Alight Q3 2026 revenue falls 6.2% to $500M
Alight raised its 2026 full-year outlook to revenue of $2,115 million to $2,125 million and Adjusted EBITDA of $410 million to $420 million.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Alight, Inc. (ALIT) reported third-quarter 2026 revenue of $500 million, down 6.2% from $533 million a year earlier. Gross profit was $135 million versus $178 million, and Adjusted EBITDA was $86 million versus $138 million. Net loss was $51 million, compared with a $1,068 million loss in the prior-year quarter, which included a $1,338 million non-cash goodwill impairment.
For the first nine months, cash provided by operating activities was $181 million and free cash flow was $108 million, compared with $236 million and $151 million, respectively, in 2025. As of September 30, 2026, Alight reported $212 million in cash and cash equivalents, total debt of $1,991 million, and total debt net of cash of $1,779 million.
Alight raised its 2026 full-year outlook to revenue of $2,115 million to $2,125 million and Adjusted EBITDA of $410 million to $420 million. Recurring revenue represented 91.6% of third-quarter revenue.
1 point · 0 major0 major · 3 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Minor pointQ3 net loss narrowed to $51 million from $1,068 million.
Negative
- Moderate pointQ3 revenue was $500 million, down 6.2% year over year.
- Moderate pointQ3 Adjusted EBITDA fell to $86 million from $138 million.
- Moderate pointNine-month operating cash flow declined to $181 million from $236 million.
Filing Explained
The adjusted diluted-share calculation excludes two seller earnout tranches of 0.4 million Class A shares each: one is issuable above
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Revenue: $500 million
Net loss: Loss of $51 million
Adjusted EBITDA: $86 million
+5 more
8 metrics
Revenue
$500 million
Three months ended September 30, 2026; $533 million in the comparable 2025 period
Net loss
Loss of $51 million
Three months ended September 30, 2026; loss of $1,068 million in the comparable 2025 period
Adjusted EBITDA
$86 million
Three months ended September 30, 2026; $138 million in the comparable 2025 period
Cash provided by operating activities
$181 million
Nine months ended September 30, 2026; $236 million in the comparable 2025 period
Free cash flow
$108 million
Nine months ended September 30, 2026; $151 million in the comparable 2025 period
Cash and cash equivalents
$212 million
As of September 30, 2026
Total debt
$1,991 million
As of September 30, 2026
2026 full-year outlook
Revenue: $2,115 million to $2,125 million; Adjusted EBITDA: $410 million to $420 million
Raised full-year outlook
Key Terms
Adjusted EBITDA From Continuing Operations, Free Cash Flow, tax receivable agreement, Annual Recurring Revenue bookings, +1 more
5 terms
Adjusted EBITDA From Continuing Operations financial
"Adjusted EBITDA From Continuing Operations (3)"
Earnings before interest, taxes, depreciation and amortization (EBITDA) from continuing operations is a measure of a company’s recurring operating profit that excludes discontinued business lines. Companies further adjust that EBITDA by removing one-time, noncash, or irregular items (for example restructuring costs or gains on asset sales) to show the underlying trend. For investors it is meant to act like a cleaned-up household budget that highlights core, ongoing business performance, though what gets adjusted can vary between companies.
Free Cash Flow financial
"cash provided by operating activities net of capital expenditures"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
tax receivable agreement financial
"change in fair value of tax receivable agreement"
A contract in which a company agrees to pay a specified party (often former owners after a spinoff or IPO) a share of future tax savings the company realizes. Think of it like agreeing to share a future tax refund with someone who helped create the conditions for that refund. For investors it matters because those payments reduce the cash the company can use for dividends, buybacks, or reinvestment, and therefore affect valuation and returns.
Annual Recurring Revenue bookings financial
"represents management’s estimate of new long-term agreements closed in the period referenced"
non-cash goodwill impairment financial
"non-cash goodwill impairment charges"
Earnings Snapshot
Revenue: $500 million · Guidance included
Third quarter 2026
Revenue
$500 million
Down 6.2% from $533 million in the third quarter of 2025
Net loss
Loss of $51 million
Compared with a loss of $1,068 million in the third quarter of 2025
Adjusted EBITDA
$86 million
Compared with $138 million in the third quarter of 2025
Guidance
Alight raised its 2026 full-year outlook to revenue of $2,115 million to $2,125 million and Adjusted EBITDA of $410 million to $420 million.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did ALIT report in Q3 2026?
