, we had total purchase obligations with suppliers and vendors of $382.6 million. Our total purchase obligations as of August 31, 2024 primarily related to hosting services, acquisition of data and, to a lesser extent, third-party software providers. For the ~~six~~nine months ended ~~February~~May 2831, 2025, we had no new material purchase obligations.

We also have contractual obligations related to our lease liabilities and outstanding debt. Refer to Note 10, Leases and Note 11, Debt, for information regarding lease commitments and outstanding debt obligations, respectively.

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Letters of Credit

From time to time, we are required to obtain letters of credit in the ordinary course of business. WeOur ~~had~~2025 Revolving Facility allows for the availability of up to $0100.40 million in the form of ~~standby~~letters of credit. We have not obtained any letters of credit ~~outstanding~~under asthe 2025 Revolving Facility since its inception. As of ~~February~~May 2831, 2025 and August 31, 2024, we had $0.7 million and $0.4 million of standby letters of credit outstanding, respectively. No liabilities related to these arrangements are reflected in the Consolidated Balance Sheets.

Our 2022 Revolving Facility allows for the availability of up to $100.0 million in the form of letters of credit. We have not obtained any letters of credit under the 2022 Revolving Facility since its inception. Refer to Note 11, Debt, for information regarding the ~~2022~~2025 Revolving Facility.

Contingencies

Legal Matters

In the normal course of our business, we are, or may be, engaged in various legal proceedings, claims, litigation and regulatory proceedings. In view of the uncertainty inherent in litigation and regulatory matters, we cannot predict the eventual outcome of such matters or the timing of their resolution, or in most cases reasonably estimate what the eventual judgments, damages, fines, penalties or impact of activity (if any) restrictions may be. While we cannot predict the outcome of these matters, based on information available at ~~February~~May 2831, 2025, our management believes that the ultimate outcome of these unresolved matters against us, individually or in the aggregate, will not have a material adverse effect on our consolidated financial position, our results of operations or our cash flows.

Income Taxes

As a multinational company operating in many states and countries, we are routinely audited by various taxing authorities and have reserved for potential adjustments to our provision for income taxes that may result from examinations by, or any negotiated settlements with, these tax authorities. We believe that the final outcome of these examinations or settlements will not have a material effect on our consolidated financial position, results of operations or our cash flows. If events occur which indicate payment of these amounts is unnecessary, the reversal of the liabilities would result in the recognition of tax benefits in the period we determine the liabilities are no longer necessary. If our estimates of the federal, state and foreign income tax liabilities are less than the ultimate assessment, additional expense would result.

Sales Tax Matters

During August 2019 through February 2024, we received various assessment and audit notices from the Commonwealth of Massachusetts Department of Revenue (the "Commonwealth") with respect to sales taxes, interest and underpayment penalties relating to the tax periods from January 1, 2006 through December 31, 2023 ("Sales Taxes"). We entered into an agreement with the Commonwealth on November 26, 2024 which fully resolved all matters relating to the Sales Taxes.

During the first quarter of fiscal 2025 and the fourth quarter of fiscal 2024, we took charges of approximately $2.4 million and $54.0 million, respectively, related to this dispute and made corresponding payments of $56.4 million to the Commonwealth during the first quarter of fiscal 2025. In addition to reserves taken in prior fiscal years, this brought our total charge and cash payments with respect to this matter to approximately $66.2 million.

Indemnifications

As permitted or required under Delaware law and to the maximum extent allowable under that law, we have certain obligations to indemnify each of our current and former officers and directors for certain events or occurrences while the officer or director is, or was, serving at our request in such capacity. These indemnification obligations are valid as long as the director or officer acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of FactSet, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. It is not possible to determine the maximum potential amount for claims made under the indemnification obligations due to the unique set of facts and circumstances likely to be involved in each particular claim and indemnification provision; however, we have purchased a director and officer insurance policy that mitigates our exposure and may enable us to recover a portion of any future amounts paid. We do not believe, based on historical experience and information currently available, that it is probable that any material amounts will be required to be paid under such indemnification obligations.

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13. STOCKHOLDERS' EQUITY

The following table presents the shares of common stock repurchased under our share repurchase program and acquired from holders of our stock-based awards upon vesting to satisfy tax withholding requirements:

Share Repurchases

Three Months Ended

~~Six~~Nine Months Ended

February 28,

February 29,

February 28,

February 29,

May 31,

(in thousands, except share data)

2025

2024

2025

2024

Repurchases of common stock under the share repurchase program

~~136~~184,~~714~~050

~~113~~135,~~050~~150

~~241~~425,~~189~~239

~~249~~384,~~000~~150

Total cost of common stock repurchased under the share repurchase program(1)

6480,~~352~~696

5259,~~255~~753

~~113~~193,~~142~~838

~~112~~171,~~165~~918

Repurchases of common stock to satisfy tax withholding requirements due upon vesting of stock-based awards

1,~~777~~634

12,~~999~~843

3032,~~870~~504

3235,~~383~~226

Total cost of repurchases of common stock to satisfy withholding requirements due upon vesting of stock-based awards

~~843~~710

~~961~~1,224

14,~~228~~938

1415,~~465~~689

(1) For the three and ~~six~~nine months ended ~~February~~May 2831, 2025, amount excludes a 1% excise tax of $0.57 million and $12.30 million, respectively, on corporate stock repurchases required under the Inflation Reduction Act of 2022.

We may repurchase shares of our common stock under our share repurchase program from time-to-time in the open market or via privately negotiated transactions, subject to market conditions. There is no defined number of shares to be repurchased over a specified timeframe through the life of our share repurchase program. On September 17, 2024, our Board of Directors authorized up to $300 million for share repurchases during fiscal 2025. As of ~~February~~May 2831, 2025, $~~186~~106.92 million remained authorized under our share repurchase program. ~~Refer to Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, of this Quarterly Report on Form 10-Q for further discussion on our share repurchase program.~~

On June 17, 2025, our Board of Directors authorized up to $400 million for share repurchases on or after September 1, 2025 through September 30, 2026.

In addition to our share repurchase program, we also acquire shares of our common stock from holders of our stock-based awards to satisfy withholding tax requirements due at vesting. Shares acquired from these holders do not reduce the amount authorized for repurchase under the share repurchase program.

Refer to Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, of this Quarterly Report on Form 10-Q for further discussion on our share repurchase activity.

Equity-based Awards

Refer to Note 15, Stock-Based Compensation for more information on equity awards issued during the ~~six~~nine months ended ~~February~~May 2831, 2025 and ~~February~~May 2931, 2024.

Dividends

Year Ended	Dividends perShare ofCommon Stock		Record Date	Total Amount(in thousands)		Payment Date
Fiscal 2025
First Quarter	$	1.04	November 29, 2024	$	39,572	December 19, 2024
Second Quarter	$	1.04	February 28, 2025	$	39,511	March 20, 2025
Fiscal 2024
First Quarter	$	0.98	November 30, 2023	$	37,299	December 21, 2023
Second Quarter	$	0.98	February 29, 2024	$	37,360	March 21, 2024

Future cash dividend payments are subject to final determination by our Board of Directors and will depend on our earnings, capital requirements, financial condition and other relevant factors.

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Dividends

Our Board of Directors approved the following dividends:


Year Ended	Dividends per Share of Common Stock		Record Date	Total Amount (in thousands)		Payment Date
Fiscal 2025
First Quarter	$	1.04	November 29, 2024	$	39,572	December 19, 2024
Second Quarter	$	1.04	February 28, 2025	$	39,511	March 20, 2025
Third Quarter	$	1.10	May 30, 2025	$	41,644	June 18, 2025
Fiscal 2024
First Quarter	$	0.98	November 30, 2023	$	37,299	December 21, 2023
Second Quarter	$	0.98	February 29, 2024	$	37,360	March 21, 2024
Third Quarter	$	1.04	May 31, 2024	$	39,589	June 20, 2024

In the third quarter of fiscal 2025, our Board of Directors approved a 6% increase in the regular quarterly dividend from $1.04 to $1.10 per share. Future cash dividend payments are subject to final determination by our Board of Directors and will depend on our earnings, capital requirements, financial condition and other relevant factors.

Accumulated Other Comprehensive Loss

The components of AOCL as of ~~February~~May 2831, 2025 and August 31, 2024 were as follows:

(in thousands)	~~February~~May 2831, 2025		August 31, 2024
Accumulated unrealized gains (losses) on cash flow hedges, net of tax	$	(13,~~752)~~988	$	1,843
Accumulated foreign currency translation adjustments	(~~111~~72,~~001~~545)		(81,456)
Total AOCL	$	(~~112~~68,~~753~~557)	$	(79,613)

14. EARNINGS PER SHARE

Basic earnings per common share ("Basic EPS") is computed by dividing net income by the number of weighted average common shares outstanding during the period. Diluted earnings per common share ("Diluted EPS") is calculated by using the treasury stock method which assumes the issuance of common stock for all potentially dilutive stock-based awards.

	Three Months Ended				Six Months Ended
	February 28,		February 29,		February 28,		February 29,
(in thousands, except per share data)	2025		2024		2025		2024
Numerator
Net income used for calculating Basic EPS and Diluted EPS	$	144,860	$	140,940	$	294,882	$	289,495
Denominator
Weighted average common shares used in the calculation of Basic EPS	38,015		38,103		38,010		38,059
Common stock equivalents associated with stock-based compensation plans	495		547		503		587
Shares used in the calculation of Diluted EPS	38,510		38,650		38,513		38,646
Basic EPS	$	3.81	$	3.70	$	7.76	$	7.61
Diluted EPS	$	3.76	$	3.65	$	7.66	$	7.49

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The following is a reconciliation of our Basic and Diluted EPS computations:


	Three Months Ended				Nine Months Ended
	May 31,				May 31,
(in thousands, except per share data)	2025		2024		2025		2024
Numerator
Net income used for calculating Basic EPS and Diluted EPS	$	148,542	$	158,135	$	443,424	$	447,630
Denominator
Weighted average common shares used in the calculation of Basic EPS	37,907		38,089		37,976		38,069
Common stock equivalents associated with stock-based compensation plans	437		551		481		575
Shares used in the calculation of Diluted EPS	38,344		38,640		38,457		38,644
Basic EPS	$	3.92	$	4.15	$	11.68	$	11.76
Diluted EPS	$	3.87	$	4.09	$	11.53	$	11.58

The following table presents the potential common shares that were excluded from Diluted EPS as they relate to stock-based awards that were antidilutive or subject to performance conditions which have not been satisfied by the end of the reporting period:

	Three Months Ended		~~Six~~Nine Months Ended
	February 28,	February 29,	February 28,	February 29,
	May 31,		May 31,
(in thousands)	2025	2024	2025	2024
Stock options	~~670~~888	—763	~~695~~759	—255
Restricted stock units and Performance share units	93	95	96	95
Restricted stock units and performance share units	93	93	95	95

15. STOCK-BASED COMPENSATION

Our stock-based compensation expense consists of:

•Stock options, restricted stock units ("RSUs") and performance share units ("PSUs") issued to eligible employees under the FactSet Research Systems Inc. Stock Option and Award Plan, as Amended and Restated (the "LTIP").

•Stock options and RSUs issued to non-employee members of the Board of Directors ("non-employee directors") under the FactSet Research Systems Inc. Non-Employee Directors’ Stock Option and Award Plan, as Amended and Restated (the "Director Plan").

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•Common stock purchased by eligible employees under the FactSet Research Systems Inc. Employee Stock Purchase Plan, as Amended and Restated (the "ESPP").

We measure and recognize stock-based compensation expense for all stock-based awards and purchases of common stock under the ESPP based on their estimated grant date fair value.

We utilize a lattice-binomial option-pricing model ("binomial model") to estimate the grant date fair value for our employee stock options and the Black-Scholes model to estimate the grant date fair value for non-employee director stock options and common stock purchased by eligible employees under our ESPP.

Both the binomial model and Black-Scholes model involve certain estimates and assumptions such as:

•Risk-free interest rate - based on the U.S. Treasury yield curve in effect at the time of grant with maturities equal to the expected terms of the stock-based awards granted.

•Expected life - the weighted average period the stock-based awards are expected to remain outstanding.

•Expected volatility - based on a blend of historical volatility of the stock-based award's useful life and the weighted average implied volatility for call option contracts traded in the 90 days preceding the stock-based award's valuation date. 31

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•Expected volatility - based on a blend of historical volatility of the stock-based award's expected term and the weighted average implied volatility for call option contracts traded in the 90 days preceding the stock-based award's valuation date.

•Dividend yield - the expectation of dividend payouts based on our history.

The binomial model also incorporates market conditions, vesting restrictions and exercise patterns.

For RSUs and PSUs (collectively, "Restricted Stock Awards"), the grant date fair value is measured by reducing the grant date price of our common stock by the present value of expected future dividend payments on the underlying stock during the requisite service period, discounted at the appropriate risk-free interest rate. The number of PSUs granted assumes target-level achievement of the specified performance levels within the payout range. The ultimate number of common shares that may be earned pursuant to our PSU awards depends on the level of our achievement of stated financial performance objectives.

Stock-based compensation expense for stock option and RSU awards is recognized over the requisite service period using the straight-line method. For stock options and RSU grants, the amount of stock-based compensation expense recognized on any date is at least equal to the vested portion of the award on that date.

Our PSUs require us to make assumptions regarding the probability of achieving specified performance levels established at the time of grant. We recognize stock-based compensation expense for PSUs using the straight-line method over the requisite service period. The probability of achieving the specified performance levels is reviewed on a quarterly basis to ensure the amount of stock-based compensation expense appropriately reflects the expected achievement.

For our ESPP, stock-based compensation expense is recognized on a straight-line basis over the offering period.

Our stock-based awards are generally subject to continued employment for employees, or continued service for non-employee directors, through the applicable vesting date. Compensation expense for stock-based awards is recorded net of estimated forfeitures, which are based on historical forfeiture rates and are revised if actual forfeitures differ from those estimates.

Stock-based Compensation Expense

The following table presents the stock-based compensation for the periods presented:

Three Months Ended

~~Six~~Nine Months Ended

February 28,

February 29,

February 28,

February 29,

May 31,

(in thousands)

2025

2024

2025

2024

Stock-based compensation expense

1617,~~547~~015

1615,~~652~~745

3047,~~139~~154

3046,~~962~~707

There were no stock-based compensation costs capitalized in any periods presented. As of ~~February~~May 2831, 2025, $~~149~~136.20 million of total unrecognized compensation expense related to non-vested stock-based awards is expected to be recognized over the remaining weighted average vesting period of 3.20 years.

Employee Stock Option Awards

31Our annual grant of employee stock options during the first quarter of each fiscal year makes up the majority of our employee stock options granted under the LTIP in each fiscal year.

The following table presents the employee stock options granted under the LTIP for the nine months ended May 31, 2025 and May 31, 2024:


	Nine Months Ended
	May 31,
	2025		2024
Stock options granted(1)	203,114		243,379
Weighted average exercise price	$	459.17	$	436.61
Weighted average grant date fair value	$	133.21	$	132.59

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Our annual employee stock option grant, made during the first quarter of each fiscal year, makes up the majority of our employee stock options granted under the LTIP in each fiscal year.

