0001809104FALSEAlight, Inc. / Delaware00018091042026-04-302026-04-30
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): April 30, 2026
__________________________________________
Alight, Inc.
(Exact name of Registrant as Specified in Its Charter)
__________________________________________
| | | | | | | | |
| Delaware | 001-39299 | 86-1849232 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | |
320 South Canal Street, | | |
50th Floor, Suite 5000, Chicago, IL | | 60606 |
| (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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Class A Common Stock, par value $0.0001 per share | | ALIT | | New York Stock Exchange |
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 May 5, 2026, Alight, Inc. (“Alight” or the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 27, 2026, the Company announced that Gregory P. Giometti, the Company’s Interim Chief Financial Officer, would depart the Company on May 8, 2026 or such earlier date on which a permanent Chief Financial Officer was appointed. The Company continues to conduct a comprehensive search for a permanent Chief Financial Officer.
In light of Mr. Giometti’s departure, on April 30, 2026, the Company’s Board of Directors appointed Susan D. Davies, who currently serves as the Company’s Chief Accounting Officer and Global Controller, to serve as Interim Chief Financial Officer, effective as of May 8, 2026. Ms. Davies will serve as the Company’s principal financial officer and principal accounting officer for purposes of the Exchange Act during her term as interim Chief Financial Officer. Ms. Davies will also continue to serve in her current role and retain her responsibilities while serving as Interim Chief Financial Officer.
Ms. Davies, age 57, has served as Chief Accounting Officer and Global Controller of Alight since May 2021. She previously served as Controller and Principal Accounting Officer of Willis Towers Watson from November 2015 through May 2021 and held various leadership positions in Internal Audit, most recently as the Global Head of Internal Audit from 2009 to 2015.
There are no arrangements or understandings between Ms. Davies and any other person pursuant to which she was appointed as the Company’s Interim CFO. Ms. Davies does not have any family relationship with any director or other executive officer of the Company, and there are no transactions in which Ms. Davies has an interest requiring disclosure under Item 404(a) of Regulation S-K under the Exchange Act.
In connection with Ms. Davies’ appointment as Interim Chief Financial Officer, the Company will provide her with the following additional compensation that is commensurate with her additional duties as Interim Chief Financial Officer: a cash payment of $20,000 per month for each month Ms. Davies serves in this capacity and one month thereafter.
Item 7.01 Regulation FD Disclosure.
On May 1, 2026, the Company issued a press release, a copy of which is furnished as Exhibit 99.2 hereto, announcing the matters described in Item 5.02 above.
The information in this Item 7.01, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
| | | | | |
| 99.1 | Press Release of the Company dated as of May 5, 2026 |
| 99.2 | Press Release of the Company dated as of May 1, 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: | May 5, 2026 | By: | /s/ Martin Felli |
| | | Martin Felli, Chief Legal Officer and Corporate Secretary |
Exhibit 99.1
Alight Reports First Quarter 2026 Results
– Revenue of $534 million –
– Cash provided by operating activities of $79 million; free cash flow of $53 million –
CHICAGO, IL – May 5, 2026 – Alight, Inc. (NYSE: ALIT), a leading benefits administration provider of health, wealth and leave solutions, today reported results for the first quarter ended March 31, 2026.
Rohit Verma, Chief Executive Officer of Alight commented, “Alight delivered solid first quarter 2026 results with higher-than-expected revenue, adjusted EBITDA, and free cash flow generation. We entered 2026 with a focus on disciplined execution and made substantial progress during the first quarter, achieving favorable renewal activity and the addition of new annual recurring revenue. We closed the quarter with strong liquidity of over $500 million including our cash position of $178 million.
“I’ve met with 90+ clients in my first several months, and these discussions are helping to shape our customer-first approach to enhancing Alight’s industry-leading health, wealth and leaves solutions. During the quarter, we launched several AI-centered initiatives designed to create unparalleled outcomes for our customers and their employees. Our enhanced technology strategy is strengthening our capabilities and fortifying our leadership position as a solutions provider with the scale, deep domain expertise, data and infrastructure to manage complex benefits programs for large organizations and entities. Moving forward, we remain unwavering in our commitment to three operating principles: delivering service and operational excellence; innovating products to create value and actionable insights; and building client relationships that result in trusted partnerships.”