Alight reported $500 million of third-quarter 2026 revenue, down 6.2% from $533 million in the third quarter of 2025.
What is ALIT's 2026 full-year outlook?
Alight raised its full-year outlook to $2,115 million to $2,125 million in revenue and $410 million to $420 million in Adjusted EBITDA.
Why did ALIT's SG&A increase in Q3 2026?
Selling, general and administrative expenses increased by $35 million compared with the prior-year quarter, primarily due to higher severance and other restructuring costs, compensation expense, and professional fees.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________
FORM 8-K
__________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 2026
__________________________________________
Alight, Inc.
(Exact name of Registrant as Specified in Its Charter)
__________________________________________
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: (224) 737-7000
(Former Name or Former Address, if Changed Since Last Report)
__________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
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. o
Item 2.02 Results of Operations and Financial Condition.
On November 3, 2026, Alight, Inc. (“Alight” or the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2026. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and is incorporated herein by reference.
The information contained in Item 2.02 of this Report, including Exhibit 99.1 hereto, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section and will not be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
| 99.1 | Press Release of the Company dated as of November 3, 2026 | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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 hereunto duly authorized.
| ALIGHT, INC. | |||||||||||
| Date: | November 3, 2026 | By: | /s/ Martin Felli | ||||||||
| Martin Felli, Chief Legal Officer and Corporate Secretary | |||||||||||
Exhibit 99.1
Alight Reports Third Quarter 2026 Results
– Raises 2026 full year business outlook –
– Revenue of $500 million –
– Year to date Cash From Operations of $181 million and Free Cash Flow of $108 million –
CHICAGO, IL – November 3, 2026 – Alight, Inc. (NYSE: ALIT), a leading benefits administration provider of health, wealth and leave solutions, today reported results for the third quarter ended September 30, 2026.
Rohit Verma, Chief Executive Officer of Alight, commented “We are pleased to have surpassed revenue and adjusted EBITDA expectations for the third consecutive quarter, reflecting our continued execution of our long-term strategy to bolster Alight’s leadership position in the market and return to positive commercial momentum. In the quarter, we significantly improved retention metrics, further strengthened our leadership team with the addition of Bruce Wolfe as our Wealth leader, delivered several features on our AI roadmap and added differentiating capabilities with the acquisition of Abett.
“Our demonstrated progress with our transformation initiatives has enabled us to win several new logos and expand our relationships with existing clients. We also expanded account coverage to relationships which represent over 95% of recurring revenue. We are confident that we have the team, tools and strategy in place to continue creating a clear pathway to delivering enhanced operational and service excellence.”
Summary of Third Quarter 2026 Results
| Three Months Ended September 30, | |||||||||||||||||
| in millions | 2026 | 2025 | Change | ||||||||||||||
| Revenue | $ | 500 | $ | 533 | $ | (33) | |||||||||||
| Gross Profit | 135 | 178 | (43) | ||||||||||||||
| Adjusted Gross Profit | 168 | 206 | (38) | ||||||||||||||
| Net Income (Loss) | (51) | (1,068) | 1,017 | ||||||||||||||
| Adjusted EBITDA | 86 | 138 | (52) | ||||||||||||||
NOTE: the information contained in this earnings release reflects the impact of the previously announced 1-for-20 reverse stock split of the Company's Class A common stock, Class B non-voting common stock (including the Class B-1 common stock and Class B-2 common stock) and Class V common stock (including treasury shares), effective on June 30, 2026. All share and per share amounts contained in this earnings release have been retroactively adjusted to reflect the reverse stock split for all periods presented.
Revenue decreased 6.2% to $500 million, as compared to $533 million in the prior year. The change was primarily due to lower net commercial activity. Recurring revenues were 91.6% of total revenue.
Gross profit was $135 million, or 27.0% of revenue, compared to $178 million, or 33.4% of revenue, in the prior year. The decrease in gross profit was primarily attributable to lower revenues and an increase in compensation expense, partially offset by cost savings initiatives.
Selling, general and administrative expenses increased by $35 million compared to the prior year, primarily due to higher severance and other restructuring costs, compensation expense and professional fees.