The following table presents the employee stock options granted under the LTIP for the six months ended February 28, 2025 and February 29, 2024:

	Six Months Ended
	February 28,		February 29,
	2025		2024
Stock options granted(1)	203,114		243,125
Weighted average exercise price	$	459.17	$	436.63
Weighted average grant date fair value	$	133.21	$	132.60

(1) Includes the annual employee grant on November 1, 2024 and November 1, 2023 of 200,693 and 242,371 stock options, respectively. These annual employee grants vest 20% annually on the anniversary date of the grant, are fully vested after five years, and expire ten years from the date of grant.

As part of the November 1, 2024 annual employee grant, the estimated grant date fair value, using the binomial model, leveraged the following assumptions:


November 1, 2024 Annual Employee Grant Details
Stock options granted	200,693
Risk-free interest rate	4.31% - 4.87%

Expected life (years)	6.62

Expected volatility	24.49	%

Dividend yield	0.95%

Estimated fair value	$133.10
Exercise price	$458.80

Employee Restricted Stock Awards

Our annual grant of employee Restricted Stock Awards ~~grant, made~~ during the first quarter of each fiscal year, makes up the majority of our employee Restricted Stock Awards granted under the LTIP in each fiscal year. These awards entitle the holders to shares of common stock as the Restricted Stock Awards vest. For unvested Restricted Stock Awards, holders are not entitled to dividends declared on the underlying shares.

The following table presents the employee Restricted Stock Awards granted under the LTIP for the ~~six~~nine months ended ~~February~~May 2831, 2025 and ~~February~~May 2931, 2024:

	Six Months Ended
	Nine Months Ended
	February 28, 2025			February 29, 2024
	May 31, 2025			May 31, 2024
	Shares	Weighted AverageGrant Date Fair ValuePer Award		Shares	Weighted AverageGrant Date Fair ValuePer Award
RSUs granted(1)	8091,~~416~~766	$	~~447~~444.5516	6474,~~827~~355	$	~~425~~423.0907
PSUs granted(2)	34,479	$	446.59	37,008	$	424.63
Performance adjustment - PSUs(3)	7,364	$	424.01	14,472	$	306.33
Total Restricted Stock Awards	~~122~~133,~~259~~609			~~116~~125,~~307~~835

(1) Includes the annual employee grant on November 1, 2024 and November 1, 2023 of 76,448 and 6463,~~187~~722 RSUs, respectively. The majority of the RSUs granted vest 20% annually on the anniversary date of the grant and are fully vested after five years.

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(2) Includes the annual employee grant on November 1, 2024 and November 1, 2023 of 33,756 and 36,860 PSUs, respectively. The majority of the PSUs granted cliff vest on the third anniversary of the grant date, subject to the achievement of certain performance metrics. The ultimate number of common shares that may be earned pursuant to our PSU awards depends on the level of our achievement of stated financial performance objectives. The achievement range was 0% to 200% for both the November 1, 2024 and November 1, 2023 annual grants.

(3) Additional PSUs were granted during the first quarter of fiscal 2025 and fiscal 2024 based on performance above the specified target level of achievement for PSUs granted on November 1, 2021 and November 9, 2020, respectively.

Stock-based Awards Available for Grant

As of ~~February~~May 2831, 2025, we had 3.3 million employee stock-based awards available for grant under the LTIP and 0.2 million non-employee director stock-based awards available for grant under the Director Plan. In accordance with the LTIP and Director Plan, each Restricted Stock Award granted or canceled/forfeited is equivalent to 2.5 shares deducted from or added back to, respectively, the aggregate number of stock-based awards available for grant.

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16. SEGMENT INFORMATION

Operating segments are defined as components of an enterprise that have the following characteristics: (i) they engage in business activities from which they may earn revenue and incur expense, (ii) their operating results are regularly reviewed by the chief operating decision maker ("CODM") for resource allocation decisions and performance assessment, and (iii) their discrete financial information is available. Our Chief Executive Officer functions as our CODM.

We have three operating segments, which are consistent with our reportable segments: Americas, EMEA and Asia Pacific. This is how our CODM manages our business and the geographic markets in which we operate. ~~These operating segments are consistent with our reportable segments.~~

The Americas segment primarily sells to clients throughout North, Central, and South America. The EMEA segment primarily sells to clients in Europe, the Middle East, and Africa. The Asia Pacific segment primarily sells to clients in Asia and Australasia. Segment revenues reflect sales to our clients based on the geographic region where the sale originated.

Each segment records expenses related to its individual operations with the exception of expenditures associated with our data centers, third-party data costs and corporate headquarters charges, which are recorded by the Americas segment and are not allocated to the other segments. The expenses incurred at our content collection centers, located in India, the Philippines and Latvia, are allocated to each segment based on their respective percentage of revenues as this reflects the benefits provided by each segment.

Intercompany revenue and expense amounts have been eliminated within each segment in order to report on the basis that management uses internally for evaluating segment performance.

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The following table reflects the results of operations of our segments:

(in thousands)

Americas

EMEA

Asia Pacific

Total

For the three months ended February 28, 2025

For the three months ended May 31, 2025

Revenues

~~369~~380,~~661~~501

~~143~~145,~~387~~741

5759,~~612~~278

~~570~~585,~~660~~520

Operating income

7381,~~127~~565

7069,~~568~~027

4143,~~797~~563

~~185~~194,~~492~~155

Capital expenditures(1)

2221,~~074~~781

~~117~~920

12,~~545~~529

2325,~~736~~230

Americas

EMEA

Asia Pacific

Total

For the three months ended February 29, 2024

For the three months ended May 31, 2024

Revenues

~~352~~356,~~618~~468

~~139~~141,~~176~~279

54,~~151~~961

~~545~~552,~~945~~708

Operating income

8187,~~711~~696

6275,~~839~~463

3739,~~392~~300

~~181~~202,~~942~~459

Capital expenditures(1)

2019,~~015~~491

~~295~~408

1,~~607~~440

21,~~917~~339

Americas

EMEA

Asia Pacific

Total

For the six months ended February 28, 2025

For the nine months ended May 31, 2025

Revenues

~~736~~1,~~903~~117,404

~~287~~432,~~112~~853

~~115~~174,~~312~~590

1,~~139~~724,~~327~~847

Operating income

~~154~~236,~~925~~490

~~139~~208,~~606~~633

82125,~~296~~859

~~376~~570,~~827~~982

Capital expenditures(1)

4768,~~028~~809

~~492~~1,412

24,~~090~~619

4974,~~610~~840

Americas

EMEA

Asia Pacific

Total

For the six months ended February 29, 2024

For the nine months ended May 31, 2024

Revenues

~~700~~1,~~985~~057,453

~~278~~420,~~737~~016

~~108~~163,~~439~~400

1,~~088~~640,~~161~~869

Operating income

~~162~~250,~~559~~255

~~131~~207,~~704~~167

76116,~~719~~019

~~370~~573,~~982~~441

Capital expenditures(1)

3454,~~793~~284

1,~~256~~664

23,~~334~~774

3859,~~383~~722

(1) Capital expenditures include purchases of PPE and capitalized internal-use software.

Segment Total Assets

The following table reflects the total assets for our segments as of February 28, 2025 and August 31, 2024:

(in thousands)	February 28, 2025		August 31, 2024
Segment Assets
Americas	$	3,554,455	$	3,178,800
EMEA	537,717		600,206
Asia Pacific	149,270		276,034
Total assets	$	4,241,442	$	4,055,040

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Segment Total Assets

The following table reflects the total assets for our segments as of May 31, 2025 and August 31, 2024:


(in thousands)	May 31, 2025		August 31, 2024
Americas	$	3,596,488	$	3,178,800
EMEA	583,953		600,206
Asia Pacific	158,321		276,034
Total assets	$	4,338,762	$	4,055,040

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with the Consolidated Financial Statements and related Notes included in this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K for the fiscal year ended August 31, 2024, our Current Reports on Form 8-K and our other filings with the Securities and Exchange Commission. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause such differences include, but are not limited to, those identified below and those discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended August 31, 2024 and those discussed in Part II, Item 1A. Risk Factors in this Quarterly Report on Form 10-Q.

Our MD&A is designed to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in the following sections:

•Executive Overview

•Annual Subscription Value ("ASV")

•Client and User Additions

•Employee Headcount

•Results of Operations

•Non-GAAP Financial Measures

•Liquidity and Capital Resources

•Off-Balance Sheet Arrangements

•Foreign Currency Exposure

•Critical Accounting Estimates

•New Accounting Pronouncements

Executive Overview

Our platform delivers expansive data, sophisticated analytics, and flexible technology used by global financial professionals to power their critical investment workflows. As of ~~February~~May 2831, 2025, we had more than 8,~~600~~800 clients comprised of over ~~219~~220,000 investment professionals, including institutional asset managers, bankers, wealth managers, asset owners, partners, hedge funds, corporate users, and private equity and venture capital professionals. Our revenues are primarily derived from subscriptions to our multi-asset class data and solutions powered by our connected data and technology platform. Our products and services include workstations, portfolio analytics and enterprise data solutions. We also offer managed services that operate as an extension of our clients' internal teams to support data, performance, risk and reporting workflows.

We drive our business based on our detailed understanding of our clients' workflows, which helps us to solve their most complex challenges. We provide financial data and market intelligence on securities, companies, industries and people to enable our clients to research investment ideas and analyze, monitor and manage their portfolios. Our solutions span the investment lifecycle of investment research, portfolio construction and analysis, trade execution, performance measurement, risk management and reporting. We provide open and flexible technology offerings, including a configurable desktop and mobile platform, comprehensive data feeds, cloud-based digital solutions, and application programming interfaces ("APIs"). The CUSIP Global Services ("CGS") business supports security master files relied on by the investment industry for critical front, middle and back-office functions. All of our platforms and solutions are supported by our dedicated client service team.

We operate our business through three reportable segments ("segments"): the Americas, EMEA and Asia Pacific. Within each segment, we offer data, products and analytical applications by firm type:

•"Institutional Buyside" focuses on global asset managers, asset owners, and hedge fund professionals,

•"Dealmakers" focuses on investment bankers, sell-side research analysts, corporate users, investor relations officers and private equity and venture capital professionals,

•"Wealth" focuses on wealth management clients, and

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•"Partnerships and CGS": "Partnerships" delivers solutions to firms in the financial services ecosystem including data, analytics and technology platform providers. "CGS" is aan ~~leader~~originator inof securities identification, managed on behalf of the American Bankers Association, tofor ~~bring reliability to~~ all sectors of the global financial markets.

Refer to Note 16, Segment Information, in the Notes to the Consolidated Financial Statements included in Part I, Item 1. of this Quarterly Report on Form 10-Q for more information on our segments.

Business Strategy

We strive to be a trusted enterprise partner and service provider to our clients across the financial services spectrum, delivering relevant intelligence, insights and execution solutions tailored to our clients' business models.

We are focused on growing our global business through three strategically aligned geographic segments: the Americas, EMEA and Asia Pacific. This approach allows us to better manage resources, target solutions and interact with clients effectively.

To execute our strategy, we are focused on three core pillars and primary areas of investment:

•Expanding our data offerings: We continue to scale up our data ecosystem to provide a comprehensive inventory of industry, proprietary and third-party data. This includes granular data for key industry verticals, real-time market data, fund data and sustainable finance. We believe that our breadth of high-quality, connected data will serve as critical raw material for large language models. In addition to using our growing data catalog to power our artificial intelligence ("AI") powered workstation products, we aim to continue to expand our data delivery capabilities in the cloud and through other methods to advance our position as an enterprise data provider for our clients.

•Embedding deeper in client workflows: Through continued innovation, we aim to deepen our integration into our clients' workflows. We are focused on expanding further into the buy-side front office by leveraging our expertise in portfolio performance, analytics, and risk management. In addition, we are building on our strong presence on advisor desktops by expanding into prospecting and digital reporting workflows. We are also working to introduce next-generation automation in research, financial modeling, and pitch creation.

•Innovating with AI: Our artificial intelligence roadmap, driven by our FactSet AI Blueprint, continues to resonate with our clients. We recently launched new AI-powered solutions for generating portfolio performance commentary, analyzing earnings call transcripts, and requesting FactSet data using natural language queries in client-built environments and chatbots. We believe that our pragmatic, open and flexible approach to leveraging AI to enhance our clients’ workflows will differentiate FactSet from our competitors and drive growth.

~~Fiscal~~Executive ~~2025~~Leadership ~~Second Quarter in Review~~Transition

~~Revenues~~On inJune ~~the~~3, ~~second quarter of fiscal~~ 2025 ~~were $570.7 million~~, anFactSet ~~increase~~announced ~~of 4.5% from~~ the ~~comparable~~appointment ~~prior~~of ~~year~~Sanoke ~~period.~~Viswanathan ~~This~~as ~~4.5%~~Chief ~~growth~~Executive inOfficer ~~revenues~~and ~~was~~that ~~driven~~he bywill ajoin ~~4.0%~~FactSet’s ~~increase~~Board inof ~~organic~~Directors, ~~revenues~~effective ~~and~~on aSeptember ~~0.7%~~1, ~~increase from acquisition-related revenues~~2025, ~~partially~~or ~~offset~~such byother amutually ~~net~~agreed ~~decrease~~date. ~~of 0~~Mr.2% ~~from~~Viswanathan ~~foreign~~will ~~currency~~succeed ~~exchange rate fluctuations~~F. ~~Revenues~~Philip ~~increased in all our segments~~Snow, ~~primarily~~who inwill ~~the~~retire ~~Americas. Revenues increased primarily~~ from ~~workstations~~these ~~and~~roles ~~CGS.~~effective ~~Refer~~on ~~to Part I, Item 2~~Mr. ~~Management~~Viswanathan's ~~Discussion~~start ~~and~~date. ~~Analysis~~To ofsupport ~~Financial~~a ~~Condition~~smooth ~~and~~leadership ~~Results of Operations~~transition, ~~Non-GAAP~~Mr. ~~Financial~~Snow ~~Measures,~~will ofcontinue ~~this~~employment ~~Quarterly~~with ~~Report~~FactSet onin ~~Form~~an ~~10-Q~~advisory ~~for~~capacity ~~the~~until ~~definition~~November of15, ~~organic~~2025 ~~revenues~~or ~~and~~such alater ~~reconciliation~~date ~~between~~as ~~revenues~~mutually ~~and organic revenues~~agreed.

AsFiscal ~~of February 28,~~ 2025, ~~organic~~Third ~~annual~~Quarter ~~subscription value ("Organic ASV") totaled $2,276.2 million, an increase of 4.1% over the prior year. Organic ASV increased~~ in all our segments, with the majority of the increase in the Americas. The Organic ASV increase was mainly from workstations and, to a lesser extent, CGS. Refer to Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Annual Subscription Value, of this Quarterly Report on Form 10-Q for the definition of Organic ASV.Review

~~Operating~~Revenues ~~margin~~in ~~was 32.5% for~~ the ~~second~~third quarter of fiscal 2025 were $585.5 million, ~~compared~~an toincrease 33of 5.39% infrom the comparable prior year period. ~~When~~This ~~expenses~~5.9% ~~are~~growth ~~expressed~~in asrevenues was driven by a ~~percentage~~4.4% ofincrease in organic revenues, ~~this~~a ~~decrease~~1.4% inincrease ~~operating~~from ~~margin~~acquisition-related ~~was~~revenues ~~mainly~~and ~~due~~a to0.1% ~~higher~~net ~~professional~~increase ~~fees~~from ~~and~~foreign ~~computer-related~~currency ~~expenses,~~exchange ~~partially~~rate ~~offset~~fluctuations. byRevenues ~~growth~~increased in ~~revenues~~all ~~and~~our asegments, ~~decrease~~primarily in ~~employee~~the ~~compensation costs~~Americas. ~~Diluted~~Revenues ~~earnings~~increased ~~per~~primarily ~~common~~from ~~share~~workstations ~~("Diluted~~and, ~~EPS")~~to ~~was~~a $3lesser extent, front office solutions and CGS.76 ~~for~~Refer ~~the~~to ~~second~~Part ~~quarter~~I, Item 2. Management's Discussion and Analysis of ~~fiscal~~Financial ~~2025~~Condition and Results of Operations, anNon-GAAP ~~increase~~Financial Measures, of ~~3.0%~~this ~~from~~Quarterly Report on Form 10-Q for the ~~comparable~~definition ~~prior~~of ~~year~~organic ~~period,~~revenues ~~primarily~~and ~~driven~~a byreconciliation ~~higher~~between ~~operating~~revenues ~~income~~and organic revenues.

