filings.toolsItem 1. FINANCIAL STATEMENTS
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Item 1. FINANCIAL STATEMENTS
FactSet Research Systems Inc.
Consolidated Statements of Income – Unaudited
| Three Months Ended | ||||||||||||||
| November 30, | ||||||||||||||
| (in thousands, except per share data) | 2025 | 2024 | ||||||||||||
| Revenues | $ | 607,621 | $ | 568,667 | ||||||||||
| Operating expenses | ||||||||||||||
| Cost of services | 287,916 | 258,779 | ||||||||||||
| Selling, general and administrative | 127,634 | 118,553 | ||||||||||||
| Total operating expenses | 415,550 | 377,332 | ||||||||||||
| Operating income | 192,071 | 191,335 | ||||||||||||
| Other income (expense), net | ||||||||||||||
| Interest income | 1,089 | 2,701 | ||||||||||||
| Interest expense | (13,385) | (14,400) | ||||||||||||
| Other income (expense), net | 10,338 | 103 | ||||||||||||
| Total other income (expense), net | (1,958) | (11,596) | ||||||||||||
| Income before income taxes | 190,113 | 179,739 | ||||||||||||
| Provision for income taxes | 37,533 | 29,717 | ||||||||||||
| Net income | $ | 152,580 | $ | 150,022 | ||||||||||
| Basic earnings per common share | $ | 4.08 | $ | 3.95 | ||||||||||
| Diluted earnings per common share | $ | 4.06 | $ | 3.89 | ||||||||||
| Basic weighted average common shares | 37,409 | 38,005 | ||||||||||||
| Diluted weighted average common shares | 37,615 | 38,517 | ||||||||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
FactSet Research Systems Inc.
Consolidated Statements of Comprehensive Income – Unaudited
| Three Months Ended | ||||||||||||||
| November 30, | ||||||||||||||
| (in thousands) | 2025 | 2024 | ||||||||||||
| Net income | $ | 152,580 | $ | 150,022 | ||||||||||
| Other comprehensive income (loss), net of tax | ||||||||||||||
| Net unrealized gain (loss) on cash flow hedges(1) | (2,889) | (3,189) | ||||||||||||
| Foreign currency translation adjustment gains (losses) | (7,390) | (17,619) | ||||||||||||
| Other comprehensive income (loss) | (10,279) | (20,808) | ||||||||||||
| Comprehensive income | $ | 142,301 | $ | 129,214 |
(1) Presented net of a tax benefit of $1,026 thousand and $1,105 thousand for the three months ended November 30, 2025 and November 30, 2024, respectively.
The accompanying notes are an integral part of these Consolidated Financial Statements.
FactSet Research Systems Inc.
Consolidated Balance Sheets – Unaudited
| (in thousands, except share data) | November 30, 2025 | August 31, 2025 | ||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | 275,448 | $ | 337,651 | ||||
| Investments | 17,233 | 17,445 | ||||||
| Accounts receivable, net of reserves of $13,308 at November 30, 2025 and $13,789 at August 31, 2025 | 289,000 | 270,684 | ||||||
| Prepaid taxes | 26,040 | 33,600 | ||||||
| Prepaid expenses and other current assets | 100,851 | 70,379 | ||||||
| Total current assets | 708,572 | 729,759 | ||||||
| Property, equipment and leasehold improvements, net | 84,964 | 85,203 | ||||||
| Goodwill | 1,279,593 | 1,284,708 | ||||||
| Intangible assets, net | 1,899,838 | 1,916,102 | ||||||
| Deferred tax assets | 59,533 | 61,226 | ||||||
| Lease right-of-use assets, net | 125,603 | 121,776 | ||||||
| Other assets | 62,681 | 105,498 | ||||||
| TOTAL ASSETS | $ | 4,220,784 | $ | 4,304,272 | ||||
| LIABILITIES | ||||||||
| Accounts payable and accrued expenses | $ | 149,277 | $ | 135,262 | ||||
| Current lease liabilities | 32,609 | 33,145 | ||||||
| Accrued compensation | 59,627 | 130,596 | ||||||
| Deferred revenues | 162,586 | 167,852 | ||||||
| Current taxes payable | 13,704 | 13,041 | ||||||
| Dividends payable | 40,969 | 41,410 | ||||||
| Total current liabilities | 458,772 | 521,306 | ||||||
| Long-term debt | 1,368,738 | 1,368,260 | ||||||
| Deferred tax liabilities | 15,125 | 14,902 | ||||||
| Taxes payable | 44,513 | 45,095 | ||||||
| Long-term lease liabilities | 158,687 | 157,104 | ||||||
| Other liabilities | 7,065 | 11,192 | ||||||
| TOTAL LIABILITIES | $ | 2,052,900 | $ | 2,117,859 | ||||
| Commitments and contingencies (see Note 11) | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued | $ | — | $ | — | ||||
| Common stock, $0.01 par value; 150,000,000 shares authorized; 43,110,694 and 43,013,266 shares issued; 37,243,824 and 37,645,870 shares outstanding at November 30, 2025 and August 31, 2025, respectively | 431 | 430 | ||||||
| Additional paid-in capital | 1,648,754 | 1,621,753 | ||||||
| Treasury stock, at cost: 5,866,870 and 5,367,396 shares at November 30, 2025 and August 31, 2025, respectively | (1,842,292) | (1,695,429) | ||||||
| Retained earnings | 2,435,018 | 2,323,407 | ||||||
| Accumulated other comprehensive loss | (74,027) | (63,748) | ||||||
| TOTAL STOCKHOLDERS’ EQUITY | $ | 2,167,884 | $ | 2,186,413 | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 4,220,784 | $ | 4,304,272 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
FactSet Research Systems Inc.
Consolidated Statements of Cash Flows – Unaudited
| Three Months Ended | ||||||||
| November 30, | ||||||||
| (in thousands) | 2025 | 2024 | ||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income | $ | 152,580 | $ | 150,022 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||||
| Depreciation and amortization | 44,148 | 35,717 | ||||||
| Amortization of lease right-of-use assets | 7,997 | 7,572 | ||||||
| Stock-based compensation expense | 18,457 | 13,592 | ||||||
| Deferred income taxes | 3,039 | 21,943 | ||||||
| Other, net | (5,894) | 890 | ||||||
| Changes in assets and liabilities, net of effects of acquisitions | ||||||||
| Accounts receivable | (19,232) | (23,377) | ||||||
| Prepaid expenses and other assets | (23,113) | (5,697) | ||||||
| Accounts payable and accrued expenses | 22,225 | (38,793) | ||||||
| Accrued compensation | (70,313) | (40,663) | ||||||
| Deferred revenues | (5,793) | (7,269) | ||||||
| Taxes payable, net of prepaid taxes | 7,712 | (17,806) | ||||||
| Lease liabilities, net | (10,529) | (9,759) | ||||||
| Net cash provided by operating activities | 121,284 | 86,372 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchases of property, equipment, leasehold improvements and capitalized internal-use software | (30,847) | (25,874) | ||||||
| Acquisition of businesses, net of cash and cash equivalents acquired | — | (115,199) | ||||||
| Purchases of investments | (875) | (3,987) | ||||||
| Proceeds from maturity or sale of investments | 36,050 | — | ||||||
| Net cash provided by (used in) investing activities | 4,328 | (145,060) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from debt | — | 55,000 | ||||||
| Repayments of debt | — | (62,500) | ||||||
| Dividend payments | (41,411) | (39,246) | ||||||
| Proceeds from employee stock plans | 8,545 | 38,850 | ||||||
| Repurchases of common stock | (139,899) | (48,790) | ||||||
| Deferred acquisition consideration | (12,052) | — | ||||||
| Other financing activities | (5,695) | (13,385) | ||||||
| Net cash provided by (used in) financing activities | (190,512) | (70,071) | ||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (2,273) | (5,052) | ||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | (67,173) | (133,811) | ||||||
| Cash, cash equivalents and restricted cash at beginning of period | 351,695 | 422,979 | ||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 284,522 | $ | 289,168 | ||||
| Reconciliation of total cash, cash equivalents and restricted cash: | ||||||||
| Cash and cash equivalents | $ | 275,448 | $ | 289,168 | ||||
| Restricted cash included in Prepaid expenses and other current assets | 5,139 | — | ||||||
| Restricted cash included in Other assets | 3,935 | — | ||||||
| Total cash, cash equivalents and restricted cash | $ | 284,522 | $ | 289,168 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
FactSet Research Systems Inc.
Consolidated Statements of Changes in Stockholders’ Equity**- Unaudited**
For the Three Months Ended November 30, 2025
| (in thousands, except share data) | Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | ||||||||||||||||||||
| Shares | Par Value | Shares | Amount | |||||||||||||||||||||||
| Balance as of August 31, 2025 | 43,013,266 | $ | 430 | $ | 1,621,753 | 5,367,396 | $ | (1,695,429) | $ | 2,323,407 | $ | (63,748) | $ | 2,186,413 | ||||||||||||
| Net income | — | — | — | — | — | 152,580 | — | 152,580 | ||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | — | (10,279) | (10,279) | ||||||||||||||||||
| Common stock issued for employee stock plans | 40,991 | — | 8,545 | — | — | — | — | 8,545 | ||||||||||||||||||
| Vesting of restricted stock | 56,437 | 1 | (1) | 21,374 | (5,695) | — | — | (5,695) | ||||||||||||||||||
| Excise tax on share repurchases | — | — | — | — | (1,269) | — | — | (1,269) | ||||||||||||||||||
| Repurchases of common stock | — | — | — | 478,100 | (139,899) | — | — | (139,899) | ||||||||||||||||||
| Stock-based compensation expense | — | — | 18,457 | — | — | — | — | 18,457 | ||||||||||||||||||
| Dividends declared | — | — | — | — | — | (40,969) | — | (40,969) | ||||||||||||||||||
| Balance as of November 30, 2025 | 43,110,694 | $ | 431 | $ | 1,648,754 | 5,866,870 | $ | (1,842,292) | $ | 2,435,018 | $ | (74,027) | $ | 2,167,884 | ||||||||||||
FactSet Research Systems Inc.
