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

Cybersecurity, Technology and Data Security Risks

SuccessfulUnauthorized access to prohibitedconfidential data andincluding client data, other cyber-attackscyber-attacks, and the failure of our cyber-security systems and procedures

InOur providingsize, scale and role in the financial markets increases our digital-enabledrisk productsfor cyber-attacks and servicesour exposure to clients,other wecyber-security relyrisks. onWe information technology infrastructure that is managed internally along with placing reliance onuse third-party service providers for certain critical functions. We and theseour third-party service providers are subject to the risks of system failuresfailures, security breaches and securitycyber-attacks, breaches, including cyber-attacks (such as those sponsored by nation-states, terrorist organizations, or global corporations seeking to illicitly obtain technology or other intellectual propertyproperty, andincluding thosethrough accomplishedthe byuse of generative AI, agentic AI, phishing scams, hacking, viruses, denialsdenial of service attacks, tampering, intrusions, physical break-ins, ransomware and malware), as well asmalware, employee errors or malfeasance. In some cases, these risks might be heightened when employees are working remotely. Our and our vendors' use of mobile and cloud technologies may increase our risk for such threats. Our protective systems and procedures and those of third parties to which we are connected, such as cloud computing providers, may not be effective against these threats. Our information technology systems must be constantly updated and patched to protect against known vulnerabilities and to optimize performance.

We couldmake suffera significantrange damageof commitments to our brandclients regarding our security practices, processes and reputation: if a cyber-attack or other security incidentposture. wereIf towe allowdo unauthorizednot accessadequately to, or modification of, clients’ or suppliers’ data, other external data, internal data or information technology systems; if the productsimplement and services provided to clients were disrupted; or if products and services were perceived as having security vulnerabilities. The costs we would incur to address and resolveenforce these security incidentspractices wouldto increasethe satisfaction of our expenses.clients, Thesewe typescould be in violation of securityour incidents could also leadcommitments to lawsuits,our regulatory investigations and claims, loss of business and increased legal liability.clients. Cyberattacks, security breaches or third-party reports of perceived security vulnerability to our systems, even if no breach has occurred, also could damage our brand and reputation, result in litigation, regulatory actions, loss of client confidence and increased legal liability. We also make acquisitions periodically. While significant effort is placed on addressing information technology security issues with respect to the acquired companies, we may inherit such risks when these acquisitions are integrated into our infrastructure. While we maintain insurance coverage that is intended to address certain aspects of cybersecurity and data protection risks, such coverage may not include, or may not be sufficient to cover, all or the majority of the costs, losses or types of claims.

A prolonged or recurring outage at our data centers and other business continuity disruptions at facilities could result in a reduced or total loss of service and; the loss of clients and adverse impact on our reputation

Our clients rely on us for the delivery of time-sensitive, accurate, complete and up-to-date data and applications. Our business is dependent on our ability to process substantial volumes of data and transactions rapidly and efficiently on our computer-based networks, database storage facilities, and other network infrastructure, which are located across multiple facilities globally. If we experience significant growth of our customerclient base, increases in the number of products or services,services we offer, or increaseincreases in the speed at which we are required to provide products and services, it may strain our systems. Additionally, our systems and networks may become strained due to aging or end-of-life technology that we have not yet updated or replaced.

Our computer operations, as well as our other business centers, and those of our suppliers and clients, may be vulnerable to interruption by fire, natural disaster, public health crisis (e.g., pandemics), extreme weather or climate conditions, power loss, telecommunicationstelecommunication failures, terrorist attacks, acts of war or civil unrest, internet failures, computer viruses orviruses, security breaches, employee or systems errors, and other events beyond our reasonable control. In addition, in the remote work environments, the daily activities and productivity of our workforce is now more closely tied to key vendors, such as video conferencing services,vendors consistently delivering their services without material disruption. Our ability to deliver information using the internet and to operate in a remote working environment may be impaired because of infrastructure failures, service outages at third-party internet providers, malicious attacks, or other factors.

We also currently use multiple providers of cloud services; however, one supplier providedprovides the majority of our cloud computing support for fiscal 2024.support. While we believe this provider to be reliable, we have limited control over its performance, and a disruption or loss of service from this provider could impair our system's operation and our ability to operate for a period of time.

We maintain back-up facilities and certain other redundancies for each of our data centers to minimize the risk that any such event will disrupt those operations. We are currently in the midst ofimplementing a multi-year project to enhance our information technology disaster recovery processes with modernized tooling and automation to maximize resiliency and minimize recovery time in the event of a service disruption. However, a loss of our services involving our significant facilities may materially disrupt our business and may induce our clients to seek alternative data suppliers. Any such losses or damages we incur could have a material adverse effect on our business. Although we seek to minimize these risks through security measures, controls, back-up data centers, emergency planning and disaster recovery processes, there can be no assurance that such efforts will be successful or effective. Additionally, we may also face significant increases in our use of power and data storage and may experience a shortage of capacity and increased costs associated with such usage.

Transition to new technologies, applications and processes could expose us to unanticipated disruptions or impacts

Our use of artificial intelligenceAI technologies may not be successful and may present business, compliance, and reputational risks

We use, and are expanding our use of, machine learning and artificial intelligence ("AI") technologies in our products and processes. If we fail to keep pace with rapidly evolving AI technological developments, or fail to launch products that are competitive, our competitive position and business results may be negatively impacted. If our competitors or other third parties incorporate AI technologies, such as emerging generative and agentic AI, into their products and processes more quickly or more successfully than us, this could impair our ability to compete effectively. Our use of AI technologiestechnologies, including generative and agentic AI, requires resources to develop, test and maintain such products, which is costly. Despite our investments in, and commitment of resources to, the development of AI products and technologies, we may not be successful in generating revenues from these efforts. In addition, third parties may be able to use AI to create technology that could reduce demand for our products and services.

