CNXC 10-K & 10-Q changes, risk factors and insider trading

This section discusses the most significant factors that could affect our business, results of operationsoperations, and financial condition. You should carefully consider the following risks and the other information contained in this Annual Report on Form 10-K in evaluating our company and our common stock. If any of the risks discussed below occur, our business, financial condition, results of operations, or liquidity could be materially adversely affected and, as a result, the trading price of our common stock could decline. The risks described below are not the only ones we face. Additional risks not presently known to us or that we currently deem immaterial may also harm our business, results of operations, or financial condition.

Historically, our revenue and operating results have fluctuatedfluctuated, and we anticipate that in the future they will continue to fluctuate, which could adversely affect the enterprise value of our Company and the trading value of our common stock.

Our operating results have fluctuated and will likely fluctuate in the future as a result of many factors, including:

•global macroeconomic conditions, including: economic slowdowns or recessions, consumer demand, interest rate and currency rate fluctuations, inflation and supply chain disruptions; public health crises, political or social unrest, and military conflicts, including the conflicts in Ukraine and Gaza,Gaza and tensions between India and Pakistan, and their impact on the global economy; tariffs and international trade negotiations, such as between the U.S. and China andChina, between China and India; a U.S. federal government shutdown or budget disruptions; and market volatility, including as a result of political leadership in certain countries;

Although we attempt to control our expense levels, our expenses are based, in part, on anticipated revenue. We may be unable to reduce spending in a timely manner to compensate for an unexpected decrease in revenue. Our future operating results may be below our expectations or those of our public market analysts or investors, which would likely cause the trading price of our common stock to decline.

Our business is heavily dependent upon information technology networks and systems. Internal or external attacks on our networks and systems or those of our clientsclients, partners, or vendors, including through phishing, password attacks, and ransomware, other malware, or the increased use of emerging AI technologies, could significantly disrupt our operations and impede our ability to provide critical solutions and services to our clients and their customers, subjecting us to liability under our contracts and damaging our reputation. Cybercriminals,Cybercriminals and other threat actors, including those supported by nation states, political activists, and organized crime, are well organized and increasingly sophisticated, and we expect they will continue to seek out and attempt to exploit vulnerabilities in our and our clients’ networks and systems.

We represent our clients in certain critical operations of their business processes such as sales, marketing, and customer support and manage large volumes of customer information and confidential data. As a result, our business involves the use, storage, and transmission of information about not only our staff, but also our clients and the customers of our clients. While we take measures to protect the security of, and prevent unauthorized access to, our networks and systems and personal and proprietary information, the security controls for our networks and systems, as well as other security practices we follow, may not prevent improper access to, or disclosure of, personally identifiable or proprietary information. If we fail to implement or adhere to or successfully implement effective internal controls and other processes, technology, and training to protect our networks and systems and the information that we store, our clients experience disruptions in their systems or operations, or the confidentiality of data is compromised by a malicious actor, our client relationships may suffer, and we may face negative publicity, significant remediation costs, and possible legal or regulatory action.

When our staff or contractors fail to adhere to theour and our clients’ controls and processes we and our clients have established,processes, we may be subject to financial liability or our client relationships or reputation may suffer.

We depend on our staff and contractors to deliver our services to our clients and adhere to the controls and processes we and our clients have established. Although we believe our controls are effective and we require all staff to be trained in cybersecurity, fraud awareness, and their responsibilities under our Code of Ethical Business Conduct, with a team of approximately 450,000,455,000, we cannot prevent all misconduct. When any of our staff or contractors negligently disregards or intentionally breaches our or our client’s established controls or processes, whether acting alone or in collusion with other internal or external parties, we could be subject to monetary damages, fines, or criminal prosecution. In the past, we have experienced, and in the future, we may again experience, data security incidents resulting from unauthorized access to our and our service providers’ systems and unauthorized acquisition of our data and our clients’ data. Unauthorized disclosure of sensitive or confidential information of our clients or our clients’ customers or financial loss by our clients or our clients’ customers as a result of our staff’s negligence, fraud, misappropriation, or unauthorized access to or through our information systems or those we develop for clients could result in negative publicity, loss of clients, legal liability, and damage to our reputation, business, results of operations, and financial condition.

Uncertainty around, and disruption from, new and emerging technologies, including the increased adoption and utilization of GenAI,GenAI and agentic AI, may result in risks and challenges that could impact our business.

We have and will continue to utilize new and emerging technologies, including AIAI, GenAI, and GenAI,agentic AI, in our solutions and services. As with many innovations, AI technologies and GenAIsolutions present risks and challenges that could significantly disrupt our business model. AI algorithms, training methodologies, or datasets may be flawed or contain insufficient, biased, or inaccurate information. As these technologies evolve, some lower complexity services currently performed by our game-changers have been and may continue to be replaced by tools deployed by clients. If we do not execute on our technology strategy effectively, including with respect to AI and GenAI, this could result in loss of revenue and reduced margins.

Our success depends, in part, on our ability to continue to acquire, develop, and implement solutions that meet the evolving needs of our clients. The rapid evolution of AI and GenAI technologies requires us to expend resources to develop, test, and implement solutions that utilize AIAI, agentic AI, and GenAI effectively, which has and may continue to lead us to incur significant expense to maintain a competitive advantage within the industry. We will also be required to attract, motivate, and retain top professionals with the skills necessary to execute our strategy relating to AI,AI GenAItechnologies and solutions and other emerging technologies. If we do not employ new technologies, including agentic AI and GenAI, as quickly or efficiently as our competitors, if our competitors develop more cost-effective or client-preferred technologies, it could have a material adverse effect on our ability to win and retain business from clients, which would adversely affect our business.

As we expand our services, products, and solutions into new areas, we may be exposed to operational, legal, regulatory, ethical, technological and other risks specific to such new areas, which may negatively affect our reputation and demand for our services and solutions. The regulatory landscape surrounding AI and GenAI technologies is evolving, and the ways in which these technologies will be regulated by governmental authorities, self-regulatory institutions, or other regulatory authorities remainsremain uncertain and may be inconsistent from jurisdiction to jurisdiction. Several jurisdictions in which we operate are considering or have proposed or enacted legislation and policies regulating AI and non-personal data, such as the European Union’s AI Act andAct, the U.S.’s Executive Order on AI.AI, and California’s Transparency in Frontier Artificial Intelligence Act. Such regulations may result in significant operational costs to modify, maintain, or align our business practices, or constrain our ability to develop, deploy, or maintain these technologies.

