Alight (NYSE: ALIT) Q2 revenue hits $511M as executive awards are reset
Rhea-AI Filing Summary
Alight, Inc. reported Q2 2026 revenue of $511 million, down from $528 million, with gross profit of $142 million and adjusted EBITDA of $92 million. Net loss from continuing operations narrowed to $10 million from $1,073 million, driven mainly by the absence of a prior $983 million non-cash goodwill impairment and other fair value remeasurements recorded in 2025.
For the first half of 2026, cash from operations was $152 million and free cash flow was $101 million. As of June 30, 2026, cash and cash equivalents were $215 million, total debt was $1,996 million, and total debt net of cash was $1,781 million. Management guided Q3 2026 revenue to $469–$479 million and full-year 2026 revenue to $2,078–$2,098 million, with adjusted EBITDA ranges of $55–$61 million for Q3 and $400–$415 million for the full year.
The Compensation Committee also modified March 2026 performance-vesting restricted stock units by lowering four stock-price VWAP hurdles (now spanning $25.70 to $46.55) for key executives, including 350,000 units held by the CEO. It approved additional July TVR Awards that vest pro rata based on 20-day VWAP milestones within the same price ranges through December 31, 2030 or a change in control.
Positive
- None.
Negative
- None.
Filing Explained
New and modified executive awards remain contingent on future stock-price milestones, continued employment, and a retention period; no completed vesting is disclosed.
Effective
The modified March awards cover Rohit Verma, Allison Bassiouni, and Donna Dorsey, while the July awards cover Verma, Stephen Lasher, and Dorsey.
Each July award has four stock-price tranches, with up to
Incremental vesting generally requires active employment through the calendar quarter's final day, and vested shares generally must be retained for twelve months after receipt.
The results release states that its historical share and per-share figures reflect the 1-for-20 reverse stock split effective
The next resolution point for the performance awards is the Company's quarterly certification of stock-price performance, subject to the continuing-employment condition.
8-K Event Classification
3 items: 2.02, 5.02, 9.01
3 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Q2 2026 Revenue: $511 million
Q2 2025 Revenue: $528 million
Q2 2026 Net income (loss) from continuing operations: $(10) million
+5 more
8 metrics
Q2 2026 Revenue
$511 million
Three months ended June 30, 2026
Q2 2025 Revenue
$528 million
Three months ended June 30, 2025
Q2 2026 Net income (loss) from continuing operations
$(10) million
Three months ended June 30, 2026
Q2 2026 Adjusted EBITDA from continuing operations
$92 million
Three months ended June 30, 2026
Free cash flow
$101 million
Six months ended June 30, 2026
Cash and cash equivalents
$215 million
As of June 30, 2026
Total debt
$1,996 million
As of June 30, 2026
Reverse stock split ratio
1-for-20
Reverse split of common and related stock effective June 30, 2026
Key Terms
volume-weighted average price, tax receivable agreement, non-GAAP financial measures, goodwill impairment
4 terms
volume-weighted average price financial
"when the <b>volume-weighted average price</b> per share exceeds the minimum target"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
tax receivable agreement financial
"change in fair value of <b>tax receivable agreement</b>"
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.
non-GAAP financial measures financial
"refers to certain <b>non-GAAP financial measures</b>"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
goodwill impairment financial
"$983 million non-cash <b>goodwill impairment</b> charge"
Goodwill impairment occurs when a company’s valued reputation or brand strength, known as goodwill, is found to be worth less than previously recorded on its financial statements. This usually happens when the company's performance declines or market conditions change, signaling that the expected benefits from acquisitions or brand value are no longer as strong. It matters to investors because it can indicate that a company's assets are less valuable than initially thought, potentially affecting its overall financial health.