Summary of First Quarter 2026 Results
| | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, |
in millions | 2026 | | 2025 | | Change |
| Revenue | $ | 534 | | | $ | 548 | | | $ | (14) | |
| Gross Profit | 156 | | | 171 | | | (15) | |
| Adjusted Gross Profit | 189 | | | 200 | | | (11) | |
| Net Income | (19) | | | (25) | | | 6 | |
| Adjusted EBITDA | 104 | | | 118 | | | (14) | |
| Operating Cash Flow | 79 | | | 73 | | | 6 | |
| Free Cash Flow | $ | 53 | | | $ | 44 | | | $ | 9 | |
Revenue decreased 2.6% to $534 million, as compared to $548 million in the prior year. The change was primarily due to lower net commercial activity, partially offset by an increase in project revenue. Recurring revenues were 93.3% of total revenue.
Gross profit was $156 million, or 29.2% of revenue, compared to $171 million, or 31.2% of revenue in the prior year period. The decrease in gross profit was primarily attributable to lower revenues.
Selling, general and administrative expenses increased slightly by $1 million and were consistent when compared to the prior year period.
Interest expense of $24 million increased $2 million from the prior year period. The increase was due to higher interest expense net of swaps and lower interest income.
The Company’s loss from continuing operations before income tax was $26 million compared to a loss from continuing operations before income tax of $20 million in the prior year period. This was primarily attributable to lower operating profit and the non-operating fair value remeasurements of financial instruments, partially offset by the remeasurement of the tax receivable agreement.
Balance Sheet Highlights
As of March 31, 2026, the Company’s cash and cash equivalents balance was $178 million, total debt was $2,000 million and total debt net of cash and cash equivalents was $1,822 million.
Second Quarter 2026 Outlook
The Company expects to achieve revenue in the second quarter of 2026 in the range of $490 million to $505 million, adjusted EBITDA between $80 million to $90 million, and free cash flow ranging from $35 million to $45 million.
Reconciliations of the historical financial measures used in this press 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 first quarter 2026 financial results is scheduled for today, May 5, 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:
Mariana Fischbach
mediarelations@alight.com
Forward-Looking Statements
This press 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 annual recurring revenue, renewal activity, our leadership position, and outlook for Alight’s business, financial results, liquidity and capital resources, including statements in the "Business Outlook" section of this press 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 press 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 press 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 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.
Revenue Under Contract is an operational metric that represents management’s estimate of anticipated revenue expected to be recognized in the period referenced based on available information that includes historical client contracting practices. The metric does not reflect potential future events such as unexpected client volume fluctuations, early contract terminations or early contract renewals. Our metric may differ from similar terms used by other companies and therefore comparability may be limited.
Condensed Consolidated Statements of Income (Loss)
(Unaudited)
| | | | | | | | | | | | | | | |
| | | | Three Months Ended March 31, |
| (in millions, except per share amounts) | | | | | 2026 | | 2025 |
| Revenue | | | | | $ | 534 | | | $ | 548 | |
| Cost of services, exclusive of depreciation and amortization | | | | | 347 | | | 351 | |
| Depreciation and amortization | | | | | 31 | | | 26 | |
| Gross Profit | | | | | 156 | | | 171 | |
| | | | | | | |
| Operating Expenses | | | | | | | |
| Selling, general and administrative | | | | | 105 | | | 104 | |
| Depreciation and intangible amortization | | | | | 73 | | | 75 | |
| | | | | | | |
| Total Operating expenses | | | | | 178 | | | 179 | |
| Operating Income (Loss) From Continuing Operations | | | | | (22) | | | (8) | |
| Other (Income) Expense | | | | | | | |
| (Gain) Loss from change in fair value of financial instruments | | | | | — | | | (8) | |
| (Gain) Loss from change in fair value of tax receivable agreement | | | | | (19) | | | 9 | |
| Interest expense | | | | | 24 | | | 22 | |
| Other (income) expense, net | | | | | (1) | | | (11) | |
| Total Other (income) expense, net | | | | | 4 | | | 12 | |
