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SECURITIES AND EXCHANGE COMMISSION

_________________________________________________

_________________________________________________

x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2025

For the transition period from ______to ______

_________________________________________________

_________________________________________________

Delaware			13-3362547
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

Registrant’s telephone number, including area code: (203) 810-1000

Former name, former address and former fiscal year, if changed since last report: None

_________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbols(s)			Name of each exchange on which registered
Common Stock, $0.01 Par Value			FDS			New York Stock Exchange LLC
						The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x   Accelerated filer ☐   Non-accelerated filer ☐   Smaller reporting company ☐   Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

The number of shares outstanding of the registrant’s common stock, $.01 par value, as of June 27, 2025 was 37,806,774.

For the Quarter Ended May 31, 2025

For additional information about FactSet Research Systems Inc. and access to its Annual Reports to Stockholders and Securities and Exchange Commission filings, free of charge, please visit FactSet’s website (https://investor.factset.com). Any information on or linked from the website is not incorporated by reference into this Quarterly Report on Form 10-Q.

This report contains forward-looking statements that express management's current views concerning expectations, estimates, trends, forecasts and projections about future events and circumstances, industries in which FactSet operates and the beliefs and assumptions of management. These statements may include projections of our future financial performance and anticipated trends in our business. In some cases, you can identify these statements by words such as "may," "might," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "intends," "projects," "indicates," "predicts," "potential," or "continue," and similar expressions. Statements concerning our financial position, business strategy and plans or objectives for future operations are forward-looking statements.

Forward-looking statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Factors that could cause our actual results, level of activity, performance or achievements to differ materially from those expressed or implied in forward-looking statements include, among others, the factors discussed under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended August 31, 2024, and Part II, Item 1A. Risk Factors in this Quarterly Report on Form 10-Q, that should be specifically considered. FactSet cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the dates on which they are made. FactSet undertakes no obligations to update or revise any forward-looking statement to reflect results, revised expectations, events or circumstances arising after the date on which it is made, except as required by applicable law.

We intend that all forward-looking statements we make will be subject to safe harbor protection of the federal securities laws as found in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

(1) Presented net of a tax expense of $2,015 thousand and a tax benefit of $119 thousand for the three months ended May 31, 2025 and May 31, 2024, respectively. Presented net of a tax expense of $756 thousand and a tax benefit of $1,126 thousand for the nine months ended May 31, 2025 and May 31, 2024, respectively.

The accompanying notes are an integral part of these Consolidated Financial Statements.

Consolidated Balance Sheets – Unaudited

(in thousands, except share data)			May 31, 2025			August 31, 2024
ASSETS
Cash and cash equivalents			$	356,361		$	422,979
Investments			7,684			69,619
Accounts receivable, net of reserves of $13,917 at May 31, 2025 and $14,581 at August 31, 2024			271,851			228,054
Prepaid taxes			61,048			55,103
Prepaid expenses and other current assets			63,534			60,093
Total current assets			760,478			835,848
Property, equipment and leasehold improvements, net			79,627			82,513
Goodwill			1,277,855			1,011,129
Intangible assets, net			1,931,210			1,844,141
Deferred taxes			66,870			61,337
Lease right-of-use assets, net			119,191			130,494
Other assets			103,531			89,578
TOTAL ASSETS			$	4,338,762		$	4,055,040
LIABILITIES
Accounts payable and accrued expenses			$	144,487		$	178,250
Current debt			—			124,842
Current lease liabilities			33,219			31,073
Accrued compensation			98,131			93,279
Deferred revenues			170,897			159,761
Current taxes payable			30,545			40,391
Dividends payable			41,644			39,470
Total current liabilities			518,923			667,066
Long-term debt			1,430,197			1,241,131
Deferred taxes			16,573			8,452
Deferred revenues, non-current			312			1,344
Taxes payable			48,072			40,452
Long-term lease liabilities			157,088			177,521
Other liabilities			12,415			6,614
TOTAL LIABILITIES			$	2,183,580		$	2,142,580
Commitments and contingencies (see Note 12)
STOCKHOLDERS’ EQUITY
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued			$	—		$	—
Common stock, $0.01 par value; 150,000,000 shares authorized; 42,962,994 and 42,598,915 shares issued; 37,858,606 and 37,952,270 shares outstanding at May 31, 2025 and August 31, 2024, respectively			430			426
Additional paid-in capital			1,598,605			1,478,839
Treasury stock, at cost: 5,104,388 and 4,646,645 shares at May 31, 2025 and August 31, 2024, respectively			(1,586,497)			(1,375,696)
Retained earnings			2,211,201			1,888,504
Accumulated other comprehensive loss			(68,557)			(79,613)
TOTAL STOCKHOLDERS’ EQUITY			$	2,155,182		$	1,912,460
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	4,338,762		$	4,055,040