Consolidated Statements of Changes in Stockholders’ Equity**- Unaudited**
For the Three Months Ended November 30, 2024
| (in thousands, except share data) | Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | ||||||||||||||||||||
| Shares | Par Value | Shares | Amount | |||||||||||||||||||||||
| Balance as of August 31, 2024 | 42,598,915 | $ | 426 | $ | 1,478,839 | 4,646,645 | $ | (1,375,696) | $ | 1,888,504 | $ | (79,613) | $ | 1,912,460 | ||||||||||||
| Net income | — | — | — | — | — | 150,022 | — | 150,022 | ||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | — | (20,808) | (20,808) | ||||||||||||||||||
| Common stock issued for employee stock plans | 161,097 | 1 | 38,848 | — | (170) | — | — | 38,679 | ||||||||||||||||||
| Vesting of restricted stock | 70,012 | 1 | (1) | 29,093 | (13,215) | — | — | (13,215) | ||||||||||||||||||
| Excise tax on share repurchases | — | — | — | — | (807) | — | — | (807) | ||||||||||||||||||
| Repurchases of common stock | — | — | — | 104,475 | (48,790) | — | — | (48,790) | ||||||||||||||||||
| Stock-based compensation expense | — | — | 13,592 | — | — | — | — | 13,592 | ||||||||||||||||||
| Dividends declared | — | — | — | — | — | (39,572) | — | (39,572) | ||||||||||||||||||
| Balance as of November 30, 2024 | 42,830,024 | $ | 428 | $ | 1,531,278 | 4,780,213 | $ | (1,438,678) | $ | 1,998,954 | $ | (100,421) | $ | 1,991,561 | ||||||||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FactSet Research Systems Inc.
November 30, 2025
(Unaudited)
1. DESCRIPTION OF BUSINESS
FactSet Research Systems Inc. and its wholly-owned subsidiaries ("we," "our," "us," the "Company" or "FactSet") is a global financial digital platform and enterprise solutions provider with open and flexible technologies that deliver financial intelligence to investment professionals worldwide.
Our platform delivers expansive data, sophisticated analytics, and flexible, artificial intelligence ("AI")-powered technologies used by global financial professionals to power their critical investment workflows. As of November 30, 2025, we had more than 9,000 clients comprised of over 239,000 investment professionals, including institutional asset managers, bankers, wealth managers, asset owners, hedge funds, corporate users, and private equity and venture capital professionals. Our revenues are primarily derived from subscriptions to our multi-asset class data and solutions powered by our connected data and technology platform. Our products and services include workstations, portfolio analytics and enterprise data solutions. We also offer managed services that operate as an extension of our clients' internal teams to support data, performance, risk and reporting workflows.
We drive our business based on a detailed understanding of our clients' workflows, which helps us to solve their most complex challenges. We provide financial data and market intelligence on securities, companies, industries and people to enable our clients to research investment ideas and analyze, monitor and manage their portfolios. Our solutions span the investment lifecycle of investment research, portfolio construction and analysis, trade execution, performance measurement, risk management and reporting. We provide open and flexible technology offerings, including a configurable desktop and mobile platform, comprehensive data feeds, cloud-based digital solutions and application programming interfaces ("APIs"). AI is embedded across these offerings to enhance data discovery, automate routine workflows and improve the speed and accuracy of client insights. The CUSIP Global Services ("CGS") business supports security master files relied on by the investment industry for critical front, middle and back-office functions. All of our platforms and solutions are supported by our client service team.
We operate our business through three reportable segments ("segments"): the Americas, EMEA and Asia Pacific. Refer to Note 15, Segment Information for further discussion on our segments. Within each segment, we offer data, products and analytical applications by firm type: Institutional Buyside, Dealmakers, Wealth, and Market Infrastructure. In fiscal 2026, we renamed "Partnerships and CGS" to "Market Infrastructure".
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
We conduct business globally and manage our business on a geographic basis. The accompanying unaudited Consolidated Financial Statements and Notes to the Consolidated Financial Statements included in this Quarterly Report on Form 10-Q are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by GAAP for annual financial statements. As such, the information in this Quarterly Report on Form 10-Q should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2025. The accompanying unaudited Consolidated Financial Statements include our accounts and those of our wholly-owned subsidiaries; all intercompany activity and balances have been eliminated.
In the opinion of management, the accompanying unaudited Consolidated Financial Statements include all normal recurring adjustments, transactions or events discretely impacting the interim periods considered necessary to present fairly our results of operations, financial position, cash flows and equity.
Reclassifications
As of November 30, 2025, Deferred revenues, non-current were included within Other liabilities in the Consolidated Balance Sheets. We conformed the comparative prior year figures to the current year presentation.
Use of Estimates
The preparation of our Consolidated Financial Statements and related disclosures in conformity with GAAP required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. Significant estimation may be involved in the accounting for income taxes, stock-based compensation, goodwill, business combinations, property, equipment and leasehold improvements ("PPE"), intangible assets and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of our assets and liabilities. Actual results could differ materially from those estimates.
Concentrations of Credit Risk
Credit risk arises from the potential nonperformance by counterparties to fulfill their financial obligations. Our financial instruments that potentially subject us to concentrations of credit risk consist primarily of our cash, cash equivalents, restricted cash, investments in mutual funds, accounts receivable and derivative instruments. The maximum credit exposure of our cash, cash equivalents, restricted cash, investments in mutual funds and accounts receivable is their carrying values as of the balance sheet date. The maximum credit exposure related to our derivative instruments is based upon their respective gross fair values as of the balance sheet date.
Cash, Cash Equivalents, Restricted Cash and Investments
We are exposed to credit risk on our cash, cash equivalents, restricted cash and investments in mutual funds in the event of default by the financial and governmental institutions with which we transact. We invest in a manner that aligns with our restrictive cash investment practices, preserves capital and provides liquidity, while minimizing our exposure to credit risk. We limit our exposure to credit loss by investing with multiple financial and governmental institutions that we believe are high-quality and credit-worthy. We have not experienced any credit losses relating to our cash, cash equivalents, restricted cash and investments in mutual funds.
Accounts Receivable
Our accounts receivable credit risk is dependent upon the financial stability of our individual clients. As of November 30, 2025, our accounts receivable reserve was $13.3 million. We do not require collateral from our clients; however, no single client represented more than 3.5% of our total revenues for the three months ended November 30, 2025. Due to our large and geographically dispersed client base, our concentration of credit risk related to our accounts receivable is generally limited.
Derivative Instruments
Our use of derivative instruments exposes us to credit risk to the extent counterparties may be unable to meet the terms of their agreements. To mitigate credit risk, we limit counterparties to financial institutions we believe are credit-worthy and use several institutions to reduce concentration risk. We do not expect any losses as a result of default by our counterparties.
Concentrations of Data Providers
We integrate data from various third-party sources into our hosted proprietary data and analytics platform. As certain data sources have a limited number of suppliers, we make every effort to assure that, where reasonable, alternative sources are available. We are not dependent on any individual third-party data supplier to meet the needs of our clients, with one data supplier representing more than 10% of our total data costs for the three months ended November 30, 2025.
Concentrations of Cloud Providers
Our clients rely on us for the delivery of time-sensitive, up-to-date data and applications. Our business is dependent on our ability to process substantial volumes of data and transactions rapidly and efficiently. We currently use multiple providers of cloud services; however, one supplier provided the majority of our cloud computing support for the three months ended November 30, 2025. We maintain back-up facilities and other redundancies at our data centers, take security measures and have emergency planning procedures to minimize the risk that an event will disrupt our operations.
Recently Adopted Accounting Pronouncements
We did not adopt any new standards or updates issued by the Financial Accounting Standards Board ("FASB") during the three months ended November 30, 2025 that had a material impact on our Consolidated Financial Statements.
Accounting Pronouncements Not Yet Adopted
Goodwill and Other - Internal-Use Software
In September 2025, the FASB issued Accounting Standards Update ("ASU") 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) - Targeted Improvements to the Accounting for Internal-Use Software. This ASU removes all references to prescriptive and sequential software development stages, and requires entities to start capitalizing
eligible software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended. The amendments in this ASU can be applied using a prospective, modified, or retrospective transition approach, and are effective for our interim and annual periods starting in fiscal 2029. Early adoption is permitted at the beginning of an annual period. We are currently assessing the impact of the new requirements on our Consolidated Financial Statements and disclosures.
Income Statement - Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses. This ASU requires disaggregation of certain income statement expense captions into specified categories to be disclosed within the footnotes to the financial statements. This ASU does not change the expense captions on the income statement. The amendments in this ASU are to be applied prospectively, although retrospective application is permitted, and are effective for our annual financial statements starting in fiscal 2028 and interim periods starting in fiscal 2029. Early adoption is permitted. This ASU is not expected to have a material impact on our Consolidated Financial Statements. We are currently assessing the impact of the new requirements on our disclosures.