| Income (Loss) From Continuing Operations Before Taxes | | | | | (26) | | | (20) | |
| Income tax expense (benefit) | | | | | (7) | | | (3) | |
| Net Income (Loss) From Continuing Operations | | | | | (19) | | | (17) | |
| Net Income (Loss) From Discontinued Operations, Net of Tax | | | | | — | | | (8) | |
| Net Income (Loss) | | | | | (19) | | | (25) | |
| Net income (loss) attributable to noncontrolling interests | | | | | — | | | — | |
| Net Income (Loss) Attributable to Alight, Inc. | | | | | $ | (19) | | | $ | (25) | |
| | | | | | | |
| Earnings (Loss) Per Share | | | | | | | |
| Basic and Diluted | | | | | | | |
| Continuing operations | | | | | $ | (0.04) | | | $ | (0.03) | |
| Discontinued operations | | | | | $ | 0.00 | | | $ | (0.02) | |
| Net Income (Loss) | | | | | $ | (0.04) | | | $ | (0.05) | |
Condensed Consolidated Balance Sheets
(Unaudited)
| | | | | | | | | | | |
| | March 31, 2026 | | December 31, 2025 |
| (in millions, except par values) | | | |
| Assets | | | |
| Current Assets | | | |
| Cash and cash equivalents | $ | 178 | | | $ | 273 | |
| Receivables, net | 359 | | | 387 | |
| Other current assets | 205 | | | 234 | |
| Fiduciary assets | 239 | | | 248 | |
| | | |
| Total Current Assets | 981 | | | 1,142 | |
| Goodwill | 83 | | | 83 | |
| Intangible assets, net | 2,503 | | | 2,573 | |
| Fixed assets, net | 367 | | | 378 | |
| Deferred tax assets, net | 23 | | | 15 | |
| Other assets | 382 | | | 377 | |
| | | |
| Total Assets | $ | 4,339 | | | $ | 4,568 | |
| | | |
| Liabilities and Stockholders' Equity | | | |
| Liabilities | | | |
| Current Liabilities | | | |
| Accounts payable and accrued liabilities | $ | 215 | | | $ | 253 | |
| Current portion of long-term debt, net | 20 | | | 20 | |
| Other current liabilities | 219 | | | 353 | |
| Fiduciary liabilities | 239 | | | 248 | |
| | | |
| Total Current Liabilities | 693 | | | 874 | |
| Deferred tax liabilities | 15 | | | 14 | |
| Long-term debt, net | 1,980 | | | 1,985 | |
| Long-term tax receivable agreement | 489 | | | 508 | |
| | | |
| Other liabilities | 133 | | | 141 | |
| | | |
| Total Liabilities | $ | 3,310 | | | $ | 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, 1,000.0 shares authorized; 569.4 and 566.5 shares issued, and 526.8 and 523.9 shares outstanding as of March 31, 2026 and December 31, 2025, respectively | — | | | — | |
Class B Common Stock: $0.0001 par value, 20.0 shares authorized; 9.9 and 9.9 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | — | | | — | |
Class V Common Stock: $0.0001 par value, 175.0 shares authorized; 0.5 and 0.5 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | — | | | — | |
Class Z Common Stock: $0.0001 par value, 12.9 shares authorized; none issued and outstanding | — | | | — | |
Treasury stock, at cost (42.6 and 42.6 shares at March 31, 2026 and December 31, 2025, respectively) | (284) | | | (284) | |
| Additional paid-in-capital | 5,068 | | | 5,065 | |
| Accumulated deficit | (3,776) | | | (3,757) | |
| Accumulated other comprehensive income | 19 | | | 20 | |
| Total Alight, Inc. Stockholders' Equity | $ | 1,027 | | | $ | 1,044 | |
| Noncontrolling interest | 2 | | | 2 | |
| Total Stockholders' Equity | $ | 1,029 | | | $ | 1,046 | |
| Total Liabilities and Stockholders' Equity | $ | 4,339 | | | $ | 4,568 | |
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| | | | | | | | | | | |
| | Three Months Ended March 31, |
| (in millions) | 2026 | | 2025 |
| Operating activities: | | | |
| Net Income (Loss) From Continuing Operations | $ | (19) | | | $ | (17) | |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | |
| Depreciation | 34 | | | 30 | |
| Intangible asset amortization | 70 | | | 71 | |
| Noncash lease expense | 2 | | | 2 | |
| | | |
| Share-based compensation expense | 4 | | | 6 | |
| (Gain) loss from change in fair value of financial instruments | — | | | (8) | |
| (Gain) loss from change in fair value of tax receivable agreement | (19) | | | 9 | |
| | | |
| Deferred tax expense (benefit) | (7) | | | (4) | |
| | | |
| Other | 4 | | | — | |
| Changes in operating assets and liabilities: | | | |
| Accounts receivable | 28 | | | 33 | |
| Accounts payable and accrued liabilities | (38) | | | (60) | |
| Other assets and liabilities | 20 | | | 11 | |
| Cash provided by operating activities - continuing operations | 79 | | | 73 | |
| Cash provided by operating activities - discontinued operations | — | | | — | |
| Net cash provided by operating activities | $ | 79 | | | $ | 73 | |
| Investing activities: | | | |
| | | |
| | | |
| Capital expenditures | (26) | | | (29) | |
| Cash provided by (used in) investing activities - continuing operations | (26) | | | (29) | |