Consolidated Statements of Cash Flows – Unaudited

			Nine Months Ended
			May 31,
(in thousands)			2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income			$	443,424		$	447,630
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization			114,972			91,154
Amortization of lease right-of-use assets			23,152			22,846
Stock-based compensation expense			47,154			46,707
Deferred income taxes			3,154			(6,979)
Other, net			7,428			7,831
Changes in assets and liabilities, net of effects of acquisitions
Accounts receivable			(41,492)			(7,176)
Prepaid expenses and other assets			6,699			(14,941)
Accounts payable and accrued expenses			(49,717)			17,296
Accrued compensation			3,789			(33,329)
Deferred revenues			4,955			13,817
Taxes payable, net of prepaid taxes			(19,108)			(15,992)
Lease liabilities, net			(30,250)			(31,687)
Net cash provided by operating activities			514,160			537,177
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, equipment, leasehold improvements and capitalized internal-use software			(74,840)			(59,722)
Acquisition of businesses, net of cash and cash equivalents acquired			(348,255)			—
Purchases of investments			(4,433)			(44,936)
Proceeds from maturity or sale of investments			58,155			—
Net cash provided by (used in) investing activities			(369,373)			(104,658)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt			803,410			—
Repayments of debt			(742,500)			(187,500)
Dividend payments			(118,329)			(111,297)
Proceeds from employee stock plans			72,616			83,497
Repurchases of common stock			(193,838)			(171,918)
Other financing activities			(20,686)			(15,690)
Net cash provided by (used in) financing activities			(199,327)			(402,908)
Effect of exchange rate changes on cash, cash equivalents and restricted cash			1,966			(1,911)
Net increase (decrease) in cash, cash equivalents and restricted cash			(52,574)			27,700
Cash and cash equivalents at beginning of period			422,979			425,444
Cash, cash equivalents and restricted cash at end of period			$	370,405		$	453,144
Reconciliation of total cash, cash equivalents and restricted cash:
Cash and cash equivalents			$	356,361		$	453,144
Restricted cash included in Prepaid expenses and other current assets			6,522			—
Restricted cash included in Other assets			7,522			—
Total cash, cash equivalents and restricted cash			$	370,405		$	453,144

The accompanying notes are an integral part of these Consolidated Financial Statements.

For the Three Months Ended May 31, 2025

(in thousands, except share data)			Common Stock						Additional Paid-in Capital			Treasury Stock						Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders’ Equity
			Shares			Par Value						Shares			Amount
Balance as of February 28, 2025			42,910,088			$	429		$	1,569,319		4,918,704			$	(1,504,381)		$	2,104,303		$	(112,753)		$	2,056,917
Net income			—			—			—			—			—			148,542			—			148,542
Other comprehensive income (loss)			—			—			—			—			—			—			44,196			44,196
Common stock issued for employee stock plans			48,606			1			12,271			—			—			—			—			12,272
Vesting of restricted stock			4,300			—			—			1,634			(710)			—			—			(710)
Excise tax on share repurchases			—			—			—			—			(710)			—			—			(710)
Repurchases of common stock			—			—			—			184,050			(80,696)			—			—			(80,696)
Stock-based compensation expense			—			—			17,015			—			—			—			—			17,015
Dividends declared			—			—			—			—			—			(41,644)			—			(41,644)
Balance as of May 31, 2025			42,962,994			$	430		$	1,598,605		5,104,388			$	(1,586,497)		$	2,211,201		$	(68,557)		$	2,155,182
For the Nine Months Ended May 31, 2025
(in thousands, except share data)			Common Stock						Additional Paid-in Capital			Treasury Stock						Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders’ Equity
			Shares			Par Value						Shares			Amount
Balance as of August 31, 2024			42,598,915			$	426		$	1,478,839		4,646,645			$	(1,375,696)		$	1,888,504		$	(79,613)		$	1,912,460
Net income			—			—			—			—			—			443,424			—			443,424
Other comprehensive income (loss)			—			—			—			—			—			—			11,056			11,056
Common stock issued for employee stock plans			283,642			3			72,613			370			(170)			—			—			72,446
Vesting of restricted stock			80,437			1			(1)			32,134			(14,768)			—			—			(14,768)
Excise tax on share repurchases			—			—			—			—			(2,025)			—			—			(2,025)
Repurchases of common stock			—			—			—			425,239			(193,838)			—			—			(193,838)
Stock-based compensation expense			—			—			47,154			—			—			—			—			47,154
Dividends declared			—			—			—			—			—			(120,727)			—			(120,727)
Balance as of May 31, 2025			42,962,994			$	430		$	1,598,605		5,104,388			$	(1,586,497)		$	2,211,201		$	(68,557)		$	2,155,182

FactSet Research Systems Inc.