U.S. Securities and Exchange Commission ("SEC") Disclosures - The Enhancement and Standardization of Climate-Related Disclosures for Investors
In March 2024, the SEC adopted a final rule under SEC Release Nos. 33-11275 and 34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which would require disclosure of certain climate-related information in various filings with the SEC. In April 2024, the SEC stayed implementation of the final rule pending completion of judicial review. In March 2025, the SEC stated that it has ended its defense of the rule. We are currently monitoring the legal challenges and assessing the potential impact of the rule on our disclosures.
Income Taxes - Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. This ASU enhances annual income tax disclosures primarily related to our effective tax rate reconciliation and income taxes paid. The amendments in this ASU are to be applied prospectively, although retrospective application is permitted, and are effective for our annual financial statements starting in fiscal 2026. Early adoption is permitted. This ASU is not expected to have a material impact on our Consolidated Financial Statements. We are currently assessing the impact of the new requirements on our disclosures.
Disclosure Improvements - Codification Amendment in Response to the SEC's Disclosure Update and Simplification Initiative
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendment in Response to the SEC’s Disclosure Update and Simplification Initiative. The ASU incorporates several disclosure and presentation requirements currently residing in the SEC Regulations S-X and S-K. The amendments will be applied prospectively and are effective when the SEC removes the related requirements from Regulations S-X or S-K. Any amendments the SEC does not remove by June 30, 2027 will not be effective. As we are currently subject to these SEC requirements, this ASU is not expected to have a material impact on our Consolidated Financial Statements or related disclosures.
No other new accounting pronouncements issued or effective during the three months ended November 30, 2025 have had, or are expected to have, a material impact on our Consolidated Financial Statements.
3. REVENUE RECOGNITION
We derive most of our revenues by delivering client access to our multi-asset class solutions powered by our platform of connected data and technology that is available over the contractual term (referred to as the "Hosted Platform"). The Hosted Platform is a subscription-based service that provides client access to various combinations of products and services including workstations, portfolio analytics and enterprise solutions. We also derive revenues through the CGS platform, a subscription-based service that provides access to a database of universally recognized security identifiers and related descriptive data for issuers and their financial instruments (referred to as the "Identifier Platform").
The majority of each of our contracts with clients, whether for Hosted Platform or Identifier Platform services, represents a single performance obligation covering a series of distinct products and services that are substantially the same and that have the same pattern of transfer to the client. The primary nature of the promise to the client is to provide daily access to each of these data and analytics platforms over the associated contractual term. These platforms provide integrated financial
information, analytical applications and industry-leading service for the investment community. Based on the nature of the products and services offered by these platforms, we apply an output time-based measure of progress as the client is simultaneously receiving and consuming the benefits of the respective platform. We recognize revenue for the majority of these platforms in accordance with the 'as invoiced' practical expedient, because the consideration that we have the right to invoice corresponds directly with the value of our performance to date. We record revenues net of sales taxes which are subsequently remitted to taxing authorities and are excluded from the transaction price. There are no significant judgments that would impact the timing of revenue recognition.
The majority of client contracts have a duration of one year, or the amount we are entitled to receive corresponds directly with the value of our performance obligations completed to date. Therefore, we do not disclose the value of the remaining unsatisfied performance obligations.
Disaggregated Revenues
We disaggregate revenues from our client contracts by segment based on the geographic region where the sale originated. Our business segmentation by geography is aligned with the operational and economic characteristics of our business. Refer to Note 15, Segment Information, for further information.
The following table presents revenues disaggregated by segment:
| Three Months Ended | ||||||||||||||
| November 30, | ||||||||||||||
| (in thousands) | 2025 | 2024 | ||||||||||||
| Americas | $ | 396,176 | $ | 367,242 | ||||||||||
| EMEA | 149,517 | 143,725 | ||||||||||||
| Asia Pacific | 61,928 | 57,700 | ||||||||||||
| Total Revenues | $ | 607,621 | $ | 568,667 |
4. FAIR VALUE MEASURES
Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. In determining fair value, the use of various valuation methodologies, including market, income and cost approaches are permissible. When pricing an asset or liability, the inputs to these valuation methodologies consider market comparable information, taking into account the principal or most advantageous market in which we would transact.
Fair Value Hierarchy
The accounting guidance for fair value measurements establishes a three-level fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy ranks the reliability of the inputs, based upon the lowest level of input that is significant to the fair value measurement, used to determine fair value. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect its placement within the fair value hierarchy. We have categorized our assets and liabilities within the fair value hierarchy as follows:
Level 1 – applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 – applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3 – applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The assumptions used in determining fair value represent our best estimates, but these estimates involve inherent uncertainties and the application of our judgment. As a result, if factors change, our fair value estimates could be materially different in the future and may adversely affect our business and financial results.
(a) Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following tables show, by level within the fair value hierarchy, our assets and liabilities that are measured at fair value on a recurring basis as of November 30, 2025 and August 31, 2025. We did not have any transfers between levels of fair value measurements during the three months ended November 30, 2025 and the fiscal year ended August 31, 2025.
| Fair Value Measurements as of November 30, 2025 | ||||||||||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||
| Assets | ||||||||||||||
| Money market funds(1) | $ | 13,966 | $ | — | $ | — | $ | 13,966 | ||||||
| Mutual funds(2) | — | 17,233 | — | 17,233 | ||||||||||
| Derivative instruments(3) | — | 452 | — | 452 | ||||||||||
| Total assets measured at fair value | $ | 13,966 | $ | 17,685 | $ | — | $ | 31,651 | ||||||
| Liabilities | ||||||||||||||
| Derivative instruments(3) | $ | — | $ | 1,585 | $ | — | $ | 1,585 | ||||||
| Contingent liabilities(4) | — | — | 12,931 | 12,931 | ||||||||||
| Total liabilities measured at fair value | $ | — | $ | 1,585 | $ | 12,931 | $ | 14,516 |
| Fair Value Measurements as of August 31, 2025 | ||||||||||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||
| Assets | ||||||||||||||
| Money market funds(1) | $ | 8,649 | $ | — | $ | — | $ | 8,649 | ||||||
| Mutual funds(2) | — | 17,445 | — | 17,445 | ||||||||||
| Derivative instruments(3) | — | 3,590 | — | 3,590 | ||||||||||
| Total assets measured at fair value | $ | 8,649 | $ | 21,035 | $ | — | $ | 29,684 | ||||||
| Liabilities | ||||||||||||||
| Derivative instruments(3) | $ | — | $ | 808 | $ | — | $ | 808 | ||||||
| Contingent liabilities(4) | — | — | 24,126 | 24,126 | ||||||||||
| Total liabilities measured at fair value | $ | — | $ | 808 | $ | 24,126 | $ | 24,934 |
(1) Our money market funds are readily convertible into cash. The net asset value of each fund on the last day of the reporting period is used to determine its fair value. Our money market funds are included in Cash and cash equivalents within the Consolidated Balance Sheets.
(2) Our mutual funds' fair value is based on the fair value of the underlying investments held by the mutual funds, allocated to each share of the mutual fund using a net asset value approach. The fair value of each underlying investment is based on observable inputs. Our mutual funds are included in Investments within the Consolidated Balance Sheets.
(3) Our derivative instruments included our foreign exchange forward contracts and interest rate swap agreements. We utilized the income approach to measure fair value for our foreign exchange forward contracts. The income approach uses pricing models that rely on market observable inputs such as spot, forward and interest rates, as well as credit default swap spreads. To estimate fair value for our interest rate swap agreements, we utilized a present value of future cash flows, leveraging a model-derived valuation that uses observable inputs such as interest rate yield curves. Our derivative instruments in an asset position are included in Prepaid expenses and other current assets and those in a liability position are included in Accounts payable and accrued expenses within the Consolidated Balance Sheets.
(4) Our contingent liabilities resulted from the acquisitions of various businesses. These liabilities reflect the present value of potential future payments that are contingent upon the achievement of certain specified milestones and are valued using a scenario-based method. This method incorporates unobservable inputs and assumptions made by management, including the probability of achieving specified milestones, expected time until payment and the discount rate. Refer to Note 5, Acquisitions, for more information on the contingent liabilities associated with the Liquid Holdings LLC ("LiquidityBook") and Platform Group Limited ("Irwin") acquisitions.
(b) Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
Assets that are measured at fair value on a non-recurring basis primarily include our PPE, lease right-of-use ("ROU") assets, goodwill and intangible assets. These assets are assessed for impairment whenever events or circumstances indicate their carrying value may not be fully recoverable, and at least annually for goodwill. The fair values of these non-financial assets are determined based on valuation techniques using the best information available, and may include quoted market prices, market comparable information and discounted cash flow projections.
(c) Assets and Liabilities Measured at Fair Value for Disclosure Purposes Only
We elected not to carry our debt at fair value on the Consolidated Balance Sheets. Our Senior Notes are publicly traded; therefore, the fair value of our Senior Notes is estimated based on quoted prices in active markets as of the last business day of the reporting period, which are considered Level 1 inputs. The fair value of our 2025 Credit Facilities was estimated based on quoted market prices for similar instruments, adjusted for unobservable inputs for comparability to our investment rating, maturity terms and principal outstanding, which are considered Level 3 inputs. Refer to Note 10, Debt for definitions of, and more information on, our Senior Notes and 2025 Credit Facilities.