WeAs ~~returned~~of May 31, 2025, organic annual subscription value ("Organic ASV") totaled $~~104~~2,296.09 million, toan ~~our~~increase ~~stockholders~~of 4.5% over the prior year. Organic ASV increased in all our segments, with the ~~form~~majority of ~~share~~the ~~repurchases~~increase in the Americas. The Organic ASV increase was mainly driven by workstations and, ~~dividends~~to ~~during~~a ~~the~~lesser ~~three~~extent, ~~months~~CGS ~~ended~~and ~~February 28~~data solutions. Refer to Part I, ~~2025~~Item 2. Management's Discussion and

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As Analysis of ~~February 28,~~Financial ~~2025,~~Condition ~~our client~~ and ~~user~~Results ~~count~~of ~~was 8~~Operations,~~645~~ ~~and~~Annual ~~219,141,~~Subscription ~~respectively. Our employee headcount was 12~~Value,~~598~~ as of ~~February 28,~~this ~~2025,~~Quarterly upReport ~~2.6%~~on ~~compared~~Form to10-Q for the ~~prior~~definition ~~year. This increase was driven by net headcount growth~~ of ~~4.8%~~Organic ~~in Americas, 3~~ASV.~~1% in EMEA and 1.9% in Asia Pacific.~~

Operating margin was 33.2% for the third quarter of fiscal 2025, compared to 36.6% in the prior year period. When expenses are expressed as a percentage of revenues, this decrease in operating margin was mainly due to higher employee compensation costs and amortization of intangible assets, partially offset by growth in revenues and a benefit from the net settlement of our foreign currency forward contracts. Diluted earnings per common share ("Diluted EPS") was $3.87 for the third quarter of fiscal 2025, a decrease of 5.4% from the comparable prior year period, primarily driven by lower operating income.

We returned $120.2 million to our stockholders in the form of share repurchases and dividends during the three months ended May 31, 2025.

As of May 31, 2025, our client and user count was 8,811 and 220,496, respectively. Our employee headcount was 12,579 as of May 31, 2025, up 2.6% compared to the prior year. This increase was driven by net headcount growth of 5.2% in Americas, 3.4% in EMEA and 1.7% in Asia Pacific.

Annual Subscription Value ("ASV")

We believe ASV reflects our ability to grow recurring revenues and generate positive cash flows, and thus serves as a key indicator of the successful execution of our business strategy.

–"ASV" at any point in time represents our forward-looking revenues for the next 12 months from all subscription services currently being supplied to clients.

–"Organic ASV" at any point in time equals our ASV excluding ASV from acquisitions and dispositions completed within the last 12 months and the effects of foreign currency movements.

Beginning in fiscal 2025, we are reporting Organic ASV, rather than Organic ASV plus professional services, to focus on the recurring nature of our revenues. This underscores the shift of our offerings toward providing more managed services and less project-based services.

Organic ASV

The following table presents the calculation of Organic ASV as of ~~February~~May 2831, 2025. With proper notice provided as contractually required, our clients can add to, delete portions of, or terminate service, subject to certain limitations.

(dollar amounts in millions)	As of ~~February~~May 2831, 2025
ASV	$	2,~~306~~335.1
Currency impact(1)	1(5.97)
Acquisition ASV(2)	(3132.85)
Organic ASV	$	2,~~276~~296.29
Organic ASV annual growth rate	4.15		%

(1)The impact from foreign currency movements.

(2)Acquired ASV from acquisitions completed within the last 12 months.

As of ~~February~~May 2831, 2025, Organic ASV was $2,~~276~~296.29 million, an increase of 4.15% compared with ~~February~~May 2931, 2024. Organic ASV increased in all our segments, with the majority of the increase in the Americas. The increase in Organic ASV was ~~driven~~primarily bydue to higher sales to existing clients and to a lesser extent, price increases to existing clients and sales to new clients, ~~partially~~all ~~offset~~primarily driven by ~~existing~~workstations ~~client~~and, ~~cancellations.~~to ~~More~~a ~~specifically~~lesser extent, ~~the~~CGS ~~increase~~and indata ~~Organic~~solutions. ~~ASV~~This increase was ~~mainly~~partially ~~from~~offset ~~workstations~~by ~~and,~~existing toclient ~~a lesser extent, CGS~~cancellations.

Segment ASV

As of ~~February~~May 2831, 2025, ASV from the Americas represented 65% of total ASV and was $1,~~501~~513.1 million, an increase from $1,~~413~~415.63 million as of ~~February~~May 2931, 2024. Americas Organic ASV was $1,~~474~~486.90 million as of ~~February~~May 2831, 2025, a 45.40% increase from the prior year period. The Organic ASV increase in the Americas was primarily driven by workstations and, to a lesser extent, CGS.

As of February 28, 2025, ASV from EMEA represented 25% of total ASV and was $571.3 million, an increase from $556.5 million as of February 29, 2024. EMEA Organic ASV was $571.4 million as of February 28, 2025, a 2.6% increase from the prior year period. The EMEA Organic ASV increase was mainly from CGS and data solutions.38

As of February 28, 2025, ASV from Asia Pacific represented 10% of total ASV and was $233.7 million, an increase from $215.5 million as of February 29, 2024. Asia Pacific Organic ASV was $229.9 million as of February 28, 2025, a 6.8% increase from the prior year period. The Asia Pacific Organic ASV increase was primarily driven by workstations and data solutions.

Buy-side and Sell-side Organic ASV Growth

The buy-side and sell-side Organic ASV annual growth rates as of February 28, 2025 were 4.1% and 2.2%, respectively. Buy-side clients account for approximately 82% of our Organic ASV, consistent with the prior year period, and primarily include institutional asset managers, wealth managers, asset owners, partners, hedge funds and corporate clients. The remaining

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~~Organic~~As ~~ASV~~of isMay 31, ~~derived~~2025, ASV from ~~sell-side~~EMEA ~~firms~~represented 25% of total ASV and was $581.9 million, ~~primarily~~an ~~including~~increase ~~broker-dealers~~from $565.0 million as of May 31, ~~banking~~2024. ~~and~~EMEA ~~advisory~~Organic ~~firms~~ASV was $575.2 million as of May 31, ~~and~~2025, ~~private~~a ~~equity~~2.1% ~~and~~increase ~~venture~~from ~~capital~~the ~~firms~~prior year period. The EMEA Organic ASV increase was mainly from CGS and data solutions.

As of May 31, 2025, ASV from Asia Pacific represented 10% of total ASV and was $240.1 million, an increase from $218.8 million as of May 31, 2024. Asia Pacific Organic ASV was $235.7 million as of May 31, 2025, a 7.1% increase from the prior year period. The Asia Pacific Organic ASV increase was primarily driven by workstations and data solutions.

Buy-side and Sell-side Organic ASV Growth

The buy-side and sell-side Organic ASV annual growth rates as of May 31, 2025 were each 4.0%. Buy-side clients account for approximately 82% of our Organic ASV, consistent with the prior year period, and primarily include institutional asset managers, wealth managers, asset owners, partners, hedge funds and corporate clients. The remaining Organic ASV is derived from sell-side firms, primarily including broker-dealers, banking and advisory firms, and private equity and venture capital firms.

Client and User Additions

The table below presents our total clients and users:

	As of February 28, 2025	As of February 29, 2024	Change
	As of May 31, 2025	As of May 31, 2024	Change
Clients(1)	8,~~645~~811	8,~~020~~029	79.87	%
Users(2)	~~219~~220,~~141~~496	~~206~~208,~~478~~140	65.19	%

(1)The client count includes clients with ASV of $10,000 ~~and above and does not reflect the acquisition of Liquid Holdings, LLC ("LiquidityBook")~~.

(2)The user count does not reflect ~~the~~users ~~Platform~~associated ~~Group~~with ~~Limited~~our ~~("Irwin")~~fiscal ~~and~~2025 ~~LiquidityBook~~ acquisitions.

Our total client count was 8,~~645~~811 as of ~~February~~May 2831, 2025, a net increase of 79.87% or ~~625~~782 clients in the last 12 months, mainly due to an increase in corporates, ~~which~~primarily ~~now~~driven ~~includes~~by clients from the ~~Irwin~~Platform ~~acquisition,~~Group ~~and~~Limited ~~wealth~~("Irwin") ~~management clients~~acquisition.

As of ~~February~~May 2831, 2025, there were ~~219~~220,~~141~~496 professionals using FactSet, representing a net increase of 65.19% or 12,~~663~~356 users in the last 12 months, primarily driven by an increase in wealth management users. The user count does not reflect our fiscal 2025 acquisitions.

Annual ASV retention was greater than 95% of ASV as of ~~February~~May 2831, 2025 and ~~February~~May 2931, 2024. When expressed as a percentage of clients, annual retention was 91% as of ~~February~~May 2831, 2025, compared with 90% as of ~~February~~May 2931, 2024.

Employee Headcount

As of ~~February~~May 2831, 2025, our net employee headcount increased by 2.6% to 12,~~598~~579, compared with 12,~~279~~262 employees as of ~~February~~May 2931, 2024. This net headcount growth was primarily driven by our Irwin and Liquid Holdings, LLC ("LiquidityBook") acquisitions and ancontinued ~~increase~~investment in ~~employees~~our ~~based~~centers inof ~~India~~excellence as("COEs") athrough ~~result~~an ofincrease ~~our~~in ~~continued~~employees ~~investment~~based in ~~our~~the ~~centers~~Philippines ofand ~~excellence ("COEs")~~India. Approximately 67% of our employees are located in our COEs.

As of ~~February~~May 2831, 2025, compared to ~~February~~May 2931, 2024, our net headcount growth was 45.82% in the Americas, 3.14% in EMEA and 1.97% in Asia Pacific. As of ~~February~~May 2831, 2025, we had 8,~~681~~668 employees located in Asia Pacific, 2,~~475~~466 in the Americas and 1,~~442~~445 in EMEA.

Results of Operations

For an understanding of the significant factors that influenced our performance for the three and ~~six~~nine months ended ~~February~~May 2831, 2025 and ~~February~~May 2931, 2024, the following discussion should be read in conjunction with the Consolidated Financial Statements and related Notes presented in Part I, Item 1. in this Quarterly Report on Form 10-Q.

~~The following table summarizes the results of operations for the periods described:~~39

	Three Months Ended							Six Months Ended
	February 28,		February 29,			% Change		February 28,		February 29,		% Change
(in thousands, except per share data)	2025		2024		2025			2024
Revenues	$	570,660	$	545,945		4.5	%	$	1,139,327	$	1,088,161	4.7	%
Cost of services	269,604		255,142			5.7	%	528,383		506,763		4.3	%
Selling, general and administrative	115,564		108,861			6.2	%	234,117		210,416		11.3	%
Operating income	$	185,492	$	181,942		2.0	%	$	376,827	$	370,982	1.6	%
Net income	$	144,860	$	140,940		2.8	%	$	294,882	$	289,495	1.9	%
Diluted weighted average common shares	38,510		38,650					38,513		38,646
Diluted EPS	$	3.76	$	3.65		3.0	%	$	7.66	$	7.49	2.3	%

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The following table summarizes the results of operations for the periods described:


	Three Months Ended							Nine Months Ended
	May 31,					% Change		May 31,				% Change
(in thousands, except per share data)	2025		2024		2025			2024
Revenues	$	585,520	$	552,708		5.9	%	$	1,724,847	$	1,640,869	5.1	%
Cost of services	280,729		246,986			13.7	%	809,112		753,749		7.3	%
Selling, general and administrative	110,636		103,263			7.1	%	344,753		313,679		9.9	%

Operating income	$	194,155	$	202,459		(4.1)	%	$	570,982	$	573,441	(0.4)	%

Net income	$	148,542	$	158,135		(6.1)	%	$	443,424	$	447,630	(0.9)	%
Diluted weighted average common shares	38,344		38,640					38,457		38,644
Diluted EPS	$	3.87	$	4.09		(5.4)	%	$	11.53	$	11.58	(0.4)	%

Revenues

Three months ended ~~February~~May 2831, 2025 compared with three months ended ~~February~~May 2931, 2024

Revenues for the three months ended ~~February~~May 2831, 2025 were $~~570~~585.75 million, an increase of 4.5.9%. This 4.5.9% growth in revenues was driven by a 4.04% increase in organic revenues, which totaled $~~568~~577.02 million for the three months ended ~~February~~May 2831, 2025, and a 01.74% increase from acquisition-related revenues, partially offset by a net ~~decrease~~increase of 0.21% from foreign currency exchange rate fluctuations. Revenues increased in all our segments, primarily in the Americas. The increase in revenues was primarily driven by workstations and, to a lesser extent, front office solutions and CGS.

~~Six~~Nine months ended ~~February~~May 2831, 2025 compared with ~~six~~nine months ended ~~February~~May 2931, 2024

Revenues for the ~~six~~nine months ended ~~February~~May 2831, 2025 were $1,~~139~~724.38 million, an increase of 45.71%. This 45.71% growth in revenues was driven by a 4.4% increase in organic revenues, which totaled $1,~~135~~712.79 million for the ~~six~~nine months ended ~~February~~May 2831, 2025, and a 0.47% increase from acquisition-related revenues~~, partially offset by a net decrease of 0~~.1% ~~from foreign currency exchange rate fluctuations.~~ Revenues increased in all our segments, primarily in the Americas. The increase in revenues was mainly from workstations and, to a lesser extent, CGS ~~and data solutions~~.

Revenues by Segment

The following table summarizes our revenues by segment:

	Three Months Ended								~~Six~~Nine Months Ended
	February 28,			February 29,			% Change		February 28,			February 29,			% Change
	May 31,						% Change		May 31,						% Change
(dollar amounts in thousands)	2025			2024					2025			2024
Americas	$	~~369~~380,~~661~~501		$	~~352~~356,~~618~~468		46.87	%	$	~~736~~1,~~903~~117,404		$	~~700~~1,~~985~~057,453		5.17	%
% of revenues	6465.80		%	64.65		%			64.78		%	64.4		%
EMEA	$	~~143~~145,~~387~~741		$	~~139~~141,~~176~~279		3.02	%	$	~~287~~432,~~112~~853		$	~~278~~420,~~737~~016		3.01	%
% of revenues	2524.19		%	25.56		%			25.21		%	25.6		%
Asia Pacific	$	5759,~~612~~278		$	54,~~151~~961		67.49	%	$	~~115~~174,~~312~~590		$	~~108~~163,~~439~~400		6.38	%
% of revenues	10.1		%	9.9		%			10.1		%	10.0		%
Consolidated	$	~~570~~585,~~660~~520		$	~~545~~552,~~945~~708		4.5.9	%	$	1,~~139~~724,~~327~~847		$	1,~~088~~640,~~161~~869		45.71	%

~~Three months ended February 28, 2025 compared with three months ended February 29, 2024~~ 40

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Three months ended May 31, 2025 compared with three months ended May 31, 2024

Americas

Americas revenues increased 46.87% to $~~369~~380.75 million during the three months ended ~~February~~May 2831, 2025, compared with $~~352~~356.65 million from the same period a year ago. This 46.87% growth in revenues was driven by a 45.0% increase in organic revenues and a 01.98% increase from acquisition-related revenues, partially offset by a ~~net decrease of~~ 0.1% net decrease from foreign currency exchange rate fluctuations. The increase in revenues was driven by workstations, ~~CGS~~ and front office solutions.