May 31, 2025

(Unaudited)

Our platform delivers expansive data, sophisticated analytics and flexible technology used by global financial professionals to power their critical investment workflows. As of May 31, 2025, we had more than 8,800 clients comprised of over 220,000 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 our detailed understanding of our clients' workflows, which helps us to solve their most complex challenges. We provide financial data and market intelligence on securities, companies, industries and people to enable our clients to research investment ideas and analyze, monitor and manage their portfolios. Our solutions span the investment lifecycle of investment research, portfolio construction and analysis, trade execution, performance measurement, risk management and reporting. We provide open and flexible technology offerings, including a configurable desktop and mobile platform, comprehensive data feeds, cloud-based digital solutions and application programming interfaces ("APIs"). 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. Within each segment, we offer data, products and analytical applications by firm type: Institutional Buyside, Dealmakers, Wealth, and Partnerships and CGS. Refer to Note 16, Segment Information for further discussion on our segments.

We conduct business globally and manage our business on a geographic basis. The accompanying unaudited Consolidated Financial Statements and Notes to the Consolidated Financial Statements included in this Quarterly Report on Form 10-Q are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by GAAP for annual financial statements. As such, the information in this Quarterly Report on Form 10-Q should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2024. The accompanying unaudited Consolidated Financial Statements include our accounts and those of our wholly-owned subsidiaries; all intercompany activity and balances have been eliminated.

In the opinion of management, the accompanying unaudited Consolidated Financial Statements include all normal recurring adjustments, transactions or events discretely impacting the interim periods considered necessary to present fairly our results of operations, financial position, cash flows and equity.

Asset impairments were included within Selling, general and administrative ("SG&A") in the Consolidated Statements of Income during the three and nine months ended May 31, 2025, and were included within Other, net in the Consolidated Statements of Cash Flows for the nine months ended May 31, 2025. We conformed the comparative prior period figures to the current period presentation.

During the nine months ended May 31, 2025, Prepaid expenses and other assets, previously included within Other, net, were presented as a separate component of Cash Flows from Operating Activities in the Consolidated Statements of Cash Flows. We conformed the comparative figures for the nine months ended May 31, 2024, to the current period presentation.

The preparation of our Consolidated Financial Statements and related disclosures in conformity with GAAP required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates may include income taxes, stock-based compensation, goodwill and intangible assets, business combinations, property, equipment and leasehold improvements ("PPE"), contingencies and impairment assessments. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of our assets and liabilities. Actual results could differ materially from those estimates.

Credit risk arises from the potential nonperformance by counterparties to fulfill their financial obligations. Our financial instruments that potentially subject us to concentrations of credit risk consist primarily of our cash, cash equivalents, restricted cash, investments in mutual funds, accounts receivable and derivative instruments. The maximum credit exposure of our cash, cash equivalents, restricted cash, investments in mutual funds and accounts receivable is their carrying values as of the balance sheet date. The maximum credit exposure related to our derivative instruments is based upon their respective gross fair values as of the balance sheet date.

We are exposed to credit risk on our cash, cash equivalents, restricted cash and investments in mutual funds in the event of default by the financial and governmental institutions with which we transact. We invest in a manner that aligns with our restrictive cash investment practices, preserves capital and provides liquidity, while minimizing our exposure to credit risk. We limit our exposure to credit loss by investing with multiple financial and governmental institutions that we believe are high-quality and credit-worthy. We have not experienced any credit losses relating to our cash, cash equivalents, restricted cash and investments in mutual funds.

Our accounts receivable credit risk is dependent upon the financial stability of our individual clients. As of May 31, 2025 and August 31, 2024, our accounts receivable reserve was $13.9 million and $14.6 million, respectively. We do not require collateral from our clients; however, no single client represented more than 3.5% of our total revenues for the nine months ended May 31, 2025 and May 31, 2024. Due to our large and geographically dispersed client base, our concentration of credit risk related to our accounts receivable is generally limited.

Our use of derivative instruments exposes us to credit risk to the extent counterparties may be unable to meet the terms of their agreements. To mitigate credit risk, we limit counterparties to financial institutions we believe are credit-worthy and use several institutions to reduce concentration risk. We do not expect any losses as a result of default by our counterparties.

Concentrations of Data Providers

We integrate data from various third-party sources into our hosted proprietary data and analytics platform. As certain data sources have a limited number of suppliers, we make every effort to assure that, where reasonable, alternative sources are available. We are not dependent on any individual third-party data supplier to meet the needs of our clients, with only two data suppliers each representing more than 10% of our total data costs for the nine months ended May 31, 2025 and May 31, 2024.

Our clients rely on us for the delivery of time-sensitive, up-to-date data and applications. Our business is dependent on our ability to process substantial volumes of data and transactions rapidly and efficiently. We currently use multiple providers of cloud services; however, one supplier provided the majority of our cloud computing support for the nine months ended May 31, 2025 and May 31, 2024. We maintain back-up facilities and other redundancies at our data centers, take security measures and have emergency procedures to minimize the risk that an event will disrupt our operations.