The introduction of AI technologies, particularly generative and agentic AI, into new or existing offerings may result in new or expanded risks and liabilities, due to enhanced governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality, data privacy or security risks, as well as other factors that could adversely affect our business, reputation, and financial results. For example, AI technologies can lead to unintended consequences and errors, including generating content that appears correct but is factually inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation and expose us to liability. If the content, analyses, or recommendations that AI applications assist in producing are, or are alleged to be, deficient, inaccurate, unreliable, misleading, biased, discriminatory or otherwise flawed, any of which may not be easily detectable, our business and reputation may be adversely affected. Use of AI technologies, and the evolving legal, regulatory and compliance framework for AI, could impact our ability to protect our data and intellectual property, as well as vendor and client information, and could expose us to intellectual property or other claims by third parties. Use of AI technologies may also increase risks related to cyberattacks or other security incidents or result in a failure to protect confidential information. Because AI technology is highly complex and rapidly developing, it is not possible to predict all of the legal, operational or technological risks that may arise relating to our use of AI. These risks include the possibility of enhanced governmental or regulatory scrutiny, litigation or other legal liability, compliance issues, ethical concerns, negative client perceptions, confidentiality or security risks, as well as other factors. Any of these issues could materially adversely affect our business, financial condition or results of operations.

Competition in our industry may cause price reductions or loss of market shareshare, or limit our growth or profitability

We continue to experience intense competition across all markets forof our products and services, with competitors ranging in size from smaller, highly specialized, single-product businesses to multi-billion-dollar companies. New and existing competitors are constantly developing innovative products or business models, including alternative data, analytics, technology-enabled platforms, and fintech solutions. Many of these competitors also have significant AI capabilities and funding. Some of these competitors may be able to introduce new technology, deliver products and services, or leverage data and analytics faster or more effectively than we can. The rapid pace of technological change, including advances in AI, cloud computing, and machine learning, along with evolving client demands, could cause our products and services to become outdated or less competitive. If we fail to keep pace with innovation, invest in developing new technology or data products, or successfully respond to disruptive competitors and emerging industry standards, our market position, revenues and operating results could be adversely affected. While we believe the breadth and depth of our suite of products and applications offer benefits to our clients that are a competitive advantage, our competitors may offer price incentives to attract new business. Future competitive pricing pressures may result in decreased sales volumes and price reductions, resulting in lower revenues and ASV. Weak economic conditions may also result in clients seeking to utilize lower-cost information that is available from alternative sources. The impact of cost-cutting pressures across the industries we serve could lower demand for our products and services. Clients within the financial services industry that strive to reduce their operating costs may seek to reduce their spending on financial market data and related services, such as ours. If our clients consolidate their spending with fewer suppliers, by selecting suppliers with lower-cost offerings or by self-sourcing their needs for financial market data, our business could be negatively affected.

TheA majoritysignificant portion of our ASV is derived from our investment management clients, and the profitability and management fees of many of these clients are tied to assets under management. An equity market decline not only depresses the value of assets under management but also could cause a significant increase in redemption requests from our clients’ customers, further reducing their assets under management. Reduced client profits and management fees may cause our clients to cut costs. Moreover, extended declines in the equity and fixed income markets may reduce new fund or client creation. Each of these developments may result in lower demand from investment managers for our products and services, which could negatively affect our business.

Failure to develop and market new products and enhancements that maintain our technological and competitive position and failure to anticipate and respond to changes in the marketplace for our products and customerclient demands

The market for our products is characterized by rapid technological change, including developing technologies such as AI, including agentic AI, methods and speed of delivery, changes in client demands, development of new investment instruments and evolving industry standards. The direction of these trends can render our existing products less competitive, obsolete or unmarketable. As a result, our future success will continue to depend upon our ability to identify and develop new products and enhancements that address the future needs of our target markets and to respond to their changing standards and practices. We may not be successful in developing, introducing, marketing, licensing and implementing new products and enhancements on a timely and cost-effective basis or without impacting the stability and efficiency of existing products and customerclient systems. Further, any new products and enhancements may not adequately meet the requirements of the marketplace or achieve market acceptance. We must make long-term investments and commit significant resources, for example, to developing and utilizing AI technology, before knowing whether these investments will eventually result in products and services that satisfy our clients' needs and generate revenues required to provide the desired results. Our failure or inability to anticipate and respond to changes in the marketplace, including competitor and supplier developments, may also adversely affect our business, operations and growth.

WeClients haveare provisionsincreasingly in our client contractslooking to limitpass ouron exposurecontractual obligations to potentialus, liabilitywhich claims brought by clients based on the use of our products or services or our delay or failure to provide products and services. Contracts with customers also increasinglymay include service levellevel, information and cyber-security requirements and audit rights to review our security.rights. Many of our customersclients in the financial services sector are also subject to regulations and requirements to adopt risk management processes commensurate with the level of risk and complexity of their third-party relationships,relationships (including as required under the European Union ("EU") Digital Operational Resilience Acts ("DORA")), and provide rigorous oversight of relationships that involve certain "critical activities," some of which may be deemed to be provided by us. Any failure on our part to comply with the specific provisions in customerclient contractscontracts, including having appropriate information security capabilities, could result in the imposition of various penalties, which may include termination of contracts, service credits, suspension of payments, contractual penalties, adverse monetary judgments, and, in the case of government contracts, suspension from future government contracting. Even if the outcome of any claims brought against us were ultimately favorable, such a claim would require the time and attention of our management, personnel, as well as financial and other resources and potentially pose a significant disruption to our normal business operations.operations and reputational damage.