Earnings Snapshot
Revenue: $511 million · Guidance included
Three months ended June 30, 2026
Revenue
$511 million
$(17) million vs Q2 2025
Net income (loss) from continuing operations
$(10) million
$1,063 million vs Q2 2025
Adjusted EBITDA from continuing operations
$92 million
$(35) million vs Q2 2025
Free cash flow from continuing operations
$101 million
$1 million vs first half 2025
Guidance
For Q3 2026, the company expects revenue of $469 million to $479 million and adjusted EBITDA of $55 million to $61 million; full-year 2026 guidance is revenue of $2,078 million to $2,098 million and adjusted EBITDA of $400 million to $415 million.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What were Alight (ALIT) key financial results for Q2 2026?
Alight reported Q2 2026 revenue of $511 million and a net loss from continuing operations of $10 million. Gross profit was $142 million, and adjusted EBITDA from continuing operations was $92 million, with recurring revenue representing 92.2% of total revenue.
How did Alight (ALIT) Q2 2026 performance compare with Q2 2025?
Q2 2026 revenue of $511 million declined from $528 million in Q2 2025. Net loss from continuing operations improved to $10 million from $1,073 million, mainly because 2025 included a $983 million non-cash goodwill impairment and other fair value remeasurements.
What 2026 revenue and adjusted EBITDA guidance did Alight (ALIT) provide?
For Q3 2026, Alight guided revenue to $469–$479 million and adjusted EBITDA to $55–$61 million. Full-year 2026 guidance calls for $2,078–$2,098 million of revenue and $400–$415 million of adjusted EBITDA from continuing operations.
What changes did Alight (ALIT) make to March 2026 executive stock awards?
The Compensation Committee lowered stock-price VWAP hurdles for March 2026 performance-vesting RSUs across four tranches, now ranging from $25.70 to $46.55. These changes affect awards held by CEO Rohit Verma and other named executive officers, while other terms remain unchanged.
What are the key terms of Alight (ALIT) July 2026 TVR Awards?
The July TVR Awards are performance-vesting RSUs that can vest through December 31, 2030 or a change in control. Vesting is tied to four 20-day VWAP tranches between $25.70 and $46.55, with up to 25% of each award earned at maximum achievement.
What is Alight (ALIT) cash and debt position as of June 30, 2026?
As of June 30, 2026, Alight held $215 million in cash and cash equivalents and total debt of $1,996 million, for net debt of $1,781 million. Year-to-date, cash from operations was $152 million and free cash flow was $101 million.
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): August 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 August 4, 2026, Alight, Inc. (“Alight” or the “Company”) issued a press release announcing its financial results for the second quarter ended June 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Modification of Equity Awards
Effective August 3, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of the Company approved the modification of performance-vesting restricted stock units issued to certain of the Company’s named executive officers and other key employees that were issued to such individuals on March 25, 2026 (the “March TVR Awards”) under the Company’s 2021 Omnibus Plan (the “Plan”). Specifically, the Committee modified the performance criteria to lower the per-share price hurdles under which such awards would become vested in order to more adequately motivate management to reach such price targets and to retain such key members of management.
The following table sets forth the terms of the awards prior to and after the Committee’s modification:
| Before Modification | After Modification | ||||||||||||||||
| Tranche | Percentage Earned at Maximum Achievement | Minimum Highest 20-day VWAP | Maximum Highest 20-day VWAP | Minimum Highest 20-day VWAP | Maximum Highest 20-day VWAP | ||||||||||||
| 1 | 25% | $30.00 | $45.00 | $25.70 | $30.00 | ||||||||||||
| 2 | 25% | $45.00 | $60.00 | $30.00 | $34.90 | ||||||||||||
| 3 | 25% | $60.00 | $75.00 | $34.90 | $40.40 | ||||||||||||
| 4 | 25% | $75.00 | $90.00 | $40.40 | $46.55 | ||||||||||||
These modifications impacted awards held by (a) Rohit Verma, the Company’s Chief Executive Officer, who holds 350,000 March TVR Awards, and (b) the following named executive officers of the Company: Allison P. Bassiouni, the Company’s Chief Delivery Officer, who holds 125,000 March TVR Awards, and Donna G. Dorsey, the Company’s Chief Human Resources Officer, who holds 62,500 March TVR Awards. Other than with respect to the changes highlighted above, the terms of the March TVR Awards remain unchanged. For a description of the key terms of the March TVR Awards, please refer to the description below. The March TVR Award agreement was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2026.