In March 2024, the FASB issued ASU 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements. This ASU amends the FASB Accounting Standards Codification ("the Codification") to remove references to various FASB Concepts Statements and impacts a variety of topics in the Codification.

The amendments apply to all reporting entities within the scope of the affected accounting guidance, but in most instances the references removed are extraneous and not required to understand or apply the guidance. We early adopted this ASU on a prospective basis as of March 1, 2025. The adoption of this ASU did not have a material impact on our Consolidated Financial Statements or related disclosures.

We did not adopt any other new accounting pronouncements issued by the Financial Accounting Standards Board ("FASB") during the nine months ended May 31, 2025 that had a material impact on our Consolidated Financial Statements.

In November 2024, the FASB issued Accounting Standards Update ("ASU") 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses. This ASU requires disaggregation of certain income statement expense captions into specified categories to be disclosed within the footnotes to the financial statements. This ASU does not change the expense captions on the income statement. The amendments in this ASU are to be applied prospectively, although retrospective application is permitted, and are effective for our annual financial statements starting in fiscal 2028 and interim periods starting in fiscal 2029. Early adoption is permitted. This ASU is not expected to have a material impact on our Consolidated Financial Statements. We are currently assessing the impact of the new requirements on our disclosures.

In March 2024, the SEC adopted a final rule under SEC Release Nos. 33-11275 and 34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which would require disclosure of certain climate-related information in various filings with the SEC. In April 2024, the SEC stayed implementation of the final rule pending completion of judicial review. In March 2025, the SEC stated that it has ended its defense of the rule. We are currently monitoring the legal challenges and assessing the potential impact of the rule on our disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. This ASU enhances annual income tax disclosures primarily related to our effective tax rate reconciliation and income taxes paid. The amendments in this ASU are to be applied prospectively, although retrospective application is permitted, and are effective for our annual financial statements starting in fiscal 2026. Early adoption is permitted. This ASU is not expected to have a material impact on our Consolidated Financial Statements. We are currently assessing the impact of the new requirements on our disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures. This ASU enhances segment disclosures primarily related to significant segment expenses for both interim and annual periods. The amendments in this ASU are to be applied retrospectively and are effective for our annual financial statements starting in fiscal 2025 and interim periods starting in fiscal 2026. Early adoption is permitted. This ASU will result in additional disclosures with no impact to our Consolidated Financial Statements.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendment in Response to the SEC’s Disclosure Update and Simplification Initiative. The ASU incorporates several disclosure and presentation requirements currently residing in the SEC Regulations S-X and S-K. The amendments will be applied prospectively and are effective when the SEC removes the related requirements from Regulations S-X or S-K. Any amendments the SEC does not remove by June 30, 2027 will not be effective. As we are currently subject to these SEC requirements, this ASU is not expected to have a material impact on our Consolidated Financial Statements or related disclosures.

No other new accounting pronouncements issued or effective during the nine months ended May 31, 2025 have had, or are expected to have, a material impact on our Consolidated Financial Statements.

3. REVENUE RECOGNITION

We derive most of our revenues by delivering client access to our multi-asset class solutions powered by our platform of connected data and technology that is available over the contractual term (referred to as the "Hosted Platform"). The Hosted Platform is a subscription-based service that provides client access to various combinations of products and services including workstations, portfolio analytics and enterprise solutions. We also derive revenues through the CGS platform, a subscription-based service that provides access to a database of universally recognized security identifiers and related descriptive data for issuers and their financial instruments (referred to as the "Identifier Platform").

The majority of each of our contracts with clients, whether for Hosted Platform or Identifier Platform services, represents a single performance obligation covering a series of distinct products and services that are substantially the same and that have the same pattern of transfer to the client. The primary nature of the promise to the client is to provide daily access to each of these data and analytics platforms over the associated contractual term. These platforms provide integrated financial information, analytical applications and industry-leading service for the investment community. Based on the nature of the products and services offered by these platforms, we apply an output time-based measure of progress as the client is simultaneously receiving and consuming the benefits of the respective platform. We recognize revenue for the majority of these platforms in accordance with the 'as invoiced' practical expedient, because the consideration that we have the right to invoice corresponds directly with the value of our performance to date. There are no significant judgments that would impact the timing of revenue recognition.

Due to our election of the practical expedient, we do not consider payment terms as a financing component within a client contract when, at contract inception, the period between the transfer of the promised services to the client and the payment timing for those services will be one year or less.

The majority of client contracts have a duration of one year, or the amount we are entitled to receive corresponds directly with the value of our performance obligations completed to date. Therefore, we do not disclose the value of the remaining unsatisfied performance obligations. 

We disaggregate revenues from our client contracts by segment based on the geographic region where the sale originated. Our business segmentation by geography is aligned with the operational and economic characteristics of our business. Refer to Note 16, Segment Information, for further information. 