The CX solutions industry and other adjacent markets we operate in are highly competitive, highly fragmented, and subject to rapid change. We believe that the principal competitive factors in the markets in which we operate are breadth and depth of process and domain expertise, service quality, ability to tailor specific solutions to the needs of clients and their customers, the ability to attract, train, and retain qualified staff, cybersecurity infrastructure, compliance rigor, global delivery capabilities, pricing, partnerships, and marketing and sales capabilities. We compete for business with a variety of companies, including in-house operations of existing and potential clients. If our clients place more focus in this area or utilize new or emerging technologies to internalize these operations, the size of the available market for third-party service providers like us could reduce significantly. Similarly, if competitors offer their services at lower prices to gain market share or provide services that gain greater market acceptance than the services we offer or develop, the demand for our services may decrease. Specialized providers or new entrants can enter markets by developing new products, systems, or services that could impact our business. The opportunity for new entrants in our industry may expand as digital engagement and offerings increase in importance. New competitors, new strategies by existing competitors or clients, and consolidation among clients or competitors could result in significant market share gain by our competitors, which could have an adverse effect on our revenue.

Some emerging technologies, including AI, GenAI, RPA, ML, VOC, IVR, and IoT, may cause an adverse shift in the way certain of our existing business operations are conducted, including by replacing or supplementing human contacts with automated or self-service options, changing client expectations on pricing and pricing models, or by decreasing the size of the available market. We may be unsuccessful at anticipating or responding to new developments on a timely and cost-effective basis, and our use of technology may differ from accepted practices in the marketplace. Certain of our solutions may require lengthy and complex implementations that can be subject to changing client preferences and continuing changes in technology, which can increase costs or adversely affect our business.

The inability to successfully execute on our strategy and deliver value for our clients could harm our client relationships and reputation, which in turn could adversely affect our revenue and our results of operations.

Our strategy focuses on being a leading global technology and services provider that powers our clients’ brand experiences and digital operations. Our success depends, in part, on our ability to continue to acquire, develop, and implement products, services, and solutions that anticipate and respond to rapid and continuing changes in technology and offerings to serve the evolving needs of our clients and their customers. We continue to invest in technology and in our digital capabilities to pursue this strategy. If we are unable to successfully deliver to our clients thea differentiated combination of solutions, products, and services thatto weour believe we offer,clients, or our solutions do not achieve the desired outcomes, our client relationships and reputation may suffer, which could result in a loss of business with existing clients and hinder our ability to engage new clients. We may also incur significant expenses in an effort to keep pace with clients’ preferences for technology or to gain a competitive advantage through technological expertise or new technologies. If we cannot offer new technologies as quickly or efficiently as our competitors, our competitors develop more cost-effective or client-preferred technologies, or market acceptance and adoption of our technologies is less than anticipated, it could have a material adverse effect on our ability to obtain and complete client engagements, which could adversely affect our business.

Our client contracts typically include provisions that, if triggered, could impact our profitability. For example, many of our contracts may be terminated with limited notice for any reason and, to the extent our clients terminate these contracts, we could experience unexpected fluctuations in our revenue and operating results from period to period. Additionally, some contracts have performance-related bonus or penalty provisions, whereby we receive a bonus if we satisfy certain performance levels or pay a penalty for failing to do so. Such performance-related conditions are based on metrics that measure customer satisfaction and the quality, quantity, and efficiency of our handling of the client’s customer interactions across multiple channels. Generally, performance-related bonus or penalty provisions account for less than 1% of our annual revenue in the aggregate. However, whether we receive a bonus or are required to pay a penalty varies with our performance and may cause fluctuations in our financial results. In addition, our clients may not guarantee a minimum volume; however, we hire staff based on anticipated volumes.

In addition, our clients may not guarantee a minimum volume or be able to provide us with realistic forecasts; generally, we hire staff based on anticipated volumes. The reliability of client forecasts and anticipating client demand is critical to managing our utilization and we can provide no assurance we will be able to anticipate client demand or effectively manage our utilization. If we fail to anticipate volumes correctly, our operations and financial results may suffer. A reduction of volumes,volumes and margins, loss of clients, payment of penalties, failure to receive performance-related bonuses, or inability to terminate any unprofitable contracts could have an adverse impact on our results of operations and financial condition.

We depend on a variety of third parties to enable us to deliver services to our clients, including communications services providers, information technology systems and network providers, electric and other utility providers, transportation providers, and recruiting firms. Although we believe we have a rigorous procurement process to evaluate our vendors and service providers, we depend on these third parties to maintain the confidentiality, availability, and integrity of the products and services they provide. These third parties can damage our reputation or cause financial loss through cybersecurity or data privacy breaches, inadequate information technology infrastructure, insufficient or defective updates to software, non-conformance to servicing standards,standards or our Supplier Code of Conduct, or financial distress that disrupts business operations.

Moreover, with a significant reliance on remote staff, we depend on the communications and other service providers necessary for our staff to perform their work from our facilities and their homes. Power or communications failures could interrupt the operations of our facilities or the ability of our staff to work remotely. Natural disasters, severe weather events, or labor disputes that disrupt transportation services could limit the ability of our staff to reach our facilities or increase the cost of transportation services that we procure for our staff in certain countries. Any prolonged disruption in the operations of our facilities or the ability of our remote staff to deliver services to our clients and their customers, whether due to technical difficulties, power failures, threats to homes or health, or any other reason, could cause service interruptions or reduce the quality level of services that we provide and harm our operating results.

Our business is subject to many laws and regulatory requirements in the United States and the other countries and jurisdictions in which we operate, covering matters that include but are not limited to: data privacy; labor matters, including immigration and equal employment opportunity (“EEO”) compliance; the Foreign Corrupt Practices Act and other anti-corruption and anti-money laundering laws; taxation; securities and insider trading; the use of AI; healthcare, including HIPAA compliance; banking; outsourcing; consumer protection, including the method and timing of placing outbound telephone calls and the recording or monitoring of telephone calls; collections activities; insurance claims administration; gaming licensing; money transmission; internal and disclosure control obligations; governmental affairs; and trade restrictions, sanctions and tariffs.