Approval of Equity Award Grants
Effective August 3, 2026, the Committee approved an additional grant of performance-vesting restricted stock units for the Company’s named executive officers (the “July TVR Awards”) and certain other key employees under the Plan. The Committee issued the July TVR Awards to further incentivize strong financial performance by the Company and determined the structure of such grants in consultation with its external, independent compensation consultant after benchmarking compensation to the Company’s peer group among other factors.
The Committee approved the following grants for the Company’s principal executive officer, principal financial officer and one of the Company’s named executive officers:
| Name | July TVR Awards | ||||
| Rohit Verma | 80,000 | ||||
| Stephen Lasher | 87,500 | ||||
| Donna Dorsey | 12,500 | ||||
The July TVR Awards are eligible to vest based on the achievement of certain stock price milestones before the earlier to occur of December 31, 2030 or a change in control (the “Measurement Period”). The stock price milestones allow a pro rata portion of the TVR Awards to vest on a linear basis within each vesting tranche as to up to 25% of the award when the volume-weighted average price per share (“VWAP”) of the Company’s Class A Common Stock, par value $0.0001 per share, for any twenty (20) consecutive trading day period exceeds the minimum target stock price for the indicated tranche. The Committee will certify the Company’s stock price performance after each calendar quarter to determine the shares to be awarded for the prior quarter’s performance. The stock price tranche target ranges are as follows:
| Tranche | Minimum Highest 20-day VWAP | Maximum Highest 20-day VWAP | Percentage Earned at Maximum Achievement | ||||||||
| 1 | $25.70 | $30.00 | 25% | ||||||||
| 2 | $30.00 | $34.90 | 25% | ||||||||
| 3 | $34.90 | $40.40 | 25% | ||||||||
| 4 | $40.40 | $46.55 | 25% | ||||||||
If the highest achieved 20-day VWAP in any calendar quarter falls between the stated minimum and maximum achievement levels for a particular vesting tranche, the executive will earn a pro-rata portion of that vesting tranche (to the extent not previously earned) and will remain eligible to vest into the remaining unearned portion of that vesting tranche and other vesting tranches in subsequent quarters based on future stock price performance. For example, if the VWAP Average for a 20 consecutive trading day period at the end of Q3 2026 is $27.85 (and did not exceed $25.70 in a prior calendar quarter), which is exactly halfway (or 50%) between the minimum and maximum highest 20-day VWAP of Tranche 1, the executive will vest into 12.5% of the executive’s TVR Award (50% of the 25% available in Tranche 1) based on the Q3 2026 performance, subject to also satisfying the continued employment vesting condition. The remaining 12.5% of the TVR Award available for the Tranche 1 VWAP price range (in addition to portions of the TVR Award covered by Tranches 2, 3 and 4) will then remain available for vesting in subsequent calendar quarters within the Measurement Period if the 20-day VWAP in such future quarter exceeds $27.85. Once shares are vested for a particular VWAP price threshold, additional TVR Award shares may only vest for achievement of higher VWAP levels in subsequent calendar quarters before the end of the Measurement Period.
An executive generally must remain actively employed through the last day of a calendar quarter in order to vest in any incremental portion of the TVR Award based on stock price performance within that calendar quarter, provided that in the event of an executive’s termination due to death or disability within a calendar quarter, the executive will remain eligible to vest in the incremental portion of the TVR Award that is earned for that calendar quarter based on actual stock price performance. Vested TVR Award shares generally must be retained by the executive for twelve months after the vested shares are received, subject to certain exceptions in the case of death, disability, estate planning transfers or a change in control.