Interest expense of $25 million increased $1 million from the prior year. The increase was due to higher interest expense net of swaps and lower interest income.
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The Company’s loss from continuing operations before income tax was $70 million compared to a loss from continuing operations before income tax of $1,253 million in the prior year. The improvement was primarily attributable to the $1,338 million non-cash goodwill impairment in the prior year partially offset by the non-operating fair value remeasurements of the tax receivable agreement and financial instruments.
Balance Sheet Highlights
As of September 30, 2026, the Company’s cash and cash equivalents balance was $212 million, total debt was $1,991 million and total debt net of cash and cash equivalents was $1,779 million.
2026 Business Outlook
Full Year
•Revenues in the range of $2,115 million to $2,125 million
•Adjusted EBITDA in the range of $410 million to $420 million
Reconciliations of the historical financial measures used in this earnings release that are not recognized under U.S. generally accepted accounting principles ("GAAP") are included below. Because GAAP financial measures on a forward-looking basis are not accessible, and reconciling information is not available without unreasonable effort, we have not provided reconciliations for forward-looking non-GAAP measures. For the same reasons, we are unable to address the probable significance of the unavailable information, which could be material to future results.
Earnings Conference Call and Webcast Information
A conference call to discuss the Company’s third quarter 2026 financial results is scheduled for today, November 3, 2026 at 3:30 p.m. Central Time (4:30 p.m. Eastern Time). Interested parties can access the live webcast and accompanying presentation materials by logging on to the Investor Relations section on the Company’s website at http://investor.alight.com. A replay of the conference call and the accompanying presentation materials will be available on the investor relations website for approximately 90 days.
About Alight Solutions
Alight is a leading benefits administration provider of health, wealth, leave and point solutions for many of the world’s largest organizations and over 30 million people. Through the administration of employee benefits, Alight helps clients gain a benefits advantage while building a healthy and financially secure workforce by unifying the benefits ecosystem across health, wealth, wellbeing, absence management and navigation. Our Alight Worklife® platform empowers employers to gain a deeper understanding of their workforce and engage them throughout life’s most important moments with personalized benefits management and data-driven insights, leading to increased employee wellbeing, engagement and productivity. Learn more at alight.com.
Contacts
Investors:
investor.relations@alight.com
Media:
MacKenzie Lucas
mediarelations@alight.com
Forward-Looking Statements
This earnings release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to our leadership position, our commercial momentum, our ARR, our ability to deliver enhanced operational and service excellence, and outlook for Alight’s business, financial results, liquidity and capital resources,
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including statements in the "Business Outlook" section of this earnings release. In some cases, these forward-looking statements can be identified by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “would,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties including, among others, risks associated with competition, our ability to successfully execute the next phase of our strategic transformation, an inability to successfully execute on operational and technological enhancements designed to drive value for our clients or drive internal efficiencies, issues relating to the use of new and evolving technologies, such as Artificial Intelligence (“AI”) and Machine Learning (“ML”), we may not achieve our financial projections, which could have an adverse effect on our business, operating results, and financial condition, cyber-attacks and security vulnerabilities and other significant disruptions in our information technology systems and networks that could expose us to legal liability, impair its reputation or have a negative effect on our results of operations, our handling of confidential, personal or proprietary data, actions or proposals from activist stockholders, the precision of assumptions underlying certain reported measures, and compliance with applicable laws or regulations, including changes thereto. Additional factors that could cause Alight’s results to differ materially from those described in the forward-looking statements can be found under the section entitled “Risk Factors” of Alight’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the "SEC") on February 24, 2026, as such factors may be updated from time to time in Alight's filings with the SEC, which are, or will be, accessible on the SEC's website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be considered along with other factors noted in this earnings release and in Alight’s filings with the SEC. Alight undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
Non-GAAP Financial Measures and Other Information
The Company refers to certain non-GAAP financial measures in this earnings release, including: Adjusted EBITDA From Continuing Operations, Adjusted EBITDA Margin From Continuing Operations, Adjusted Net Income From Continuing Operations, Adjusted Diluted Earnings Per Share From Continuing Operations, Free Cash Flow, Adjusted Gross Profit and Adjusted Gross Profit Margin. Please see below for additional information and for reconciliations of such non-GAAP financial measures. The presentation of non-GAAP financial measures is used to enhance our investors’ and lenders’ understanding of certain aspects of our financial performance. This discussion is not meant to be considered in isolation, superior to, or as a substitute for the directly comparable financial measures prepared in accordance with GAAP.