Many of these regulations, including those related to data privacy, AI, climate-related disclosures, labor matters, and anti-corruption, change frequently and may conflict among the various jurisdictions and countries in which we provide services. The pace of regulatory change in these areas has accelerated in recent years. The EU GDPR and the UK GDPR, the Corporate Sustainability Reporting Directive (“CSRD”), the AI Act, and the Digital Operational Resilience Act and Network and Information Security 2 Directive in Europe, the SEC’s recently adopted climate disclosure and cybersecurity disclosure rules, the Data Privacy Act in the Philippines, the Digital Personal Data Protection Act in India, the California Consumer Privacy Act, the California Climate Corporate Data Accountability Act and Climate-Related Financial Risk Act, and other similar laws have resulted, and will continue to result, in increased compliance costs, and the failure to comply with these laws can result in significant monetary penalties. For example, fines of up to 4% of an entity’s annual global revenue can be imposed for violations of the GDPR. We expect that the regulatory burden associated with compliance with privacy laws will continue to expand as more jurisdictions adopt privacy laws with different requirements, and as laws governing the use of GenAIAI are adopted by more jurisdictions.

In addition, changes in the policies or laws of the United States or other countries or jurisdictions resulting in, among other things, higher taxation, limitations on the ability ofof, or increased costs for, companies to utilize offshore outsourcing, currency conversion limitations, restrictions on fund transfers, or the expropriation of private enterprises, could reduce the anticipated benefits of our global operations. Any actions by countries in which we conduct business to reverse policies that encourage international trade or investment could also adversely affect our business.

The success of our operations and the quality of our services are also highly dependent on our ability to attract and retain skilled personnel in all of our global delivery centers. We face competition in hiring, retaining, developing, and motivating talented and skilled leaders and staff with domain experience, and we have, at times, struggled to hire sufficient technical talent to meet the demand for our services. GenAIGenAI, agentic AI, and other technological advancements may further impact our ability to attract and retain sufficient personnel with the required new capabilities and skill sets. Challenges resulting from changes in immigration policies, current and future restrictions on the availability of visas, or delays in the issuance of visas could impair our ability to employ skilled professionals. Our industry is also characterized by high staff attrition rates. Any increase in our staff turnover rate could increase recruiting and training costs, decrease operating effectiveness and productivity, and potentially impact our relationship with our key clients and other employees. Potential labor organizing and works council negotiations in certain of the countries in which we do business could also contribute to rising costs or otherwise disrupt our business.

We have historically pursued, and in the future expect to pursue, acquisitions of, or investments in, businesses, technologies, and assets in new or existing markets, either within or outside the CX solutions industry, that complement or expand our existing business. For example, in September 2023, we completed our combination with Webhelp, a leading provider of CX solutions, for aggregate consideration of approximately $3.8 billion, consisting of cash, stock, and a note payable to sellers.solutions. We incurred significant transaction costs related to our combination with Webhelp and will continue to incur significant integration-related fees andincluding costs related to our ongoing integration, including facilities and systems consolidation costs and staff-related costs.integration.

Our acquisition strategy, including our combination with Webhelp,strategy involves a number of risks, including:

We may incur additional costs and certain redundant expenses in connection with our acquisitions and investments, which may have an adverse impact on our operating margins. Future acquisitions may result in dilutive issuances of equity securities, the incurrence of additional debt, large asset write-offs, a decrease in future profitability, or future losses. For example, we have recorded substantial goodwill and amortizable intangible assets as a result of our past acquisitions, and in the future we could be required to record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill or intangible assets was determined, negatively impacting our results of operations. The incurrence of debt in connection with any future acquisitions could restrict our ability to obtain working capital or other financing necessary to operate our business. Our recent and future acquisitions or investments, including our combination with Webhelp,investments may not be successful, and if we fail to realize the anticipated benefits of these acquisitions or investments, our business and operating results could be harmed.

Concentrix is a global technology and services leader that powers our clients’exceptional brand experiences and digital operations.operations for more than 2,000 clients across the globe. We design, build, and run fully integrated, end-to-end solutions, including customer experience (“CX”) process optimization, technology innovation and design engineering, front- and back-office automation, analyticsanalytics, and business transformation services to clients in five primary industry verticals. Our differentiated portfolio of solutions supports Fortune Global 500 as well as new economy clients across the globe in their efforts to deliver an optimized, consistent brand experience across all channels of communication, including voice, chat, email, generativeGenAI- and agentic AI-powered self service,self-service, social media, asynchronous messaging, and custom applications. We strive to deliver exceptional services globally supported by our deep industry knowledge, technology and security practices, talented people, and digital and analytics expertise.

We generate revenue from performing services and providing technology that areis generally tied to our clients’ products and services. Any shift in businessbusiness, demand, or the size of the market for our clients’ products or services, or any failure of technology or failure of acceptance of our clients’ products or services in the market may impact our business. The staff turnover rate in our business is high, as is the risk of losing experienced team members. High staff turnover rates may increase costs and decrease operating efficiencies and productivity. For more information on the risks associated with our business, please see “Risk Factors” in this Annual Report on Form 10-K.

On September 25, 2023, we completed our acquisition (the “Webhelp Combination”) of all of the issued and outstanding capital stock (the “Shares”) of Marnix Lux SA (“Webhelp”), from the holders thereof (the “Sellers”). The purchase consideration for the acquisition of the Shares iswas valued at approximately $3,774.8 million, net of cash and restricted cash acquired.

Our cost of revenue consists primarily of personnel costs related to the delivery of our technology and services. The costs of our revenue can be impacted by the mix of client contracts, where we deliver the technology and services, additional lead time for programs to be fully scalablescalable, and transition and initial set-up costs. Our cost of revenue as a percentage of revenue has also fluctuated in the past, based primarily on our ability to achieve economies of scale, the management of our operating expenses, and the timing and costs incurred related to our acquisitions and investments.

In fiscal years 20242025 and 2023,2024, approximately 88%89% and 82%,88%, respectively, of our consolidated revenue was generated from our non-U.S. operations, and approximately 50%54% and 64%,50%, respectively, of our consolidated revenue was priced in U.S. dollars. We expect that a significant amount of our revenue will continue to be generated from our non-U.S. operations while being priced in U.S. dollars. As a result, weWe have certain client contracts that are priced in non-U.S. dollar currencies for which a substantial portion of the costs to deliver the services are in other currencies. Accordingly, our revenue may be earned in currencies that are different from the currencies in which we incur corresponding expenses. Fluctuations in the value of currencies, such as the Philippine peso, the Indian rupee, the euro,Egyptian pound, the Columbian peso, and the Canadian dollar, against the U.S. dollar or other currencies in which we bill our clients, and inflation in the local economies in which these delivery centers are located, can impact the operating and labor costs in these delivery centers, which can result in reduced profitability. As a result, our revenue growth, costs, and profitability have been impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates and inflation.