The Measurement Period will end automatically upon the occurrence of a change in control, and the Company’s stock price achieved upon such change in control will be deemed to equal the 20-day VWAP for that calendar quarter if the change in control stock price exceeds the actual highest achieved 20-day VWAP for that calendar quarter.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
| 99.1 | Press Release of the Company dated as of August 4, 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: | August 4, 2026 | By: | /s/ Martin Felli | ||||||||
| Martin Felli, Chief Legal Officer and Corporate Secretary | |||||||||||
Exhibit 99.1
Alight Reports Second Quarter 2026 Results
– Revenue of $511 million –
– Year to date Cash From Operations of $152 million and Free Cash Flow of $101 million –
CHICAGO, IL – August 4, 2026 – Alight, Inc. (NYSE: ALIT), a leading benefits administration provider of health, wealth and leave solutions, today reported results for the second quarter ended June 30, 2026.
Rohit Verma, Chief Executive Officer of Alight, commented, “Our second quarter results once again exceeded expectations for both total revenue and adjusted EBITDA and our business remained highly cash generative. These results continue to give us a platform to build and execute our long-term strategy for profitable growth and strengthening our leadership position in the benefits market.
“During the quarter, we continued strengthening our management ranks, created significant market traction on modernization initiatives we have underway, and completed the important step of insourcing critical client service functions that had been outsourced. Our investment focus remained on leveraging AI to further improve user experience and service excellence, which we believe will ultimately drive client retention and growth.
“As we move through our operational transformation, we expect that the back half of the year will be impacted by the commercial execution experienced in 2025 and seasonally higher expenses in Q3. That said, our liquidity remains strong to support the continued implementation of our strategy to achieve long-term sustainable growth. We are encouraged by the early results from our enhanced customer engagement and account management efforts. These improvements are helping us build deeper, more strategic client partnerships that we believe will support stronger retention and contribute to future performance.”
Summary of Second Quarter 2026 Results
| Three Months Ended June 30, | |||||||||||||||||
| in millions | 2026 | 2025 | Change | ||||||||||||||
| Revenue | $ | 511 | $ | 528 | $ | (17) | |||||||||||
| Gross Profit | 142 | 176 | (34) | ||||||||||||||
| Adjusted Gross Profit | 176 | 205 | (29) | ||||||||||||||
| Net Income (Loss) | (10) | (1,073) | 1,063 | ||||||||||||||
| Adjusted EBITDA | 92 | 127 | (35) | ||||||||||||||
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 3.2% to $511 million, as compared to $528 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 92.2% of total revenue.
Gross profit was $142 million, or 27.8% of revenue, compared to $176 million, or 33.3% of revenue in the prior year. The decrease in gross profit was primarily attributable to lower revenues.
Selling, general and administrative expenses decreased by $21 million compared to the prior year, primarily due to lower severance and other restructuring costs.
1
Interest expense of $24 million increased $2 million from the prior year. The increase was due to higher interest expense net of swaps.
The Company’s loss from continuing operations before income tax was $19 million compared to a loss from continuing operations before income tax of $1,076 million in the prior year. The improvement was primarily attributable to the $983 million non-cash goodwill impairment in the prior year and the non-operating fair value remeasurements of the tax receivable agreement and financial instruments.
Balance Sheet Highlights
As of June 30, 2026, the Company’s cash and cash equivalents balance was $215 million, total debt was $1,996 million and total debt net of cash and cash equivalents was $1,781 million.
2026 Business Outlook
Third Quarter
•Revenues in the range of $469 million to $479 million
•Adjusted EBITDA in the range of $55 million to $61 million
Full Year
•Revenues in the range of $2,078 million to $2,098 million
•Adjusted EBITDA in the range of $400 million to $415 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 second quarter 2026 financial results is scheduled for today, August 4, 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
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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, strategy for profitable and long-term growth, our ability to improve the member experience and service excellence, client retention and growth, and outlook for Alight’s business, financial results, liquidity and capital resources, 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
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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.