| Cash used in investing activities - discontinued operations | — | | | — | |
| Net cash provided by (used in) investing activities | $ | (26) | | | $ | (29) | |
| Financing activities: | | | |
| Dividend payments | — | | | (21) | |
| Net increase (decrease) in fiduciary liabilities | (9) | | | (12) | |
| Repayments to banks | (5) | | | (5) | |
| Principal payments on finance lease obligations | (5) | | | (5) | |
| Payments on tax receivable agreements | (136) | | | (100) | |
| Tax payment for shares/units withheld in lieu of taxes | (1) | | | (11) | |
| | | |
| Repurchase of shares | — | | | (20) | |
| Other financing activities | — | | | (2) | |
| Cash used for financing activities - continuing operations | (156) | | | (176) | |
| Cash provided by (used in) financing activities - discontinued operations | — | | | — | |
| Net Cash provided by (used in) financing activities | $ | (156) | | | $ | (176) | |
| 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 | (104) | | | (132) | |
| Cash, cash equivalents and restricted cash balances from: | | | |
| Continuing operations - beginning of year | $ | 521 | | | $ | 582 | |
| | | |
| | | |
| | | |
| Continuing operations - end of period | $ | 417 | | | $ | 450 | |
Reconciliation of Net Income (Loss) From Continuing Operations to Adjusted EBITDA from Continuing Operations (Unaudited)
| | | | | | | | | | | | | | | |
| | | | Three Months Ended March 31, |
| (in millions) | | | | | 2026 | | 2025 |
| Net Income (Loss) From Continuing Operations | | | | | $ | (19) | | | $ | (17) | |
| Interest expense | | | | | 24 | | | 22 | |
| Income tax expense (benefit) | | | | | (7) | | | (3) | |
| Depreciation | | | | | 34 | | | 30 | |
| Intangible amortization | | | | | 70 | | | 71 | |
| EBITDA From Continuing Operations | | | | | 102 | | | 103 | |
| Share-based compensation | | | | | 4 | | | 6 | |
Transaction and integration expenses (1) | | | | | 4 | | | 3 | |
| Restructuring | | | | | 12 | | | 4 | |
| (Gain) Loss from change in fair value of financial instruments | | | | | — | | | (8) | |
| (Gain) Loss from change in fair value of tax receivable agreement | | | | | (19) | | | 9 | |
| Other | | | | | 1 | | | 1 | |
Adjusted EBITDA From Continuing Operations (2) | | | | | $ | 104 | | | $ | 118 | |
| Revenue | | | | | $ | 534 | | | $ | 548 | |
Adjusted EBITDA Margin From Continuing Operations (3) | | | | | 19.5 | % | | 21.5 | % |
(1)Transaction and integration expenses primarily relate to acquisition and divestiture activities.
(2)Adjusted EBITDA excludes the impact of discontinued operation.
(3)Adjusted EBITDA Margin From Continuing Operations is defined as Adjusted EBITDA From Continuing Operations as a percentage of revenue.
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 March 31, |
| | | | | 2026 | | 2025 |
| (in millions, except share and per share amounts) | | | | | | | |
| Numerator: | | | | | | | |
Net Income (Loss) From Continuing Operations Attributable to Alight, Inc. (1) | | | | | $ | (19) | | | $ | (17) | |
| Conversion of noncontrolling interest | | | | | — | | | — | |
| Intangible amortization | | | | | 70 | | | 71 | |
| Share-based compensation | | | | | 4 | | | 6 | |
Transaction and integration expenses (2) | | | | | 4 | | | 3 | |
| Restructuring | | | | | 12 | | | 4 | |
| (Gain) Loss from change in fair value of financial instruments | | | | | — | | | (8) | |
| (Gain) Loss from change in fair value of tax receivable agreement | | | | | (19) | | | 9 | |
| Other | | | | | 1 | | | 1 | |
Tax effect of adjustments (3) | | | | | (18) | | | (17) | |
| Adjusted Net Income From Continuing Operations | | | | | $ | 35 | | | $ | 52 | |
| | | | | | | |
| Denominator: | | | | | | | |
| Weighted average shares outstanding - basic | | | | | 524,744,108 | | 532,297,681 |
| Dilutive effect of the exchange of noncontrolling interest units | | | | | — | | — |
| Dilutive effect of RSUs | | | | | — | | — |
| Weighted average shares outstanding - diluted | | | | | 524,744,108 | | 532,297,681 |
Exchange of noncontrolling interest units(4) | | | | | 484,358 | | 510,115 |
Impact of unvested RSUs(5) | | | | | 36,198,801 | | 8,464,404 |
Adjusted shares of Class A Common Stock outstanding - diluted(6)(7) | | | | | 561,427,267 | | 541,272,200 |
| | | | | | | |
| Basic (Net Loss) Earnings Per Share From Continuing Operations | | | | | $ | (0.04) | | | $ | (0.03) | |
| Diluted (Net Loss) Earnings Per Share From Continuing Operations | | | | | $ | (0.04) | | | $ | (0.03) | |
| Adjusted Diluted Earnings Per Share From Continuing Operations | | | | | $ | 0.06 | | | $ | 0.10 | |
(1)Excludes the impact of discontinued operations.