Our gross margins fluctuate and can be impacted by the mix of client contracts, services provided, shifts in the geography from which our technology and services are delivered, client volume trends, the amount of lead time that is required for programs or services to become fully scaled, and transition and set-up costs. Our operating margin fluctuates based on changes in gross margins as well as overall volume levels, as we are generally able to gain scale efficiencies in our selling, general and administrative costs as our volumes increase.

The industry in which we operate is competitive, including on the basis of pricing terms, delivery capabilities and quality of services. Further, there can be competitive pressure for labor in various markets, which could result in increased labor costs. Accordingly, we could be subject to pricing and labor cost pressures and may experience a decrease in revenue and operating income. Our business operates globally in over 7074 countries across six continents. We have significant concentrations in the Philippines, India, Egypt, Brazil, Türkiye, the United States, Egypt, Türkiye, Colombia, Malaysia, Morocco, China, South Africa, the United Kingdom, and elsewhere throughout EMEA, Latin America, and Asia-Pacific. Accordingly, we wouldhistorically have and expect to continue to be impacted by economic strength or weakness in these geographies and by the strengthening or weakening of local currencies relative to the U.S. dollar.

Service contracts are most significantly based on a fixed unit-price per transaction or other objective measure of output. Revenue on unit-price transactions is recognized over time using an objective measure of output such as staffing hours or the number of transactions processed by service advisors. Certain contracts may be based on a fixed price. Revenue on fixed price contracts is recognized over time using an input measure or on a straight line basis over the term of the contract as the services are provided based on the nature of the contract.

Certain client contracts include additional payments from the client based upon the achievement of certain agreed-upon service levels and performance metrics. Certain contracts also provide for a reduction in consideration paid to the Company in the event that certain agreed-upon service levels or performance metrics are not achieved. Revenue based on such arrangements is accounted for as variable consideration when the likely amount of revenue to be recognized can be estimated to the extent that it is unlikely that a significant reversal will occur.

As of November 30, 2024,2025, we had goodwill of $4,987.0$3,671.7 million recorded on our consolidated balance sheet. TheWe Company teststest goodwill for impairment annually at the reporting unit level inon the first day of the fiscal fourth quarter or more frequently if events or changes in circumstances indicate that it may be impaired. Impairment of goodwill is tested at the reporting unit level, which we have determined to be the same level as our single operating segment, and is the consolidated company. For purposes of the goodwill impairment test, the Companywe can elect to perform a quantitative or qualitative analysis. If the qualitative analysis is elected, goodwill is tested for impairment at the reporting unit level by performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. The factors that are considered in the qualitative analysis include: macroeconomic conditions; industry and market considerations; cost factors such as increases in labor, or other costs that would have a negative effect on earnings and cash flows; and other relevant entity-specific events and information.

If we elect to perform or are required to perform a quantitative analysis, then the reporting unit’s carrying value is compared to its fair value. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value and the excess is recognized as an impairment loss. As of September 1, 2024, the date of our annual impairment testing, we reconciled the fair value of our reporting unit to our market capitalization. The result of the analysis demonstrated that our reporting unit’s fair value was in excess of its carrying value.

Due to a decrease in our stock price subsequent to our annual impairment testing date that resulted in our market capitalization being less than the carrying value of our reporting unit prior to a control premium, we evaluated this as a potential indicator of impairment and performed an additional quantitative analysis later in the fourth quarter of 2024 (on November 1, 2024) to support the fair value of our reporting unit. The fair value of our reporting unit was consistently estimated using an equal weighting of the income and market valuation approaches. The income approach applied a fair value methodology to our reporting unit based on discounted cash flows. This analysis requires significant judgments and assumptions, including estimation of our future cash flows, which is dependent on internally developed forecasts, including future levels of revenue growth, and adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”), estimation of the long-term rate of growth for our businessmargin, and determination of a weighted average cost of capital, or a discount rate. The discount rate assumption is based on the overall after-tax rate of return required by a market participant whose weighted-average cost of capital includes both equity and debt, including a risk premium. The discount rate may be impacted by adverse changes in the macroeconomic environment, volatility in the equity and debt markets or other factors. We also applied a market approach. Under the market approach, we utilized a guideline public company method, which involves calculating valuation multiples based on financial data from comparable publicly traded companies and considerations of recent transactions in the technology industry. Multiples derived from these companies and transactions provide an indication of how much a knowledgeable investor in the marketplace would be willing to pay for a company. These multiples are then applied to the financial data for our reporting unit to arrive at an indication of fair value. The market multiple was applied to adjusted EBITDA. Based on our 2024 impairment assessment as described, the fair value of our reporting unit was determined to exceed the carrying value, resulting in no impairment to goodwill. The estimated fair value was in excess of the carrying value by approximately 10%.

We generate revenue by delivering our technology and services to our clients categorized in the above primary industry verticals. Our solutions focus on customer engagement, process optimization, and back-office automation.

Our cost of revenue increased by 36.0%3.6% in fiscal year 2024,2025, compared to fiscal year 2023,2024, primarily due to the increaseincreases in ourunderlying revenue and personnel costs relateddue to staff supporting acquired operations.volumes. These increases were partially offset by a $137.3$63.7 million, or 3.0%,1.0%, reduction in the cost of revenue due to changes in foreign currency translation.exchange rates. The foreign currency impacts on our cost of revenue were caused primarily by the weakening of theseveral Argentine peso, Egyptian pound, and Philippine pesocurrencies against the U.S. dollar. If the Webhelp Combination had occurred at the beginning of fiscal year 2023, our cost of revenue would have increased by 1.9% in fiscal year 2024.

Our gross profit increaseddecreased by 33.8%0.4% in fiscal year 2024,2025, compared to fiscal year 2023,2024, primarily due to the increasedecreases in revenuegross andprofit contributionsassociated fromwith acquiredunderlying operationsbusiness andpartially offset by a net favorable foreign currency impact of $71.0$64.8 million. Our gross margin percentage decreased from 36.2% in fiscal year 2023 to 35.9% in fiscal year 2024 andto was35.0% affectedin byfiscal year 2025 due to the mixchanges ofto geographiesrevenue whereand ourgross servicesprofit werepreviously delivered.described.

Our selling, general and administrative expenses consist primarily of support personnel costs such as salaries, commissions, bonuses, employee benefitsbenefits, and share-based compensation costs. Selling, general and administrative expenses also include the cost of our global delivery facilities, utility expenses, hardware and software costs related to our technology infrastructure, legal and professional fees, depreciation on our technology and facility equipment, amortization of intangible assets resulting from acquisitions, marketing expenses, and acquisition-related and integration expenses.