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Condensed Consolidated Statements of Income (Loss)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions, except per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Revenue | $ | 511 | $ | 528 | $ | 1,045 | $ | 1,076 | |||||||||||||||
| Cost of services, exclusive of depreciation and amortization | 337 | 325 | 684 | 676 | |||||||||||||||||||
| Depreciation and amortization | 32 | 27 | 63 | 53 | |||||||||||||||||||
| Gross Profit | 142 | 176 | 298 | 347 | |||||||||||||||||||
| Operating Expenses | |||||||||||||||||||||||
| Selling, general and administrative | 109 | 130 | 214 | 234 | |||||||||||||||||||
| Depreciation and intangible amortization | 73 | 73 | 146 | 148 | |||||||||||||||||||
| Goodwill impairment | — | 983 | — | 983 | |||||||||||||||||||
| Total Operating expenses | 182 | 1,186 | 360 | 1,365 | |||||||||||||||||||
| Operating Income (Loss) From Continuing Operations | (40) | (1,010) | (62) | (1,018) | |||||||||||||||||||
| Other (Income) Expense | |||||||||||||||||||||||
| (Gain) Loss from change in fair value of financial instruments | — | 28 | — | 20 | |||||||||||||||||||
| (Gain) Loss from change in fair value of tax receivable agreement | (46) | 23 | (65) | 32 | |||||||||||||||||||
| Interest expense | 24 | 22 | 48 | 44 | |||||||||||||||||||
| Other (income) expense, net | 1 | (7) | — | (18) | |||||||||||||||||||
| Total Other (income) expense, net | (21) | 66 | (17) | 78 | |||||||||||||||||||
| Income (Loss) From Continuing Operations Before Taxes | (19) | (1,076) | (45) | (1,096) | |||||||||||||||||||
| Income tax expense (benefit) | (9) | (3) | (16) | (6) | |||||||||||||||||||
| Net Income (Loss) From Continuing Operations | (10) | (1,073) | (29) | (1,090) | |||||||||||||||||||
| Net Income (Loss) From Discontinued Operations, Net of Tax | — | (1) | — | (9) | |||||||||||||||||||
| Net Income (Loss) | (10) | (1,074) | (29) | (1,099) | |||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | — | (1) | — | (1) | |||||||||||||||||||
| Net Income (Loss) Attributable to Alight, Inc. | $ | (10) | $ | (1,073) | $ | (29) | $ | (1,098) | |||||||||||||||
| Earnings (Loss) Per Share | |||||||||||||||||||||||
| Basic and Diluted | |||||||||||||||||||||||
| Continuing operations | $ | (0.38) | $ | (40.57) | $ | (1.10) | $ | (41.06) | |||||||||||||||
| Discontinued operations | $ | — | $ | (0.04) | $ | — | $ | (0.34) | |||||||||||||||
| Net Income (Loss) | $ | (0.38) | $ | (40.61) | $ | (1.10) | $ | (41.40) | |||||||||||||||
5
Condensed Consolidated Balance Sheets
(Unaudited)
| June 30, 2026 | December 31, 2025 | ||||||||||
| (in millions, except par values) | |||||||||||
| Assets | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | 215 | $ | 273 | |||||||
| Receivables, net | 340 | 387 | |||||||||
| Other current assets | 185 | 234 | |||||||||
| Fiduciary assets | 233 | 248 | |||||||||
| Total Current Assets | 973 | 1,142 | |||||||||
| Goodwill | 83 | 83 | |||||||||
| Intangible assets, net | 2,433 | 2,573 | |||||||||
| Fixed assets, net | 355 | 378 | |||||||||
| Deferred tax assets, net | 32 | 15 | |||||||||
| Other assets | 392 | 377 | |||||||||
| Total Assets | $ | 4,268 | $ | 4,568 | |||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Liabilities | |||||||||||
| Current Liabilities | |||||||||||
| Accounts payable and accrued liabilities | $ | 225 | $ | 253 | |||||||
| Current portion of long-term debt, net | 20 | 20 | |||||||||
| Other current liabilities | 205 | 353 | |||||||||
| Fiduciary liabilities | 233 | 248 | |||||||||
| Total Current Liabilities | 683 | 874 | |||||||||
| Deferred tax liabilities | 15 | 14 | |||||||||
| Long-term debt, net | 1,976 | 1,985 | |||||||||
| Long-term tax receivable agreement | 443 | 508 | |||||||||
| Other liabilities | 125 | 141 | |||||||||