The following table presents revenues disaggregated by segment:

			Three Months Ended						Nine Months Ended
			May 31,						May 31,
(in thousands)			2025			2024			2025			2024
Americas			$	380,501		$	356,468		$	1,117,404		$	1,057,453
EMEA			145,741			141,279			432,853			420,016
Asia Pacific			59,278			54,961			174,590			163,400
Total Revenues			$	585,520		$	552,708		$	1,724,847		$	1,640,869

4. FAIR VALUE MEASURES

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. In determining fair value, the use of various valuation methodologies, including market, income and cost approaches are permissible. When pricing an asset or liability, the inputs to these valuation methodologies consider market comparable information, taking into account the principal or most advantageous market in which we would transact. 

The accounting guidance for fair value measurements establishes a three-level fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy ranks the reliability of the inputs, based upon the lowest level of input that is significant to the fair value measurement, used to determine fair value. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect its placement within the fair value hierarchy.

We have categorized our assets and liabilities within the fair value hierarchy as follows:

Level 1 – applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 – applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 – applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The assumptions used in determining fair value represent our best estimates, but these estimates involve inherent uncertainties and the application of our judgment. As a result, if factors change, our fair value estimates could be materially different in the future and may adversely affect our business and financial results.

(a) Assets and Liabilities Measured at Fair Value on a Recurring Basis 

The following tables show, by level within the fair value hierarchy, our assets and liabilities that are measured at fair value on a recurring basis as of May 31, 2025 and August 31, 2024. We did not have any transfers between levels of fair value measurements during the nine months ended May 31, 2025 and the fiscal year ended August 31, 2024.

(1) Our money market funds are readily convertible into cash. The net asset value of each fund on the last day of the reporting period is used to determine its fair value. Our money market funds are included in Cash and cash equivalents within the Consolidated Balance Sheets.

(2) Our mutual funds' fair value is based on the fair value of the underlying investments held by the mutual funds, allocated to each share of the mutual fund using a net asset value approach. The fair value of each underlying investment is based on observable inputs. Our mutual funds are included in Investments within the Consolidated Balance Sheets.

(3) Our derivative instruments included our foreign exchange forward contracts and interest rate swap agreements. We utilized the income approach to measure fair value for our foreign exchange forward contracts. The income approach uses pricing models that rely on market observable inputs such as spot, forward and interest rates, as well as credit default swap spreads. To estimate fair value for our interest rate swap agreements, we utilized a present value of future cash flows, leveraging a model-derived valuation that uses observable inputs such as interest rate yield curves. Refer to Note 5, Derivative Instruments for more information on our derivative instruments and their classification within the Consolidated Balance Sheets.

(4) Our contingent liabilities resulted from the acquisitions of various businesses. These liabilities reflect the present value of potential future payments that are contingent upon the achievement of certain specified milestones and are valued using a scenario-based method. This method incorporates unobservable inputs and assumptions made by management, including the probability of achieving specified milestones, expected time until payment and the discount rate. Refer to Note 6, Acquisitions for more information on the contingent liabilities associated with the Liquid Holdings LLC ("LiquidityBook") and Platform Group Limited ("Irwin") acquisitions.

Assets that are measured at fair value on a non-recurring basis primarily include our PPE, lease right-of-use ("ROU") assets, goodwill and intangible assets. These assets are assessed for impairment whenever events or circumstances indicate their carrying value may not be fully recoverable, and at least annually for goodwill. The fair values of these non-financial assets are determined based on valuation techniques using the best information available, and may include quoted market prices, market comparable information and discounted cash flow projections.

(c) Assets and Liabilities Measured at Fair Value for Disclosure Purposes Only 

We elected not to carry our debt at fair value on the Consolidated Balance Sheets. Our Senior Notes are publicly traded; therefore, the fair value of our Senior Notes is estimated based on quoted prices in active markets as of the last business day of the reporting period, which are considered Level 1 inputs. The fair value of our 2022 and 2025 Credit Facilities, for their respective outstanding periods, was estimated based on quoted market prices for similar instruments, adjusted for unobservable inputs to ensure comparability to our investment rating, maturity terms and principal outstanding, which are considered Level 3 inputs. Refer to Note 11, Debt for definitions of, and more information on, our Senior Notes and 2025 Credit Facilities.

The following table summarizes information on our outstanding debt as of May 31, 2025 and August 31, 2024:

(1) Amount excludes the debt issuance costs related to the 2025 Revolving Facility which are presented within Other assets on the Consolidated Balance Sheets.

In designing our hedging approach, we consider several factors, including offsetting exposures, the significance of exposures, the forecasting of risk and the potential effectiveness of the hedge to reduce the volatility of our earnings and cash flows. Factors considered in the decision to hedge an underlying market exposure include the materiality of the risk, the volatility of the market, the duration of the hedge, the degree to which the underlying exposure is committed, and the availability, effectiveness and cost of derivative instruments.