(2)Transaction and integration expenses primarily relate to acquisition and divestiture activities.
(3)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.
(4)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.
(5)Includes non-vested time-based restricted stock units that were determined to be antidilutive for U.S. GAAP diluted earnings per share purposes.
(6)Excludes two tranches of contingently issuable seller earnout shares: (i) 7.5 million shares will be issued if the Company's Class A Common Stock's volume-weighted average price ("VWAP") is >$12.50 for any 20 trading days within a consecutive period of 30 trading days; (ii) 7.5 million shares will be issued if the Company's Class A Common Stock VWAP is >$15.00 for any 20 trading days within a consecutive period of 30 trading days. Both tranches have a seven-year duration.
(7)Excludes approximately 33.2 million and 10.0 million performance-based units, which represents the gross number of shares expected to vest based on achievement of performance and market conditions as of March 31, 2026 and 2025, respectively.
Gross Profit to Adjusted Gross Profit Reconciliation
(Unaudited)
| | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| ($ in millions) | | | | | 2026 | | 2025 |
| Gross Profit | | | | | $ | 156 | | | $ | 171 | |
| Add: stock-based compensation | | | | | 2 | | | 3 | |
| Add: depreciation and amortization | | | | | 31 | | | 26 | |
| Adjusted Gross Profit | | | | | $ | 189 | | | $ | 200 | |
| Gross Profit Margin | | | | | 29.2 | % | | 31.2 | % |
| Adjusted Gross Profit Margin | | | | | 35.4 | % | | 36.5 | % |
Free Cash Flow Reconciliation
(Unaudited)
| | | | | | | | | | | |
| Three Months Ended March 31, |
| ($ in millions) | 2026 | | 2025 |
| Non-GAAP free cash flow reconciliation: | | | |
| Cash provided by operating activities - continuing operations | $ | 79 | | | $ | 73 | |
| Capital expenditures | (26) | | | (29) | |
| Non-GAAP free cash flow | $ | 53 | | | $ | 44 | |
Other Select Financial Data
(Unaudited)
| | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| ($ in millions) | | | | | 2026 | | 2025 |
| Revenue Disaggregation | | | | | | | |
| | | | | | | |
| Recurring | | | | | $ | 498 | | | $ | 520 | |
| Project | | | | | 36 | | | 28 | |
| | | | | | | |
| Total revenue | | | | | $ | 534 | | | $ | 548 | |
| | | | | | | |
| Gross Profit | | | | | | | |
| | | | | | | |
| | | | | | | |
| Total gross profit | | | | | $ | 156 | | | $ | 171 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Total gross margin | | | | | 29.2 | % | | 31.2 | % |
| | | | | | | |
| Adjusted Gross Profit | | | | | | | |
| | | | | | | |
| | | | | | | |
| Total adjusted gross profit | | | | | $ | 189 | | | $ | 200 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Total adjusted gross margin percent | | | | | 35.4 | % | | 36.5 | % |
| | | | | | | |
| Adjusted EBITDA From Continuing Operations | | | | | | | |
| Adjusted EBITDA From Continuing Operations | | | | | $ | 104 | | | $ | 118 | |
| Adjusted EBITDA Margin From Continuing Operations | | | | | 19.5 | % | | 21.5 | % |
| | | | | | | |
| Free Cash Flow | | | | | | | |
| Free Cash Flow From Continuing Operations | | | | | $ | 53 | | | $ | 44 | |
| | | | | | | |
| | | | | | | |
Exhibit 99.2
Alight strengthens leadership team with appointment of Dinesh Tulsiani as President of Employer Solutions and Susan Davies as interim Chief Financial Officer
Appointments reinforce Alight’s focus on innovation, operational excellence and helping clients achieve better outcomes at scale
CHICAGO — May 1, 2026 — Alight, Inc. (NYSE: ALIT), a leading benefits administration provider of health, wealth, leave and point solutions, today announced two executive leadership appointments that support the company’s continued focus on operational excellence, innovation and long-term growth.