The following table summarizes information on our outstanding debt as of November 30, 2025 and August 31, 2025:
| November 30, 2025 | August 31, 2025 | ||||||||||||||||
| (in thousands) | Fair Value Hierarchy | Principal Amount | Estimated Fair Value | Principal Amount | Estimated Fair Value | ||||||||||||
| 2027 Notes | Level 1 | $ | 500,000 | $ | 491,085 | $ | 500,000 | $ | 490,565 | ||||||||
| 2032 Notes | Level 1 | 500,000 | 463,400 | 500,000 | 460,440 | ||||||||||||
| 2025 Term Facility | Level 3 | 375,000 | 375,190 | 375,000 | 374,866 | ||||||||||||
| Total principal amount | $ | 1,375,000 | $ | 1,329,675 | $ | 1,375,000 | $ | 1,325,871 | |||||||||
| Total unamortized discounts and debt issuance costs(1) | (6,262) | (6,740) | |||||||||||||||
| Total net carrying value of debt(1) | $ | 1,368,738 | $ | 1,368,260 | |||||||||||||
(1) Amount excludes the debt issuance costs related to the 2025 Revolving Facility which are presented within Other assets on the Consolidated Balance Sheets.
5. ACQUISITIONS
Our acquisitions with the most significant cash flows during fiscal 2025 through the first quarter of fiscal 2026 included Liquid Holdings, LLC ("LiquidityBook") and Platform Group Limited ("Irwin").
Liquid Holdings, LLC ("LiquidityBook")
On February 7, 2025, we completed the acquisition of LiquidityBook for a purchase price of $243.2 million, net of cash acquired, and inclusive of preliminary working capital adjustments. The purchase price included contingent consideration of $11.9 million which reflects the acquisition date fair value of potential future payments that are contingent upon the achievement of certain specified milestones. Refer to Note 4, Fair Value Measures, for information regarding the contingent consideration.
LiquidityBook provides cloud-native trading solutions to hedge fund, asset and wealth management, outsourced trading, and sell-side middle office clients. LiquidityBook operates a proprietary FIX network that enables streamlined connectivity to over 200 brokers and order routing to more than 1,600 destinations across 80 markets globally. This acquisition adds technology-forward order management and investment book of record capabilities and enhances FactSet’s ability to serve the integrated workflow needs of clients across the portfolio life cycle.
The results of LiquidityBook's operations have been included within the Americas, EMEA and Asia Pacific segments in our Consolidated Financial Statements. Pro forma information has not been presented because the effect of the LiquidityBook acquisition was not material to our Consolidated Financial Statements.
The preliminary purchase price allocation is subject to change pending a final valuation of the assets and liabilities acquired and the finalization of working capital adjustments. We expect to finalize the allocation of the purchase price for LiquidityBook as soon as possible, but in any event, no later than one year from the acquisition date.
The acquisition date fair values of major classes of assets acquired and liabilities assumed are as follows:
| Acquisition Date Fair Value | Acquisition Date Useful Life | Amortization Method | |||||||||
| (in thousands) | (in years) | ||||||||||
| Current assets | $ | 3,893 | |||||||||
| Amortizable intangible assets | |||||||||||
| Software technology | 65,600 | 12 years | Straight-line | ||||||||
| Client relationships | 8,800 | 17 years | Straight-line | ||||||||
| Trade names | 3,400 | 10 years | Straight-line | ||||||||
| Goodwill | 164,787 | ||||||||||
| Other assets | 487 | ||||||||||
| Current liabilities | |||||||||||
| Deferred revenues | (799) | ||||||||||
| Other current liabilities | (2,386) | ||||||||||
| Other liabilities | (600) | ||||||||||
| Total purchase price | $ | 243,182 |
Goodwill totaling $164.8 million represents the excess of the LiquidityBook purchase price over the fair value of net assets acquired and considers future economic benefits that we expect to achieve as a result of the acquisition. The goodwill is included in the Americas, EMEA and Asia Pacific segments and is deductible for income tax purposes.
Platform Group Limited ("Irwin")
On November 5, 2024, we completed the acquisition of Irwin for a purchase price of $120.2 million, net of cash acquired, and inclusive of working capital adjustments. The purchase price included contingent consideration of $9.6 million which reflects the acquisition date fair value of potential future payments that are contingent upon the achievement of certain specified milestones. Refer to Note 4, Fair Value Measures, for information regarding the contingent consideration.
Irwin is a leading investor relations and capital markets platform for public companies and their advisors. This acquisition builds on a successful partnership between FactSet and Irwin, and expands our ability to address the holistic workflow needs of investor relations professionals with an integrated, modern solution.
The results of Irwin's operations have been included within the Americas, EMEA and Asia Pacific segments in our Consolidated Financial Statements. Pro forma information has not been presented because the effect of the Irwin acquisition was not material to our Consolidated Financial Statements.
We finalized the purchase accounting for the Irwin acquisition during the third quarter of fiscal 2025 and did not record any material changes to the preliminary purchase price allocation. The acquisition date fair values of major classes of assets acquired and liabilities assumed are as follows:
| Acquisition Date Fair Value | Acquisition Date Useful Life | Amortization Method | |||||||||
| (in thousands) | (in years) | ||||||||||
| Current assets | $ | 2,393 | |||||||||
| Amortizable intangible assets | |||||||||||
| Software technology | 36,100 | 12 years | Straight-line | ||||||||
| Client relationships | 1,700 | 11 years | Straight-line | ||||||||
| Trade names | 1,400 | 10 years | Straight-line | ||||||||
| Goodwill | 91,376 | ||||||||||
| Current liabilities | |||||||||||
| Deferred revenues | (4,218) | ||||||||||
| Other current liabilities | (524) | ||||||||||
| Other liabilities | (8,041) | ||||||||||
| Total purchase price | $ | 120,186 |
Goodwill totaling $91.4 million represents the excess of the Irwin purchase price over the fair value of net assets acquired and considers future economic benefits that we expect to achieve as a result of the acquisition. The goodwill is included in the Americas and EMEA segments and is not deductible for income tax purposes.
6. GOODWILL
Changes in the carrying value of goodwill by segment for the three months ended November 30, 2025 are as follows:
| (in thousands) | Americas | EMEA | Asia Pacific | Total | ||||||||||
| Balance at August 31, 2025 | $ | 925,752 | $ | 344,436 | $ | 14,520 | $ | 1,284,708 | ||||||
| Foreign currency translations | (1,509) | (3,479) | (127) | (5,115) | ||||||||||
| Balance at November 30, 2025 | $ | 924,243 | $ | 340,957 | $ | 14,393 | $ | 1,279,593 |
Goodwill is not amortized as it is estimated to have an indefinite life. Goodwill impairment is tested at the reporting unit level, which is consistent with our segments. We test goodwill annually during the fourth quarter of each fiscal year or more frequently if events and circumstances occur indicating that it is more likely than not that the fair value of any one of our reporting units is less than its respective carrying value. If the carrying value of the reporting unit exceeds the fair value, then the goodwill is considered impaired and written down to the reporting unit’s fair value.
We tested our goodwill for impairment during the fourth quarter of fiscal 2025 utilizing a qualitative analysis. We concluded there was no impairment as it was more likely than not that the fair value of each of our reporting units was not less than its respective carrying value. No events or circumstances were identified during the three months ended November 30, 2025 that would indicate it is more likely than not that goodwill has been impaired.
7. INTANGIBLE ASSETS
We amortize intangible assets on a straight-line basis over their estimated useful lives. The following table presents the estimated useful life, gross carrying amounts and accumulated amortization related to our identifiable intangible assets as of November 30, 2025 and August 31, 2025:
| November 30, 2025 | August 31, 2025 | ||||||||||||||||||||||
| (in thousands, except useful lives) | Estimated Useful Life (years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||
| ABA business process | 36 | $ | 1,583,000 | $ | 164,896 | $ | 1,418,104 | $ | 1,583,000 | $ | 153,903 | $ | 1,429,097 | ||||||||||
| Client relationships | 11 to 26 | 279,503 | 97,070 | 182,433 | 280,065 | 94,365 | 185,700 | ||||||||||||||||
| Developed technology | 3 to 5 | 282,159 | 146,052 | 136,107 | 260,154 | 127,669 | 132,485 | ||||||||||||||||
| Software technology | 3 to 12 | 252,985 | 135,256 | 117,729 | 253,899 | 131,731 | 122,168 | ||||||||||||||||
| Data content | 7 to 20 | 86,179 | 45,275 | 40,904 | 86,416 | 44,490 | 41,926 | ||||||||||||||||
| Trade names | 5 to 10 | 4,895 | 449 | 4,446 | 4,919 | 326 | 4,593 | ||||||||||||||||
| Non-compete agreements | 4 | 290 | 175 | 115 | 290 | 157 | 133 | ||||||||||||||||
| Total | $ | 2,489,011 | $ | 589,173 | $ | 1,899,838 | $ | 2,468,743 | $ | 552,641 | $ | 1,916,102 |
The weighted average useful life of our intangible assets as of November 30, 2025 was 30.5 years. Intangible assets are tested for impairment qualitatively on a quarterly basis or whenever events or changes in circumstances indicate that the carrying amount of an asset group is not recoverable. If indicators of impairment are present, our intangible assets are tested for impairment by comparing the carrying value to undiscounted cash flows and, if impaired, written down to fair value based on discounted cash flows. We did not identify a material impairment nor a material change to the estimated remaining useful lives of our intangible assets during the three months ended November 30, 2025 and November 30, 2024. Our intangible assets have no assigned residual values.
The following table presents the amortization expense for our intangible assets which is included in Cost of services in our Consolidated Statements of Income:
| Three Months Ended | ||||||||||||||
| November 30, | ||||||||||||||
| (in thousands) | 2025 | 2024 | ||||||||||||
| Amortization expense | $ | 37,752 | $ | 29,872 |
As of November 30, 2025, estimated intangible asset amortization expense for each of the next five years and thereafter is as follows:
| (in thousands) | Estimated Amortization Expense | ||||
| Fiscal Years Ended August 31, | |||||
| 2026 (remaining nine months) | $ | 111,927 | |||
| 2027 | 125,763 | ||||
| 2028 | 97,089 | ||||
| 2029 | 74,325 | ||||
| 2030 | 70,814 | ||||
| Thereafter | 1,419,920 | ||||
| Total | $ | 1,899,838 |
8. INCOME TAXES
We are subject to taxation in the United States ("U.S.") and various state, local and foreign jurisdictions in which we conduct our business. Income tax expense is based on taxable income determined in accordance with current enacted laws and tax rates.