EMEA

EMEA revenues increased 3.02% to $~~143~~145.47 million during the three months ended ~~February~~May 2831, 2025, compared with $~~139~~141.2 million from the same period a year ago. This 3.02% growth in revenues was driven by a 32.13% increase in organic revenues, ~~and~~ a 0.36% increase from acquisition-related revenues, ~~partially~~and ~~offset by~~ a ~~net decrease of~~ 0.43% net increase from foreign currency exchange rate fluctuations. The increase in revenues was mainly from CGS, data solutions and ~~middle~~front office solutions.

Asia Pacific

Asia Pacific revenues increased 67.49% to $5759.63 million during the three months ended ~~February~~May 2831, 2025, compared with $5455.10 million from the same period a year ago. This 7.9% growth in revenues was driven by a 6.84% increase in organic revenues, ~~and~~ a 0.29% increase from acquisition-related revenues, ~~partially~~and ~~offset by~~ a ~~net decrease of~~ 0.6% net benefit from foreign currency exchange rate fluctuations. The increase in revenues was driven by data solutions and workstations.

39Nine months ended May 31, 2025 compared with nine months ended May 31, 2024

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Six months ended February 28, 2025 compared with six months ended February 29, 2024

Americas

Revenues from the Americas increased 5.17% to $~~736~~1,117.94 million during the ~~six~~nine months ended ~~February~~May 2831, 2025, compared with $~~701~~1,057.05 million from the same period a year ago. This 5.17% growth in revenues was driven by a 4.67% increase in organic revenues and a 01.60% increase from acquisition-related revenues~~, partially offset by a net decrease of 0~~.1% ~~from foreign currency exchange rate fluctuations.~~ The increase in revenues was driven by workstations and, to a lesser extent, CGS and front office solutions.

EMEA

Revenues from EMEA increased 3.01% to $~~287~~432.19 million during the ~~six~~nine months ended ~~February~~May 2831, 2025, compared with $~~278~~420.70 million from the same period a year ago. This 3.01% growth in revenues was driven by a 2.97% increase in organic revenues, ~~and~~ a 0.23% increase from acquisition-related revenues, ~~partially~~and ~~offset by~~ a ~~net decrease of~~ 0.1% net increase from foreign currency exchange rate fluctuations. The increase in revenues was mainly from ~~middle~~CGS, ~~office~~data solutions, ~~CGS~~ and ~~data~~middle office solutions.

Asia Pacific

Revenues from Asia Pacific increased 6.38% to $~~115~~174.36 million during the ~~six~~nine months ended ~~February~~May 2831, 2025, compared with $~~108~~163.4 million from the same period a year ago. This 6.38% growth in revenues was driven by a 6.5% increase in organic revenues and a 0.13% increase from acquisition-related revenues~~, partially offset by a 0~~.3% ~~decrease from foreign currency exchange rate fluctuations.~~ The increase in revenues was driven by data solutions and workstations.

Operating Expenses

Principal Operating Expenses

Cost of services is mainly comprised of employee compensation costs and also includes expenses related to data costs, computer-related expenses, amortization of intangible assets, royalty fees, telecommunication costs and computer depreciation.

Selling, general and administrative ("SG&A") consists primarily of employee compensation costs and also includes expenses related to occupancy costs, professional fees, depreciation of furniture and fixtures, amortization of leasehold improvements, travel and entertainment expenses, marketing costs, other employee-related expenses, internal communication costs, ~~and~~ bad debt expense and the impact from our foreign currency forward contracts.

Employee compensation costs are a major component of both our Cost of services and SG&A. These expenses primarily include costs related to salaries, incentive compensation and sales commissions, stock-based compensation, benefits, employment taxes, and any applicable restructuring costs.

We assign employee compensation costs between Cost of services and SG&A based on the roles and activities associated with each employee. We categorize employees within the content collection, consulting, product development, software and systems engineering groups as Cost of services personnel. Employees included in our sales department and those that serve in various other support departments, including marketing, finance, legal, human resources and administrative services, are classified as SG&A.41

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The following table summarizes the components of our total operating expenses and operating margin:

	Three Months Ended								~~Six~~Nine Months Ended
	February 28,			February 29,					February 28,			February 29,			% Change
	May 31,								May 31,						% Change
(dollar amounts in thousands)	2025			2024			% Change		2025			2024
Cost of services	$	~~269~~280,~~604~~729		$	~~255~~246,~~142~~986		513.7	%	$	~~528~~809,~~383~~112		$	~~506~~753,~~763~~749		47.3	%
SG&A	~~115~~110,~~564~~636			~~108~~103,~~861~~263			67.21	%	~~234~~344,~~117~~753			~~210~~313,~~416~~679			119.39	%
Total operating expenses	$	~~385~~391,~~168~~365		$	~~364~~350,~~003~~249		511.87	%	$	~~762~~1,~~500~~153,865		$	~~717~~1,~~179~~067,428		68.31	%
Operating income	$	~~185~~194,~~492~~155		$	~~181~~202,~~942~~459		2(4.01)	%	$	~~376~~570,~~827~~982		$	~~370~~573,~~982~~441		1(0.64)	%
Operating margin	3233.52		%	3336.36		%			33.1		%	34.19		%

Cost of Services

Three months ended ~~February~~May 2831, 2025 compared with three months ended ~~February~~May 2931, 2024

Cost of services increased 513.7% to $~~269~~280.67 million for the three months ended ~~February~~May 2831, 2025, compared with $~~255~~247.10 million for the same period a year ago, primarily due to an increase in ~~computer-related~~employee ~~expenses~~compensation costs and amortization of intangible assets~~, partially offset by a decrease in employee compensation costs~~.

Cost of services, when expressed as a percentage of revenues, was 47.29% for the three months ended ~~February~~May 2831, 2025, an increase of 50330 basis points compared with the same period a year ago. This increase was primarily due to higher ~~computer-related~~employee ~~expenses,~~compensation ~~amortization~~costs ~~of intangible assets~~ and ~~other~~amortization ~~expenses included in Cost~~ of ~~services,~~intangible ~~partially offset by a decrease in employee compensation costs~~assets.

When expressed as a percentage of revenues:

•~~Computer-related~~Employee ~~expenses~~compensation costs increased by ~~120~~150 basis points, primarily due to higher variable compensation costs driven by ~~higher~~a ~~spend~~lower ~~related~~bonus toaccrual ~~cloud-based~~in ~~hosting~~the ~~services~~prior year period and ~~licensed~~an ~~software~~increase ~~arrangements~~in annual base salaries. The increase in annual base salaries was primarily driven by annual merit increases and a net headcount increase in cost of services of 251 employees, primarily driven by our fiscal 2025 acquisitions.

•Amortization of intangible assets increased by 80100 basis points, mainly due to higher amortization from ~~increased~~ our capitalized ~~costs related to the development of our~~ internal-use software development costs.

~~•Employee~~Nine ~~compensation~~months ~~costs~~ended ~~decreased by 210 basis points~~May 31, ~~primarily~~2025 ~~driven~~compared bywith anine ~~decrease~~months inended ~~restructuring charges~~May 31, ~~partially~~2024 ~~offset by an increase in variable compensation costs.~~

~~Six~~Cost of services increased 7.3% to $809.1 million for the nine months ended ~~February~~May 2831, 2025, compared with ~~six~~$753.7 ~~months~~million ~~ended~~in ~~February 29~~the same period a year ago, ~~2024~~primarily due to an increase in amortization of intangible assets, computer-related expenses, and employee compensation costs.

Cost of services, ~~increased~~when ~~4.3%~~expressed toas ~~$528.4~~a ~~million~~percentage of revenues, was 46.9% for the ~~six~~nine months ended ~~February~~May 2831, 2025, ~~compared~~an ~~with~~increase ~~$506.8~~of ~~million~~100 inbasis points compared with the same period a year ago,. This increase was primarily ~~due~~driven toby an increase in amortization of intangible assets ~~and computer-related expenses~~, partially offset by alower ~~decrease in~~ employee compensation costs.

Cost of services, when expressed as a percentage of revenues, was 46.4% for the six months ended February 28, 2025, a decrease of 20 basis points compared with the same period a year ago. This decrease was primarily driven by lower employee compensation costs, partially offset by an increase in amortization of intangible assets.

When expressed as a percentage of revenues:

•~~Employee~~Amortization ~~compensation~~of ~~costs~~intangible ~~decreased~~assets ~~190~~increased 100 basis points, ~~primarily~~mainly due to ahigher ~~decrease~~amortization infrom ~~restructuring~~our ~~charges,~~capitalized ~~partially~~internal-use ~~offset~~software bydevelopment ~~an increase in variable compensation~~ costs.

•~~Amortization~~Employee ofcompensation ~~intangible~~costs ~~assets~~decreased ~~increased~~80 ~~100~~ basis points, ~~mainly~~primarily due to ~~higher~~revenues ~~amortization~~outpacing ~~from~~the ~~capitalized~~increase in employee compensation costs ~~related~~and toa ~~the~~decrease ~~development~~in ofrestructuring ~~our~~charges, ~~internal-use~~partially ~~software~~offset by higher variable compensation costs driven by a lower bonus accrual in the prior year period.

~~Selling, General and Administrative~~42

Three months ended February 28, 2025 compared with three months ended February 29, 2024

SG&A increased 6.2% to $115.6 million for the three months ended February 28, 2025, compared with $108.9 million in the same period a year ago, primarily driven by higher professional fees.

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~~SG&A~~Selling, ~~when~~General ~~expressed~~and as a percentage of revenues, was 20.3% for the three months ended February 28, 2025, an increase of 30 basis points compared with the same period a year ago. This increase was primarily driven by higher professional fees, partially offset by a decrease in bad debt expense. Administrative

Three months ended May 31, 2025 compared with three months ended May 31, 2024

SG&A increased 7.1% to $110.6 million for the three months ended May 31, 2025, compared with $103.3 million in the same period a year ago, primarily driven by higher employee compensation costs, partially offset by a benefit from the net settlement of our foreign currency forward contracts.

SG&A, when expressed as a percentage of revenues, was 18.9% for the three months ended May 31, 2025, an increase of 20 basis points compared with the same period a year ago. This increase was primarily driven by higher employee compensation costs, partially offset by a benefit from the net settlement of our foreign currency forward contracts.

When expressed as a percentage of revenues:

•~~Professional~~Employee ~~fees~~compensation costs increased by ~~140~~80 basis points, mainly due to ~~acquisition-related~~higher variable compensation costs driven by a lower bonus accrual in the prior year period and an increase in payroll taxes due to a one-time payroll tax adjustment that occurred in the prior year period.

•~~Bad~~The ~~debt~~net ~~expense~~settlement ~~decreased~~of byforeign 50currency ~~basis~~forward ~~points,~~contracts ~~primarily~~decreased ~~due~~SG&A toby ~~improved~~30 ~~client~~basis ~~collections~~points.

~~Six~~Nine months ended ~~February~~May 2831, 2025 compared with ~~six~~nine months ended ~~February~~May 2931, 2024

SG&A expenses increased 119.39% to $~~234~~344.18 million for the ~~six~~nine months ended ~~February~~May 2831, 2025, compared with $~~210~~313.47 million for the same period a year ago, primarily driven by higher ~~professional fees and~~ employee compensation costs and professional fees.

SG&A expenses, when expressed as a percentage of revenues, were 20.50% for the ~~six~~nine months ended ~~February~~May 2831, 2025, an increase of ~~120~~90 basis points compared with the same period a year ago. This increase was primarily due to higher professional fees and employee compensation costs.

When expressed as a percentage of revenues:

•Professional fees increased by ~~110~~80 basis points, mainly due to acquisition-related costs.

•Employee compensation costs increased by 4050 basis points, mainly due to anhigher ~~increase in~~ variable compensation costs driven by a lower bonus accrual in the prior year period.

Operating Income and Operating Margin

Three months ended ~~February~~May 2831, 2025 compared with three months ended ~~February~~May 2931, 2024

Operating income ~~increased~~decreased 24.01% to $~~185~~194.52 million for the three months ended ~~February~~May 2831, 2025, compared with $~~181~~202.95 million in the prior year period. This ~~increase~~decrease was primarily driven by ~~growth~~higher inemployee ~~revenues,~~compensation ~~partially~~costs ~~offset by an increase in professional fees, computer-related expenses~~ and amortization of intangible assets~~. Based on the operating income for the three months ended February 28~~, ~~2025,~~partially ~~comparing~~offset ~~the~~by ~~average~~growth ~~foreign currency exchange rates for the three months ended February 28, 2025 to the rates for the three months ended February 29, 2024, net of hedge activity, resulted~~ in ~~an increase in operating income of $1~~revenues.3 ~~million.~~

Operating margin decreased to 3233.52% during the three months ended ~~February~~May 2831, 2025, compared with 3336.36% in the prior year period. When expenses are expressed as a percentage of revenues, this decrease in operating margin was mainly due to higher ~~professional~~employee ~~fees~~compensation costs and ~~computer-related~~amortization ~~expenses~~of intangible assets, partially offset by growth in revenues and a ~~decrease~~benefit infrom ~~employee~~the ~~compensation~~net ~~costs~~settlement of our foreign currency forward contracts.

~~Six~~Nine months ended ~~February~~May 2831, 2025 compared with ~~six~~nine months ended ~~February~~May 2931, 2024

Operating income ~~increased~~decreased 10.64% to $~~376~~571.80 million for the ~~six~~nine months ended ~~February~~May 2831, 2025, compared with $~~371~~573.04 million in the prior year period. This ~~increase~~decrease was primarily due to ~~growth~~higher inemployee ~~revenues,~~compensation ~~partially~~costs ~~offset~~and ~~by higher~~ amortization of intangible assets, ~~professional~~partially ~~fees~~offset ~~and~~by ~~computer-related~~growth expenses. Based on the operating income for the six months ended February 28, 2025, comparing the average foreign currency exchange rates for the six months ended February 28, 2025 to the rates for the six months ended February 29, 2024, net of hedge activity, resulted in ~~an increase in operating income of $0~~revenues.2 ~~million.~~

Operating margin decreased to 33.1% for the ~~six~~nine months ended ~~February~~May 2831, 2025, compared with 34.19% in the prior year period. When expenses are expressed as a percentage of revenues, this decrease was primarily due to anhigher ~~increase in professional fees and~~ amortization of intangible assets and professional fees, partially offset by growth in revenues ~~and a decrease in employee compensation costs~~.