In fiscal 2025, we completed several corporate transactions, including the acquisition of Irwin, LiquidityBook and LogoIntern. There can be no assurance that we will be able to identify suitable candidates for successful acquisition at acceptable prices. Additionally, there may be integration risks or other risks resulting from acquired businesses, including our acquisition of CGS during fiscal 2022.businesses. Our ability to achieve the expected returns and synergies from past and future acquisitions and alliances depends in part upon our ability to integrate the offerings, technology, sales, administrative functions and key personnel of these businesses effectively into our core business. We cannot guarantee that our acquired businesses will perform at the levels anticipated. In addition, past and future acquisitions may subject us to unanticipated risks or liabilities or disrupt operations.

We enjoy a positive reputation in the marketplace. Our ability to attract and retain clients and employees is affected by external perceptions of our brand and reputation. Reputational damage from negative perceptions or publicity, includingincluding, without limitationlimitation, market perception of our sustainability and corporate responsibility policies and practices, could affect our ability to attract and retain clients and employees and our ability to maintain our pricing for our products and services. Although we monitor developments for areas of potential risk to our reputation and brand, negative perceptions or publicity could have a material adverse effect on our business and financial results.

Operations outside the United StatesU.S. involve additional requirements and burdens that we may not be able to control or manage successfully

In fiscal 2024,2025, approximately 39% of our revenues related to operations located outside the U.S. In addition, approximately 81%80% of our employees are located in offices outside the U.S.U.S., including India and the Philippines. We expect our growth to continue outside the U.S. Our non-U.S. operations involve risks that differ from or are in addition to those faced by our U.S. operations. These risks include difficulties in developing products, services and technology tailored to the needs of non-U.S. clients, including in emerging markets; different employment laws and rules; rising labor costs in lower-wage countries; difficulties in staffing and managing personnel that are located outside the U.S.; different regulatory, legal and compliance requirements, including in the areas of privacy and data protection, anti-bribery and anti-corruption, trade sanctions and restraints and currency controls, marketing and sales and other barriers to conducting business; social and cultural differences, such as language; diverse or less stable political, operating and economic environments and market fluctuations; extreme weather conditions, civil disturbances or other catastrophic events that reduce business activity, including the risk that the current conflicts betweenin Ukraine and Russia and in the Middle East expand in a way that impacts our business and operations; limited recognition of our brand and intellectual property protection; differing accounting principles and standards; restrictions on or adverse tax consequences from entity management efforts; and changes in U.S. or foreign tax laws. If we are not able to adapt efficiently or manage the business effectively in markets outside the U.S., our business prospects and operating results could be materially and adversely affected.

Failure to enter into, renew or comply with contracts supplying new and existing datacontent sets or products on competitive terms

We collect and aggregate third-party content from data suppliers, news sources, exchanges, brokers and contributors into our own dedicated managed databases, which clients access to perform their analyses. We combine the data from these sources into our own dedicated databases. Clients have access to the data and content found within our databases. These databases are important to our operations as they provide clients with key information. We have entered into third-party content agreements of varying lengths, which in some cases can be terminated on one year’s notice at predefined dates, and in other cases on shorter notice. Some of our content provider agreements are with competitors or smaller entities who may be acquired by our competitors, who may attempt to make renewals difficult or expensive. We seek to maintain favorable contractual relationships with our datacontent suppliers, including those that are also competitors. However, we cannot control the actions and policies of our datacontent suppliers and we may have datacontent suppliers who provide us with notice of termination, or exclude or restrict us from use of their content, or only license such content at prohibitive cost. Additionally, despite our efforts to comply with our third-party datacontent supplier agreements, there can be no assurances that third parties may not challenge our use of their content, especially during periods of economic uncertainty, which could result in increased licensing costs, loss of rights, and costly legal actions. Certain datacontent sets that we rely on have a limited number of suppliers, although we make every effort to assure that, where reasonable, alternative sources are available. We are not dependent on any one third-party datacontent supplier to meet the needs of our clients, with only two data suppliers each representing more than 10% of our total datacontent costs for fiscal 2024.2025. Additionally, we use AI technologies from third party suppliers, which may include open-source software. If we are unable to maintain rights to use these AI technologies on commercially reasonable terms, we may be forced to acquire or develop alternate AI technologies. Our failure to be able to maintain our supplier relationships, or the failure of our suppliers to deliver accurate datacontent or in a timely manner, or the occurrence of a dispute with a vendor over use of their content, could increase our costs and reduce the type of content and products and services available to our clients, which could harm our reputation in the marketplace and adversely affect our business.

Each year, an increasing amount of free or relatively inexpensive information becomes available, particularly through the internet, and this trend mayis continue.likely to continue, especially with the deployment of AI tools. The availability of free or relatively inexpensive information may reduce demand for our products and services. While we believe our offerings are distinguished by such factors as customization,standardization, timeliness, normalization, accuracy, ease-of-use, completeness and other value-added factors, if users choose to obtain the information they need from public or other sources, our business, results of operations, and cash flows could be adversely affected.

Inability to hire and retain key qualified personnel or navigate key management transitions

We are party to lawsuits in the normal course of our business.business, including a purported class action relating to our acquisition, and operation of, the CGS business (Dinosaur Financial Group LLC et al. v. S&P Global, Inc. et al). Litigation and governmental investigations can be expensive, lengthy and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. Unfavorable resolution of lawsuits could have a material adverse effect on our business, operating results or financial condition. While we maintain insurance coverage in respect of certain risks, some of these lawsuits may not be covered by existing insurance. Even if we successfully defend against these lawsuits, the costs of defending such lawsuits may be material to our business, operating results or financial condition and may divert our management’s attention from our business operations. For additional information regarding legal matters, see Item 3. Legal Proceedings, of this Annual Report on Form 10-K.