Deferred income taxes are recorded for the temporary differences between the financial statement carrying amounts and the tax basis of our assets and liabilities using currently enacted tax rates.
Provision for Income Taxes and Effective Tax Rate
The provision for income taxes and the effective tax rate are as follows:
| Three Months Ended | ||||||||||||||
| November 30, | ||||||||||||||
| (in thousands) | 2025 | 2024 | ||||||||||||
| Income before income taxes | $ | 190,113 | $ | 179,739 | ||||||||||
| Provision for income taxes | $ | 37,533 | $ | 29,717 | ||||||||||
| Effective tax rate | 19.7 | % | 16.5 | % |
Our provision for income taxes for interim periods is calculated by applying an estimate of our annual effective tax rate to our quarter and year-to-date results, adjusted for discrete items recorded in the period. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pretax income (or loss) for the year, projections of the proportion of income (or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences and the likelihood of recovering deferred tax assets, then adjusted for any discrete items. On a quarterly basis, we update the estimate of our annual effective tax rate as new events occur, assumptions change, or additional information is obtained.
Our effective tax rate for the three months ended November 30, 2025 and November 30, 2024 was 19.7% and 16.5%, respectively. The increase was primarily due to a stock-based compensation tax shortfall in the first quarter of fiscal 2026 compared to an excess tax benefit for the prior year period.
For the periods presented, our effective tax rates differ from the applicable U.S. corporate income tax rate primarily due to excess tax benefits or shortfalls from stock-based compensation, the U.S. tax impact of foreign earnings, research and development ("R&D") tax credits, a foreign derived intangible income ("FDII") tax deduction and the impact of state income taxes.
Base Erosion and Profit Shifting Pillar Two
The Organization for Economic Co-operation and Development released Base Erosion and Profit Shifting Pillar Two rules (“Pillar Two”) to introduce a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds. Certain aspects of Pillar Two are effective for tax years beginning on or after January 1, 2024. Although the U.S. has not yet enacted legislation to adopt Pillar Two, certain countries in which we operate have already adopted, or are in the process of adopting, legislation to implement Pillar Two. We have determined that Pillar Two would not have a material impact to our Consolidated Financial Statements, related disclosures, or effective tax rate. However, as the Pillar Two rules continue to evolve, we are closely monitoring legislative developments globally to evaluate potential impacts on our financial statements, as more countries adopt and implement these regulations.
One Big Beautiful Bill Act
On July 4, 2025, the One Big Beautiful Bill Act (the "Act") was signed into law. The legislation includes a broad range of tax reform provisions affecting businesses including, but not limited to, the expansion of bonus depreciation, immediate expensing of domestic R&D costs, and revisions to the U.S. taxation of profits derived from international operations. The legislation has multiple effective dates, with certain provisions taking effect in fiscal 2025 and others phased in through fiscal 2027. The Act did not have a material impact on our Consolidated Financial Statements as of and for the three months ended November 30, 2025.
9. LEASES
Our operating lease arrangements relate to our office space and data centers. We review new arrangements at inception to evaluate whether we obtain substantially all the economic benefits of and have the right to control the use of an asset. Our lease ROU assets and lease liabilities are recognized based on the present value of future minimum lease payments at lease commencement or modification date (which includes fixed lease payments and certain qualifying index-based variable payments) over the reasonably certain lease term, leveraging an estimated incremental borrowing rate ("IBR"). Certain adjustments to calculate our lease ROU assets may be required due to prepayments, lease incentives received and initial direct costs incurred. We account for lease and non-lease components as a single lease component, which we recognize over the expected lease term on a straight-line expense basis in occupancy costs (a component of Selling, general and administrative ("SG&A") expense) in our Consolidated Statements of Income.
As of November 30, 2025, we recognized $125.6 million of Lease ROU assets, net and $191.3 million of combined Current lease liabilities and Long-term lease liabilities in the Consolidated Balance Sheets. Our leases have remaining lease terms ranging from less than one year to just over 10 years. Our lease agreements may include options to extend or terminate the lease, which would be included in the measurement of our lease term if it is reasonably certain that we will exercise the option.
The following table presents our future minimum lease payments and a reconciliation to the combined Current lease liabilities and Long-term lease liabilities in the Consolidated Balance Sheets as of November 30, 2025:
| (in thousands) | Minimum Lease Payments | ||||
| Fiscal Years ended August 31, | |||||
| 2026 (remaining nine months) | $ | 30,503 | |||
| 2027 | 41,318 | ||||
| 2028 | 37,032 | ||||
| 2029 | 31,451 | ||||
| 2030 | 26,332 | ||||
| Thereafter | 55,733 | ||||
| Total minimum lease payments | $ | 222,369 | |||
| Less: Imputed interest | 31,073 | ||||
| Total lease liabilities | $ | 191,296 |
The following table includes components of our occupancy costs:
| Three Months Ended | ||||||||||||||
| November 30, | ||||||||||||||
| (in thousands) | 2025 | 2024 | ||||||||||||
| Operating lease costs(1) | $ | 7,997 | $ | 7,572 | ||||||||||
| Variable lease costs(2) | $ | 4,821 | $ | 4,888 |
(1) Operating lease costs include costs associated with fixed lease payments and index-based variable payments that qualified for lease accounting under ASC 842, Leases and complied with the practical expedients and exceptions we elected.
(2) Variable lease costs include costs that are not fixed and are not dependent on an index or rate. These costs were not included in the measurement of lease liabilities and primarily include variable non-lease costs, such as utilities, real estate taxes, insurance and maintenance, as well as lease costs for those leases that qualified for the short-term lease exception.
The following table summarizes our weighted average remaining lease term and weighted average discount rate related to our operating leases recorded on the Consolidated Balance Sheets:
| As of November 30, 2025 | As of August 31, 2025 | |||||||
| Weighted average remaining lease term (in years) | 6.4 | 6.1 | ||||||
| Weighted average discount rate (IBR) | 4.9 | % | 4.7 | % |
The following table summarizes supplemental cash flow information related to our operating leases:
| Three Months Ended | ||||||||
| November 30, | ||||||||
| (in thousands) | 2025 | 2024 | ||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | 9,847 | $ | 9,762 | ||||
| Lease ROU assets obtained in exchange for lease liabilities(1) | $ | 17,069 | $ | — | ||||
| Reductions to ROU assets resulting from reductions to lease liabilities(2) | $ | — | $ | (5,529) |
(1)Primarily includes new lease arrangements entered into during the respective period and contract modifications that extend our lease terms and/or provide additional rights.
(2)Primarily relates to lease term reassessments based on contractual options to early terminate, resulting in a reduction to the lease liability and the corresponding lease ROU asset.
10. DEBT
We have not elected the fair value option and report our debt at amortized cost. Our debt obligations as of November 30, 2025 and August 31, 2025 consisted of the following:
| (in thousands) | Issuance Date | Contractual Maturity Date | November 30, 2025 | August 31, 2025 | ||||||||||
| 2025 Term Facility | 4/8/2025 | 4/8/2028 | 375,000 | 375,000 | ||||||||||
| 2027 Notes | 3/1/2022 | 3/1/2027 | 500,000 | 500,000 | ||||||||||
| 2032 Notes | 3/1/2022 | 3/1/2032 | 500,000 | 500,000 | ||||||||||
| Unamortized discounts and debt issuance costs(1) | (6,262) | (6,740) | ||||||||||||
| Long-term debt(1) | $ | 1,368,738 | $ | 1,368,260 | ||||||||||
(1)Amount excludes the debt issuance costs related to the 2025 Revolving Facility which are presented within Other assets on the Consolidated Balance Sheets.
As of November 30, 2025, annual maturities on our debt obligations, based on contractual maturity dates, were as follows:
| (in thousands) | Maturities | ||||
| Fiscal Years ended August 31, | |||||
| 2026 (remaining nine months) | $ | — | |||
| 2027 | 500,000 | ||||
| 2028 | 375,000 | ||||
| 2029 | — | ||||
| 2030 | — | ||||
| Thereafter | 500,000 | ||||
| Total | $ | 1,375,000 |
2025 Credit Agreement
On April 8, 2025, we entered into a credit agreement (the "2025 Credit Agreement") and borrowed $500.0 million under a senior unsecured term loan credit facility (the "2025 Term Facility"). We used the proceeds from the 2025 Term Facility borrowing to repay the outstanding balance under the 2022 Revolving Facility (as defined below). The 2025 Credit Agreement also provides for a $1.0 billion senior unsecured revolving credit facility (the "2025 Revolving Facility"). The 2025 Revolving Facility, together with the 2025 Term Facility, are referred to as the "2025 Credit Facilities".
The 2025 Term Facility matures on April 8, 2028, and the 2025 Revolving Facility matures on April 8, 2030. The 2025 Revolving Facility provides for up to $100.0 million in the form of letters of credit, and up to $100.0 million in the form of swingline loans. We may seek additional commitments of up to $1.0 billion under the 2025 Revolving Facility from lenders or other financial institutions.