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Operating Income by Segment

We operate our business through three segments: the Americas; EMEA; and Asia Pacific. Refer to Note 16, Segment Information in the Notes to the Consolidated Financial Statements included in Part I, Item 1. of this Quarterly Report on Form 10-Q for further discussion regarding our segments. The following table summarizes our operating income by segment:


	Three Months Ended						Nine Months Ended
	May 31,				% Change		May 31,				% Change

(dollar amounts in thousands)	2025		2024				2025		2024
Americas	$	81,565	$	87,696	(7.0)	%	$	236,490	$	250,255	(5.5)	%
EMEA	69,027		75,463		(8.5)	%	208,633		207,167		0.7	%
Asia Pacific	43,563		39,300		10.8	%	125,859		116,019		8.5	%
Total Operating Income	$	194,155	$	202,459	(4.1)	%	$	570,982	$	573,441	(0.4)	%

~~Table~~Three ofmonths ~~Contents~~ended May 31, 2025 compared with three months ended May 31, 2024

	Three Months Ended						Six Months Ended
	February 28,		February 29,		% Change		February 28,		February 29,		% Change
(dollar amounts in thousands)	2025		2024				2025		2024
Americas	$	73,127	$	81,711	(10.5)	%	$	154,925	$	162,559	(4.7)	%
EMEA	70,568		62,839		12.3	%	139,606		131,704		6.0	%
Asia Pacific	41,797		37,392		11.8	%	82,296		76,719		7.3	%
Total Operating Income	$	185,492	$	181,942	2.0	%	$	376,827	$	370,982	1.6	%

Three months ended February 28, 2025 compared with three months ended February 29, 2024

Americas

Americas operating income decreased 107.50% to $7381.16 million during the three months ended ~~February~~May 2831, 2025, compared with $8187.7 million in the same period a year ago. This decrease was primarily due to higher ~~professional~~employee ~~fees,~~compensation ~~computer-related~~costs ~~expenses~~ and amortization of intangible assets, partially offset by growth in revenues of 46.87%.

•~~Professional~~Employee ~~fees~~compensation costs increased mainly due to ~~acquisition-related~~higher variable compensation costs driven by a lower bonus accrual in the prior year period and an increase in payroll taxes due to a one-time payroll tax adjustment that occurred in the prior year period.

•~~Computer-related~~Amortization ~~expenses~~of intangible assets increased ~~primarily~~mainly due to higher ~~spend~~amortization ~~related~~from toour ~~cloud~~capitalized internal-~~based~~use ~~hosting services and licensed~~ software ~~arrangements~~development costs.

•Amortization of intangible assets increased mainly due to higher amortization from capitalized costs related to the development of our internal-use software.

EMEA

EMEA operating income ~~increased~~decreased 128.35% to $7069.60 million during the three months ended ~~February~~May 2831, 2025, compared with $6275.85 million in the same period a year ago. This ~~increase~~decrease was primarily due to higher employee compensation costs mainly due to higher annual base salaries and an increase in variable compensation costs driven by a lower bonus accrual in the prior year period, partially offset by growth in revenues of 3.02%. ~~and~~The ~~lower~~increase ~~employee~~in ~~compensation~~annual ~~costs~~base ~~mainly~~salaries ~~due~~was toprimarily driven by annual merit increases and a ~~decrease~~net inheadcount ~~restructuring~~increase ~~charges~~of 47 employees.

Asia Pacific

Asia Pacific operating income increased 1110.8% to $4143.86 million during the three months ended ~~February~~May 2831, 2025, compared with $3739.43 million in the same period a year ago. This increase was mainly due to growth in revenues of 67.49%, partially offset by an increase in employee compensation costs primarily due to higher annual base salaries and an increase in variable compensation costs ~~and~~driven ~~annual~~by ~~base~~a ~~salaries~~lower bonus accrual in the prior year period. The increase in annual base salaries was primarily driven by annual merit increases and a net headcount increase of ~~162~~147 employees.

~~Six~~Nine months ended ~~February~~May 2831, 2025 compared with ~~six~~nine months ended ~~February~~May 2931, 2024

Americas

Americas operating income decreased 45.75% to $~~154~~236.95 million during the ~~six~~nine months ended ~~February~~May 2831, 2025, compared with $~~162~~250.63 million in the same period a year ago. This decrease was primarily due to higher amortization of intangible assets, ~~professional~~employee ~~fees~~compensation costs and ~~computer-related~~professional ~~expenses~~fees, partially offset by growth in revenues of 5.17%.

•Amortization of intangible assets increased mainly due to higher amortization from ~~capitalized costs related to the development of~~ our capitalized internal-use software development costs.

•~~Professional~~Employee ~~fees~~compensation costs increased mainly due ~~acquisition-related~~to higher variable compensation costs driven by a lower bonus accrual in the prior year period.

•~~Computer-related~~Professional ~~expenses~~fees increased ~~primarily~~mainly due to ~~higher spend~~ acquisition-related ~~to licensed software arrangements and cloud-based hosting services~~costs.

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EMEA

EMEA operating income increased 6.0.7% to $~~139~~208.6 million during the ~~six~~nine months ended ~~February~~May 2831, 2025, compared with $~~131~~207.71 million in the same period a year ago. This increase was primarily due to growth in revenues of 3.01%, ~~and~~partially aoffset ~~decrease~~by inhigher employee compensation expense. Employee compensation costs ~~decreased~~increased primarily due to ~~lower variable compensation costs and payroll taxes, partially offset by~~ an increase in annual base salaries driven by annual merit increases and a net headcount increase of 4447 employees.

Asia Pacific

Asia Pacific operating income increased 78.35% to $82125.39 million during the ~~six~~nine months ended ~~February~~May 2831, 2025, compared with $76116.70 million in the same period a year ago. This increase was mainly due to growth in revenues of 6.38%, partially offset by higher employee compensation costs. Employee compensation costs increased primarily due to higher annual base salaries driven by annual merit increases and a net headcount increase of ~~162~~147 employees.

Income Taxes

The provision for income taxes and the effective tax rate are as follows:

	Three Months Ended								~~Six~~Nine Months Ended
	February 28,			February 29,					February 28,			February 29,
	May 31,								May 31,
(dollar amounts in thousands)	2025			2024			% Change		2025			2024			% Change
Income before income taxes	$	~~172~~179,~~320~~948		$	~~168~~190,~~645~~532		2(5.26)	%	$	~~352~~532,~~059~~007		$	~~343~~534,~~841~~373		2(0.4)	%
Provision for income taxes	$	2731,~~460~~406		$	2732,~~705~~397		(03.91)	%	$	5788,~~177~~583		$	5486,~~346~~743		5.2.1	%
Effective tax rate	1517.95		%	1617.40		%			16.27		%	1516.82		%

We are subject to taxation in the United States ("U.S.") and various foreign jurisdictions in which we conduct our business.

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Net Income and Diluted EPS

	Three Months Ended						~~Six~~Nine Months Ended
	February 28,		February 29,				February 28,		February 29,
	May 31,						May 31,
(in thousands, except per share data)	2025		2024		% Change		2025		2024		% Change
Net income	$	~~144~~148,~~860~~542	$	~~140~~158,~~940~~135	2(6.81)	%	$	~~294~~443,~~882~~424	$	~~289~~447,~~495~~630	1(0.9)	%
Diluted weighted average common shares	38,~~510~~344		38,~~650~~640		(0.48)	%	38,~~513~~457		38,~~646~~644		(0.35)	%
Diluted EPS	$	3.7687	$	34.6509	3(5.04)	%	$	711.6653	$	711.4958	2(0.34)	%

The ~~increase~~decrease in Net income and Diluted EPS for the three ~~and six~~ months ended ~~February~~May 2831, 2025, compared to the respective prior year period, was primarily driven by ~~higher~~lower operating income.

The decrease in Net income and Diluted EPS for the nine months ended May 31, 2025, compared to the respective prior year period, was primarily driven by lower interest income and operating income, partially offset by lower interest expense.

Non-GAAP Financial Measures

To supplement the financial measures prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), we use non-GAAP financial measures including organic revenues, adjusted operating income, adjusted operating margin, adjusted net income, EBITDA, adjusted EBITDA, ~~and~~ adjusted Diluted EPS and free cash flow. The reconciliations from our financial measures calculated and presented in accordance with GAAP to these non-GAAP financial measures are shown in the tables below and refer to Liquidity and Capital Resources within this section below, for our free cash flow reconciliation.. These non-GAAP financial measures should not be considered in isolation from, as a substitute for, or superior to, financial measures reported in accordance with GAAP. Moreover, these non-GAAP financial measures have limitations in that they do not reflect all the items associated with the operations of our business as determined in accordance with GAAP. Other companies may calculate similarly titled non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

Despite the limitations of these non-GAAP financial measures, we believe these adjusted financial measures and the information they provide are useful in viewing our performance using the same tools that management uses to gauge progress in achieving our goals. Adjusted measures may also facilitate comparisons to our historical performance.

Organic revenues excludes the current year impact of revenues from acquisitions and dispositions completed within the past 12 months ("Acquisition revenues" and "Disposition revenues", respectively) and the current year impact from changes in foreign currency. In addition, for year to date comparisons, organic revenues excludes current year revenues that were incurred prior to the first anniversary date of an acquisition. The table below provides an unaudited reconciliation of revenues to organic revenues:

	Three Months Ended						~~Six~~Nine Months Ended
	February 28,		February 29,		% Change		February 28,		February 29,		% Change
	May 31,				% Change		May 31,				% Change
(dollar amounts in thousands)	2025		2024				2025		2024
Revenues	$	~~570~~585,~~660~~520	$	~~545~~552,~~945~~708	4.5.9	%	$	1,~~139~~724,~~327~~847	$	1,~~088~~640,~~161~~869	45.71	%
Acquisition revenues	(37,~~793~~781)		—				(412,~~489~~270)		—
Currency impact	~~1,118~~(539)		—				~~820~~281		—
Organic revenues	$	~~567~~577,~~985~~200	$	~~545~~552,~~945~~708	4.04	%	$	1,~~135~~712,~~658~~858	$	1,~~088~~640,~~161~~869	4.4	%

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The table below provides an unaudited reconciliation of Operating income, operating margin, Net income and Diluted EPS to adjusted operating income, adjusted operating margin, adjusted net income, EBITDA, adjusted EBITDA and adjusted Diluted EPS. Adjusted operating income and margin, adjusted net income, and adjusted Diluted EPS exclude the impact of acquisition-related intangible asset amortization and non-recurring items. EBITDA represents earnings before interest expense, provision for income taxes and depreciation and amortization, while adjusted EBITDA further excludes non-recurring non-cash expenses.

	Three Months Ended						~~Six~~Nine Months Ended
	February 28,		February 29,				February 28,		February 29,
	May 31,						May 31,
(in thousands, except per share data)	2025		2024		% Change		2025		2024		% Change
Operating income	$	~~185~~194,~~492~~155	$	~~181~~202,~~942~~459	2(4.01)%		$	~~376~~570,~~827~~982	$	~~370~~573,~~982~~441	1(0.64)%
Intangible asset amortization	1819,~~137~~182		16,674				3453,~~718~~900		3450,~~018~~692
Business acquisitions and related costs	91,~~040~~976		—423				1214,~~793~~769		—423
Sales tax dispute(1)	—		—				2,398		—
Restructuring/severance	—		10(1,~~710~~596)				(317)		86,~~291~~695
Adjusted operating income	$	~~212~~215,~~669~~313	$	~~209~~217,~~326~~960	(1.62)%		$	~~426~~641,~~419~~732	$	~~413~~631,~~291~~251	31.27%
Operating margin	3233.52%		3336.36%				33.1%		34.19%
Adjusted operating margin(2)	3736.38%		3839.34%				37.42%		38.05%
Net income	$	~~144~~148,~~860~~542	$	~~140~~158,~~940~~135	2(6.81)	%	$	~~294~~443,~~882~~424	$	~~289~~447,~~495~~630	1(0.9)	%
Intangible asset amortization	13,~~425~~943		1211,~~579~~466				2539,~~815~~809		2536,~~167~~791
Business acquisitions and related costs	61,~~691~~436		—291				910,~~512~~908		—307
Sales tax dispute(1)	—		—				1,~~783~~771		—
Restructuring/severance	—		8(1,~~080~~096)				(~~236~~234)		64,~~134~~859
Income tax items	—		~~1,468~~—				1,351		1,397
Adjusted net income(3)	$	~~164~~163,~~976~~921	$	~~163~~168,~~067~~796	1.(2.9)	%	$	~~333~~497,~~107~~029	$	~~322~~490,~~193~~984	31.42	%
Net income	$	~~144~~148,~~860~~542	$	~~140~~158,~~940~~135	2(6.81)	%	$	~~294~~443,~~882~~424	$	~~289~~447,~~495~~630	1(0.9)	%
Interest expense	1315,~~916~~122		16,~~599~~894				2843,~~316~~438		3350,~~337~~231
Income taxes	2731,~~460~~406		2732,~~705~~397				5788,~~177~~583		5486,~~346~~743
Depreciation and amortization expense	3840,~~410~~845		3132,~~582~~504				74114,~~127~~972		5891,~~650~~154
EBITDA	$	~~224~~235,~~646~~915	$	~~216~~239,~~826~~930	3(1.67)	%	$	~~454~~690,~~502~~417	$	~~435~~675,~~828~~758	42.32	%
Non-recurring non-cash expenses(4)	—		~~1,285~~—				—		1,285
Adjusted EBITDA	$	~~224~~235,~~646~~915	$	~~218~~239,~~111~~930	3(1.07)	%	$	~~454~~690,~~502~~417	$	~~437~~677,~~113~~043	42.0	%
Diluted EPS	$	3.7687	$	34.6509	3(5.04)	%	$	711.6653	$	711.4958	2(0.34)	%
Intangible asset amortization	0.3536		0.3230				01.6603		0.6494
Business acquisitions and related costs	0.1704		—0.01				0.2528		—0.01
Sales tax dispute(1)	—		—				0.05		—
Restructuring/severance	—		(0.2103)				(0.01)		0.1714
Income tax items	—		0.0400				0.04		0.04
Adjusted Diluted EPS(3)	$	4.2827	$	4.2237	1(2.43)	%	$	812.6592	$	812.3471	31.7	%
Weighted average common shares (diluted)	38,~~510~~344		38,~~650~~640				38,~~513~~457		38,~~646~~644

(1)Related to a resolved matter with the Massachusetts Department of Revenue. Refer to Note 12, Commitments and Contingencies in the Notes to the Consolidated Financial Statements included in Part I, Item 1. of this Quarterly Report on Form 10-Q, for further discussion on this matter.

(2)Adjusted operating margin is calculated as Adjusted operating income divided by Revenues.

(3)For purposes of calculating Adjusted net income and Adjusted diluted EPS, all adjustments for the three months ended ~~February~~May 2831, 2025 and ~~February~~May 2931, 2024 were taxed at an adjusted tax rate of 2627.03% and 2431.62%, respectively. The ~~six~~nine months ended ~~February~~May 2831, 2025 and ~~February~~May 2931, 2024 were taxed at an adjusted tax rate of 2526.61% and 2627.04%, respectively.

(4)Related to the accelerated vesting of stock awards for certain employees.

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Liquidity and Capital Resources

As of ~~February~~May 2831, 2025, Cash and cash equivalents were $~~278~~356.54 million and restricted cash was $1314.0 million, compared with Cash and cash equivalents of $423.0 million as of August 31, 2024. Refer to Summary of Cash Flows within this section below, for more information on cash flows during the ~~second~~third quarter of fiscal 2025.