| Total Liabilities | $ | 3,242 | $ | 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 June 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 June 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 June 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 June 30, 2026 and December 31, 2025, respectively) | (284) | (284) | |||||||||
| Additional paid-in-capital | 5,076 | 5,065 | |||||||||
| Accumulated deficit | (3,786) | (3,757) | |||||||||
| Accumulated other comprehensive income | 18 | 20 | |||||||||
| Total Alight, Inc. Stockholders' Equity | $ | 1,024 | $ | 1,044 | |||||||
| Noncontrolling interest | 2 | 2 | |||||||||
| Total Stockholders' Equity | $ | 1,026 | $ | 1,046 | |||||||
| Total Liabilities and Stockholders' Equity | $ | 4,268 | $ | 4,568 | |||||||
6
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Operating activities: | |||||||||||
| Net Income (Loss) From Continuing Operations | $ | (29) | $ | (1,090) | |||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Depreciation | 69 | 60 | |||||||||
| Intangible asset amortization | 140 | 141 | |||||||||
| Noncash lease expense | 4 | 5 | |||||||||
| Financing fee and premium amortization | 1 | 1 | |||||||||
| Share-based compensation expense | 11 | 11 | |||||||||
| (Gain) loss from change in fair value of financial instruments | — | 20 | |||||||||
| (Gain) loss from change in fair value of tax receivable agreement | (65) | 32 | |||||||||
| Deferred tax expense (benefit) | (16) | (8) | |||||||||
| Goodwill impairment | — | 983 | |||||||||
| Other | 7 | 11 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | 47 | 60 | |||||||||
| Accounts payable and accrued liabilities | (28) | (76) | |||||||||
| Other assets and liabilities | 11 | 9 | |||||||||
| Cash provided by operating activities - continuing operations | 152 | 159 | |||||||||
| Cash provided by operating activities - discontinued operations | — | — | |||||||||
| Net cash provided by operating activities | $ | 152 | $ | 159 | |||||||
| Investing activities: | |||||||||||
| Capital expenditures | (51) | (57) | |||||||||
| Cash provided by (used in) investing activities - continuing operations | (51) | (57) | |||||||||
| Cash used in investing activities - discontinued operations | — | — | |||||||||
| Net cash provided by (used in) investing activities | $ | (51) | $ | (57) | |||||||
| Financing activities: | |||||||||||
| Dividend payments | (1) | (43) | |||||||||
| Net increase (decrease) in fiduciary liabilities | (15) | (24) | |||||||||
| Repayments to banks | (10) | (10) | |||||||||
| Principal payments on finance lease obligations | (9) | (12) | |||||||||
| Payments on tax receivable agreements | (136) | (100) | |||||||||
| Tax payment for shares/units withheld in lieu of taxes | (1) | (11) | |||||||||
| Repurchase of shares | — | (40) | |||||||||
| Other financing activities | (1) | (2) | |||||||||
| Cash used in financing activities - continuing operations | (173) | (242) | |||||||||
| Cash provided by (used in) financing activities - discontinued operations | — | — | |||||||||
| Net Cash provided by (used in) financing activities | $ | (173) | $ | (242) | |||||||
| 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) | (140) | |||||||||
| Cash, cash equivalents and restricted cash balances from: | |||||||||||
| Continuing operations - beginning of year | $ | 521 | $ | 582 | |||||||
| Continuing operations - end of period | $ | 448 | $ | 442 | |||||||
7
Reconciliation of Net Income (Loss) From Continuing Operations to Adjusted EBITDA from Continuing Operations (Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net Income (Loss) From Continuing Operations | $ | (10) | $ | (1,073) | $ | (29) | $ | (1,090) | |||||||||||||||
| Interest expense | 24 | 22 | 48 | 44 | |||||||||||||||||||
| Income tax expense (benefit) | (9) | (3) | (16) | (6) | |||||||||||||||||||
| Depreciation | 35 | 30 | 69 | 60 | |||||||||||||||||||