The 2025 Term Facility is subject to scheduled quarterly principal payments, commencing on August 31, 2025, with each quarterly principal payment equal to 1.25% of the original principal amount of the 2025 Term Facility. The 2025 Credit Facilities are not otherwise subject to any other mandatory repayments. We may voluntarily prepay loans under the 2025 Credit Facilities at any time without premium or penalty. Prepayments of the 2025 Term Facility shall be applied to reduce the subsequent scheduled quarterly principal payments in direct order of maturity.
We made no repayments of the 2025 Term Facility during the three months ended November 30, 2025. Since loan inception on April 8, 2025, we have repaid $125.0 million under the 2025 Term Facility. Of this amount, $68.8 million satisfied all scheduled quarterly principal payments through maturity, eliminating any future mandatory quarterly principal payment requirements. The remaining $56.2 million was made as a voluntary prepayment. From the effective date of the 2025 Revolving Facility through November 30, 2025, we have had no borrowings under the 2025 Revolving Facility.
From the borrowing date through November 30, 2025, the outstanding borrowings under the 2025 Credit Facilities bore interest at a rate equal to the applicable one-month Term Secured Overnight Financing Rate ("SOFR") plus a 0.975% spread (comprised of a 0.875% interest rate margin, based on a pricing grid determined by reference to our senior unsecured non-credit enhanced long-term debt rating and our total leverage ratio, plus a 0.1% credit spread adjustment).
We pay a commitment fee on the daily unused amount of the 2025 Revolving Facility using a pricing grid based on our senior unsecured non-credit enhanced long-term debt rating and our total leverage ratio. The commitment fee remained consistent at 0.1% through November 30, 2025.
Debt issuance costs related to the 2025 Credit Facilities were $3.4 million. These debt issuance costs are presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of the debt liability for the 2025 Term Facility and within Other assets for the 2025 Revolving Facility. Debt issuance costs are amortized to Interest expense in the Consolidated Statements of Income on a straight-line basis over the contractual term of the debt (which approximates the effective interest method for the 2025 Term Facility).
The 2025 Credit Agreement contains usual and customary event of default provisions for facilities of this type, which are subject to usual and customary grace periods and materiality thresholds. If an event of default occurs under the 2025 Credit Agreement, the lenders may, among other things, terminate their commitments and declare all outstanding borrowings immediately due and payable.
The 2025 Credit Agreement contains usual and customary affirmative and negative covenants for facilities of this type, including a financial covenant requiring maintenance of a total leverage ratio of no greater than 3.75 to 1.00 as of the last day of each fiscal quarter (subject to an increase to 4.25 to 1.00 for five consecutive fiscal quarters in connection with certain material acquisitions). We were in compliance with all covenants and requirements of the 2025 Credit Agreement as of November 30, 2025.
2022 Credit Agreement
On March 1, 2022, we entered into a credit agreement (the "2022 Credit Agreement") and borrowed $1.0 billion under a senior unsecured term loan credit facility (the "2022 Term Facility") and $250.0 million of the available $500.0 million under a senior unsecured revolving credit facility (the "2022 Revolving Facility"). The 2022 Revolving Facility, together with the 2022 Term Facility, are referred to as the "2022 Credit Facilities". On January 31, 2025, we entered into a joinder agreement to our 2022 Credit Agreement pursuant to which commitments under the 2022 Revolving Facility were increased by $100.0 million, to a total of $600.0 million. All other terms of the 2022 Credit Agreement remained unchanged.
During the three months ended November 30, 2024, we repaid $62.5 million under the 2022 Term Facility. The 2022 Term Facility, originally due to mature on March 1, 2025, was repaid in full during the six months ended February 28, 2025. During the three months ended November 30, 2024, we borrowed an additional $55.0 million under the 2022 Revolving Facility. The 2022 Credit Agreement was terminated on April 8, 2025, concurrent with entering into the 2025 Credit Agreement.
Borrowings previously outstanding under the 2022 Credit Facilities bore interest at a rate equal to the applicable one-month Term SOFR plus a spread using a debt leverage pricing grid and a credit spread adjustment (with total spread ranging from 0.975% to 1.1% over the term of the debt).
Interest Rate Swap Agreements
We leverage interest rate swap agreements to manage our floating interest rate exposure with a fixed interest rate. Our interest
rate swap agreements are designated as cash flow hedges at inception.
2025 Swap Agreement
On April 24, 2025, we entered into an interest rate swap agreement ("2025 Swap Agreement") with a notional amount of $200.0 million to hedge a portion of our outstanding floating SOFR debt with a fixed interest rate of 4.086%. The notional amount of the 2025 Swap Agreement declines by $50.0 million on a quarterly basis beginning May 31, 2025 and matures on February 28, 2026. As of November 30, 2025, the notional amount of the 2025 Swap Agreement was $50.0 million.
2024 Swap Agreement
On March 1, 2024, we entered into an interest rate swap agreement ("2024 Swap Agreement") with a notional amount of $200.0 million to hedge a portion of our outstanding floating SOFR debt with a fixed interest rate of 5.145%. The notional amount of the 2024 Swap Agreement declined by $50.0 million on a quarterly basis beginning May 31, 2024. The 2024 Swap Agreement matured on February 28, 2025.
Senior Notes
On March 1, 2022, we completed a public offering issuing $500.0 million of 2.900% Senior Notes due March 1, 2027 (the "2027 Notes") and $500.0 million of 3.450% Senior Notes due March 1, 2032 (the "2032 Notes" and, together with the 2027 Notes, the "Senior Notes"). The Senior Notes were issued pursuant to an indenture, dated as of March 1, 2022, by and between us and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as supplemented by the supplemental indenture, dated as of March 1, 2022, between us and the Trustee (the "Supplemental Indenture").
The Senior Notes were issued at an aggregate discount of $2.8 million and we incurred approximately $9.1 million in debt issuance costs during fiscal 2022. Debt discounts and debt issuance costs are presented in the Consolidated Balance Sheets as a net direct deduction from the carrying amount of the debt liability. The debt discounts and debt issuance costs are amortized to Interest expense in the Consolidated Statements of Income over the contractual term of the debt, leveraging the effective interest method.
Interest on the Senior Notes is payable semiannually in arrears on March 1 and September 1 of each year.
We may redeem the Senior Notes, in whole or in part, at any time at specified redemption prices, plus any accrued and unpaid interest. Upon the occurrence of a change of control triggering event (as defined in the Supplemental Indenture), we must offer to repurchase the Senior Notes at 101% of their principal amount, plus any accrued and unpaid interest.
Interest Expense
The following table presents the interest expense on our outstanding debt which is a component of Interest expense in our Consolidated Statements of Income:
| Three Months Ended | ||||||||||||||
| November 30, | ||||||||||||||
| (in thousands) | 2025 | 2024 | ||||||||||||
| Interest expense on outstanding debt(1) | $ | 13,369 | $ | 14,367 |
(1)Interest expense on our outstanding debt includes the related amortization of debt issuance costs and debt discounts. Interest expense is net of the effects of our interest rate swap agreements.
11. COMMITMENTS AND CONTINGENCIES
Commitments represent obligations, such as those for future purchases of goods or services that are not yet recorded on the balance sheet as liabilities. We record liabilities for commitments when incurred (i.e., when the goods or services are received).
Except for income tax contingencies, we accrue for contingencies when we believe that a loss is probable and the amount can be reasonably estimated. Judgment is required to determine both the probability and the estimated amount of loss. If the reasonable estimate of a probable loss is a range, we record an accrual for the most probable estimate of the loss or the minimum amount when no amount within the range is a better estimate than any other amount. We review these accruals on a quarterly basis and adjust, as necessary, to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other current information. Contingent gains are recognized only when realized.
Income tax contingencies related to uncertain tax positions are accounted for in accordance with applicable accounting guidance. Refer to Note 2, Summary of Significant Accounting Policies - Income Taxes in the Notes to the Consolidated Financial Statements included in Part II, Item 8. of our Annual Report on Form 10-K for the fiscal year ended August 31, 2025 for further details.
Purchase Commitments with Suppliers and Vendors
Purchase obligations represent our legally-binding agreements to purchase fixed or minimum quantities at determinable prices. As of August 31, 2025, we had total purchase obligations with suppliers and vendors of approximately $352 million. Our total purchase obligations as of August 31, 2025 primarily related to hosting services, acquisition of data and, to a lesser extent, third-party software providers. For the three months ended November 30, 2025, we had no new material purchase obligations.
We also have contractual obligations related to our lease liabilities and outstanding debt, refer to Note 9, Leases and Note 10, Debt, respectively, for information.
Letters of Credit
From time to time, we are required to obtain letters of credit in the ordinary course of business. Our 2025 Revolving Facility allows for the availability of up to $100.0 million in the form of letters of credit. We have not obtained any letters of credit under the 2025 Revolving Facility since its inception. We had $0.7 million of standby letters of credit outstanding as of November 30, 2025 and August 31, 2025. No liabilities related to these arrangements are reflected in the Consolidated Balance Sheets.
Refer to Note 10, Debt, for information regarding the 2025 Revolving Facility.
Contingencies
Legal Matters
In the normal course of our business, we are, or may be, engaged in various legal proceedings, claims, litigation and regulatory proceedings. In view of the uncertainty inherent in litigation and regulatory matters, we cannot predict the eventual outcome of such matters or the timing of their resolution, or in most cases reasonably estimate what the eventual judgments, damages, fines, penalties or impact of activity (if any) restrictions may be. While we cannot predict the outcome of these matters, based on information available at November 30, 2025, our management believes that the ultimate outcome of these unresolved matters against us, individually or in the aggregate, will not have a material adverse effect on our consolidated financial position, our results of operations or our cash flows.