Changes in tax laws or the terms of tax treaties in a jurisdiction where we are subject to tax could have an impact on our taxes payable. In addition, as a global taxpayer, we face challenges due to increasing complexities in accounting forfor, and collecting, taxes in a variety of jurisdictions, which could impact our tax obligations and effective tax rate.

Due to the global nature of our operations, we conductare businessexposed outsideto themarket U.S.risk arising from fluctuations in severalforeign currencies.currency Ourexchange rates, particularly in our primary currency exposuresexposures, includenamely the British Pound Sterling, Euro, Indian Rupee and Philippine Peso. These fluctuations can adversely affect our financial results. To the extent our international activities increase in the future, our exposure to fluctuations in currency exchange rates may increase as well. To manage this exposure, we utilizeuse derivative instruments, namelyspecifically foreign currency forward contracts.contracts, Bythat theirare nature, all derivative instruments involve elements of market and credit risk. The market risk associated with these instruments resulting from currency exchange movements is expecteddesigned to offset the market riskimpact of thecurrency underlyingmovements transactions,on assetsa and liabilities being hedged. Credit risk is managed through the continuous monitoringportion of exposureour projected operating expenses related to the counterparties associated with these instruments. Ourour primary objectivecurrency in holding derivatives is to reduce the volatility of earnings with changes in foreign currency.exposures. Although we believe that our foreign exchange hedging policies are reasonable and prudent under the circumstances, our attempt to hedge againstfluctuations thesein risksforeign currency exchange rates may not be successful, which could cause an adverse impact on both our results of operations and cash flows.

FactSet Research Systems Inc. and its wholly-owned subsidiaries (collectively, "we," "our," "us," the "Company" or "FactSet") is a global financial digital platform and enterprise solutions provider with open and flexible technologies that aimsdeliver financial intelligence to superchargeinvestment financialprofessionals intelligence.worldwide.

Our platform delivers expansive data, sophisticated analytics, and flexibleflexible, technologyAI-powered technologies used by global financial professionals to power their critical investment workflows. As of August 31, 2024,2025, we had moreapproximately than 8,2009,000 clients comprised of over 216,000237,000 investment professionals, including institutional asset managers, bankers, wealth managers, asset owners, partners, 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 applicationAPIs. programmingAI interfacesis ("APIs").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 dedicated client service team.

We operate our business through three reportable segments ("segments"): the Americas, EMEA and Asia Pacific. During fiscal 2024, we revised our internal organization withinWithin each segmentsegment, towe offer data, products and analytical applications by firm type: Institutional Buyside, Dealmakers, Wealth, and Partnerships and CGS.

Revenues for fiscal 20242025 were $2,203.1$2,321.7 million, an increase of 5.6%5.4% from the comparable prior year. The growth in revenues was reflectivedriven by a 4.4% increase in organic revenues, a 0.9% increase from acquisition-related revenues and a net increase of organic0.1% revenuesfrom growthforeign ofcurrency 5.7%exchange duringrate fiscal 2024, compared with the prior year.fluctuations. Revenues increased in all our segments, primarily in the Americas. Revenues increased due to higher demand and price increases primarily from workstations, data solutionsworkstations and middleto a lesser extent, CGS and front office solutions. Refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Non-GAAP Financial Measures, of this Annual Report on Form 10-K for a definition of organic revenues and a reconciliation between revenues and organic revenues.

As of August 31, 2024,2025, organic annual subscription value ("Organic ASV") plus Professional Services totaled $2,272.8$2,370.9 million, an increase of 4.8%5.7% over the prior year. Organic ASV increased in all our segments, with the majority of the increase in the Americas. Organic ASV growth was mainly driven by higherworkstations, demanddata and price increases primarily from workstationssolutions and, to a lesser extent, CGS subscriptions, middle office solutions and data solutions.CGS. Refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Annual Subscription Value, of this Annual Report on Form 10-K for the definitionsdefinition of Organic ASV and Organic ASV plus Professional Services.ASV.

Operating margin increasedwas to32.2% for fiscal 2025, compared with 31.8% for fiscal 2024, compared with 30.2% for fiscal 2023.2024. This increase in operating margin was primarilymainly due to growth in revenues and, when expressed as a percentage of revenues, acharges decreaserelated to the Sales Tax Dispute that were recorded in employeethe compensationprior costs and lower asset impairment charges,year, partially offset by charges related to a Massachusetts sales tax dispute ("Sales Tax Dispute") and an increase inhigher amortization of intangible assets.assets in the current year. Refer to Part II, Item 8. Note 13,12, Commitments and Contingencies in the Notes to the Consolidated Financial Statements of this Annual Report on Form 10-K for more information on the Sales Tax Dispute.

Net income for fiscal 20242025 was $537.1$597.0 million, an increase of 14.7%11.2% from the prior year. Diluted earnings per common share ("Diluted EPS") for fiscal 20242025 was $13.91,$15.55, an increase of 15.5%11.8% compared with the prior year. The increase in Net income and Diluted EPS was primarily driven by higher operating income.income Diluted EPS further increased asand a resultgain from the divestiture of lowera diluted weighted average common shares outstanding compared with the prior year.business.