Operating Income (Loss)

Our operating marginincome decreased(loss) changed during fiscal year 2024,2025, compared to fiscal year 2023,2024, primarily due to the impairment charges and a decrease in gross marginprofit, percentagepartially andoffset theby increasea decrease in selling, general and administrative expenses as a percentage of revenue.expenses.

Amounts recorded in interest expense and finance charges, net consist primarily of interest expense on our senior notes issued in August 2023, interest expense on term loan borrowings under our senior credit facility, which includes our revolver and term loans, including our three-year and five-year delayed draw term loans drawn on in September 2025, interest expense on borrowings under our accounts receivable securitization facility (the “Securitization Facility”), and interest expense on the promissory note issued by us to certain Sellers in connection with the Webhelp Combination (the “Sellers’ Note”), and financing expenses incurred in fiscal year 2023 associated with our commitment letter dated March 29, 2023 (the “Bridge Commitment Letter,” and the commitments pursuant to the Bridge Commitment Letter, the “Bridge Facility”), entered into in connection with the Webhelp Combination..

Other Expense (Income),Income, Net

Amounts recorded as other expense (income),income, net primarily include foreign currency transaction gains and losses other than cash flow hedges, investment gains and losses, the non-service component of pension costs, other non-operating gains and losses, and changes in acquisition contingent consideration related to the Webhelp Combination.

Our provision for income taxes and effective tax rate decreasedincreased for fiscal year 2024,2025, compared to fiscal year 2023,2024, primarily due to the geographical mix of incomeincome, capital loss generated in fiscal year 2024, and higherthe useeffect of net operating loss carryforwards, and a $12.3 million netforeign tax benefitrate relatedchanges toon certaindeferred legaltax entity restructuring activities.liabilities.

For the sixnine months ended MayAugust 31, 2026 and 2025, approximately 90% and 89%, respectively, of our consolidated revenue was generated from our non-U.S. operations, and approximately 52% and 55%,54%, respectively, of our consolidated revenue was priced in U.S. dollars. We expect that a significant amount of our revenue will continue to be generated from our non-U.S. operations while being priced in U.S. dollars. We have certain client contracts that are priced in non-U.S. dollar currencies for which a substantial portion of the costs to deliver the services are in other currencies. Accordingly, our revenue may be earned in currencies that are different from the currencies in which we incur corresponding expenses. Fluctuations in the value of currencies, such as the Philippine peso, the Indian rupee, the Egyptian pound, the Columbian peso, and the Canadian dollar, against the U.S. dollar or other currencies in which we bill our clients, and inflation in the local economies in which these delivery centers are located, can impact the operating and labor costs in these delivery centers, which can result in reduced profitability. As a result, our revenue growth, costs, and profitability have been impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates and inflation.

InFrom time to time since January 2025, the U.S. government beganhas imposing,imposed, or threateningthreatened to impose, new or increased tariffs on certain countries, materials, and industries, and in response, certain impacted countries have imposed or threatened various retaliatory tariffs or other trade restrictions on imports from the United States. The tariff environment remains dynamic, and we cannot predict with certainty the effect of future changes in global trade policy and tariffs on our clients’ operations and demand for our services in future periods.

During the three and sixnine months ended MayAugust 31, 2026, there were no material changes to our critical accounting policies and estimates previously disclosed in our Annual Report on Form 10-K for the fiscal year ended November 30, 2025.

Results of Operations – Three and SixNine Months Ended MayAugust 31, 2026 and 2025

Our revenue increaseddecreased by 3.6%1.2% for the sixthree months ended MayAugust 31, 2026, compared to the sixthree months ended MayAugust 31, 2025. The increasedecrease in revenue resulted primarily from decreases in our healthcare, technology and consumer electronics, and communications and media verticals partially offset by increases in revenue across our retail, travel and e-commerce, banking, financial services and insurance, communicationsretail, travel and mediae-commerce, and other verticals offset by decreases in our technology and consumer electronics and healthcare verticals. Foreign currency exchange rates had a positivenegative impact of $111.8$16.2 million, or 2.3%,0.7%, on revenue growth for the period. The favorableunfavorable foreign currency rate impact on revenue was primarily due to the strengtheningweakening of the euroTurkish lira against the U.S. dollar.

For the three months ended MayAugust 31, 2026, revenue in our technology and consumer electronics vertical decreased by 5.8%,10.0%, primarily due to decreases in revenue for certain larger clients in the vertical. Revenue in our retail, travel and e-commerce vertical increased by 9.8%,6.4%, primarily due to increases in revenue across the majority of clients in this vertical, including our largest clients in the vertical. Revenue in our communications and media vertical decreased by 0.2%,7.1%, primarily due to a decrease in revenue with a larger client in the vertical substantiallypartially offset by increases in revenue acrossfrom the majority ofcertain clients in the vertical. Revenue in our banking, financial services and insurance vertical increased by 12.6%,12.5%, primarily due to increases in revenue from the majority ofcertain clients in the vertical, including several of our largest clients in the vertical. Revenue in our healthcare vertical decreased by 13.9%,16.6%, primarily due to decreases in revenue from several larger clients in the vertical. Revenue in our other vertical increased by 1.6%,3.6%, primarily related to increases in revenue related to several larger clients in the vertical.

For the sixnine months ended MayAugust 31, 2026, revenue in our technology and consumer electronics vertical decreased by 4.6%,6.4%, primarily due to decreases in revenue forfrom certain larger clients in the vertical, partially offset by an increaseincreases in revenue withfrom acertain larger clientclients in the vertical. Revenue in our retail, travel and e-commerce vertical increased by 10.5%,9.1%, primarily due to increases in revenue across the majority of clients in this vertical, including our largest clients. Revenue in our communications and media vertical increaseddecreased by 2.9%,0.6%, primarily due to a decrease in revenue with a larger client in the vertical substantially offset by increases in revenue with the majority of clients in the vertical partially offset by a decrease in revenue with a larger client in the vertical. Revenue in our banking, financial services and insurance vertical increased by 14.0%,13.5%, primarily due to increases in revenue from the majority of clients in the vertical, including several larger clients in the vertical. Revenue in our healthcare vertical decreased by 9.7%,11.9%, primarily due to decreases in revenue from several larger clients in the vertical. Revenue in our other vertical increased by 4.8%,4.4%, primarily related to increases in revenue related to several larger clients in the vertical.