We utilize derivative instruments to manage risk and not for speculative or trading purposes. We limit counterparties to financial institutions we believe are credit-worthy. Refer to Note 2, Summary of Significant Accounting Policies - Concentrations of Credit Risk, for further discussion on counterparty credit risk. 

We leverage foreign currency forward contracts and interest rate swap agreements to mitigate certain operational exposures from the impact of changes in foreign currency exchange rates and to manage our floating interest rate exposure, respectively. Our foreign currency forward contracts and interest rate swap agreements are designated as cash flow hedges at inception.

For highly effective cash flow hedges, the change in the derivative's fair value is recorded in Accumulated other comprehensive loss ("AOCL"), net of tax, in the Consolidated Balance Sheets. Our cash flow hedges were highly effective with no amount of ineffectiveness recorded in the Consolidated Statements of Income during the three and nine months ended May 31, 2025 and May 31, 2024.

Realized gains or losses from the settlement of our foreign currency forward contracts and interest rate swap agreements are subsequently reclassified into SG&A and Interest expense, respectively, in the Consolidated Statements of Income. There was no discontinuance of our cash flow hedges during the nine months ended May 31, 2025 and May 31, 2024. As such, no corresponding gains or losses were reclassified into earnings prior to settlement during those respective periods. 

Refer to Part I, Item 3. Quantitative and Qualitative Disclosures About Market Risk of this Quarterly Report on Form 10-Q for further discussion on our exposure to foreign exchange rate fluctuations.

On April 24, 2025 we entered into an interest rate swap agreement ("2025 Swap Agreement") with a notional amount of $200.0 million to hedge a portion of our outstanding floating Secured Overnight Financing Rate ("SOFR") debt with a fixed interest rate of 4.086%. The notional amount of the 2025 Swap Agreement declines by $50.0 million on a quarterly basis beginning May 31, 2025 and matures on February 28, 2026. As of May 31, 2025, the notional amount of the 2025 Swap Agreement was $150.0 million.

On March 1, 2024, we entered into an interest rate swap agreement ("2024 Swap Agreement") with a notional amount of $200.0 million to hedge a portion of our outstanding floating SOFR debt with a fixed interest rate of 5.145%. The notional amount of the 2024 Swap Agreement declined by $50.0 million on a quarterly basis beginning May 31, 2024. The 2024 Swap Agreement matured on February 28, 2025.

On March 1, 2022, we entered into an interest rate swap agreement ("2022 Swap Agreement") with a notional amount of $800.0 million to hedge a portion of our outstanding floating SOFR debt with a fixed interest rate of 1.162%. The notional amount of the 2022 Swap Agreement declined by $100.0 million on a quarterly basis beginning May 31, 2022. The 2022 Swap Agreement matured on February 28, 2024.

Refer to Note 11, Debt, for further discussion of our outstanding floating rate debt and refer to Part I, Item 3. Quantitative and Qualitative Disclosures About Market Risk, in this Quarterly Report on Form 10-Q for further discussion of our exposure to interest rate risk on our outstanding floating rate debt.

The following is a summary of the gross notional values of our derivative instruments:

The following is a summary of the fair values of our derivative instruments:

			Fair Value of Derivative Instruments
(in thousands)			Derivative Assets												Derivative Liabilities
Derivatives designated as hedging instruments			Balance Sheet Classification			May 31, 2025			August 31, 2024						Balance Sheet Classification			May 31, 2025			August 31, 2024
Foreign currency forward contracts			Prepaid expenses and other current assets			$	5,211		$	2,619					Accounts payable and accrued expenses			$	17		$	127
Interest rate swap agreement			Prepaid expenses and other current assets			70			—						Accounts payable and accrued expenses			—			123
Total cash flow hedges						$	5,281		$	2,619								$	17		$	250

The following table provides the pre-tax effect of cash flow hedge accounting on our AOCL for the three months ended May 31, 2025 and May 31, 2024:

As of May 31, 2025, we estimate that net pre-tax derivative gains of $5.3 million included in AOCL will be reclassified into earnings within the next 12 months.

We enter into master netting arrangements designed to permit net settlement of derivative transactions among the respective counterparties, settled on the same date and in the same currency. As of May 31, 2025 and August 31, 2024, there were no material amounts recorded net in the Consolidated Balance Sheets.

Our acquisitions with the most significant cash flows during fiscal 2024 through the third quarter of fiscal 2025 include:

On February 7, 2025, we completed the acquisition of LiquidityBook for a purchase price of $243.2 million, net of cash acquired, and inclusive of preliminary working capital adjustments. The purchase price includes contingent consideration of $11.9 million which reflects the acquisition date fair value of potential future payments that are contingent upon the achievement of certain specified milestones. Refer to Note 4, Fair Value Measures, for information regarding the contingent consideration.

The results of LiquidityBook's operations have been included within the Americas, EMEA and Asia Pacific segments in our Consolidated Financial Statements. Pro forma information has not been presented because the effect of the LiquidityBook acquisition is not material to our Consolidated Financial Statements.