Our cash and cash equivalents are held in numerous locations throughout the world, with $~~116~~158.3 million in the Americas, $~~114~~138.43 million in EMEA (predominantly in the UK) and the remaining $4759.8 million in Asia Pacific (predominantly in the Philippines, ~~Australia~~ and India) as of ~~February~~May 2831, 2025.

Our cash flows provided by operating activities, existing cash and cash equivalents, supplemented with our debt borrowings, have been sufficient to fund our operations while allowing us to invest in activities that support the long-term growth of our operations. Generally, some or all of our remaining available cash flows have been used to, among other things, service our existing and future debt obligations, satisfy our working capital requirements and fund various activities, including our capital expenditures, acquisitions, investments, dividend payments and repurchases of our common stock. Based on past performance and current expectations, we believe our sources of liquidity, including the available capacity under our existing revolving credit facility and other financing alternatives, will provide us the necessary capital to fund these transactions and achieve our planned growth for the next 12 months and the foreseeable future. We are exposed to credit risk for our cash, cash equivalents and restricted cash held in financial institutions in the event of a default, to the extent that such amounts are in excess of applicable insurance limits; however, we do not believe our concentration of cash, cash equivalents and restricted cash presents a significant credit risk as the counterparties to the instruments consist of multiple high-quality, credit-worthy financial institutions.

Sources of Liquidity

Debt and Swap Agreements

~~2022~~2025 Credit Agreement

On ~~March~~April 18, ~~2022~~2025, we entered into a credit agreement (the "~~2022~~2025 Credit Agreement") and borrowed ~~an aggregate principal amount of~~ $1500.0 ~~billion~~million under ~~its~~a senior unsecured term loan credit facility (the "~~2022~~2025 Term Facility"). ~~and~~We ~~$250.0~~used ~~million~~the ofproceeds from the ~~available~~2025 ~~$500.0~~Term ~~million~~Facility borrowing to repay the outstanding balance under ~~its~~the 2022 Revolving Facility (as defined below). The 2025 Credit Agreement also provides for a $1.0 billion senior unsecured revolving credit facility (the "~~2022~~2025 Revolving Facility"). The ~~2022~~2025 Revolving Facility, together with the ~~2022~~2025 Term Facility, are referred to as the "~~2022~~2025 Credit Facilities".

The ~~2022~~2025 Term Facility ~~matured~~matures on ~~March~~April 18, ~~2025~~2028, and the ~~2022~~2025 Revolving Facility matures on ~~March~~April 18, ~~2027~~2030. The ~~2022~~2025 Revolving Facility ~~allows~~provides for ~~the availability of~~ up to $100.0 million in the form of letters of credit, ~~and~~ up to $50100.0 million in the form of swingline loans. ~~The~~We ~~2022~~may ~~Revolving~~seek ~~Facility allowed for~~ additional commitments of up to $~~750~~1.0 ~~million~~billion from lenders or other financial institutions. On January 31, 2025, we entered into a joinder agreement to our 2022 Credit Agreement that added an incremental revolving loan lender and increased the available commitments under the ~~2022~~2025 Revolving Facility byfrom ~~$100.0~~lenders ~~million.~~or ~~The joinder agreement increased the total 2022 Revolving Facility commitments to $600.0 million, reducing the additional commitments we can seek to $650.0 million. All~~ other ~~terms~~financial ~~of the 2022 Credit Agreement remained unchanged~~institutions.

WeThe ~~may~~2025 ~~voluntarily~~Term ~~prepay~~Facility ~~loans~~is ~~under~~subject ~~the~~to ~~2022~~scheduled ~~Credit~~quarterly ~~Facilities~~amortization atpayments, ~~any~~commencing ~~time~~on ~~without~~August 31, ~~premium~~2025, orwith ~~penalty~~each amortization payment equal to 1.25% ~~During~~of the ~~three~~original ~~and~~principal ~~six~~amount ~~months~~of ~~ended~~the ~~February 28,~~2025 Term Facility. The 2025, weCredit ~~repaid~~Facilities ~~$62.5~~are ~~million~~not ~~and~~otherwise ~~$125~~subject to any mandatory prepayments.0 ~~million,~~We ~~respectively,~~may voluntarily prepay loans under the ~~2022~~2025 ~~Term~~Credit ~~Facility~~Facilities at any time without premium or penalty. AsPrepayments of ~~February 28,~~the 2025, Term Facility shall be applied to reduce the ~~2022~~subsequent ~~Term~~scheduled ~~Facility~~amortization ~~has~~payments ~~been~~in ~~fully~~direct ~~repaid~~order of maturity.

During the ~~six~~three and nine months ended ~~February~~May 2831, 2025, we ~~borrowed~~voluntarily prepaid $~~305~~62.05 million ~~and~~under ~~repaid~~the ~~$75.0~~2025 ~~million~~Term ~~for~~Facility. ~~total~~From ~~net~~the ~~borrowings~~effective date of ~~$230.0 million under~~ the ~~2022~~2025 Revolving Facility. Asthrough ~~of February~~May 2831, 2025, ~~the~~we ~~outstanding~~have had no borrowings under the ~~2022~~2025 Revolving Facility ~~were $480~~.0 ~~million.~~

47As of May 31, 2025, the outstanding borrowings under the 2025 Credit Facilities bore interest at a rate equal to the applicable one-month Term SOFR plus a 0.975% spread (comprised of a 0.875% interest rate margin based on a pricing grid determined by reference to our senior unsecured non-credit enhanced long-term debt rating and our total leverage ratio, plus a 0.1% credit spread adjustment).

We pay a commitment fee on the daily unused amount of the 2025 Revolving Facility using a pricing grid based on our senior unsecured non-credit enhanced long-term debt rating and our total leverage ratio. The commitment fee remained consistent at 0.1% through May 31, 2025. Debt issuance costs related to the 2025 Credit Facilities were $3.4 million.

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~~From the borrowing date through November 30, 2023, the outstanding borrowings under the~~ 2022 Credit Facilities bore interest at a rate equal to the applicable one-month Term Secured Overnight Financing Rate ("SOFR") plus a 1.1% spread (comprised of a 1.0% interest rate margin based on a debt leverage pricing grid plus a 0.1% credit spread adjustment). From December 1, 2023 through February 28, 2025, the spread decreased to 0.975% (comprised of a 0.875% interest rate margin based on a debt leverage pricing grid plus a 0.1% credit spread adjustment). Interest on the 2022 Credit Facilities is payable on the last business day of each month, in arrears. Agreement

~~Additionally~~On March 1, 2022, we ~~pay~~entered into a ~~commitment~~credit ~~fee~~agreement on (the ~~daily~~"2022 ~~unused~~Credit ~~amount~~Agreement") ofand borrowed $1.0 billion under a senior unsecured term loan credit facility (the "2022 ~~Revolving~~Term Facility") ~~using~~and a$250.0 ~~pricing~~million ~~grid~~of ~~based~~the onavailable ~~our~~$500.0 million under a senior unsecured ~~non-~~revolving credit ~~enhanced~~facility ~~long-term~~(the ~~debt~~"2022 ~~rating~~Revolving ~~and~~Facility"). ~~our~~The ~~total~~2022 ~~leverage~~Revolving ~~ratio.~~Facility, ~~From~~together with the ~~borrowing~~2022 ~~date~~Term ~~through~~Facility, ~~November~~are 30referred to as the "2022 Credit Facilities". On January 31, ~~2023~~2025, we entered into a joinder agreement to our 2022 Credit Agreement pursuant to which commitments under the ~~commitment~~2022 ~~fee~~Revolving ~~was~~Facility 0were increased by $100.~~125%~~0 million, ~~which~~to ~~subsequently~~a ~~decreased~~total toof $600.0 million.1% ~~through~~All ~~February 28,~~other ~~2025~~terms of the 2022 Credit Agreement remained unchanged.

The 2022 ~~Credit~~Term ~~Agreement~~Facility, ~~contains~~originally ~~usual~~due ~~and~~to ~~customary~~mature ~~event~~on ofMarch 1, ~~default~~2025, ~~provisions~~was ~~for~~repaid ~~facilities~~in full following $125.0 million of ~~this~~repayments ~~type,~~made ~~which~~during ~~are~~the ~~subject~~six tomonths ~~usual~~ended ~~and~~February 28, ~~customary~~2025. ~~grace~~During ~~periods~~the ~~and~~nine ~~materiality~~months ~~thresholds.~~ended IfMay 31, an2025, ~~event~~we ofborrowed ~~default~~$305.0 ~~occurs~~million and repaid $555.0 million under the 2022 ~~Credit~~Revolving ~~Agreement,~~Facility. ~~the~~The ~~lenders~~2022 ~~may,~~Credit ~~among~~Agreement ~~other~~was ~~things,~~terminated ~~terminate~~on ~~their~~April 8, ~~commitments~~2025, ~~and~~concurrent ~~declare~~with ~~all~~entering ~~outstanding~~into ~~borrowings~~the ~~immediately~~2025 ~~due~~Credit ~~and payable~~Agreement.

~~The~~Borrowings ~~2022~~previously ~~Credit~~outstanding ~~Agreement~~under ~~contains~~the ~~usual~~2022 ~~and~~Credit ~~customary~~Facilities ~~affirmative~~bore ~~and~~interest ~~negative~~at ~~covenants~~a ~~for~~rate ~~facilities~~equal ofto ~~this~~the ~~type,~~applicable ~~including~~one-month aTerm ~~financial~~SOFR ~~covenant~~plus ~~requiring~~a ~~maintenance~~spread ofusing a ~~total~~debt leverage ~~ratio~~pricing ofgrid noand ~~greater~~a ~~than~~credit ~~3.50~~spread toadjustment ~~1.00~~(with astotal ofspread ~~February 28,~~ranging ~~2025~~from 0.975% Weto ~~were~~1.1% inover ~~compliance~~the ~~with~~term ~~all covenants and requirements~~ of the ~~2022 Credit Agreement as of February 28, 2025~~debt).

Refer to Note 11, Debt in the Notes to the Consolidated Financial Statements included in Part I, Item 1. of this Quarterly Report on Form 10-Q, for further discussion of the 2022 Credit Agreement.

Interest Rate Swap Agreements

2025 Swap Agreement

On April 24, 2025, we entered into an interest rate swap agreement ("2025 Swap Agreement) to hedge a portion of our outstanding floating SOFR debt with a fixed interest rate of 4.086%. The 2025 Swap Agreement matures on February 28, 2026.

2024 Swap Agreement

On March 1, 2024, we entered into an interest rate swap agreement ("2024 Swap Agreement") to hedge a portion of our outstanding floating SOFR debt with a fixed interest rate of 5.145%. The 2024 Swap Agreement matured on February 28, 2025.

2022 Swap Agreement

On March 1, 2022, we entered into an interest rate swap agreement (the "2022 Swap Agreement") to hedge a portion of our outstanding floating SOFR debt with a fixed interest rate of 1.162%. The 2022 Swap Agreement matured on February 28, 2024.

Refer to Note 5, Derivative Instruments, in the Notes to the Consolidated Financial Statements included in Part I, Item 1. of this Quarterly Report on Form 10-Q, for more information on ~~the~~our ~~2024~~interest ~~Swap~~rate ~~Agreement~~swap ~~and 2022 Swap Agreement~~agreements.

Senior Notes

On March 1, 2022, we completed a public offering ofissuing $500.0 million ~~aggregate principal amount~~ of 2.900% Senior Notes due March 1, 2027 (the "2027 Notes") and $500.0 million ~~aggregate principal amount~~ of 3.450% Senior Notes due March 1, 2032 (the "2032 Notes" and, together with the 2027 Notes, the "Senior Notes"). The Senior Notes were issued pursuant to an indenture, dated as of March 1, 2022, by and between us and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as supplemented by the supplemental indenture, dated as of March 1, 2022, between us and the Trustee (the "Supplemental Indenture"). ~~Interest on the Senior Notes is payable semiannually in arrears on March 1 and September 1 of each year.~~

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Uses of Liquidity

Returning Value to Stockholders

We returned $~~192~~312.02 million and $~~186~~283.32 million to our stockholders in the form of share repurchases and dividends during the ~~six~~nine months ended ~~February~~May 2831, 2025 and ~~February~~May 2931, 2024, respectively. Over the last 12 months, we returned $~~391~~414.69 million to our stockholders in the form of share repurchases and dividends.

Share Repurchase Program

We may repurchase shares of our common stock under our share repurchase program from time-to-time in the open market or via privately negotiated transactions, subject to market conditions. During the three and ~~six~~nine months ended ~~February~~May 2831, 2025, we repurchased 136,714 shares for $64.4 million and 241,189 shares for $113.1 million, respectively. For the three and six months ended February 29, 2024, we repurchased 113,050 shares for $52.3 million and 249,000 shares for $112.2 million, respectively. 202

There is no defined number of shares to be repurchased over a specified timeframe through the life of our share repurchase program. On September 17, 2024, our Board of Directors authorized up to $300 million for share repurchases during fiscal 2025. As of February 28, 2025, $186.9 million remained authorized under our share repurchase program. Refer to Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, of this Quarterly Report on Form 10-Q for further discussion on our share repurchase program.

Dividends

During the six months ended February 28, 2025 and February 29, 2024, we paid dividends of $78.8 million and $74.1 million, respectively. Future cash dividend payments are subject to final determination by our Board of Directors and will depend on our earnings, capital requirements, financial condition and other relevant factors.

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5, we repurchased 184,050 shares for $80.7 million and 425,239 shares for $193.8 million, respectively. For the three and nine months ended May 31, 2024, we repurchased 135,150 shares for $59.8 million and 384,150 shares for $171.9 million, respectively.

There is no defined number of shares to be repurchased over a specified timeframe through the life of our share repurchase program. On September 17, 2024, our Board of Directors authorized up to $300 million for share repurchases during fiscal 2025. As of May 31, 2025, $106.2 million remained authorized under our share repurchase program. On June 17, 2025, our Board of Directors authorized up to $400 million for share repurchases on or after September 1, 2025 through September 30, 2026. Refer to Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, of this Quarterly Report on Form 10-Q for further discussion on our share repurchase program.

Dividends

In the third quarter of fiscal 2025, our Board of Directors approved a 6% increase in the regular quarterly dividend from $1.04 to $1.10 per share. Fiscal 2025 marks the 26th consecutive fiscal year we have increased dividends on a stock split-adjusted basis, highlighting our continued commitment to returning value to our stockholders. During the nine months ended May 31, 2025 and May 31, 2024, we paid dividends of $118.3 million and $111.3 million, respectively. Future cash dividend payments are subject to final determination by our Board of Directors and will depend on our earnings, capital requirements, financial condition and other relevant factors.

Capital Expenditures

For the ~~six~~nine months ended ~~February~~May 2831, 2025, capital expenditures increased by 2925.23% to $4974.68 million, compared with $3859.47 million for the same period a year ago. This increase was primarily due to higher capitalized costs related to the development of our internal-use software.

Acquisitions

Our acquisitions with the most significant cash flows during fiscal 2024 through the third quarter of fiscal 2025 included Liquid Holdings, LLC ("LiquidityBook") and Platform Group Limited ("Irwin"). Refer to Note 6, Acquisitions in the Notes to the Consolidated Financial Statements included in Part I, Item 1. of this Quarterly Report on Form 10-Q for further discussion on these acquisitions.