Adjusted EBITDA From Continuing Operations, which is defined as earnings from continuing operations before interest, taxes, depreciation and intangible amortization adjusted for the impact of certain non-cash and other items, that we do not consider in the evaluation of ongoing operational performance. Adjusted EBITDA Margin From Continuing Operations is defined as Adjusted EBITDA From Continuing Operations divided by revenue. Both Adjusted EBITDA From Continuing Operations and Adjusted EBITDA Margin From Continuing Operations are non-GAAP financial measures used by management and our stakeholders to provide useful supplemental information that enables a better comparison of our performance across periods as well as to evaluate our core operating performance.
Adjusted Net Income From Continuing Operations, which is defined as net income (loss) from continuing operations adjusted for intangible amortization and the impact of certain non-cash items, that we do not consider in the evaluation of ongoing operational performance, is a non-GAAP financial measure used solely for the purpose of calculating Adjusted Diluted Earnings Per Share From Continuing Operations.
Adjusted Diluted Earnings Per Share From Continuing Operations is defined as Adjusted Net Income From Continuing Operations divided by the adjusted weighted-average number of shares of Alight Inc. common stock, diluted. Adjusted Diluted Earnings Per Share From Continuing Operations is used
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by us and our investors to evaluate our core operating performance and to benchmark our operating performance against our competitors.
Free Cash Flow is defined as cash provided by operating activities net of capital expenditures. Management believes that free cash flow is an important liquidity metric because it measures, during a given period, the amount of cash generated that is available to repay debt obligations, make strategic acquisitions and investments and for certain other activities such as dividends and stock repurchases.
Adjusted Gross Profit is defined as revenue less cost of services adjusted for depreciation, amortization and share-based compensation, and Adjusted Gross Profit Margin is defined as Adjusted Gross Profit divided by revenue. Management uses Adjusted Gross Profit and Adjusted Gross Profit Margin as key measures in making financial, operating and planning decisions and in evaluating our performance. We believe that presenting Adjusted Gross Profit and Adjusted Gross Profit Margin is useful to investors as it eliminates the impact of certain non-cash expenses and allows a direct comparison between periods.
Annual Recurring Revenue bookings is an operational metric that represents management’s estimate of new long-term agreements closed in the period referenced. Our ARR bookings metric does not reflect potential future events such as unexpected client volume fluctuations, early contract terminations or early contract renewals. This metric may differ from similar terms used by other companies and therefore comparability may be limited.
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Condensed Consolidated Statements of Income (Loss)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions, except per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Revenue | $ | 500 | $ | 533 | $ | 1,545 | $ | 1,609 | |||||||||||||||
| Cost of services, exclusive of depreciation and amortization | 334 | 327 | 1,018 | 1,003 | |||||||||||||||||||
| Depreciation and amortization | 31 | 28 | 94 | 81 | |||||||||||||||||||
| Gross Profit | 135 | 178 | 433 | 525 | |||||||||||||||||||
| Operating Expenses | |||||||||||||||||||||||
| Selling, general and administrative | 122 | 87 | 336 | 321 | |||||||||||||||||||
| Depreciation and intangible amortization | 74 | 75 | 220 | 223 | |||||||||||||||||||
| Goodwill impairment | — | 1,338 | — | 2,321 | |||||||||||||||||||
| Total Operating expenses | 196 | 1,500 | 556 | 2,865 | |||||||||||||||||||
| Operating Income (Loss) From Continuing Operations | (61) | (1,322) | (123) | (2,340) | |||||||||||||||||||
| Other (Income) Expense | |||||||||||||||||||||||
| (Gain) Loss from change in fair value of financial instruments | — | (19) | — | 1 | |||||||||||||||||||
