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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 2, 2026
FactSet Research
Systems Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
1-11869 |
13-3362547 |
(State or other jurisdiction of
incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
45 Glover
Avenue
Norwalk, Connecticut 06850
(Address of principal executive offices) (Zip code)
Registrant’s
telephone number, including area code: (203) 810-1000
Former name
or former address, if changed since last report: None
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:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
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 Symbols(s) |
Name of each exchange on which registered |
| Common Stock, $0.01 Par Value |
FDS |
New York Stock Exchange LLC |
| |
|
The Nasdaq Stock Market |
Indicate by check mark whether the registrant
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 ☐
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. ☐
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Departure of Helen Shan as Chief Financial
Officer
On April 8, 2026, FactSet Research Systems Inc.
(the “Company”) announced that, effective April 13, 2026, Helen Shan, the Chief Financial Officer of the Company (“CFO”),
will transition out of her position as CFO and will become eligible to receive severance benefits upon her termination of employment in
accordance with the Company’s Executive Severance Plan and Ms. Shan’s equity letter agreement with the Company (a form of
which is attached as Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ending August 31, 2025). Ms. Shan is
expected to remain employed with the Company for a transitional period, during which she will be eligible to receive a base salary, FY
2026 bonus and employee benefits, but will not be eligible for any new incentive awards or any FY 2027 bonus.
Ms. Shan’s eligibility to receive the severance
and transition benefits described above is subject to her execution of a separation agreement, a copy of which is expected to be filed
with the Company’s Quarterly Report on Form 10-Q for the quarter ending May 31, 2026.
Appointment of Joshua Warren as Chief Financial
Officer
On April 8, 2026, the Company announced that the
board of directors of the Company appointed Joshua Warren as its CFO. Mr. Warren will commence employment with the Company on April 13,
2026 (the “Start Date”).
Mr. Warren, age 46, has served as the Chief Financial
Officer of Envestnet, Inc. from 2023 to 2025. Previously, he served as the Managing Director and Global Head of Business Strategy for
iShares and Index Investments for BlackRock, Inc. (“BlackRock”) from 2021 to 2023, and prior to that, he was the Managing
Director in BlackRock’s Corporate Strategy and Development team. Prior to joining BlackRock in 2015, Mr. Warren’s experience
included roles at Barclays Capital Inc.; Foros Group; the United States Department of the Treasury; and Skadden, Arps, Slate, Meagher
& Flom LLP. Mr. Warren holds a Juris Doctor from the New York University School of Law and a Bachelor of Arts in Philosophy and History
from Dartmouth College.
In connection with his appointment, Mr. Warren
and the Company entered into an employment agreement, dated April 2, 2026 (the “Employment Agreement”). Pursuant to the Employment
Agreement, Mr. Warren will be paid an annual base salary of $500,000, and he will be eligible to receive an annual target cash bonus equal
to 110% of his base salary, with any annual cash bonus for fiscal year 2026 pro-rated from the Start Date. Beginning with fiscal year
2027, Mr. Warren will be eligible to receive an annual equity award with a target grant date value of $2,250,000. As soon as administratively
practicable after the Start Date, Mr. Warren will receive a one-time, new-hire equity grant with a grant date value of $1,500,000 (the
“New Hire Award”), of which (i) $750,000 will be granted as non-qualified stock options, (ii) $500,000 will be granted as
restricted stock units (“RSUs”), and (iii) $250,000 in cash. The portion of the New Hire Award that consists of stock options
and RSUs will vest 50% on each of the third and fourth anniversaries of the grant date, subject to continued service. The portion of the
New Hire Award that consists of cash will be paid within 30 days of the Start Date, and will be repayable in full by Mr. Warren on a gross
basis if he resigns or if his employment is terminated by the Company for Cause (as defined in the Executive Severance Plan), in each
case, prior to the first anniversary of the Start Date.
The Employment Agreement provides that Mr. Warren
will be entitled to participate in the Company’s Executive Severance Plan and, promptly after the Start Date, will receive and become
a party to an equity letter agreement substantially in the form attached as Exhibit 10.8 to the Company’s Annual Report on Form
10-K for the year ending August 31, 2025.
The foregoing summary of the Employment Agreement
does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the Employment Agreement,
a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending May 31, 2026, and the terms
of which are incorporated herein by reference.
There are no family relationships, as defined
in Item 401 of Regulation S-K, between Mr. Warren and any of the Company’s executive officers, directors or persons nominated or
chosen to become a director or executive officer. Mr. Warren has not engaged in any transaction with the Company during the last fiscal
year, and does not propose to engage in any transaction, that would be reportable under Item 404(a) of Regulation S-K.
A copy of the press release announcing Ms. Shan’s
transition and Mr. Warren’s appointment is included as an exhibit to this report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release |
| 104 |
|
Cover page Interactive Data File (formatted as Inline XBRL) |
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.
| |
FACTSET RESEARCH SYSTEMS INC.