~~On February 7, 2025 we completed the acquisition of~~ LiquidityBook for a purchase price of $243.8 million, net of cash acquired, and inclusive of preliminary working capital adjustments. The purchase price includes contingent consideration of $11.9 million which reflects the acquisition date fair value of potential future payments that are contingent upon the achievement of certain specified milestones. LiquidityBook provides cloud-native trading solutions to hedge fund, asset and wealth management, outsourced trading, and sell-side middle office clients. LiquidityBook operates a proprietary FIX network that enables streamlined connectivity to over 200 brokers and order routing to more than 1,600 destinations across 80 markets globally. This acquisition adds technology-forward order management and investment book of record capabilities and enhances FactSet’s ability to serve the integrated workflow needs of clients across the portfolio life cycle.

~~Platform~~On ~~Group~~February ~~Limited~~7, ~~("Irwin")~~2025 we completed the acquisition of LiquidityBook for a purchase price of $243.2 million, net of cash acquired, and inclusive of preliminary working capital adjustments. The purchase price includes contingent consideration of $11.9 million which reflects the acquisition date fair value of potential future payments that are contingent upon the achievement of certain specified milestones.

OnLiquidityBook ~~November~~provides 5,cloud-native ~~2024,~~trading wesolutions ~~completed~~to ~~the~~hedge ~~acquisition~~fund, ofasset ~~Irwin~~and ~~for~~wealth ~~a purchase price of $120.2 million~~management, ~~net~~outsourced ~~of cash acquired~~trading, and ~~inclusive~~sell-side ofmiddle ~~preliminary~~office ~~working capital adjustments~~clients. ~~The~~LiquidityBook ~~purchase~~operates ~~price~~a ~~includes~~proprietary ~~contingent~~FIX ~~consideration~~network ~~of $9.6 million which reflects the acquisition date fair value of potential future payments~~ that ~~are~~enables ~~contingent~~streamlined ~~upon~~connectivity ~~the~~to ~~achievement~~over of200 ~~certain~~brokers ~~specified~~and ~~milestones.~~order ~~Irwin~~routing isto amore ~~leading~~than ~~investor~~1,600 ~~relations~~destinations ~~and~~across ~~capital~~80 markets ~~platform for public companies and their advisors~~globally. This acquisition ~~builds~~adds ontechnology-forward aorder ~~recent~~management ~~successful~~and ~~partnership~~investment ~~between~~book ~~FactSet~~of ~~and~~record ~~Irwin,~~capabilities and ~~expands~~enhances ~~our~~FactSet’s ability to ~~address~~serve the ~~holistic~~integrated workflow needs of ~~investor~~clients ~~relations~~across ~~professionals~~the ~~with~~portfolio anlife ~~integrated, modern solution~~cycle.

~~Refer to Note 6, Acquisitions in the Notes to the Consolidated Financial Statements included in Part I, Item 1. of this Quarterly Report on Form 10-Q for further discussion of these acquisitions.~~Irwin

On November 5, 2024, we completed the acquisition of Irwin for a purchase price of $120.2 million, net of cash acquired, and inclusive of working capital adjustments. The purchase price includes contingent consideration of $9.6 million which reflects the acquisition date fair value of potential future payments that are contingent upon the achievement of certain specified milestones. We finalized the purchase accounting for the Irwin acquisition during the third quarter of fiscal 2025.

Contractual Obligations

Purchase obligations represent our legally-binding agreements to purchase fixed or minimum quantities at determinable prices. As of August 31, 2024, we had total purchase obligations with suppliers and vendors of $382.6 million. Our total purchase obligations as of August 31, 2024 primarily related to hosting services, acquisition of data and, to a lesser extent, third-party software providers. For the six months ended February 28, 2025, we had no new material purchase obligations.obligatio

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ns as of August 31, 2024 primarily related to hosting services, acquisition of data and, to a lesser extent, third-party software providers. For the nine months ended May 31, 2025, we had no new material purchase obligations.

We also have contractual obligations related to our lease liabilities and outstanding debt. Refer to Note 10, Leases and Note 11, Debt in the Notes to the Consolidated Financial Statements included in Part I, Item 1. of this Quarterly Report on Form 10-Q for information regarding lease commitments and outstanding debt obligations, respectively.

Summary of Cash Flows

The following table provides a summary of our net cash flow activity for the periods presented:

	Six Months Ended
	Nine Months Ended
	February 28,		February 29,
	May 31,
(dollar amounts in thousands)	2025		2024		$ Change
Net cash provided by operating activities	$	~~260~~514,~~327~~160	$	~~298~~537,~~942~~177	$	(3823,~~615~~017)
Net cash provided by (used in) investing activities	(~~338~~369,~~124~~373)		(83104,~~319~~658)		(~~254~~264,~~805~~715)
Net cash provided by (used in) financing activities	(45199,~~542~~327)		(~~259~~402,~~227~~908)		~~213~~203,~~685~~581
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(81,~~048)~~966		(~~132~~1,911)		(73,~~916)~~877
Net increase (decrease) in cash, cash equivalents and restricted cash	$	(~~131~~52,~~387~~574)	$	~~(43~~27,~~736)~~700	$	(8780,~~651~~274)

Operating

For the ~~six~~nine months ended ~~February~~May 2831, 2025, net cash provided by operating activities was $~~260~~514.32 million, which included net income of $~~294~~443.94 million, non-cash charges of $~~131~~195.49 million and a net cash outflow of $~~166~~125.01 million to support our working capital requirements. The non-cash charges were primarily driven by depreciation and amortization. The change in our working capital was primarily driven by cash outflows related to payments to resolve an outstanding sales tax dispute and timing of client collections.

50For the nine months ended May 31, 2024, net cash provided by operating activities was $537.2 million, which included net income of $447.6 million, non-cash charges of $161.6 million and a net cash outflow of $72.0 million to support our working capital requirements. The non-cash charges were primarily driven by depreciation and amortization and stock-based compensation expense. The change in our working capital was primarily driven by cash outflows related to our annual variable compensation payment and lease payments.

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capital requirements. The non-cash charges were primarily driven by depreciation and amortization. The change in our working capital was primarily driven by cash outflows related to payments to resolve an outstanding sales tax dispute, timing of income tax and vendor payments, and timing of client collections.

For the six months ended February 29, 2024, net cash provided by operating activities was $298.9 million, which included net income of $289.5 million, non-cash charges of $117.5 million and a net cash outflow of $108.1 million to support our working capital requirements. The non-cash charges were primarily driven by depreciation and amortization and stock-based compensation expense. The change in our working capital was primarily driven by a cash outflow related to our annual variable compensation payment and higher accounts receivable due to an increase in sales and days sales outstanding.

Investing

For the ~~six~~nine months ended ~~February~~May 2831, 2025, net cash used in investing activities was $~~338~~369.14 million. The cash used in investing activities primarily consisted of $~~342~~348.53 million of acquisition-related consideration related mainly to the Irwin and LiquidityBook transactions and $4974.68 million of capital expenditures driven by the capitalization of internal-use software development costs, partially offset by $58.2 million in proceeds from our investments in mutual funds.

For the ~~six~~nine months ended ~~February~~May 2931, 2024, net cash used in investing activities was $83104.37 million. The cash used in investing activities was primarily related to ~~$44.9 million of purchases of investments, mainly in mutual funds, and~~ capital expenditures of $3859.47 million mainly driven by the capitalization of internal-use software development costs and $44.9 million in investments, primarily related to the purchase of mutual funds.

Financing

For the ~~six~~nine months ended ~~February~~May 2831, 2025, net cash used in financing activities was $45199.53 million, consisting mainly of $~~200~~742.05 million related primarily to the repayment of the 2022 Credit Facilities, $~~113~~193.18 million of share repurchases and $78118.83 million of dividend payments, partially offset by $~~305~~803.04 million of proceeds ~~related~~from ~~to additional~~ borrowings under the 2025 Term Facility and the 2022 Revolving Facility, in periods prior to its termination, and $72.6 million of proceeds from employee stock plans.

For the ~~six~~nine months ended ~~February~~May 2931, 2024, net cash used in financing activities was $~~259~~402.29 million, consisting mainly of $~~125~~187.05 million related to the partial repayment of the 2022 Term Facility, $~~112~~171.29 million of share repurchases and $74111.13 million of dividend payments, partially offset by $6683.5 million of proceeds from employee stock plans.

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Free Cash Flow

We define free cash flow, a non-GAAP financial measure, as cash provided by operating activities less purchases of property, equipment and leasehold improvements ("PPE") and capitalized internal-use software. We believe free cash flow is a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that, after capital expenditures, can be used for strategic opportunities, including returning value to stockholders, investing in our business, making strategic acquisitions and strengthening the balance sheet. Free cash flow should be considered in addition to, rather than as a substitute for, consolidated net income as a measure of our performance and net cash provided by operating activities as a measure of our liquidity.

The following table reconciles our net cash provided by operating activities to free cash flow:

	Six Months Ended
	Nine Months Ended
	February 28,		February 29,
	May 31,
(dollar amounts in thousands)	2025		2024		$ Change
Net cash provided by operating activities	$	~~260~~514,~~327~~160	$	~~298~~537,~~942~~177	$	(3823,~~615~~017)
Less: purchases of property, equipment, leasehold improvements and capitalized internal-use software	(4974,~~610~~840)		(3859,~~383~~722)		(1115,~~227~~118)
Free cash flow	$	~~210~~439,~~717~~320	$	~~260~~477,~~559~~455	$	(4938,~~842~~135)

We generated free cash flow of $~~210~~439.73 million during the ~~six~~nine months ended ~~February~~May 2831, 2025, a decrease of $4938.81 million compared with the same period a year ago. This decrease was driven by a $3823.60 million reduction in cash provided by operating activities, ~~primarily~~ due to an increase in working capital requirements, and higher PPE mainly from capitalized costs ~~mainly~~ related to the development of our internal-use software. The increase in working capital requirements was mainly due to the resolution of a sales tax dispute, ~~the timing of income tax~~ and ~~vendor payments, and~~ timing of client collections.

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Off-Balance Sheet Arrangements

As of ~~February~~May 2831, 2025 and August 31, 2024, we had no off-balance sheet financing other than letters of credit incurred in the ordinary course of business. Refer to Note 11, Debt and Note 12, Commitments and Contingencies in the Notes to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information on our letters of credit.

As of ~~February~~May 2831, 2025 and August 31, 2024, we also had no other arrangements with unconsolidated entities or financial partnerships (such as entities often referred to as structured finance or special purpose entities) established for purposes of facilitating off-balance sheet financing, other debt arrangements, or other contractually limited purposes.

Foreign Currency Exposure

The following table summarizes the gross notional value of our foreign currency forward contracts to purchase the respective local currency with U.S. dollars as of February 28, 2025 and August 31, 2024:52

	February 28, 2025				August 31, 2024
(in thousands)	Local Currency Amount		Notional Contract Amount (USD)		Local Currency Amount		Notional Contract Amount (USD)
British Pound Sterling	£	43,800	$	55,323	£	41,200	$	52,372
Indian Rupee	Rs	4,325,590	50,100		Rs	4,651,351	55,200
Euro	€	33,600	36,398		€	43,800	48,183
Philippine Peso	₱	1,957,088	33,600		₱	1,850,674	32,400
Total			$	175,421			$	188,155

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The following table summarizes the gross notional value of our foreign currency forward contracts to purchase the respective local currency with U.S. dollars as of May 31, 2025 and August 31, 2024:


	May 31, 2025				August 31, 2024
(in thousands)	Local Currency Amount		Notional Contract Amount (USD)		Local Currency Amount		Notional Contract Amount (USD)
British Pound Sterling	£	42,800	$	55,079	£	41,200	$	52,372
Indian Rupee	Rs	4,573,733	52,700		Rs	4,651,351	55,200
Euro	€	36,900	40,917		€	43,800	48,183
Philippine Peso	₱	2,009,542	34,900		₱	1,850,674	32,400
Total			$	183,596			$	188,155

Refer to Part I, Item 3. Quantitative and Qualitative Disclosures About Market Risk of this Quarterly Report on Form 10-Q for more information on our foreign currency exposures.

Critical Accounting Estimates

We prepare the Consolidated Financial Statements in conformity with GAAP, which requires us to make certain estimates and apply judgements that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. We base our estimates on historical experience and other assumptions that we believe to be reasonable at the time the Consolidated Financial Statements are prepared and, as such, they may ultimately differ materially from actual results.

We describe our significant accounting policies in Note 2, Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements included in Part II, Item 8. of our Annual Report on Form 10-K for the fiscal year ended August 31, 2024. These accounting policies were consistently applied in preparing our Consolidated Financial Statements for the ~~six~~nine months ended ~~February~~May 2831, 2025.

We disclosed our critical accounting estimates in Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Critical Accounting Estimates, of our Annual Report on Form 10-K for the fiscal year ended August 31, 2024. There were no significant changes in our critical accounting estimates during the ~~six~~nine months ended ~~February~~May 2831, 2025.

New Accounting Pronouncements

For a discussion of accounting pronouncements recently adopted and those issued but not yet adopted, refer to Note 2, Summary of Significant Accounting Policies, in the Notes to the Consolidated Financial Statements included in Part I, Item 1. of this Quarterly Report on Form 10-Q, which we include herein by reference.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal course of business, we are exposed to foreign currency exchange risk and interest rate risk that could impact our financial position and results of operations. Current market events have not required us to materially modify our financial risk management strategies with respect to our exposures to foreign currency exchange risk or interest rate risk.

Foreign Currency Transaction Risk

As we operate globally, we are exposed to the risk that our financial condition, results of operations and cash flows could be impacted by changes in foreign currency exchange rates. During the ~~six~~nine months ended ~~February~~May 2831, 2025, we maintained a series of foreign currency forward contracts to hedge a portion of our projected operating expenses in these primary currency exposures, namely the British Pound Sterling, Euro, Indian Rupee and Philippine Peso. As of ~~February~~May 2831, 2025, the hedge maturity periods of our outstanding foreign currency forward contracts range from the ~~third~~fourth quarter of fiscal 2025 through the ~~second~~third quarter of fiscal 2026. Based on the operating income for the three and ~~six~~nine months ended ~~February~~May 2831, 2025, comparing the average foreign currency exchange rates for the three and six months ended February 28, 2025 to the rates for the three and six months ended February 29, 2024, net of hedge activity, resulted in an increase in operating income of $1.3 million and $0.2 million, respectively. We utilize cash flow hedges to manage risk and not for speculative or trading purposes.th

We performed a sensitivity analysis to determine the effects on both the fair value of our outstanding foreign currency forward contracts and our operating income, excluding these forward contracts, of a hypothetical devaluation of the U.S. dollar by 10% as of February 28, 2025, relative to the other foreign currencies in which we transact. The sensitivity analysis indicated that a devaluation of the U.S. dollar by 10% would have increased the fair value of our outstanding forward contracts by approximately $17 million as of February 28, 2025 and decreased our operating income, excluding these forward contracts, by an estimated $22 million for six months ended February 28, 2025. This sensitivity analysis has inherent limitations as it disregards the possibility that rates of multiple foreign currencies will not always move in the same direction relative to the value of the U.S. dollar over time and does not account for our forward contracts that we utilize to mitigate fluctuations in exchange rates. 53

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ree and nine months ended May 31, 2025 to the rates for the three and nine months ended May 31, 2024, net of hedge activity, resulted in an increase in operating income of $1.1 million and $1.3 million, respectively. We utilize cash flow hedges to manage risk and not for speculative or trading purposes.