Our cost of revenue increaseddecreased by 4.5%1.4% in the three months ended MayAugust 31, 2026, compared to the three months ended MayAugust 31, 2025. Cost of revenue increaseddecreased $9.0$26.1 million, or 0.6%,1.6%, due to changes in foreign currency exchange rates, which was caused primarily by the strengtheningweakening of the euroTurkish lira and several other currencies against the U.S. dollar. CostAdditionally, lower wages and reduced temporary contract service costs contributed to the decrease in cost of revenuerevenue. alsoThese increaseddecreases $32.1were millionpartially dueoffset toby an increase inhigher restructuring expenses, primarily related to severance expensesand andother employee-related costs asresulting a result offrom the Company’sCompany's recent cost reduction initiatives. Further increases in cost of revenue resulted due to wage increases across certain countries.

Our cost of revenue increased by 6.6%3.8% in the sixnine months ended MayAugust 31, 2026, compared to the sixnine months ended MayAugust 31, 2025. Cost of revenue increased $62.7$36.6 million, or 2.0%,0.8%, due to changes in foreign currency exchange rates, which was caused primarily by the strengthening of the euro and several other currencies against the U.S. dollar. Cost of revenue also increased $47.2 million due to an increase in restructuring expenses, primarily related to severance expenses and employee-related costs as a result of the Company’s recent cost reduction initiatives. Further increases in cost of revenue resulted due tofrom wage increases across certain countries.

Our gross profit decreased by 2.9%0.7% in the three months ended MayAugust 31, 2026, compared to the three months ended MayAugust 31, 2025, primarily due to decreases in gross profit associated with underlying business. These decreases were mainly due to increases in cost of revenue associated with severance and employee-related costs as previously described. The decreases were partially offset by a net favorable foreign currency impact of $20.7$9.9 million on gross profit. Our gross margin percentage for the three months ended MayAugust 31, 2026 decreasedincreased to 33.4%34.6% from 35.1%34.4% in the prior fiscal year period due to the changes to revenue and gross profit previously described.

Our gross profit decreased by 1.8%1.5% in the sixnine months ended MayAugust 31, 2026, compared to the sixnine months ended MayAugust 31, 2025, primarily due to decreases in gross profit associated with underlying business. These decreases were mainly due tothe increases in cost of revenue associated with severance and employee-related costs as previously described. The decreases were partially offset by a net favorable foreign currency impact of $49.1$59.1 million on gross profit. Our gross margin percentage for the sixnine months ended MayAugust 31, 2026 decreased to 33.7%34.0% from 35.6%35.2% in the prior fiscal year period due to the changes to revenue and gross profit previously described.

Our selling, general and administrative expenses increased by 4.0%0.2% in the three months ended MayAugust 31, 2026, compared to the three months ended MayAugust 31, 2025. Contributing to the increase over the prior year period was an increase of $8.1$5.7 million related to restructuring expenses, which was offset by a reduction of $6.2 million due to changes in foreign currency exchange rates and $16.6 million related to restructuring expenses.rates. As a percentage of revenue, selling, general and administrative expenses increased from 28.9%28.5% in the secondthird fiscal quarter of 2025 to 29.6%28.9% in the secondthird fiscal quarter of 2026, primarily due to the changes previously described.

Our selling, general and administrative expenses increased by 5.2%3.5% in the sixnine months ended MayAugust 31, 2026, compared to the sixnine months ended MayAugust 31, 2025. Contributing to the increase over the prior year period was an increase of $36.8$30.6 million due to changes in foreign currency exchange rates, $18.3$24.0 million related to restructuring expenses and $6.9$8.4 million related to the loss on held for sale of a non-core business. As a percentage of revenue, selling, general and administrative expenses increased from 29.0%28.8% in the secondthird fiscal quarter of 2025 to 29.4%29.2% in the secondthird fiscal quarter of 2026, primarily due to the changes previously described.

Operating Income (Loss)

Our operating income (loss) decreased during the three and sixnine months ended MayAugust 31, 2026, compared to the three and sixnine months ended MayAugust 31, 2025, primarily due to the decreasenon-cash ingoodwill grossimpairment profit and the increase in selling, general and administrative expenses.charge.

Our operating margin decreased during the three and sixnine months ended MayAugust 31, 2026, compared to the three and sixnine months ended MayAugust 31, 2025, primarily due to the decreasenon-cash ingoodwill grossimpairment margin and the increase in selling, general and administrative expenses as a percentage of revenue.charge.

Amounts recorded in interest expense and finance charges, net consist primarily of interest expense on our senior notes, interest expense on term loan borrowings under our senior credit facility, interest expense on borrowings under our accounts receivable securitization facility (the “Securitization Facility”), and, for the three and sixnine months ended MayAugust 31, 2025, interest expense on the promissory note issued by us to certain sellers in connection with our combination with Webhelp (the “Sellers’ Note”).

The decrease in interest expense and finance charges, net for the three months ended MayAugust 31, 2026, compared to the three months ended MayAugust 31, 2025, was primarily due to lower interest expensesexpense due to less debt outstanding during the period in comparison to the prior year. This decrease in interest expense included $8.4$8.8 million of interest expense associated with the Sellers’ Note in the prior year period that did not recur in the current period as it was repaid in the fourth quarter of fiscal year 2025, partially offset by a net increase in interest expense associated with the Company’sour remaining borrowings in comparison to the prior year period, primarily related to our term loan borrowings.

The decrease in interest expense and finance charges, net for the sixnine months ended MayAugust 31, 2026, compared to the sixnine months ended MayAugust 31, 2025, was primarily due to lower interest expensesexpense due to less debt outstanding during the period in comparison to the prior year. This decrease in interest expense included $16.2$25.0 million of interest expense associated with the Sellers’ Note in the prior year period that did not recur in the current period as it was repaid in the fourth quarter of fiscal year 2025, partially offset by an increase of $6.3 million associated with our early redemption of $600.0 million principal amount of our senior notes due in August 2026 and a net increase in interest expense associated with the Company’sour remaining borrowings, primarily related to our term loan borrowings.

Other expense (income), net for the three months ended MayAugust 31, 2026 was incomeexpense of $42.1$4.6 million, compared to an expenseincome of $21.2$36.5 million for the three months ended MayAugust 31, 2025. The change in other expense (income), net over the prior fiscal year period was primarily due to a year-over-year decrease in net expenseincome of $55.8$34.6 million related to net changes in foreign currency transaction gains (losses), andan a decreaseincrease in net expense of $9.2$4.5 million related to changes in acquisition contingent consideration.consideration, and an increase in net expense of $2.1 million related to the non-service cost components of defined benefit cost.