| Intangible amortization | 70 | 70 | 140 | 141 | |||||||||||||||||||
| EBITDA From Continuing Operations | 110 | (954) | 212 | (851) | |||||||||||||||||||
| Share-based compensation | 7 | 5 | 11 | 11 | |||||||||||||||||||
Transaction and integration expenses (1) | 3 | 5 | 7 | 8 | |||||||||||||||||||
| Restructuring | 16 | 36 | 28 | 40 | |||||||||||||||||||
| (Gain) Loss from change in fair value of financial instruments | — | 28 | — | 20 | |||||||||||||||||||
| (Gain) Loss from change in fair value of tax receivable agreement | (46) | 23 | (65) | 32 | |||||||||||||||||||
Goodwill impairment and other (2) | 2 | 984 | 3 | 985 | |||||||||||||||||||
Adjusted EBITDA From Continuing Operations (3) | $ | 92 | $ | 127 | $ | 196 | $ | 245 | |||||||||||||||
| Revenue | $ | 511 | $ | 528 | $ | 1,045 | $ | 1,076 | |||||||||||||||
Adjusted EBITDA Margin From Continuing Operations (4) | 18.0 | % | 24.1 | % | 18.8 | % | 22.8 | % | |||||||||||||||
(1)Transaction and integration expenses primarily relate to acquisition and divestiture activities.
(2)Goodwill and other primarily includes a $983 million non-cash goodwill impairment charge for the three and six months ended June 30, 2025 related to the Company's Health Solutions reporting unit.
(3)Adjusted EBITDA excludes the impact of discontinued operations.
(4)Adjusted EBITDA Margin From Continuing Operations is defined as Adjusted EBITDA From Continuing Operations as a percentage of revenue.
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 June 30, | Six Months Ended June 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) | $ | (10) | $ | (1,072) | $ | (29) | $ | (1,089) | |||||||||||||||
| Conversion of noncontrolling interest | — | (1) | — | (1) | |||||||||||||||||||
| Intangible amortization | 70 | 70 | 140 | 141 | |||||||||||||||||||
| Share-based compensation | 7 | 5 | 11 | 11 | |||||||||||||||||||
Transaction and integration expenses (2) | 3 | 5 | 7 | 8 | |||||||||||||||||||
| Restructuring | 16 | 36 | 28 | 40 | |||||||||||||||||||
| (Gain) Loss from change in fair value of financial instruments | — | 28 | — | 20 | |||||||||||||||||||
| (Gain) Loss from change in fair value of tax receivable agreement | (46) | 23 | (65) | 32 | |||||||||||||||||||
Goodwill impairment and other (3) | 2 | 984 | 3 | 985 | |||||||||||||||||||
Tax effect of adjustments (4) | (16) | (22) | (34) | (39) | |||||||||||||||||||
| Adjusted Net Income From Continuing Operations | $ | 26 | $ | 56 | $ | 61 | $ | 108 | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average shares outstanding - basic | 26,351,020 | 26,423,496 | 26,294,427 | 26,518,940 | |||||||||||||||||||
| Dilutive effect of the exchange of noncontrolling interest units | — | — | — | — | |||||||||||||||||||
| Dilutive effect of RSUs | — | — | — | — | |||||||||||||||||||
| Weighted average shares outstanding - diluted | 26,351,020 | 26,423,496 | 26,294,427 | 26,518,940 | |||||||||||||||||||
Exchange of noncontrolling interest units(5) | 24,217 | 25,505 | 24,217 | 25,505 | |||||||||||||||||||
Impact of unvested RSUs(6) | 2,146,325 | 370,259 | 2,146,325 | 370,259 | |||||||||||||||||||
Adjusted shares of Class A Common Stock outstanding - diluted(7)(8) | 28,521,562 | 26,819,260 | 28,464,969 | 26,914,704 | |||||||||||||||||||
| Basic (Net Loss) Earnings Per Share From Continuing Operations | $ | (0.38) | $ | (40.57) | $ | (1.10) | $ | (41.06) | |||||||||||||||
| Diluted (Net Loss) Earnings Per Share From Continuing Operations | $ | (0.38) | $ | (40.57) | $ | (1.10) | $ | (41.06) | |||||||||||||||
| Adjusted Diluted Earnings Per Share From Continuing Operations | $ | 0.91 | $ | 2.09 | $ | 2.14 | $ | 4.01 | |||||||||||||||
(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 a $983 million non-cash goodwill impairment charge for the three and six months ended June 30, 2025 related to the Company's Health Solutions reporting unit.