As of August 31, 2024,2025, our client and user countcounts waswere 8,2178,996 and 216,381,237,324, respectively. Our employee headcount was 12,39812,800 as of August 31, 2024,2025, up 1.3%3.2% compared to the prior year. This increase was driven by net headcount growth in Asia Pacific of 3.7%,6.0% whilein the Americas and EMEA2.6% experiencedin a net headcount decreaseeach of 4.8%EMEA and 2.0%,Asia respectively.Pacific.

–"ASV" at any point in time represents our forward-looking revenues for the next 12 months from all subscription services currently being supplied to clients, excluding revenues from Professional Services.clients.

–"Organic ASV" at any point in time equals our ASV excluding ASV from acquisitions and dispositions completed within the last 12 months and the effects of foreign currency movements.

The following table presents the calculation of Organic ASV plus Professional Services as of August 31, 2024.2025. With proper notice provided as contractually required, our clients can add to, delete portions of, or terminate service, subject to certain limitations.

As of August 31, 2024,2025, Organic ASV plus Professional Services was $2,272.8$2,370.9 million, an increase of 4.8%5.7% compared with August 31, 2023.2024. Organic ASV increased in all our segments, with the majority of the increase related toin the Americas. ThisThe increase in Organic ASV was primarily drivendue byto higher sales to existing clients and, to a lesser extent, sales to new clients and price increases to existing clientsclients, andall salesprimarily attributable to newworkstations, clients,data solutions and, to a lesser extent, CGS. This increase was partially offset by existing client cancellations. These higher sales and price increases were primarily attributable to workstations and, to a lesser extent, CGS subscriptions, middle office solutions and data solutions.

As of August 31, 2024,2025, ASV from Asiathe PacificAmericas represented 10%65% of total ASV and was $230.6$1,570.1 million, an increase from $215.4$1,455.4 million as of August 31, 2023.2024. Asia PacificAmericas Organic ASV was $228.4$1,541.9 million as of August 31, 2024,2025, a 7.1%6.0% increase from the prior year. The Asia Pacific Organic ASV increase in the Americas was primarily driven by higherworkstations demandand, andto pricea increaseslesser primarily fromextent, data solutions, workstations and middle office solutions.

The buy-side and sell-side Organic ASV annual growth rates as of August 31, 20242025 were 4.9%5.5% and 3.8%,4.3%, respectively. Buy-side clients account for approximately 82% of our Organic ASV, consistent with the prior year, and primarily include institutional asset managers, wealth managers, asset owners, partners, hedge funds and corporate clients. The remainder of ourremaining Organic ASV is derived from sell-side firms and primarily include broker-dealers, banking and advisory,advisory firms, and private equity and venture capital firms.

Our total client count was 8,2178,996 as of August 31, 2024,2025, a net increase of 3.7%9.5% or 296779 clients in the last twelve12 months, mainly due to an increase in corporate clients, primarily driven by clients andfrom wealththe managementPlatform clients.Group Limited ("Irwin") acquisition.

As of August 31, 2024,2025, there were 216,381237,324 professionals using FactSet, representing a net increase of 13.9%9.7% or 26,40920,943 users in the last twelve months, primarily driven by an increase in wealth management users. The user count does not reflect our fiscal 2025 acquisitions.

Annual ASV retention was greater than 95% of ASV foras the year endedof August 31, 20242025 and August 31, 2023.2024. When expressed as a percentage of clients, annual retention was approximately91% 90%as for the year endedof August 31, 2024,2025, compared with approximately90% 91%as for the year endedof August 31, 2023.2024.

As of August 31, 2024,2025, our net employee headcount increased by 1.3%3.2% to 12,398,12,800, compared with 12,23712,398 employees as of August 31, 2023.2024. This net headcount growthincrease was primarily duein tothe ourtechnology and sales groups mainly driven by continued investment in our centersCOEs, ofthrough excellencean increase in employees based in the Philippines and India, and our Irwin and Liquid Holdings, LLC ("COEsLiquidityBook"), primarily located in India and the Philippines, which accounted for approximately 69% of our employees.acquisitions.

As of August 31, 2024,2025, compared to August 31, 2023,2024, our net headcount growth in Asia Pacific was 3.7%,6.0% whilein the Americas and EMEA2.6% experiencedin a net headcount decreaseeach of 4.8%EMEA and 2.0%,Asia respectively.Pacific. As of August 31, 2024,2025, we had 8,6328,854 employees located in Asia Pacific, 2,3672,510 in the Americas and 1,3991,436 in EMEA. Approximately 68% of our employees are located in our COEs.

Revenues from the Americas increased 6.3%6.1% to $1,506.1 million in fiscal 2025, compared with $1,419.9 million in fiscal 2024, compared with $1,335.5 million in fiscal 2023.2024. This 6.1% growth in revenues was reflectivedriven ofby a 4.9% increase in organic revenues growthand ofa 6.3%.1.2% increase from acquisition-related revenues. The increase in revenues was mainly driven by higher demand and price increases primarily from workstations and, to a lesser extent, CGSfront subscriptions.office solutions.

Revenues from Asia PacificEMEA increased 4.7%3.0% to $220.0$580.3 million in fiscal 2024,2025, compared with $210.2$563.2 million in fiscal 2023.2024. This 3.0% growth in revenues of 4.7% was reflectivedriven ofby a 5.7%2.5% increase in organic revenues, partiallya offset0.4% byincrease from acquisition-related revenues and a 0.1% net decreaseincrease of 1.0% due tofrom foreign currency exchange rate fluctuations. The increase in revenues was driven by higher demand and price increases primarily from workstations, data solutions and middle office solutions.