Income Taxes
As a multinational company operating in many states and countries, we are routinely audited by various taxing authorities and have reserved for potential adjustments to our provision for income taxes that may result from examinations by, or any negotiated settlements with, these tax authorities. We believe that the final outcome of these examinations or settlements will not have a material effect on our consolidated financial position, results of operations or our cash flows. If events occur which indicate payment of these amounts is unnecessary, the reversal of the liabilities would result in the recognition of tax benefits in the period we determine the liabilities are no longer necessary. If our estimates of the federal, state and foreign income tax liabilities are less than the ultimate assessment, additional expense would result.
Sales Tax Matters
During August 2019 through February 2024, we received various assessment and audit notices from the Commonwealth of Massachusetts Department of Revenue (the "Commonwealth") with respect to sales taxes, interest and underpayment penalties relating to the tax periods from January 1, 2006 through December 31, 2023 ("Sales Tax Dispute"). We entered into an agreement with the Commonwealth on November 26, 2024 which fully resolved all matters relating to the Sales Tax Dispute.
During the first quarter of fiscal 2025 and the fourth quarter of fiscal 2024, we took charges of approximately $2.4 million and $54.0 million, respectively, related to this dispute and made corresponding payments of $56.4 million to the Commonwealth during the first quarter of fiscal 2025. In addition to reserves taken in prior fiscal years, this brought our total charge and cash payments with respect to this matter to approximately $66.2 million.
12. STOCKHOLDERS' EQUITY
The following table presents the shares of common stock repurchased under our share repurchase program and acquired from holders of our stock-based awards upon vesting to satisfy tax withholding requirements:
Share Repurchases
| Three Months Ended | ||||||||||||||||||||||||||||||||||||||
| November 30, | ||||||||||||||||||||||||||||||||||||||
| (in thousands, except share data) | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||
| Repurchases of common stock under the share repurchase program(1) | 478,100 | $ | 139,899 | 104,475 | $ | 48,790 | ||||||||||||||||||||||||||||||||
| Repurchases of common stock to satisfy tax withholding requirements due upon vesting of stock-based awards | 21,374 | $ | 5,695 | 29,093 | $ | 13,385 |
(1) For the three months ended November 30, 2025 and 2024, amount excludes a 1% excise tax of $1.3 million and $0.8 million, respectively, on corporate stock repurchases required under the Inflation Reduction Act of 2022.
We may repurchase shares of our common stock under our share repurchase program from time-to-time in the open market or via privately negotiated transactions, subject to market conditions. There is no defined number of shares to be repurchased over a specified timeframe through the life of our share repurchase program.
On June 17, 2025, our Board of Directors authorized up to $400 million for share repurchases on or after September 1, 2025. As of November 30, 2025, $260.1 million remained available under our share repurchase program.
On December 16, 2025, our Board of Directors approved an additional $600 million in share repurchase authority, which is available immediately with no expiration date. The additional authorization also removed the expiration date from the June 17, 2025 authorization.
In addition to our share repurchase program, we also acquire shares of our common stock from holders of our stock-based awards to satisfy withholding tax requirements due at vesting. Shares acquired from these holders do not reduce the amount authorized for repurchase under the share repurchase program.
Refer to Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, of this Quarterly Report on Form 10-Q for further discussion on our share repurchase activity.
Equity-based Awards
Refer to Note 14, Stock-Based Compensation for more information on equity awards issued during the three months ended November 30, 2025 and November 30, 2024.
Dividends
Our Board of Directors approved the following dividends:
| Year Ended | Dividends per Share of Common Stock | Record Date | Total Amount (in thousands) | Payment Date | ||||||||||
| Fiscal 2026 | ||||||||||||||
| First Quarter | $ | 1.10 | November 28, 2025 | $ | 40,969 | December 18, 2025 | ||||||||
| Fiscal 2025 | ||||||||||||||
| First Quarter | $ | 1.04 | November 29, 2024 | $ | 39,572 | December 19, 2024 | ||||||||
Future cash dividend payments are subject to final determination by our Board of Directors and will depend on our earnings, capital requirements, financial condition and other relevant factors.
Accumulated Other Comprehensive Loss
The components of AOCL as of November 30, 2025 and August 31, 2025 were as follows:
| (in thousands) | November 30, 2025 | August 31, 2025 | ||||||
| Accumulated unrealized gains (losses) on cash flow hedges, net of tax | $ | (746) | $ | 2,143 | ||||
| Accumulated foreign currency translation adjustments | (73,281) | (65,891) | ||||||
| Total AOCL | $ | (74,027) | $ | (63,748) |
13. EARNINGS PER SHARE
Basic earnings per common share ("Basic EPS") is computed by dividing net income by the number of weighted average common shares outstanding during the period. Diluted earnings per common share ("Diluted EPS") is calculated by using the treasury stock method which assumes the issuance of common stock for all potentially dilutive stock-based awards.
The following is a reconciliation of our Basic and Diluted EPS computations:
| Three Months Ended | ||||||||||||||
| November 30, | ||||||||||||||
| (in thousands, except per share data) | 2025 | 2024 | ||||||||||||
| Numerator | ||||||||||||||
| Net income used for calculating Basic EPS and Diluted EPS | $ | 152,580 | $ | 150,022 | ||||||||||
| Denominator | ||||||||||||||
| Weighted average common shares used in the calculation of Basic EPS | 37,409 | 38,005 | ||||||||||||
| Common stock equivalents associated with stock-based compensation plans | 206 | 512 | ||||||||||||
| Shares used in the calculation of Diluted EPS | 37,615 | 38,517 | ||||||||||||
| Basic EPS | $ | 4.08 | $ | 3.95 | ||||||||||
| Diluted EPS | $ | 4.06 | $ | 3.89 |
The following table presents the potential common shares that were excluded from Diluted EPS as they relate to stock-based awards that were antidilutive or subject to performance conditions which have not been satisfied by the end of the reporting period:
| Three Months Ended | ||||||||||||||
| November 30, | ||||||||||||||
| (in thousands) | 2025 | 2024 | ||||||||||||
| Stock options and stock options with performance conditions | 1,405 | 721 | ||||||||||||
| Restricted stock units and performance share units | 264 | 98 |
14. STOCK-BASED COMPENSATION
Our stock-based compensation expense consists of:
-
Stock options, restricted stock units ("RSUs") and performance share units ("PSUs") issued to eligible employees, and stock options with performance conditions ("PSOs") issued to our Chief Executive Officer ("CEO"), all under the FactSet Research Systems Inc. Stock Option and Award Plan, as Amended and Restated (the "LTIP").
-
Stock options and RSUs issued to non-employee members of the Board of Directors ("non-employee directors") under the FactSet Research Systems Inc. Non-Employee Directors’ Stock Option and Award Plan, as Amended and Restated (the "Director Plan").
-
Common stock purchased by eligible employees under the FactSet Research Systems Inc. Employee Stock Purchase Plan, as Amended and Restated, as well as shares acquired beginning in fiscal 2026 under the FactSet Research Systems Inc. 2025 Employee Stock Purchase Plan (collectively, the “ESPP”).
We measure and recognize stock-based compensation expense for all stock-based awards and purchases of common stock under the ESPP based on their estimated grant date fair value.
We use a lattice-based option-pricing model ("lattice model") to estimate the grant date fair value for our employee stock options. For our CEO PSOs, grant date fair value was estimated using a Monte Carlo simulation ("Monte Carlo model"). The grant date fair value for non-employee director stock options and common stock purchased by eligible employees under our ESPP is estimated using a Black-Scholes model.
The lattice model, Black-Scholes model, and Monte Carlo model each require certain estimates and assumptions, including the risk-free interest rate, expected volatility, and dividend yield. The Black-Scholes and Monte Carlo models incorporate an assumed expected life of the award, while the lattice model derives the expected life as an output incorporating assumptions such as vesting restrictions and expected exercise patterns based on the intrinsic value of the options.
The primary assumptions and their definitions are as follows:
-
Risk-free interest rate** - based on the U.S. Treasury yield curve in effect at the time of grant with maturities equal to the expected terms of the stock-based awards granted.
-
Expected volatility** - based on a blend of historical volatility of the stock-based award's useful life and the weighted average implied volatility for call option contracts traded in the 90 days preceding the stock-based award's valuation date.
-
Dividend yield** - the expectation of dividend payouts based on our history.
-
Expected life** - the weighted average period the stock-based awards are expected to remain outstanding.
For RSUs and PSUs (collectively, "Restricted Stock Awards"), the grant date fair value is measured by reducing the grant date price of our common stock by the present value of expected future dividend payments on the underlying stock during the requisite service period, discounted at the appropriate risk-free interest rate. The number of PSUs granted assumes target-level achievement of the specified performance levels within the payout range. The ultimate number of common shares that may be earned pursuant to our PSU awards depends on the level of our achievement of stated financial performance objectives.
Stock-based compensation expense for stock option and RSU awards is recognized over their respective services period using the straight-line method. For these awards, the amount of stock-based compensation expense recognized on any date is at least equal to the vested portion of the award on that date.
Our PSUs require us to make assumptions regarding the probability of achieving specified performance levels established at the time of grant. We recognize stock-based compensation expense for PSUs using the straight-line method over the requisite service period. The probability of achieving the specified performance levels is reviewed on a quarterly basis to ensure the amount of stock-based compensation expense appropriately reflects the expected achievement.
For our ESPP, stock-based compensation expense is recognized on a straight-line basis over the offering period.
Our stock-based awards are generally subject to the continued employment for employees, or continued service for non-employee directors, through the applicable vesting date. Compensation expense for stock-based awards is recorded net of estimated forfeitures, which are based on historical forfeiture rates and are revised if actual forfeitures differ from those estimates.