The preliminary purchase price allocation is subject to change pending a final valuation of the assets and liabilities acquired and the finalization of working capital adjustments. We expect to finalize the allocation of the purchase price for LiquidityBook as soon as possible, but in any event, no later than one year from the acquisition date.

The acquisition date fair values of major classes of assets acquired and liabilities assumed are as follows:

Goodwill totaling $162.0 million represents the excess of the LiquidityBook purchase price over the fair value of net assets acquired and considers future economic benefits that we expect to achieve as a result of the acquisition. The goodwill is included in the Americas, EMEA and Asia Pacific segments, subject to final allocation, and is deductible for income tax purposes.

On November 5, 2024, we completed the acquisition of Irwin for a purchase price of $120.2 million, net of cash acquired, and inclusive of working capital adjustments. The purchase price includes contingent consideration of $9.6 million which reflects the acquisition date fair value of potential future payments that are contingent upon the achievement of certain specified milestones. Refer to Note 4, Fair Value Measures, for information regarding the contingent consideration.

The results of Irwin's operations have been included within the Americas, EMEA and Asia Pacific segments in our Consolidated Financial Statements. Pro forma information has not been presented because the effect of the Irwin acquisition is not material to our Consolidated Financial Statements.

We finalized the purchase accounting for the Irwin acquisition during the third quarter of fiscal 2025 and did not record any material changes to the preliminary purchase price allocation. The acquisition date fair values of major classes of assets acquired and liabilities assumed are as follows:

Goodwill totaling $91.4 million represents the excess of the Irwin purchase price over the fair value of net assets acquired and considers future economic benefits that we expect to achieve as a result of the acquisition. The goodwill is included in the Americas and EMEA segments and is not deductible for income tax purposes.

Changes in the carrying value of goodwill by segment for the nine months ended May 31, 2025 are as follows:

Goodwill is not amortized as it is estimated to have an indefinite life. Goodwill impairment is tested at the reporting unit level, which is consistent with our segments. We test goodwill annually during the fourth quarter of each fiscal year or more frequently if events and circumstances occur indicating that it is more likely than not that the fair value of any one of our reporting units is less than its respective carrying value. If the carrying value of the reporting unit exceeds the fair value, then the goodwill is considered impaired and written down to the reporting unit’s fair value.

We tested our goodwill for impairment during the fourth quarter of fiscal 2024 utilizing a qualitative analysis. We concluded there was no impairment as it was more likely than not that the fair value of each of our reporting units was not less than its re spective carrying value.

No events or circumstances were identified during the nine months ended May 31, 2025 that would indicate it is more likely than not that goodwill has been impaired.

We amortize intangible assets on a straight-line basis over their estimated useful lives. The following table presents the estimated useful life, gross carrying amounts and accumulated amortization related to our identifiable intangible assets as of May 31, 2025 and August 31, 2024:

The weighted average useful life of our intangible assets as of May 31, 2025 was 30.5 years. Intangible assets are tested for impairment qualitatively on a quarterly basis or whenever events or changes in circumstances indicate that the carrying amount of an asset group is not recoverable. If indicators of impairment are present, our intangible assets are tested for impairment by comparing the carrying value to undiscounted cash flows and, if impaired, written down to fair value based on discounted cash flows. We did not identify a material impairment nor a material change to the estimated remaining useful lives of our intangible assets during the nine months ended May 31, 2025 and May 31, 2024. Our intangible assets have no assigned residual values.

The following table presents the amortization expense for our intangible assets which is included in Cost of services in our Consolidated Statements of Income:

As of May 31, 2025, estimated intangible asset amortization expense for each of the next five years and thereafter is as follows:

We are subject to taxation in the United States and various foreign jurisdictions in which we conduct our business. Income tax expense is based on taxable income determined in accordance with current enacted laws and tax rates. Deferred income taxes are recorded for the temporary differences between the financial statement carrying amounts and the tax basis of our assets and liabilities using currently enacted tax rates.

The provision for income taxes and the effective tax rate are as follows:

			Three Months Ended						Nine Months Ended
			May 31,						May 31,
(in thousands)			2025			2024			2025			2024
Income before income taxes			$	179,948		$	190,532		$	532,007		$	534,373
Provision for income taxes			$	31,406		$	32,397		$	88,583		$	86,743
Effective tax rate			17.5		%	17.0		%	16.7		%	16.2		%

The Organization for Economic Co-operation and Development released Base Erosion and Profit Shifting Pillar Two rules (“Pillar Two”) to introduce a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds. Certain aspects of Pillar Two are effective for tax years beginning on or after January 1, 2024. Although the U.S. has not yet enacted legislation to adopt Pillar Two, certain countries in which we operate have already adopted, or are in the process of adopting, legislation to implement Pillar Two. After considering the applicable tax law changes associated with Pillar Two legislation, we determined there was no material impact to our provision for income taxes for the three and nine months ended May 31, 2025.