Selling, general and administrative ("SG&A") consists primarily of employee compensation costs and also includes expenses related to occupancy costs, professional fees, depreciation of furniture and fixtures, amortization of leasehold improvements, travel and entertainment expenses, marketing costs, other employee-related expenses, internal communication costs andcosts, bad debt expense.expense, the impact from our foreign currency forward contracts and asset impairments.

Employee compensation costs are a major component of both our Cost of services and SG&A. These expenses primarily include costs related to salaries, incentive compensation and sales commissions, stock-based compensation, benefits, employment taxes,taxes and any applicable restructuring costs.

Cost of services increased 4.0%8.5% to $1,097.8 million in fiscal 2025, compared with $1,011.9 million in fiscal 2024, compared with $973.2 million in fiscal 2023, primarily due to an increase in amortization of intangible assetsassets, employee compensation costs and computer-related expenses.

Cost of services, when expressed as a percentage of revenues, was 45.9%47.3% for fiscal 2024,2025, aan decreaseincrease of 70130 basis points compared with fiscal 2023.2024. This decreaseincrease was primarily driven by a decrease in employee compensation costs, partially offset byfrom higher amortization of intangible assetsassets, andmainly computer-relateddriven expenses.by a 100 basis point increase in amortization from our capitalized internal-use software development costs.

SG&A expenses increaseddecreased 6.1%2.9% to $485.1$475.7 million during fiscal 2024,2025, compared with $457.1$489.8 million in fiscal 2023,2024. The decrease was primarily dueattributable to charges related to the Sales Tax Dispute,Dispute recorded in the prior year, partially offset by a decrease inhigher employee compensation costs.costs and professional fees in the current year.

SG&A expenses, when expressed as a percentage of revenues, were 22.0%20.5% for fiscal 2024,2025, ana increasedecrease of 10170 basis points compared with fiscal 2023.2024. This increasedecrease was primarily due to charges relatedassociated towith the Sales Tax Dispute,Dispute recorded in the prior year, partially offset by a decrease inhigher employee compensation costs.costs and professional fees in the current year.

•The charges related to the Sales Tax Dispute increasedrecorded in the prior year decreased SG&A by 220240 basis points. Refer to Part II, Item 8. Note 13,12, Commitments and Contingencies in the Notes to the Consolidated Financial Statements of this Annual Report on Form 10-K for more information on the Sales Tax Dispute.

•Employee compensation costs decreasedincreased 170by 80 basis pointspoints, primarilymainly due to a decrease inhigher variable compensation costs anddriven restructuringby charges.a lower bonus accrual during fiscal 2024.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with the Consolidated Financial Statements and related Notes included in this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K for the fiscal year ended August 31, 2025, our Current Reports on Form 8-K and our other filings with the Securities and Exchange Commission. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause such differences include, but are not limited to, those identified below and those discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended August 31, 2025.

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 FebruaryMay 28,31, 2026, we had more than 9,0009,100 clients comprised of over 241,000247,000 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.

•"Market Infrastructure" focuses on partnerships that deliver solutions to firms in the financial services ecosystem including data, analytics and technology platform providersproviders, and includes CGS, the exclusive issuer of Committee on Uniform Security Identification Procedures ("CUSIP") and CUSIP International Number System ("CINS") identifiers globally.

Fiscal 2026 SecondThird Quarter in Review

Revenues in the secondthird quarter of fiscal 2026 were $611.0$622.9 million, an increase of 7.1%6.4% from the comparable prior year period. The growth in revenues was driven by a 6.8%7.0% increase in organic revenuesrevenues, andpartially offset by a net0.6% increasedecrease in revenues due to the disposition of 0.3%a frombusiness foreignat currencythe exchangeend rateof fluctuations.the prior fiscal year. Revenues increased in all our segments, primarily in the Americas. The increase in revenues was primarily from workstations, data solutions,workstations and portfolio management and tradingdata solutions. Refer to Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Non-GAAP Financial Measures, of this Quarterly Report on Form 10-Q for the definition of organic revenues and a reconciliation between revenues and organic revenues.

As of FebruaryMay 28,31, 2026, organic annual subscription value ("Organic ASV") totaled $2,449.1$2,485.6 million, an increase of 6.7%7.1% over the prior year. Organic ASV increased in all our segments, with the majority of the increase in the Americas. The Organic ASV increase was mainly driven by data solutions and workstations. Refer to Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Annual Subscription Value, of this Quarterly Report on Form 10-Q for the definition of Organic ASV.

Operating margin was 30.3%26.7% for the secondthird quarter of fiscal 2026, compared to 32.5%33.2% in the prior year period. When expenses are expressed as a percentage of revenues, this decrease was primarily driven by higher operating expenses, mainly due to an increase in employee compensation costs, including one-time restructuring charges and Chief Executive Officer ("CEO") compensation costs pursuant to the terms of his employment agreement, partially offset by growth in revenues and a decrease in professional fees.revenues.

Net income for the secondthird quarter of fiscal 2026 was $133.1$126.7 million, a decrease of 8.1%14.7% from the prior year period. Diluted earnings per common share ("Diluted EPS") was $3.59$3.50 for the secondthird quarter of fiscal 2026, a decrease of 4.5%9.6% compared with the prior year period. These decreases were driven by higher operating expenses and an impairment charge within Other assets,expenses, partially offset by growth in revenues. The decrease in Diluted EPS was also partially offset by lowera reduction in the diluted weighted average common shares outstanding.outstanding of approximately 2.2 million shares.

We returned $204.0$243.4 million to our stockholders in the form of share repurchases and dividends during the three months ended FebruaryMay 28,31, 2026.