| (Gain) Loss from change in fair value of tax receivable agreement | (15) | (66) | (80) | (34) | |||||||||||||||||||
| Interest expense | 25 | 24 | 73 | 68 | |||||||||||||||||||
| Other (income) expense, net | (1) | (8) | (1) | (26) | |||||||||||||||||||
| Total Other (income) expense, net | 9 | (69) | (8) | 9 | |||||||||||||||||||
| Income (Loss) From Continuing Operations Before Taxes | (70) | (1,253) | (115) | (2,349) | |||||||||||||||||||
| Income tax expense (benefit) | (19) | (198) | (35) | (204) | |||||||||||||||||||
| Net Income (Loss) From Continuing Operations | (51) | (1,055) | (80) | (2,145) | |||||||||||||||||||
| Net Income (Loss) From Discontinued Operations, Net of Tax | — | (13) | — | (22) | |||||||||||||||||||
| Net Income (Loss) | (51) | (1,068) | (80) | (2,167) | |||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | — | (1) | — | (2) | |||||||||||||||||||
| Net Income (Loss) Attributable to Alight, Inc. | $ | (51) | $ | (1,067) | $ | (80) | $ | (2,165) | |||||||||||||||
| Earnings (Loss) Per Share | |||||||||||||||||||||||
| Basic and Diluted | |||||||||||||||||||||||
| Continuing operations | $ | (1.93) | $ | (40.03) | $ | (3.04) | $ | (80.99) | |||||||||||||||
| Discontinued operations | $ | — | $ | (0.49) | $ | — | $ | (0.83) | |||||||||||||||
| Net Income (Loss) | $ | (1.93) | $ | (40.52) | $ | (3.04) | $ | (81.82) | |||||||||||||||
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Condensed Consolidated Balance Sheets
(Unaudited)
| September 30, 2026 | December 31, 2025 | ||||||||||
| (in millions, except par values) | |||||||||||
| Assets | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | 212 | $ | 273 | |||||||
| Receivables, net | 334 | 387 | |||||||||
| Other current assets | 186 | 234 | |||||||||
| Fiduciary assets | 236 | 248 | |||||||||
| Total Current Assets | 968 | 1,142 | |||||||||
| Goodwill | 83 | 83 | |||||||||
| Intangible assets, net | 2,363 | 2,573 | |||||||||
| Fixed assets, net | 330 | 378 | |||||||||
| Deferred tax assets, net | 46 | 15 | |||||||||
| Other assets | 404 | 377 | |||||||||
| Total Assets | $ | 4,194 | $ | 4,568 | |||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Liabilities | |||||||||||
| Current Liabilities | |||||||||||
| Accounts payable and accrued liabilities | $ | 232 | $ | 253 | |||||||
| Current portion of long-term debt, net | 20 | 20 | |||||||||
| Other current liabilities | 196 | 353 | |||||||||
| Fiduciary liabilities | 236 | 248 | |||||||||
| Total Current Liabilities | 684 | 874 | |||||||||
| Deferred tax liabilities | 15 | 14 | |||||||||
| Long-term debt, net | 1,971 | 1,985 | |||||||||
| Long-term tax receivable agreement | 428 | 508 | |||||||||
| Other liabilities | 115 | 141 | |||||||||
| Total Liabilities | $ | 3,213 | $ | 3,522 | |||||||
| Commitments and Contingencies | |||||||||||
| Stockholders' Equity | |||||||||||
Preferred stock at $0.0001 par value: 1.0 shares authorized, none issued and outstanding | $ | — | $ | — | |||||||
Class A Common Stock: $0.0001 par value, 50.0 shares authorized; 28.5 and 28.3 shares issued, and 26.4 and 26.2 shares outstanding as of September 30, 2026 and December 31, 2025, respectively | — | — | |||||||||
Class B Common Stock: $0.0001 par value, 1.0 shares authorized; 0.5 and 0.5 issued and outstanding as of September 30, 2026 and December 31, 2025, respectively | — | — | |||||||||
Class V Common Stock: $0.0001 par value, 8.8 shares authorized; 0.02 and 0.02 issued and outstanding as of September 30, 2026 and December 31, 2025, respectively | — | — | |||||||||
Class Z Common Stock: $0.0001 par value, 0.6 shares authorized; none issued and outstanding | — | — | |||||||||
Treasury stock, at cost (2.1 and 2.1 shares at September 30, 2026 and December 31, 2025, respectively) | (284) | (284) | |||||||||
| Additional paid-in-capital | 5,084 | 5,065 | |||||||||
| Accumulated deficit | (3,837) | (3,757) | |||||||||
| Accumulated other comprehensive income | 16 | 20 | |||||||||
| Total Alight, Inc. Stockholders' Equity | $ | 979 | $ | 1,044 | |||||||
| Noncontrolling interest | 2 | 2 | |||||||||
| Total Stockholders' Equity | $ | 981 | $ | 1,046 | |||||||
| Total Liabilities and Stockholders' Equity | $ | 4,194 | $ | 4,568 | |||||||
6
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Operating activities: | |||||||||||