(Registrant) |
| |
|
|
| April 8, 2026 |
By: |
/s/ Christopher McLoughlin |
| |
|
Christopher McLoughlin
Chief Legal Officer and Corporate Secretary |
Exhibit 99.1
FactSet Announces Chief Financial Officer Transition
NORWALK, Conn., April 8, 2026 -- FactSet (NYSE:FDS | NASDAQ:FDS), a
global financial digital platform and enterprise solutions provider, today announced that Joshua B. Warren has been appointed Chief Financial
Officer, effective April 13, 2026. He will succeed Helen Shan, who is transitioning from her position.
Josh Warren is a seasoned financial and strategic leader with deep experience
across asset management, financial technology and capital markets. Warren most recently served as Chief Financial Officer of Envestnet,
where he led a comprehensive transformation of the company’s finance and operating functions, strengthened performance management
and investor engagement, delivering significant shareholder value. Previously, he served as Global Head of Business Strategy for iShares
and Index Investments at BlackRock, and prior to that, he was the Managing Director in BlackRock’s Corporate Strategy and Development
team. Warren also held roles at Barclays Capital; Foros Group; the United States Department of the Treasury; and Skadden, Arps, Slate,
Meagher & Flom LLP. Warren holds a J.D. from the New York University School of Law and a B.A. from Dartmouth College.
“We are excited to welcome Josh as FactSet’s next CFO,”
said Sanoke Viswanathan, Chief Executive Officer of FactSet. “Josh brings a rare combination of strategic perspective, financial
discipline, and operational execution. He has a proven ability to lead through complexity, accelerate performance, and drive meaningful
value creation. His experience across asset management and financial technology, along with his track record of delivering results, makes
him exceptionally well positioned to help us execute our strategy and deliver for our clients and shareholders.”
“As FactSet and its clients embark on a new chapter at the intersection
of data, technology, and AI, the fundamentals are already strong. The company has spent years building trusted data and relationships,
and I am excited to work with the team to build on that foundation to accelerate growth and drive results for all our stakeholders,”
said Warren.
Viswanathan continued, “On behalf of our entire team, I want to
thank Helen for her partnership and significant contributions to FactSet. Over the past several months, Helen has played an
important role in ensuring continuity and supporting a smooth transition following my joining the company. She has been an integral
member of our executive team, helping position FactSet as an industry leader. As CFO, she advanced the company’s financial processes
and infrastructure, including disciplined value-based pricing and the transformation of financial systems, and we are well placed to
build on that progress as we move forward.”
“It has been a privilege to have served as both Chief
Financial Officer and Chief Revenue Officer at FactSet. I am proud of what we have accomplished and have
full confidence in the team. I look forward to enabling a smooth transition to Josh”, said Helen Shan.
Shan’s departure is not the result of any disagreement with the
company regarding its accounting practices, financial statements or financial condition, or any of the company's related disclosures.
About FactSet
FactSet (NYSE:FDS | NASDAQ:FDS) supercharges financial
intelligence, offering enterprise data and information solutions that power our clients to maximize their potential. Our cutting-edge
digital platform seamlessly integrates proprietary financial data, client datasets, third-party sources, and flexible technology to deliver
tailored solutions across the buy-side, sell-side, wealth management, private equity, and corporate sectors. With over 47 years of expertise,
offices in 19 countries, and extensive multi-asset class coverage, we leverage advanced data connectivity alongside AI and next-generation
tools to streamline workflows, drive productivity, and enable smarter, faster decision-making. Serving more than 9,000 global clients
and over 240,000 individual users, FactSet is a member of the S&P 500 dedicated to innovation and long-term client success. Learn
more at www.factset.com and follow us on X and LinkedIn.
Forward-Looking Statements
This press release contains forward-looking statements
based on management's current expectations, estimates, forecasts and projections about future events, trends, contingencies, and circumstances,
industries in which FactSet operates and the beliefs and assumptions of management. All statements that address expectations, guidance,
outlook or projections about the future, including statements about the Company's strategy, product development, revenues, future financial
results, anticipated growth, market position, subscriptions, expected expenditures or investments, trends in FactSet’s business
and financial results, are forward-looking statements. Forward-looking statements may be identified by words like "may," "might,"
"will," "should," "expects," "plans," "anticipates," "believes," "estimates,"
"intends," "projects," "indicates," "predicts," "potential," or "continue,"
the negative of those terms, and similar expressions. Forward-looking statements are not guarantees of future performance, outcomes, events,
or actions and involve a number of known and unknown risks, uncertainties, and assumptions. Many factors, including those discussed more
fully elsewhere in this release and in FactSet's filings with the Securities and Exchange Commission, particularly its latest annual report
on Form 10-K, including Item 1A, Risk Factors, and quarterly reports on Form 10-Q, as well as others, could cause results, performance,
achievements, or activities to differ materially from those expressed or implied by the forward-looking statements. Accordingly, the Company
cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. FactSet
assumes no duty to and does not undertake to update or revise any forward-looking statement to reflect events or circumstances arising
after the date on which it is made, except as required by applicable law. Future results could differ materially from historical performance.
Investor Relations:
Kevin Toomey
+1.212.209.5259
kevin.toomey@factset.com
Media Relations:
Vested
factset@fullyvested.com
+1-917-291-2366
###