Stock-based Compensation Expense
The following table presents the stock-based compensation expense for the periods presented:
| Three Months Ended | ||||||||||||||
| November 30, | ||||||||||||||
| (in thousands) | 2025 | 2024 | ||||||||||||
| Stock-based compensation expense | $ | 18,457 | $ | 13,592 |
There were no stock-based compensation costs capitalized in any periods presented. As of November 30, 2025, $205.4 million of total unrecognized stock-based compensation expense related to non-vested stock-based awards is expected to be recognized over the remaining weighted average vesting period of 3.1 years.
Employee Stock Option Awards
The following table presents the employee stock options granted under the LTIP for the three months ended November 30, 2025 and November 30, 2024:
| Three Months Ended | |||||||||||||||||||||||
| November 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Shares | Weighted average exercise price | Weighted average grant date fair value | Shares | Weighted average exercise price | Weighted average grant date fair value | ||||||||||||||||||
| Stock options granted(1) | 213,811 | $ | 264.57 | $ | 75.34 | 200,693 | $ | 458.80 | $ | 133.10 | |||||||||||||
| CEO performance stock option grant(2) | 297,902 | $ | 295.63 | $ | 73.85 | — | $ | — | $ | — | |||||||||||||
| Total stock options awards granted | 511,713 | 200,693 |
(1) Our annual grant of employee stock options during the first quarter of each fiscal year makes up the majority of our employee stock options granted under the LTIP in each fiscal year. The annual grant on November 3, 2025, of 213,811 vests 25% annually on the anniversary date of the grant and are fully vested after four years. The annual grant on November 1, 2024, of 200,693 vests 20% annually on the anniversary date of the grant and are fully vested after five years.
(2) Reflects a grant to our CEO on September 22, 2025 of PSOs as part of his May 28, 2025 employment agreement. The PSOs vest if, during the performance period ending on the fifth anniversary of the grant date, our common stock achieves a 30-day trailing volume-weighted average price ("VWAP") equal to or greater than 150% of the 30-day trailing VWAP ending on the grant date. Options are not exercisable before the third anniversary of the grant date. These options expire ten years from the grant date.
We used the lattice model and Monte Carlo model to estimate the grant date fair value of the November 3, 2025 annual employee stock option grant and the September 22, 2025 CEO PSO grant, respectively. The following table presents the grant information and model assumptions:
| Annual Employee Grant | Performance Option Grant | |||||||
| Employee Grant Details | November 3, 2025 | September 22, 2025 | ||||||
| Stock options granted | 213,811 | 297,902 | ||||||
| Estimated fair value | $75.34 | $73.85 | ||||||
| Exercise price | $264.57 | $295.63 | ||||||
| Assumptions | ||||||||
| Risk-free interest rate | 3.61% - 4.16% | 4.08 | % | |||||
| Expected volatility | 27.57 | % | 24.72 | % | ||||
| Dividend yield | 1.32% | 0.90% | ||||||
| Expected life (years) | 6.33 | 5.00 | ||||||
Employee Restricted Stock Awards
Our annual grant of employee Restricted Stock Awards during the first quarter of each fiscal year makes up the majority of our employee Restricted Stock Awards granted under the LTIP in each fiscal year. These awards entitle the holders to shares of common stock as the Restricted Stock Awards vest. For unvested Restricted Stock Awards, holders are not entitled to dividends declared on the underlying shares.
The following table presents the employee Restricted Stock Awards granted under the LTIP for the three months ended November 30, 2025 and November 30, 2024:
| Three Months Ended | |||||||||||||||||
| November 30, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Shares | Weighted Average Grant Date Fair Value Per Award | Shares | Weighted Average Grant Date Fair Value Per Award | ||||||||||||||
| RSUs granted(1) | 235,349 | $ | 260.95 | 76,448 | $ | 445.89 | |||||||||||
| PSUs granted(2) | 65,717 | $ | 258.46 | 33,756 | $ | 445.97 | |||||||||||
| Performance adjustment - PSUs(3) | — | $ | — | 7,364 | $ | 424.01 | |||||||||||
| Total Restricted Stock Awards | 301,066 | 117,568 |
(1) Includes the annual employee grant on November 3, 2025, of 169,049 RSUs and a one-time grant to our CEO on September 22, 2025 of 58,332 RSUs. Both grants vest 25% annually on the anniversary date of the grant and are fully vested after four years. The annual employee grant on November 1, 2024, of 76,448 RSUs vests 20% annually on the anniversary date of the grant and are fully vested after five years.
(2) PSUs granted during the three months ended November 30, 2025, include the annual employee grant on November 3, 2025, of 43,281 PSUs, and a one-time grant to our CEO on October 1, 2025, of 22,436 PSUs. PSUs granted during the three months ended November 30, 2024 includes the annual employee grant on November 1, 2024 of 33,756 PSUs. Each grant cliff vests on the third anniversary of the grant date, subject to the achievement of certain performance metrics, with an achievement range from 0% to 200%. The ultimate number of common shares that may be earned pursuant to our PSU awards depends on the level of our achievement of stated financial performance objectives.
(3) Additional PSUs were granted during the first quarter of fiscal 2025 based on performance above the specified target level of achievement for PSUs granted on November 1, 2021.
Stock-based Awards Available for Grant
As of November 30, 2025, we had 2.1 million employee stock-based awards available for grant under the LTIP and 0.2 million non-employee director stock-based awards available for grant under the Director Plan.
In accordance with the LTIP and Director Plan, each Restricted Stock Award granted or canceled/forfeited is equivalent to 2.5 shares deducted from or added back to, respectively, the aggregate number of stock-based awards available for grant.
15. SEGMENT INFORMATION
Operating segments are defined as components of an enterprise that have the following characteristics: (i) they engage in business activities from which they may earn revenue and incur expense, (ii) their operating results are regularly reviewed by the chief operating decision maker ("CODM") for resource allocation decisions and performance assessment, and (iii) their discrete financial information is available. Our CEO functions as our CODM.
We have three operating segments: Americas, EMEA and Asia Pacific. This is how our CODM manages our business and the geographic markets in which we operate. These operating segments are consistent with our reportable segments.
The Americas segment primarily sells to clients throughout North, Central, and South America. The EMEA segment primarily sells to clients in Europe, the Middle East, and Africa. The Asia Pacific segment primarily sells to clients in Asia and Australasia. Segment revenues reflect sales to our clients based on the geographic region where the sale originated.
Each segment records expenses related to its individual operations with the exception of expenditures associated with our data centers, third-party data costs and corporate headquarters charges, which are recorded by the Americas segment and are not allocated to the other segments. The expenses incurred at our global centers of excellence ("COEs"), primarily located in India and the Philippines, are allocated to each segment based on their respective percentage of revenues as this reflects the benefits provided to each segment.
Intercompany revenue and expense amounts have been eliminated within each segment in order to report on the basis that management uses internally for evaluating segment performance.
The following tables reflect the results of operations of our segments:
| (in thousands) | ||||||||||||||
| For the three months ended November 30, 2025 | Americas | EMEA | Asia Pacific | Total | ||||||||||
| Revenues | $ | 396,176 | $ | 149,517 | $ | 61,928 | $ | 607,621 | ||||||
| Operating expenses(1) | 317,643 | 81,363 | 16,544 | 415,550 | ||||||||||
| Operating income | $ | 78,533 | $ | 68,154 | $ | 45,384 | $ | 192,071 | ||||||
| Total other income (expense), net | (1,958) | |||||||||||||
| Income before income taxes | $ | 190,113 | ||||||||||||
| Other segment disclosures | ||||||||||||||
| Depreciation and amortization | $ | 39,767 | $ | 2,285 | $ | 2,096 | $ | 44,148 | ||||||
| Stock-based compensation | $ | 14,765 | $ | 2,459 | $ | 1,233 | $ | 18,457 | ||||||
| Capital expenditures(2) | $ | 23,741 | $ | 5,201 | $ | 1,905 | $ | 30,847 | ||||||
| For the three months ended November 30, 2024 | Americas | EMEA | Asia Pacific | Total | ||||||||||
| Revenues | $ | 367,242 | $ | 143,725 | $ | 57,700 | $ | 568,667 | ||||||
| Operating expenses(1) | 285,444 | 74,687 | 17,201 | 377,332 | ||||||||||
| Operating income | $ | 81,798 | $ | 69,038 | $ | 40,499 | $ | 191,335 | ||||||
| Total other income (expense), net | (11,596) | |||||||||||||
| Income before income taxes | $ | 179,739 | ||||||||||||
| Other segment disclosures | ||||||||||||||
| Depreciation and amortization | $ | 31,931 | $ | 1,931 | $ | 1,855 | $ | 35,717 | ||||||
| Stock-based compensation | $ | 10,417 | $ | 2,089 | $ | 1,086 | $ | 13,592 | ||||||
| Capital expenditures(2) | $ | 24,954 | $ | 375 | $ | 545 | $ | 25,874 | ||||||
(1) Operating expenses consist of Cost of services and SG&A costs.
(2) Capital expenditures include purchases of PPE and capitalized internal-use software.
Segment Total Assets
The following table reflects the total assets for our segments as of November 30, 2025 and August 31, 2025:
| (in thousands) | November 30, 2025 | August 31, 2025 | ||||||
| Americas | $ | 3,557,563 | $ | 3,523,467 | ||||
| EMEA | 502,417 | 610,364 | ||||||
| Asia Pacific | 160,804 | 170,441 | ||||||
| Total assets | $ | 4,220,784 | $ | 4,304,272 |
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