| Net Income (Loss) From Continuing Operations | $ | (80) | $ | (2,145) | |||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Depreciation | 104 | 93 | |||||||||
| Intangible asset amortization | 210 | 211 | |||||||||
| Noncash lease expense | 6 | 5 | |||||||||
| Financing fee and premium amortization | 1 | 1 | |||||||||
| Share-based compensation expense | 19 | 14 | |||||||||
| (Gain) loss from change in fair value of financial instruments | — | 1 | |||||||||
| (Gain) loss from change in fair value of tax receivable agreement | (80) | (34) | |||||||||
| Deferred tax expense (benefit) | (30) | (197) | |||||||||
| Goodwill impairment | — | 2,321 | |||||||||
| Other | 21 | 11 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | 53 | 72 | |||||||||
| Accounts payable and accrued liabilities | (21) | (96) | |||||||||
| Other assets and liabilities | (22) | (21) | |||||||||
| Cash provided by operating activities - continuing operations | 181 | 236 | |||||||||
| Cash provided by operating activities - discontinued operations | — | — | |||||||||
| Net cash provided by operating activities | $ | 181 | $ | 236 | |||||||
| Investing activities: | |||||||||||
| Net proceeds from sale of business | — | (13) | |||||||||
| Capital expenditures | (73) | (85) | |||||||||
| Cash provided by (used in) investing activities - continuing operations | (73) | (98) | |||||||||
| Cash used in investing activities - discontinued operations | — | — | |||||||||
| Net cash provided by (used in) investing activities | $ | (73) | $ | (98) | |||||||
| Financing activities: | |||||||||||
| Dividend payments | (1) | (65) | |||||||||
| Net increase (decrease) in fiduciary liabilities | (12) | (12) | |||||||||
| Repayments to banks | (15) | (15) | |||||||||
| Principal payments on finance lease obligations | (14) | (17) | |||||||||
| Payments on tax receivable agreements | (136) | (100) | |||||||||
| Tax payment for shares/units withheld in lieu of taxes | (1) | (12) | |||||||||
| Repurchase of shares | — | (65) | |||||||||
| Other financing activities | (1) | (2) | |||||||||
| Cash used in financing activities - continuing operations | (180) | (288) | |||||||||
| Cash provided by (used in) financing activities - discontinued operations | — | — | |||||||||
| Net Cash provided by (used in) financing activities | $ | (180) | $ | (288) | |||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash - continuing operations | (1) | — | |||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | (73) | (150) | |||||||||
| Cash, cash equivalents and restricted cash balances from: | |||||||||||
| Continuing operations - beginning of year | $ | 521 | $ | 582 | |||||||
| Continuing operations - end of period | $ | 448 | $ | 432 | |||||||
7
Reconciliation of Net Income (Loss) From Continuing Operations to Adjusted EBITDA from Continuing Operations (Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net Income (Loss) From Continuing Operations | $ | (51) | $ | (1,055) | $ | (80) | $ | (2,145) | |||||||||||||||
| Interest expense | 25 | 24 | 73 | 68 | |||||||||||||||||||
| Income tax expense (benefit) | (19) | (198) | (35) | (204) | |||||||||||||||||||
| Depreciation | 35 | 33 | 104 | 93 | |||||||||||||||||||
| Intangible amortization | 70 | 70 | 210 | 211 | |||||||||||||||||||
| EBITDA From Continuing Operations | 60 | (1,126) | 272 | (1,977) | |||||||||||||||||||
| Share-based compensation | 8 | 3 | 19 | 14 | |||||||||||||||||||
Transaction and integration expenses (1) | 2 | 4 | 9 | 12 | |||||||||||||||||||
| Restructuring | 25 | 4 | 53 | 44 | |||||||||||||||||||
| (Gain) Loss from change in fair value of financial instruments | — | (19) | — | 1 | |||||||||||||||||||
| (Gain) Loss from change in fair value of tax receivable agreement | (15) | (66) | (80) | (34) | |||||||||||||||||||
Goodwill impairment and other (2) | 6 | 1,338 | 9 | 2,323 | |||||||||||||||||||
Adjusted EBITDA From Continuing Operations (3) | $ | 86 | $ | 138 | $ | 282 | $ | 383 | |||||||||||||||
| Revenue | $ | 500 | $ | 533 | $ | 1,545 | $ | 1,609 | |||||||||||||||
Adjusted EBITDA Margin From Continuing Operations (4) | 17.2 | % | 25.9 | % | 18.3 | % | 23.8 | % | |||||||||||||||
(1)Transaction and integration expenses primarily relate to acquisition and divestiture activities.