(4)Income tax effects have been calculated based on 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 >$300.00 for any 20 trading days within a consecutive period of 30 trading days. Both tranches have a seven-year duration.
(8)Excludes approximately 1.9 million and 0.3 million performance-based units, which represents the gross number of shares expected to vest based on achievement of performance and market conditions as of June 30, 2026 and 2025, respectively.
9
Gross Profit to Adjusted Gross Profit Reconciliation
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Gross Profit | $ | 142 | $ | 176 | $ | 298 | $ | 347 | |||||||||||||||
| Add: stock-based compensation | 2 | 2 | 4 | 5 | |||||||||||||||||||
| Add: depreciation and amortization | 32 | 27 | 63 | 53 | |||||||||||||||||||
| Adjusted Gross Profit | $ | 176 | $ | 205 | $ | 365 | $ | 405 | |||||||||||||||
| Gross Profit Margin | 27.8 | % | 33.3 | % | 28.5 | % | 32.2 | % | |||||||||||||||
| Adjusted Gross Profit Margin | 34.4 | % | 38.8 | % | 34.9 | % | 37.6 | % | |||||||||||||||
Free Cash Flow Reconciliation
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| ($ in millions) | 2026 | 2025 | |||||||||
| Non-GAAP free cash flow reconciliation: | |||||||||||
| Cash provided by operating activities - continuing operations | $ | 152 | $ | 159 | |||||||
| Capital expenditures | (51) | (57) | |||||||||
| Non-GAAP free cash flow | $ | 101 | $ | 102 | |||||||
Other Select Financial Data
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Revenue Disaggregation | |||||||||||||||||||||||
| Recurring | $ | 471 | $ | 492 | $ | 969 | $ | 1,012 | |||||||||||||||
| Project | 40 | 36 | 76 | 64 | |||||||||||||||||||
| Total revenue | $ | 511 | $ | 528 | $ | 1,045 | $ | 1,076 | |||||||||||||||
| Gross Profit | |||||||||||||||||||||||
| Total gross profit | $ | 142 | $ | 176 | $ | 298 | $ | 347 | |||||||||||||||
| Total gross margin | 27.8 | % | 33.3 | % | 28.5 | % | 32.2 | % | |||||||||||||||
| Adjusted Gross Profit | |||||||||||||||||||||||
| Total adjusted gross profit | $ | 176 | $ | 205 | $ | 365 | $ | 405 | |||||||||||||||
| Total adjusted gross margin percent | 34.4 | % | 38.8 | % | 34.9 | % | 37.6 | % | |||||||||||||||
| Adjusted EBITDA From Continuing Operations | |||||||||||||||||||||||
| Adjusted EBITDA From Continuing Operations | $ | 92 | $ | 127 | $ | 196 | $ | 245 | |||||||||||||||
| Adjusted EBITDA Margin From Continuing Operations | 18.0 | % | 24.1 | % | 18.8 | % | 22.8 | % | |||||||||||||||
| Free Cash Flow | |||||||||||||||||||||||
| Free Cash Flow From Continuing Operations | $ | 101 | $ | 102 | |||||||||||||||||||
10