As of FebruaryMay 28,31, 2026, our client and user count was 9,1019,130 and 241,352,247,766, respectively. Our employee headcount was 12,84012,694 as of FebruaryMay 28,31, 2026, up 1.9%0.9% compared to the prior year. This increase was driven by net headcount growth of 2.3%1.1% in Asia Pacific, 1.1%0.6% in EMEA and 0.4% in the Americas and 1.0% in EMEA.Americas.

–Organic ASV at any point in time equals our ASV excluding ASV from acquisitions and the comparable impact of dispositions completedand discontinued lines of business effected within the last 12 months and the effectsimpact of foreign currency movements.

The following table presents the calculation of Organic ASV as of FebruaryMay 28,31, 2026. With proper notice provided as contractually required, our clients can add to, delete portions of, or terminate service, subject to certain limitations.

As of FebruaryMay 28,31, 2026, ASV from the Americas represented 66%65% of total ASV and was $1,605.9$1,621.0 million, an increase from $1,501.1$1,513.1 million as of FebruaryMay 28,31, 2025. Americas Organic ASV was $1,605.8$1,621.0 million as of FebruaryMay 28,31, 2026, a 7.0%7.2% increase from the prior year. The Organic ASV increase in the Americas was primarily driven by workstations and data solutions.

As of FebruaryMay 28,31, 2026, ASV from EMEA represented 24% of total ASV and was $595.2$608.1 million, an increase from $571.3$581.9 million as of FebruaryMay 28,31, 2025. EMEA Organic ASV was $594.2$608.7 million as of FebruaryMay 28,31, 2026, a 4.3%5.6% increase from the prior year. The EMEA Organic ASV increase was mainly from data solutions and workstations.

As of FebruaryMay 28,31, 2026, ASV from Asia Pacific represented 10%11% of total ASV and was $249.1$255.2 million, an increase from $233.7$240.1 million as of FebruaryMay 28,31, 2025. Asia Pacific Organic ASV was $249.1$255.9 million as of FebruaryMay 28,31, 2026, a 10.0% increase from the prior year. The Asia Pacific Organic ASV increase was primarily driven by data solutions, workstations and middle office solutions.solutions, data solutions and workstations.

Client count increased mainly due to corporate and wealth management clients and user count increased primarily due to wealth management users.

Annual ASV retention was greater than 95% of ASV as of FebruaryMay 28,31, 2026 and FebruaryMay 28,31, 2025. When expressed as a percentage of clients, annual retention was 90% and 91% as of FebruaryMay 28,31, 2026 and FebruaryMay 28,31, 2025.2025, respectively.

As of FebruaryMay 28,31, 2026, our net employee headcount increased by 1.9%0.9% to 12,840,12,694, compared with 12,59812,579 employees as of FebruaryMay 28,31, 2025. This net headcount growth was primarily driven by our continued investment in our centers of excellence ("COEs"), mainly through an increase in employees based in India.

As of FebruaryMay 28,31, 2026, compared to FebruaryMay 28,31, 2025, our net headcount growth was 2.3%1.1% in Asia Pacific, 1.1%0.6% in EMEA and 0.4% in the Americas,and 1.0% in EMEA.Americas. As of FebruaryMay 28,31, 2026, we had 8,8838,765 employees located in Asia Pacific, 2,5012,476 in the Americas and 1,4561,453 in EMEA. Approximately 68% of our employees are located in our COEs.

For an understanding of the significant factors that influenced our performance for the three and sixnine months ended FebruaryMay 28,31, 2026 and FebruaryMay 28,31, 2025, the following discussion should be read in conjunction with the Consolidated Financial Statements and related Notes presented in Part I, Item 1. in this Quarterly Report on Form 10-Q.

The growth in revenues of 7.1%6.4% was driven by a 6.8%7.0% increase in organic revenues, which totaled $606.2$622.9 million for the three months ended FebruaryMay 28,31, 2026, andpartially offset by a net0.6% increasedecrease in revenues due to the disposition of 0.3%a frombusiness foreignat currencythe exchangeend rateof fluctuations.the prior fiscal year. Revenues increased in all our geographic segments, primarily in the Americas. The increase in revenues was primarily driven by workstations,workstations and data solutions, and portfolio management and trading solutions.

The growth in revenues of 7.0%6.8% was driven by a 6.4%6.6% increase in organic revenues, which totaled $1,206.2$1,829.1 million for the sixnine months ended FebruaryMay 28,31, 2026, a 0.3% increase from acquisition revenues, net of a decrease in revenues from the disposition of a business at the end of the prior fiscal year,2026 and a 0.3%0.2% net increase from foreign currency exchange rate fluctuations. Revenues increased in all our segments, primarily in the Americas. The increase in revenues was mainly from workstations, data solutions,solutions and portfolio management and trading solutions.

The growth in revenues of 7.7%7.0% was driven by a 9.0%7.0% increase in organic revenues and a 0.1% net increase from foreign currency exchange rate fluctuations, partially offset by a 1.4%0.1% decrease in revenues fromdue to the disposition of a business at the end of the prior fiscal year, net of acquisition revenues.year. The increase in revenues was primarily driven by data solutionsworkstations and workstations,data partially offset by a decrease in revenues due to the disposition.solutions.

Cost of services, when expressed as a percentage of revenues, was 48.6%50.1% for the three months ended FebruaryMay 28,31, 2026, an increase of 130220 basis points compared with the same period a year ago. This increase was primarily due to higher employee compensation costs,costs and, to a lesser extent, technology-related expenses and amortization of intangible assets.

•Technology-relatedEmployee expensescompensation costs increased by 4090 basis points, primarily driven by higherrestructuring spendcharges into cloud-baseddrive hostingorganizational services.efficiencies.