(2)Goodwill impairment and other primarily includes $6 million of certain professional fees incurred in connection with our debt refinancing activities for the three and nine months ended September 30, 2026 and $1,338 million and $2,321 million non-cash goodwill impairment charges for the three and nine months ended September 30, 2025, respectively.
(3)Adjusted EBITDA From Continuing Operations excludes the impact of discontinued operations.
(4)Adjusted EBITDA Margin From Continuing Operations is defined as Adjusted EBITDA From Continuing Operations as a percentage of revenue.
8
Reconciliation of Net Income (Loss) From Continuing Operations to Adjusted Net Income and Adjusted Diluted Earnings per Share From Continuing Operations (Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions, except share and per share amounts) | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
Net Income (Loss) From Continuing Operations Attributable to Alight, Inc. (1) | $ | (51) | $ | (1,054) | $ | (80) | $ | (2,143) | |||||||||||||||
| Conversion of noncontrolling interest | — | (1) | — | (2) | |||||||||||||||||||
| Intangible amortization | 70 | 70 | 210 | 211 | |||||||||||||||||||
| Share-based compensation | 8 | 3 | 19 | 14 | |||||||||||||||||||
Transaction and integration expenses (2) | 2 | 4 | 9 | 12 | |||||||||||||||||||
| Restructuring | 25 | 4 | 53 | 44 | |||||||||||||||||||
| (Gain) Loss from change in fair value of financial instruments | — | (19) | — | 1 | |||||||||||||||||||
| (Gain) Loss from change in fair value of tax receivable agreement | (15) | (66) | (80) | (34) | |||||||||||||||||||
Goodwill impairment and other (3) | 6 | 1,338 | 9 | 2,323 | |||||||||||||||||||
Tax effect of adjustments (4) | (26) | (217) | (60) | (256) | |||||||||||||||||||
| Adjusted Net Income From Continuing Operations | $ | 19 | $ | 62 | $ | 80 | $ | 170 | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average shares outstanding - basic | 26,421,717 | 26,328,838 | 26,337,271 | 26,460,333 | |||||||||||||||||||
| Dilutive effect of the exchange of noncontrolling interest units | — | — | — | — | |||||||||||||||||||
| Dilutive effect of RSUs | — | — | — | — | |||||||||||||||||||
| Weighted average shares outstanding - diluted | 26,421,717 | 26,328,838 | 26,337,271 | 26,460,333 | |||||||||||||||||||
Exchange of noncontrolling interest units(5) | 23,457 | 25,505 | 23,961 | 25,505 | |||||||||||||||||||
Impact of unvested RSUs(6) | 2,232,131 | 414,480 | 2,232,131 | 414,480 | |||||||||||||||||||
Adjusted shares of Class A Common Stock outstanding - diluted(7)(8) | 28,677,305 | 26,768,823 | 28,593,363 | 26,900,318 | |||||||||||||||||||
| Basic (Net Loss) Earnings Per Share From Continuing Operations | $ | (1.93) | $ | (40.03) | $ | (3.04) | $ | (80.99) | |||||||||||||||
| Diluted (Net Loss) Earnings Per Share From Continuing Operations | $ | (1.93) | $ | (40.03) | $ | (3.04) | $ | (80.99) | |||||||||||||||
| Adjusted Diluted Earnings Per Share From Continuing Operations | $ | 0.66 | $ | 2.32 | $ | 2.80 | $ | 6.32 | |||||||||||||||
(1)Excludes the impact of discontinued operations.
