Item 1A. RISK FACTORS

Except for the risk factor discussed below, there are no material changes from risk factors as previously disclosed in our Annual Report on Form 10-K, filed with the SEC on February 25, 2026. We urge you to read the risk factors contained therein.

Our artificial intelligence (‘AI’) acceleration plan (the ‘Plan’), or other activities we may from time to time undertake that impact our workforce, technology or processes could have adverse effects on the Company and may not achieve the intended benefits.

The Plan, described in more detail in this Quarterly Report on Form 10-Q under Note 20 – Subsequent Event within Part I, Item 1 ‘Financial Statements,’ and Part II, Item 5 ‘Other Information,’ may not be successful. Programs such as the Plan, or similar transformation activities we may undertake in the future impacting our workforce, technology or processes, create significant risks, including exacerbating risks to the Company as we discussed in our Risk Factors within Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Among other things, the implementation of the Plan, as well as our regular ongoing transformation or cost reduction activities (including in connection with the integration of acquired businesses), may reduce or restructure some roles, adversely impact other resources, significantly change processes and/or distract our available human capital assets, which could slow the anticipated platform enhancements, technology optimization and improvements in our products and services, adversely affect our ability to effectively respond to clients, harm our ability to generate revenue growth and/or limit our ability to address client demands effectively, efficiently and on the desired timelines. Implementation of AI initiatives may not achieve planned benefits, further our strategic goals or strengthen our competitive position, and they can create significant operational risks, such as potential correlated errors and omission liability from AI not operating as intended, regulatory, privacy or other compliance exposures, intellectual property challenges, cyber-security exposures, operational resilience challenges from reliance on AI tools or vendors, and potential reputational damage. There can be no assurance that our intended governance processes will sufficiently mitigate risks, especially given the complexity and scale of the Plan and the limited time to implement. We also may not successfully manage human capital challenges and implement cultural changes needed to achieve the Plan goals, and retention or engagement of key employees could suffer as the Plan is implemented. In addition, delays in implementing planned actions or other productivity improvements, unexpected costs or other problems with planned initiatives, or failure to meet targeted improvements may diminish the operational or financial benefits we realize from such actions. Moreover, we can provide no assurance that we will realize the expected savings in the amounts or on the timeline currently anticipated. Any of the circumstances described above could adversely impact our business and results.

ITEM 2. UNREGISTERED SALES OF EQUI****TY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

On May 20, 2026, in connection with the acquisition of Newfront, the Company issued an aggregate of 2,804.205 restricted stock units (‘RSUs’) to trusts established by certain key employees of Newfront, subject to further vesting and transfer restrictions. The securities were issued without registration in reliance on Section 4(a)(2) of the Securities Act as a sale by the Company not involving a public offering.

(c) Issuer Purchases of Equity Securities

The Company is authorized to repurchase shares, by way of redemption or otherwise, and will consider whether to do so from time to time, based on many factors, including market conditions. There are no expiration dates for these repurchase plans or programs.

On July 28, 2026, the board of directors approved a $1.5 billion increase to the existing share repurchase program and on September 16, 2025, approved a $1.5 billion increase to the existing share repurchase program. These increases brought the total approved authorization, since the announcement of the program on April 20, 2016, to $13.2 billion.

The following table presents specified information about the Company’s repurchases of its shares in the second quarter of 2026 and the Company’s remaining repurchase authority.

At June 30, 2026 the maximum number of shares that may yet be purchased under the existing share repurchase plan is 2,072,893, with approximately $542 million remaining on the current open-ended repurchase authority granted by the board. An estimate of the maximum number of shares under the existing authorities was determined using the closing price of our ordinary shares on June 30, 2026 of $261.37.

ITEM 3. DEFAULTS UPO****N SENIOR SECURITIES

None.

ITEM 4. MINE SAF****ETY DISCLOSURES

Not applicable.