Cost of services, when expressed as a percentage of revenues, was 48.0%48.7% for the sixnine months ended FebruaryMay 28,31, 2026, an increase of 160180 basis points compared with the same period a year ago. This increase was primarily driven by higher amortization of intangible assetsassets, technology-related expenses and technology-relatedemployee expenses.compensation costs.

•Technology-related expenses increased by 6050 basis points, primarily driven by higher spend in cloud-based hosting services.services and licensed software arrangements.

The increase in SG&A was primarily attributabledriven toby higher employee compensation costs. SG&A, when expressed as a percentage of revenues, was 21.2%23.2% for the three months ended FebruaryMay 28,31, 2026, an increase of 90430 basis points compared with the same period a year ago. The increase was primarily driven by higher employee compensation costs, partially offset by a decrease in professional feescosts and a benefitloss from the net settlement of our foreign currency forward contracts.

•Employee compensation costs increased by 160290 basis points, primarily due to higher variable compensation costs, annualrestructuring base salariescharges and an increase in stock-based compensation expense. Variable compensation costs increased mainly due to afinancial higherachievement bonusagainst accrual.targets. In addition, variable compensation costs and stock-based compensation expense increased due to the recognition, over their respective service periods, of the one-time cash awards and equity awards, respectively, granted to our Chief Executive Officer ("CEO") pursuant to the terms of his employment agreement. The increaserestructuring incharges annualwere baserelated salariesto wasdriving primarilyorganizational driven by annual merit increases.efficiencies.

•SG&A decreasedincreased by 4050 basis points due to a benefitloss from the net settlement of foreign currency forward contracts.

The increase in SG&A was primarily driven by higher employee compensation costs. SG&A, when expressed as a percentage of revenues, was 21.1%21.8% for the sixnine months ended FebruaryMay 28,31, 2026, an increase of 50180 basis points compared with the same period a year ago. This increase was primarily driven by higher employee compensation costs, partially offset by a decrease in professional fees, a benefit from the net settlement of our foreign currency forward contracts and charges related to the Sales Tax Dispute recorded in the prior year period. Refer to Part I, Item 1. Note 11, Commitments and Contingencies in the Notes to the Consolidated Financial Statements of this Quarterly Report on Form 10-Q for more information on the Sales Tax Dispute.costs.

•EmployeeWhen expressed as a percentage of revenues, employee compensation costs increased by 140190 basis points, mainly due to higher variable compensation costs, stock-based compensation expense and annual base salaries. Variable compensation costs and stock-based compensation expense increased mainly due to the recognition, over their respective service periods, of the one-time cash awards and equity awards, respectively, granted to our CEO pursuant to the terms of his employment agreement. In addition, variable compensation costs increased mainly due to afinancial higherachievement bonusagainst accrual.targets. The increase in annual base salaries was primarily driven by annual merit increases.

Operating marginincome decreased 14.3% to 30.3%$166.3 million for the three months ended FebruaryMay 28,31, 2026, compared with 32.5%$194.2 million in the prior year period. WhenOperating expensesmargin aredecreased expressedto as26.7% afor percentagethe ofthree revenues,months thisended decreaseMay was31, 2026, compared with 33.2% in the prior year period. These decreases were primarily driven by higher operating expenses, mainly due to an increase in employee compensation costs, partially offset by growth in revenuesrevenues. andIn aaddition, decreaseforeign incurrency professionalexchange fees.rate fluctuations, net of hedge activity, decreased operating income by $3.4 million for the three months ended May 31, 2026 compared with the prior year period.

Operating income decreased 4.8% to $543.3 million for the nine months ended May 31, 2026, compared with $571.0 million in the prior year period. Operating margin decreased to 30.9%29.5% for the sixnine months ended FebruaryMay 28,31, 2026, compared with 33.1% in the prior year period. WhenThese expensesdecreases are expressed as a percentage of revenues, this decrease waswere primarily duedriven toby higher employee compensation costs, amortization of intangible assets and technology-related expenses, partially offset by growth in revenues.

Americas operating income increaseddecreased primarily due to growth in revenues of 8.1%, partially offset by higher employee compensation costs and, to a lesser extent, an increase in technology-related expenses and amortization of intangible assets.assets, partially offset by growth in revenues of 7.0%.

•Employee compensation costs increased primarily due to restructuring charges, higher variable compensation costs, stock-based compensation expense,expense and an increase in annual base salaries. Variablevariable compensation costscosts. increasedThe mainlyrestructuring duecharges were related to adriving higherorganizational bonusefficiencies. accrual.The Inincrease addition,in stock-based compensation expense and variable compensation costs andwere stock-baseddriven compensation expense increased due toby the recognition, over their respective service periods, of the one-time cashequity awards and equitycash awards, respectively, granted to our CEO pursuant to the terms of his employment agreement. TheIn increaseaddition, invariable annualcompensation basecosts salariesincreased wasdue primarilyto drivenfinancial byachievement annualagainst merit increases.targets.

•Technology-related expenses increased mainly due to higher spend in cloud-based hosting services.services, licensed software arrangements and AI token consumption.

EMEA operating income decreased primarily due to higher employee compensation costs, partially offset by growth in revenues of 4.0%.4.3%. Employee compensation costs increased mainly duefrom restructuring charges, to higherdrive organizational efficiencies, and an increase in annual base salaries, primarily driven by annual merit increases.

Asia Pacific operating income increased mainly due to growth in revenues of 8.0%,7.5%, partially offset by higher employee compensation costs. Employee compensation costs wereincreased primarily from higher primarilyvariable compensation costs, due to financial achievement against targets, and an increase in benefit costs related to the India Labor Codes Reform and higher annual base salaries, mainly driven by annual merit increases.