We performed a sensitivity analysis to determine the effects on both the fair value of our outstanding foreign currency forward contracts and our operating income, excluding these forward contracts, of a hypothetical devaluation of the U.S. dollar by 10% as of May 31, 2025, relative to the other foreign currencies in which we transact. The sensitivity analysis indicated that a devaluation of the U.S. dollar by 10% would have increased the fair value of our outstanding forward contracts by approximately $18 million as of May 31, 2025 and decreased our operating income, excluding these forward contracts, by an estimated $34 million for nine months ended May 31, 2025. This sensitivity analysis has inherent limitations as it disregards the possibility that rates of multiple foreign currencies will not always move in the same direction relative to the value of the U.S. dollar over time and does not account for our forward contracts that we utilize to mitigate fluctuations in exchange rates.

Refer to Note 5, Derivative Instruments in the Notes to the Consolidated Financial Statements included in Part I, Item 1. of this Quarterly Report on Form 10-Q, for more information on our foreign currency exposures and our foreign currency forward contracts.

Foreign Currency Translation Risk

We are exposed to foreign currency risk due to the translation of our results from certain international operations into U.S. Dollars, as part of the consolidation process. Fluctuations in foreign currency exchange rates can create volatility in our results of operations and our financial condition.

The following table reflects the foreign currency translation adjustment gains and losses recorded in Other comprehensive income (loss):

Three Months Ended

~~Six~~Nine Months Ended

February 28,

February 29,

February 28,

February 29,

May 31,

(in thousands)

2025

2024

2025

2024

Foreign currency translation adjustment gains (losses)

~~(11~~38,~~926)~~456

(21,~~956~~282)

~~(29~~8,~~545)~~911

(12,~~048~~330)

Interest Rate Risk

Cash and Cash Equivalents and Investments

As of ~~February~~May 2831, 2025, we had Cash and cash equivalents of $~~278~~356.54 million and Investments of $87.57 million. Our Cash and cash equivalents consist of cash and highly liquid investments including demand deposits and money market funds and our Investments consist of mutual funds. We are exposed to interest rate risk through fluctuations of interest rates on these investments. As we have a restrictive investment policy, our financial exposure to fluctuations in interest rates is expected to remain low. Refer to Note 2, Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements included in Part II, Item 8. of our Annual Report on Form 10-K for more information on our Cash and cash equivalents.

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Debt

As of ~~February~~May 2831, 2025, our outstanding floating rate debt included $~~480~~437.05 million under the ~~2022~~2025 ~~Revolving~~Credit ~~Facility~~Agreement. As of ~~February~~May 2831, 2025, the outstanding borrowings under the ~~2022~~2025 ~~Revolving~~Credit ~~Facility~~Agreement bore interest at a rate equal to the applicable one-month Term SOFR plus a 0.975% spread (comprised of a 0.875% interest rate margin based on a debt leverage pricing grid plus a 0.1% credit spread adjustment).

To mitigate our exposure to interest rate volatility due to changes in SOFR, we entered into the ~~2024~~2025 Swap Agreement on ~~March~~April 124, ~~2024~~2025, to hedge a portion of our outstanding floating SOFR debt with a fixed interest rate of 54.~~145~~086%. ~~The~~As ~~2024~~of May 31, 2025, the 2025 Swap Agreement ~~matured~~has a notional amount of $150.0 million and matures on February 28, ~~2025~~2026.

Our Senior Notes have a fixed interest rate and are not subject to interest rate change. As such, our interest rate exposure as of February 28, 2025 is limited to the outstanding $480.0 million floating rate debt under our 2022 Revolving Facility. Assuming our outstanding floating rate debt remained at $480.0 million, a hypothetical 25 basis point change (up or down) in the one-month SOFR would result in an approximate $1 million change to our annual interest expense. 54

~~Refer~~Table ~~to Note 5, Derivative Instruments and Note 11, Debt in the Notes to the Consolidated Financial Statements included in Part I, Item 1.~~ of ~~this Quarterly Report on Form 10-Q for more information on our swap agreements and outstanding borrowings as of February 28, 2025, respectively.~~ Contents

Our Senior Notes have a fixed interest rate and are not subject to interest rate change. As such, our interest rate exposure as of May 31, 2025 is limited to the outstanding principal balance of our floating rate debt under our 2025 Credit Facilities in excess of the 2025 Swap Agreement. As of May 31, 2025, our interest rate exposure equals the Term SOFR applied to $287.5 million, our outstanding debt, net of our 2025 Swap Agreement. Assuming the principal balance of our outstanding floating rate debt, net of the 2025 Swap Agreement, remained at $287.5 million, a hypothetical 25 basis point change (up or down) in the one-month SOFR would result in an approximate $1 million change to our annual interest expense as of May 31, 2025.

Refer to Note 5, Derivative Instruments and Note 11, Debt in the Notes to the Consolidated Financial Statements included in Part I, Item 1. of this Quarterly Report on Form 10-Q for more information on our swap agreements and outstanding borrowings as of May 31, 2025, respectively.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, including our Principal Executive Officer and Principal Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of the end of the period covered by this report. Based on the evaluation of our disclosure controls and procedures, our Principal Executive Officer and Principal Financial Officer have concluded that, as a result of material weaknesses in our internal control over financial reporting identified in connection with the preparation and audit of our Consolidated Financial Statements for the year ended August 31, 2024, our disclosure controls and procedures were not effective as of ~~February~~May 2831, 2025.

Notwithstanding the material weakness, management has concluded the Consolidated Financial Statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

Material Weakness in Internal Control over Financial Reporting

As included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2024, management identified certain control deficiencies related to the design and operation of our information technology (“IT”) general controls (“ITGCs”) that support our revenues, accounts receivable, and deferred revenues processes which, in the aggregate, rise to a material weakness in internal control over financial reporting. The deficiencies related to program change management and user access in connection with segregation of duties and restriction to appropriate users. As a result, the automated controls and IT dependent manual business process controls that rely upon information from the affected financial applications were also deemed not effective. Management has also concluded the material weakness existed in ~~the~~fiscal ~~prior year~~2023. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

After giving full consideration to the material weakness, and the additional analyses and other procedures we performed to ensure that our Consolidated Financial Statements included in this Quarterly Report on Form 10-Q were prepared in accordance with GAAP, our management has concluded that our Consolidated Financial Statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with GAAP. We have developed and are implementing a remediation plan for the material weakness, which is described below.

Remediation Efforts

Management is committed to remediating the material weakness in a timely manner. We are in the process of implementing and enhancing our internal controls related to the design and operation of our ITGCs that support our revenues, accounts receivable, and deferred revenues processes. As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended August 31, 2024, our remediation plan includes, but is not limited to: (i) increasing timely reviews of IT system changes made; (ii) rationalizing access privileges for developer system users; (iii) implementing or modifying controls related to program change management and certain computer operations; and (iv) training of relevant personnel on the design and operation of any new or modified ITGCs.

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~~(ii)~~These ~~rationalizing~~steps ~~access~~are ~~privileges~~subject ~~for~~to ~~developer~~ongoing ~~system~~management ~~users;~~review, ~~(iii)~~as ~~implementing~~well as oversight by the Audit Committee of our Board of Directors. Additional or ~~modifying~~modified ~~controls~~measures ~~related~~may also be required to ~~program~~remediate ~~change~~the ~~management~~material ~~and~~weakness. ~~certain~~We ~~computer~~believe ~~operations;~~that these actions, collectively, will remediate the material weakness identified. However, we will not be able to conclude that we have completely remediated the material weakness until the applicable controls are fully implemented and ~~(iv)~~operated ~~training~~for a sufficient period of ~~relevant~~time ~~personnel~~and onmanagement has concluded, through formal testing, that the remediated controls are operating effectively. We expect to complete these remediation measures in fiscal 2025. We will continue to monitor the design and ~~operation~~effectiveness of these and other processes, procedures, and controls and will make any ~~new~~further orchanges ~~modified~~management ~~ITGCs.~~deems appropriate.

These steps are subject to ongoing management review, as well as oversight by the Audit Committee of our Board of Directors. Additional or modified measures may also be required to remediate the material weakness. We believe that these actions, collectively, will remediate the material weakness identified. However, we will not be able to conclude that we have completely remediated the material weakness until the applicable controls are fully implemented and operated for a sufficient period of time and management has concluded, through formal testing, that the remediated controls are operating effectively. We expect to complete these remediation measures as early as practicable in fiscal 2025. We will continue to monitor the design and effectiveness of these and other processes, procedures, and controls and will make any further changes management deems appropriate.

No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls will be met, and no evaluation of controls can provide absolute assurance that all control deficiencies or material weaknesses have been or will be detected. There is no assurance that our remediation efforts will be fully effective. If these remediation efforts do not prove effective and control deficiencies and material weaknesses persist or occur in the future, the accuracy and timing of our financial reporting may be adversely affected.

Changes in Internal Control over Financial Reporting

As discussed above, we are implementing our remediation plan related to the material weakness. There have been no changes 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 and ~~six~~nine months ended ~~February~~May 2831, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information set forth under "Contingencies" in Note 12, Commitments and Contingencies, contained in the Notes to the Consolidated Financial Statements included in Part I, Item 1., to this Quarterly Report on Form 10-Q is incorporated by reference in answer to this Item.

ITEM 1A. RISK FACTORS

~~There~~In ~~have~~addition ~~been~~to nothe ~~material~~other ~~changes~~information toset forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors ~~identified~~we have previously disclosed in ~~our~~Item ~~Annual~~1A, ~~Report~~Risk onFactors, in our most recent Form 10-K, ~~for~~and the ~~fiscal~~updated ~~year~~risk ~~ended~~factor ~~August 31, 2024~~below.

Risks Relating to Our Debt

Our indebtedness may impair our financial condition and operations and restrict our activities or our ability to satisfy our obligations

Our indebtedness could have important consequences for our business, including making it more difficult to satisfy our obligations, increasing our vulnerability to general adverse economic and industry conditions, limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, and placing us at a competitive disadvantage compared to our peers.

Our ability to meet our payment and other obligations under our debt depends on our ability to generate sufficient cash flow in the future. We cannot be certain that our business will generate cash flow from operations, or that future borrowings will be available to us under our existing or any future credit facilities or otherwise, in an amount sufficient to enable us to meet our indebtedness obligations and to fund other liquidity needs. Certain of our borrowings are based upon variable interest rates, and although we leverage interest rate swap agreements to manage a portion of our floating interest rate exposure, in the event of increases in interest rates, this could result in higher interest expense.

In addition, we are subject to certain covenants, including financial covenants and certain limitations on the incurrence of additional debt, the creation of liens, the ability to enter certain transactions, and other matters. These covenants could adversely affect our ability to finance our future operations or capital needs and pursue available business opportunities. Events beyond our control, including changes in general economic and business conditions, may affect our ability to meet required financial covenants. A breach of any of these covenants or any other restrictive covenants contained in the definitive documentation governing our indebtedness would result in a default or an event of default, which could result in all of our debt becoming

immediately due and payable or require us to negotiate an amendment to financial or other covenants that could cause us to incur additional fees and expenses.

If new debt is added to our current debt levels, the risks described above could intensify.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Items 2(a) and (b) are not applicable as there have been no unregistered sales of equity securities.

(i)Issuer Purchases of Equity Securities

The following table provides a month-to-month summary of our share repurchase activity during the three months ended ~~February~~May 2831, 2025:

Period	Total number ofshares purchased(1)	Average pricepaid per share		Total number of shares purchased as part of publicly announced plans or programs(2)	Approximate dollar value of shares that may yet be purchased under the plans or programs(2)
December 2024	43,100	$	485.61	43,100	$	230,281
March 2025	60,452	$	440.07	60,450	$	160,256
January 2025	47,800	$	464.83	47,800	$	208,062
April 2025	68,850	$	425.94	68,850	$	130,931
February 2025	47,591	$	463.25	45,814	$	186,858
May 2025	56,382	$	451.88	54,750	$	106,162
Total	~~138~~185,~~491~~684			~~136~~184,~~714~~050

(1)Includes ~~136~~184,~~714~~050 shares purchased under the stock repurchase program, as well as 1,~~777~~634 shares repurchased to satisfy withholding tax obligations due upon the vesting of stock-based awards.

55(2)On September 17, 2024, our Board of Directors authorized up to $300 million for share repurchases, which are available during fiscal 2025. As of May 31, 2025, $106.2 million remained authorized under our share repurchase program. On June 17, 2025, our Board of Directors authorized up to $400 million for share repurchases on or after September 1, 2025 through September 30, 2026. Repurchases may be made from time-to-time in the open market or via privately negotiated transactions, subject to market conditions. There is no defined number of shares to be repurchased over a specified timeframe through the life of our share repurchase program. It is expected that share repurchases will be paid using existing and future cash generated by operations.

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(2)On September 17, 2024, our Board of Directors authorized up to $300 million for share repurchases, which are available during fiscal 2025. As of February 28, 2025, $186.9 million remained authorized under our share repurchase program. Repurchases may be made from time-to-time in the open market or via privately negotiated transactions, subject to market conditions. There is no defined number of shares to be repurchased over a specified timeframe through the life of our share repurchase program. It is expected that share repurchases will be paid using existing and future cash generated by operations. Refer to Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources, of this Quarterly Report on Form 10-Q for further discussion on our share repurchase program.

Trading Arrangements

On September 26, 2024, we entered into an agreement to adopt a trading arrangement for the repurchase of shares of our common stock in the open market consistent with the provisions of Rule 10b5-1 of the Exchange Act. The arrangement provides for the repurchase of up to $250 million of our common stock during the period from September 27, 2024 through August 28, 2025 pursuant to a written algorithm for determining the amount, price and date for purchase of shares of our common stock. On June 24, 2025, we terminated this arrangement and entered a new trading arrangement for the repurchase of shares of our common stock in the open market consistent with the provisions of Rule 10b5-1 of the Exchange Act. This arrangement provides for the repurchase of up to $76 million of our common stock during the period from June 24, 2025 through August 28, 2025 pursuant to a written algorithm for determining the amount, price and date for purchase of shares of our common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None of our directors or officers (as defined in Section 16 of the Exchange Act), adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408(a) and (c) of Regulation S-K) during the quarter ended ~~February~~May 2831, 2025.

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ITEM 6. EXHIBITS

Incorporated by Reference

Exhibit Number

ExhibitDescription

Form

File No.

Exhibit No.

Filing Date

FiledHerewith

31.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended

31.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended

32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

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ITEM 6. EXHIBITS

Incorporated by Reference

Exhibit Number

Exhibit
Description

Form

File No.

Exhibit No.

Filing Date

Filed
Herewith

10.1

C redit Agreement dated April 8, 2025, among FactSet Research Systems Inc., the borrowing subsidiaries from time to time party thereto, the lenders from time to time party thereto, and PNC Bank, National Associat ion, as the administrative agent

8-K

001-11869

1.1

4/8/2025

10.2

E mployment Agreement dated May 28, 2025 between FactSet Research Systems Inc. and Sanoke Viswanathan

31.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended

31.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended

32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

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SIGNATURES

Pursuant to the requirements 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.

			FACTSET RESEARCH SYSTEMS INC.(Registrant)
Date: April 4, 2025			/s/ HELEN L. SHAN
Date: July 3, 2025			/s/ HELEN L. SHAN
			Helen L. Shan
			Executive Vice President, Chief Financial Officer
			(Principal Financial Officer)
			/s/ GREGORY T. MOSKOFF
			Gregory T. Moskoff
			Managing Director, Controller and Chief Accounting Officer
			(Principal Accounting Officer)

5859

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