Dinesh Tulsiani has been appointed President, Employer Solutions, effective May 1, 2026. In addition, Susan Davies, Alight’s Chief Accounting Officer and Global Controller, has been named Interim Chief Financial Officer, effective May 8, 2026, following the previously announced departure of Greg Giometti.
Dinesh Tulsiani appointed President, Employer Solutions
Reporting directly to Chief Executive Officer Rohit Verma, Dinesh will lead the Employer Solutions business alongside Alight’s Health and Leaves Solution Leaders, Strategy, User Experience and Value Engineering teams to continue advancing Alight’s strategy and delivering outcomes for clients at scale. This includes ongoing collaboration with key leaders across the business, including Karen Frost, Senior Vice President, Health and Navigation Solution Leaders, and Kevin Curry, Senior Vice President, Leaves Solution Leader, who remain key members of Alight’s Executive Leadership Team. Together, this team will continue to build on the strong foundation already in place, with a shared focus on execution, innovation and delivering the future of Alight.
“Dinesh has played an important role in shaping Alight’s strategic evolution, and this appointment reflects the confidence we have in his leadership and vision,” said Rohit Verma, Chief Executive Officer of Alight. “He brings deep knowledge of our business, our clients and the opportunities ahead. As we continue executing on our operating principles and strategy for long-term growth, Dinesh will help accelerate innovation, strengthen how we deliver value and advance the outcomes our clients count on.”
“I am honored to step into this role and grateful for the trust Rohit and the Board have placed in me,” said Dinesh Tulsiani. “Alight has a strong foundation, differentiated capabilities and an exceptional team. I look forward to partnering across the business to build on that momentum, sharpen our focus and continue helping clients and their people navigate some of life’s most important decisions.”
Dinesh previously served as Alight’s Chief Strategy Officer from September 2017 to February 2025, during which time he was instrumental in driving the company’s growth trajectory, including its expansion into health navigation, global payroll, and voluntary benefits. Following his departure, he served in several advisory roles before rejoining Alight in an advisory capacity in January 2026. Before his initial tenure at Alight, Dinesh led corporate development for Aon’s HR Solutions segment and held senior strategic roles including SVP Corporate Strategy at Aon
and VP Corporate Development and Strategy at Hewitt Associates. He also previously worked at IHS Markit and EY.
Susan Davies named Interim Chief Financial Officer
Effective May 8, 2026, Susan Davies will serve as Interim Chief Financial Officer while Alight conducts a search for a permanent CFO. Greg Giometti will remain through May 8 to support a smooth transition.
“Susan is a highly respected financial leader with deep expertise, strong judgment and a thorough understanding of our business,” said Verma. “She has been an invaluable member of our leadership team, and I have full confidence in her ability to provide continuity and leadership for our finance organization as we advance our priorities and complete the CFO search.”
Susan currently serves as Chief Accounting Officer and Global Controller of Alight, Inc., a position she has held since May 2021, where she oversees global controllership and external and regulatory reporting, including SEC regulatory reporting. She joined Alight from Willis Towers Watson (WTW), where she held various roles from 2007 to 2021, including Principal Accounting Officer and Global Controller and Global Head of Internal Audit. Prior to WTW, she spent 10 years at PwC, working primarily in Global Risk Assurance, where she led internal audit engagements across multiple industries and assisted newly public companies with Sarbanes-Oxley adoption.
With these appointments, Alight continues to strengthen its leadership team in support of its operating principles, including delivering service and operational excellence, innovating products that create real value and actionable insights and building relationships that result in enduring, trusted partnerships.
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.
Investors
investor.relations@alight.com
Media Contact
Mariana Fischbach
Alight Media Relations
mediarelations@alight.com
Forward-Looking Statements
This press 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 regarding Alight’s
management succession plans and statements related to the expectations regarding the performance and outlook for Alight’s strategy, business, financial results, liquidity and capital resources, our ability to execute on our operating principles and strategy for long-term growth and our ability to accelerate innovation. 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, 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 presentation 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.