Other expense (income), net for the sixnine months ended MayAugust 31, 2026 was income of $27.6$23.0 million, compared to an expenseincome of $16.3$20.2 million for the sixnine months ended MayAugust 31, 2025. The change in other expense (income), net over the prior fiscal year period was primarily due to a year-over-year decreaseincrease in net expenseincome of $39.3$4.6 million related to net changes in foreign currency transaction gains (losses) and, a decrease in net expense of $7.6$3.1 million related to changes in acquisition contingent consideration.consideration, and an increase in net expense of $5.6 million related to the non-service cost components of defined benefit cost.

Our provision for income taxes increaseddecreased for the three months ended MayAugust 31, 2026, compared to the three months ended MayAugust 31, 2025. The increasedecrease in expense was primarily due to anthe increasegeographic mix of worldwide income taxes and a decrease in income before taxes and an increase in the effective tax rate.taxes. The effective tax rate for the three months ended MayAugust 31, 2026 increaseddecreased compared to the three months ended MayAugust 31, 2025, primarily due to certainthe discrete items and a changedecrease in income before taxes related to the mixnon-cash ofgoodwill incomeimpairment earned in different tax jurisdictions between periods.charge.

Our provision for income taxes decreased for the sixnine months ended MayAugust 31, 2026, compared to the sixnine months ended MayAugust 31, 2025. The decrease in expense was primarily due to a decrease in income before taxes and a decrease in the effective tax rate. The effective tax rate for the sixnine months ended MayAugust 31, 2026 decreased compared to the sixnine months ended MayAugust 31, 2025, primarily due to the decrease in income before taxes related to the non-cash goodwill impairment charge and certain discrete items and a change in the mix of income earned in different tax jurisdictions between periods.items.

•Non-GAAP operating income, which is operating income,income (loss), adjusted to exclude impairment charge, acquisition-related, integration and restructuring expenses, step-up depreciation, amortization of intangible assets, loss on held for sale and share-based compensation.

•Non-GAAP net income, which is net income (loss) excluding the tax-effected impact of impairment charge, acquisition-related, integration and restructuring expenses, step-up depreciation, amortization of intangible assets, loss on held for sale, share-based compensation, certain debt costs, imputed interest related to the Sellers’ Note, certain legal settlement costs, change in acquisition contingent consideration and foreign currency losses (gains), net. Non-GAAP net income also excludes the income tax effect of certain tax law changes.

•Non-GAAP diluted earnings per common share (“EPS”), which is diluted EPS excluding the per share, tax-effected impact of impairment charge, acquisition-related, integration and restructuring expenses, step-up depreciation, amortization of intangible assets, loss on held for sale, share-based compensation, certain debt costs, imputed interest related to the Sellers’ Note, certain legal settlement costs, change in acquisition contingent consideration and foreign currency losses (gains), net. Non-GAAP EPS also excludes the per share income tax effect of certain tax law changes. Non-GAAP EPS also reflects a per share adjustment to exclude non-GAAP net income attributable to participating securities.

(1) For the three and sixnine months ended MayAugust 31, 2026, acquisition-related, integration and restructuring expenses primarily included restructuring costs associated with the Company’s recent cost reduction initiatives, including severance and employee-related costs. Restructuring expenses also included costs associated with facilities consolidation, including lease terminations. For the three and sixnine months ended MayAugust 31, 2025, acquisition-related, integration and restructuring costs primarily included integration costs associated with our combination with Webhelp and restructuring expenses. These costs primarily included severance and employee-related costs, costs associated with facilities consolidation, including lease terminations to integrate the businesses, and information technology system consolidation costs.

(2) For the sixnine months ended MayAugust 31, 2026, debt costs included debt extinguishment costs associated with our early redemption of $600.0 million of our senior notes due in August 2026. For the three and sixnine months ended MayAugust 31, 2025, debt costs included debt extinguishment costs associated with our Restated Credit Agreement and our voluntary prepayment of a portion of our outstanding term loans.

(3) For the three and sixnine months ended MayAugust 31, 2025, legal settlement costs consist of amounts incurred to settle certain litigation arising outside of the ordinary course of business.

Our primary uses of cash are working capital, capital expenditures to expand our delivery footprint and enhance our technology solutions, debt repayments,repayment, acquisitions, and acquisition-related and integration expenses. Our financing needs for these uses of cash have been a combination of operating cash flows and third-party debt arrangements. Our working capital needs are primarily to finance accounts receivable. When our revenue is increasing, our net investment in working capital typically increases. Conversely, when revenue is decreasing, our net investment in working capital typically decreases. To increase our market share and better serve our clients, we may further expand our operations through investments or acquisitions. We expect that such expansion would require an initial investment in working capital, personnel, facilities, and operations. These investments or acquisitions would likely be funded primarily by our existing cash and cash equivalents, available liquidity, including capacity on our debt arrangements, or the issuance of securities.

During the three months ended MayAugust 31, 2026, we did not repurchase any shares of our common stock under the share repurchase program. During the sixnine months ended MayAugust 31, 2026, we repurchased 1,081,121 shares of our common stock under the share repurchase program for approximately $43.2 million in the aggregate. During the three and sixnine months ended MayAugust 31, 2025, we repurchased 923,899783,698 and 1,463,7012,247,399 shares, respectively, of our common stock under the share repurchase program for approximately $45.3$41.6 million and $71.2$112.8 million, respectively, in the aggregate. At MayAugust 31, 2026, approximately $396.6 million remained available for share repurchases under the existing authorization from our board of directors.

On JuneSeptember 29, 2026, the Company announced a cash dividend of $0.36$0.37 per share to stockholders of record as of JulyOctober 24,23, 2026, payable on AugustNovember 4,3, 2026.

We used the net proceeds from the sale of the 2029 Notes, together with other available funds, to redeem $600.0 million of our 6.650% Senior Notes due 2026 (the “2026 Notes”), of which $800.0 million aggregate principal amount was outstanding immediately before giving effect to such redemption. We recorded debt extinguishment costs of $6.3 million associated with this early redemption of a portion of the 2026 Notes in the sixnine months ended MayAugust 31, 2026. On August 3, 2026, we redeemed all $200.0 million of the remaining aggregate principal amount of the 2026 Notes.