(2)Transaction and integration expenses primarily relate to acquisition and divestiture activities.
(3)Goodwill impairment and other primarily includes $6 million of certain professional fees incurred in connection with our debt refinancing activities for the three and nine months ended September 30, 2026 and $1,338 million and $2,321 million non-cash goodwill impairment charges for the three and nine months ended September 30, 2025, respectively.
(4)Income tax effects have been calculated based on the statutory tax rates for both U.S. and foreign jurisdictions based on the Company's mix of income and adjusted for significant changes in fair value measurement.
(5)Assumes the full exchange of the units held by noncontrolling interests for shares of Class A Common Stock of Alight, Inc. pursuant to the exchange agreement.
(6)Includes non-vested time-based restricted stock units that were determined to be antidilutive for U.S. GAAP diluted earnings per share purposes.
(7)Excludes two tranches of contingently issuable seller earnout shares: (i) 0.4 million shares will be issued if the Company's Class A Common Stock's volume-weighted average price ("VWAP") is >$250.00 for any 20 trading days within a consecutive period of 30 trading days; and (ii) 0.4 million shares will be issued if the Company's Class A Common Stock VWAP is >$300.00 for any 20 trading days within a consecutive period of 30 trading days. Both tranches have a seven-year duration.
(8)Excludes approximately 2.1 million and 0.1 million performance-based units, which represents the gross number of shares expected to vest based on achievement of performance and market conditions as of September 30, 2026 and 2025, respectively.
9
Gross Profit to Adjusted Gross Profit Reconciliation
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Gross Profit | $ | 135 | $ | 178 | $ | 433 | $ | 525 | |||||||||||||||
| Add: stock-based compensation | 2 | — | 6 | 5 | |||||||||||||||||||
| Add: depreciation and amortization | 31 | 28 | 94 | 81 | |||||||||||||||||||
| Adjusted Gross Profit | $ | 168 | $ | 206 | $ | 533 | $ | 611 | |||||||||||||||
| Gross Profit Margin | 27.0 | % | 33.4 | % | 28.0 | % | 32.6 | % | |||||||||||||||
| Adjusted Gross Profit Margin | 33.6 | % | 38.6 | % | 34.5 | % | 38.0 | % | |||||||||||||||
Free Cash Flow Reconciliation
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| ($ in millions) | 2026 | 2025 | |||||||||
| Non-GAAP free cash flow reconciliation: | |||||||||||
| Cash provided by operating activities - continuing operations | $ | 181 | $ | 236 | |||||||
| Capital expenditures | (73) | (85) | |||||||||
| Non-GAAP free cash flow | $ | 108 | $ | 151 | |||||||
Other Select Financial Data
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Revenue Disaggregation | |||||||||||||||||||||||
| Recurring | $ | 458 | $ | 489 | $ | 1,427 | $ | 1,501 | |||||||||||||||
| Project | 42 | 44 | 118 | 108 | |||||||||||||||||||
| Total revenue | $ | 500 | $ | 533 | $ | 1,545 | $ | 1,609 | |||||||||||||||
| Gross Profit | |||||||||||||||||||||||
| Total gross profit | $ | 135 | $ | 178 | $ | 433 | $ | 525 | |||||||||||||||
| Total gross margin | 27.0 | % | 33.4 | % | 28.0 | % | 32.6 | % | |||||||||||||||
| Adjusted Gross Profit | |||||||||||||||||||||||
| Total adjusted gross profit | $ | 168 | $ | 206 | $ | 533 | $ | 611 | |||||||||||||||
| Total adjusted gross margin percent | 33.6 | % | 38.6 | % | 34.5 | % | 38.0 | % | |||||||||||||||
| Adjusted EBITDA From Continuing Operations | |||||||||||||||||||||||
| Adjusted EBITDA From Continuing Operations | $ | 86 | $ | 138 | $ | 282 | $ | 383 | |||||||||||||||
| Adjusted EBITDA Margin From Continuing Operations | 17.2 | % | 25.9 | % | 18.3 | % | 23.8 | % | |||||||||||||||
| Free Cash Flow | |||||||||||||||||||||||
| Free Cash Flow From Continuing Operations | $ | 108 | $ | 151 | |||||||||||||||||||
10