On August 2, 2023, we issued and sold (i) $800.0 million aggregate principal amount of the 2026 Notes, (ii) $800.0 million aggregate principal amount of 6.600% Senior Notes due 2028 (the “2028 Notes”) and (iiiii) $550.0 million aggregate principal amount of 6.850% Senior Notes due 2033 (the “2033 Notes” and, together with the 2026 Notes, 2028 Notes and 2029 Notes, the “Senior Notes”). The 2026 Notes, 2028 Notes and 2033 Notes were sold in a registered public offering pursuant to our Registration Statement on Form S-3, which became effective upon filing, and a Prospectus Supplement dated July 19, 2023, to a Prospectus dated July 17, 2023.

The Senior Notes were issued pursuant to, and are governed by, an indenture, dated as of August 2, 2023 (the “Base Indenture”), between Concentrix and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture dated as of August 2, 2023 between Concentrix and the Trustee relating to the 2026 Notes, a second supplemental indenture dated as of August 2, 2023 between Concentrix and the Trustee relating to the 2028 Notes, a third supplemental indenture dated as of August 2, 2023 between Concentrix and the Trustee relating to the 2033 Notes, and a fourth supplemental indenture dated as of February 24, 2026 between Concentrix and the Trustee relating to the 2029 Notes (such supplemental indentures, together with the Base Indenture, the “Indenture”). The Indenture contains customary covenants and restrictions, including covenants that limit Concentrix Corporation’s and certain of its subsidiaries’ ability to create or incur liens on shares of stock of certain subsidiaries or on principal properties, engage in sale/leaseback transactions or, with respect to Concentrix Corporation, consolidate or merge with, or sell or lease substantially all its assets to, another person. The Indenture also provides for customary events of default.

As of MayAugust 31, 2026 and November 30, 2025, the outstanding principal balance on our term loans was $1,837.5$1,818.8 million and $1,965.6 million. During the three and sixnine months ended MayAugust 31, 2026, we made required quarterly principal payments of $18.8 million and $28.1$46.9 million on our term loans. In addition, during the threenine months ended MayAugust 31, 2026, we voluntarily prepaid $100.0 million of the principal balance on our term loans, without penalty.

At MayAugust 31, 2026 and November 30, 2025, no amounts were outstanding under our Revolving Credit Facility.

As of MayAugust 31, 2026 and November 30, 2025, we were in compliance with the covenants related to our debt arrangements.

Cash Flows – SixNine Months Ended MayAugust 31, 2026 and 2025

The following summarizes our cash flows for the sixnine months ended MayAugust 31, 2026 and 2025, as reported in our consolidated statements of cash flows in the accompanying consolidated financial statements.

Net cash provided by operating activities was $174.7$442.9 million for the sixnine months ended MayAugust 31, 2026, compared to $237.9$462.7 million for the sixnine months ended MayAugust 31, 2025. The change over the prior year period was primarily duerelated to a decrease in net income,income prior to the non-cash impairment charge, an increase in payments for severance expenses, and unfavorable working capital changes.

Net cash used in investing activities for the sixnine months ended MayAugust 31, 2026 was $81.9$128.9 million, compared to $107.1$172.1 million for the sixnine months ended MayAugust 31, 2025. The change over the prior year period was primarily related to proceeds on the sale of property and equipment of $17.1 million during the sixnine months ended MayAugust 31, 2026 and a decrease of $22.4 million in capital expenditures.

Net cash used in financing activities for the sixnine months ended MayAugust 31, 2026 was $175.4$383.3 million, primarily consisting of repayment of the remaining $200.0 million aggregate principal amount outstanding of the 2026 Notes, principal payments of $128.1$146.9 million on the Company’sour term loan borrowings, share repurchases of $43.2 million, dividends paid of $46.2$69.3 million and change in funds held for clients of $21.5$3.3 million, all partially offset by net borrowings of $75.5$83.5 million under our Securitization Facility. The net proceeds from the issuance of $600.0 million aggregate principal amount of the 2029 Notes were used to redeem $600.0 million aggregate principal amount of the 2026 Notes.

Net cash used in financing activities for the sixnine months ended MayAugust 31, 2025 was $46.6$211.4 million, primarily consisting of principal payments of $150.0 million on theour term loans,loan borrowings, share repurchases of $71.2$112.8 million, dividends paid of $44.5$66.4 million, change in funds held for clients of $8.8$19.2 million, deferred acquisition consideration payments of $6.5 million, payments on other borrowings of $6.0$6.2 million, debt issuance costs of $4.8 million and a deferred acquisition consideration payment of $6.5 million, all partially offset by net borrowings of $154.0 million under our Securitization Facility of $247.0 million.Facility.

Our free cash flow was $72.6$293.8 million for the sixnine months ended MayAugust 31, 2026 compared to $131.5$291.3 million for the sixnine months ended MayAugust 31, 2025. The decreaseincrease in free cash flow for the sixnine months ended MayAugust 31, 2026 compared to the prior fiscal year period was due to the decrease in capital expenditures partially offset by the decrease in cash provided by operating activities partially offset by a decrease in capital expenditures.activities.

Our adjusted free cash flow was $97.7$316.0 million for the sixnine months ended MayAugust 31, 2026 compared to $160.5$339.3 million for the sixnine months ended MayAugust 31, 2025. The decrease in adjusted free cash flow for the sixnine months ended MayAugust 31, 2026 compared to the prior year period was due to a decrease in free cash flow and a decrease in the change in outstanding factoring balances.balances partially offset by an increase in free cash flow.

As of MayAugust 31, 2026, we had total liquidity of $1,504.6$1,485.3 million, which includes undrawn capacity on our Revolving Credit Facility of $1,100.0 million, undrawn capacity of $137.5$129.5 million under our Securitization Facility, and cash and cash equivalents, including cash held for sale.

Our cash and cash equivalents, including cash held for sale, totaled $267.1$255.8 million and $329.4 million as of MayAugust 31, 2026 and November 30, 2025, respectively. Of our total cash and cash equivalents, 97%98% and 98% were held by our non-U.S. legal entities as of both MayAugust 31, 2026 and November 30, 2025, respectively. The cash and cash equivalents held by our non-U.S. legal entities are no longer subject to U.S. federal tax on repatriation into the United States; repatriation of some non-U.S. balances is restricted by local laws. Historically, we have fully utilized and reinvested all non-U.S. cash to fund our international operations and expansions; however, we have recorded deferred tax liabilities related to non-U.S. withholding taxes on the earnings of certain previously acquired non-U.S. entities that are likely to be repatriated in the future. If in the future our intentions change, and we repatriate the cash back to the United States, we will report in our consolidated financial statements the impact of the state and withholding taxes depending upon the planned timing and manner of such repatriation.