Our operating lease arrangements relate to our office space and data centers. We review new arrangements at inception to evaluate whether we obtain substantially all the economic benefits of and have the right to control the use of an asset. Our lease ROU assets and lease liabilities are recognized based on the present value of future minimum lease payments at lease commencement or modification date (which includes fixed lease payments and certain qualifying index-based variable payments) over the reasonably certain lease term, leveraging an estimated incremental borrowing rate ("IBR"). Certain adjustments to calculate our lease ROU assets may be required due to prepayments, lease incentives received and initial direct costs incurred. We account for lease and non-lease components as a single lease component, which we recognize over the expected lease term on a straight-line expense basis in occupancy costs (a component of SG&A expense) in our Consolidated Statements of Income.

As of May 31, 2025, we recognized $119.2 million of Lease ROU assets, net and $190.3 million of combined Current lease liabilities and Long-term lease liabilities in the Consolidated Balance Sheets. Our leases have remaining lease terms ranging from less than one year to just under 11 years. Our lease agreements may include options to extend or terminate the lease which are included in the measurement of our lease term when it is reasonably certain that we will exercise the option.

The following table presents our future minimum lease payments and a reconciliation to the combined Current lease liabilities and Long-term lease liabilities in the Consolidated Balance Sheets as of May 31, 2025:

The following table includes components of our occupancy costs:

			Three Months Ended						Nine Months Ended
			May 31,						May 31,
(in thousands)			2025			2024			2025			2024
Operating lease costs(1)			$	7,974		$	7,583		$	23,152		$	22,846
Variable lease costs(2)			$	4,031		$	3,740		$	13,696		$	13,046

(1) Operating lease costs include costs associated with fixed lease payments and index-based variable payments that qualified for lease accounting under ASC 842, Leases and complied with the practical expedients and exceptions we elected.

(2) Variable lease costs include costs that are not fixed and are not dependent on an index or rate. These costs were not included in the measurement of lease liabilities and primarily include variable non-lease costs, such as utilities, real estate taxes, insurance and maintenance, as well as lease costs for those leases that qualified for the short-term lease exception.

The following table summarizes our weighted average remaining lease term and weighted average discount rate related to our operating leases recorded on the Consolidated Balance Sheets:

The following table summarizes supplemental cash flow information related to our operating leases:

			Nine Months Ended
			May 31,
(in thousands)			2025			2024
Cash paid for amounts included in the measurement of lease liabilities			$	30,218		$	29,579
Lease ROU assets obtained in exchange for lease liabilities(1)			$	5,175		$	10,183
Reductions to ROU assets resulting from reductions to lease liabilities(2)			$	(5,528)		$	(281)

(1)Primarily includes new lease arrangements entered into during the respective period and contract modifications that extend our lease terms and/or provide additional rights.

(2)Primarily relates to lease term reassessments based on contractual options to early terminate, resulting in a reduction to the lease liability and the corresponding lease ROU asset.

11. DEBT

We elected not to carry our debt at fair value. The carrying value of our debt is net of related unamortized discounts and debt issuance costs. Our debt obligations as of May 31, 2025 and August 31, 2024 consisted of the following:

(1)The 2022 Term Facility was repaid in full on February 28, 2025.

(2)The 2022 Revolving Facility was repaid in full and terminated on April 8, 2025.

(3)Amount excludes the debt issuance costs related to the 2025 Revolving Facility which are presented within Other assets on the Consolidated Balance Sheets.

As of May 31, 2025, annual maturities on our debt obligations, based on contractual maturity dates, were as follows:

We pay a commitment fee on the daily unused amount of the 2025 Revolving Facility using a pricing grid based on our senior unsecured non-credit enhanced long-term debt rating and our total leverage ratio. The commitment fee remained consistent at 0.1% through May 31, 2025.

Debt issuance costs related to the 2025 Credit Facilities were $3.4 million. Debt issuance costs are presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of the debt liability for the 2025 Term Facility and within Other assets for the 2025 Revolving Facility. Debt issuance costs are amortized to Interest expense in the Consolidated Statements of Income on a straight-line basis over the contractual term of the debt (which approximates the effective interest method for the 2025 Term Facility).

The 2025 Credit Agreement contains usual and customary event of default provisions for facilities of this type, which are subject to usual and customary grace periods and materiality thresholds. If an event of default occurs under the 2025 Credit Agreement, the lenders may, among other things, terminate their commitments and declare all outstanding borrowings immediately due and payable.

The 2025 Credit Agreement contains usual and customary affirmative and negative covenants for facilities of this type, including a financial covenant requiring maintenance of a total leverage ratio of no greater than 3.75 to 1.00 as of the last day of each fiscal quarter (subject to an increase to 4.25 to 1.00 for five consecutive fiscal quarters in connection with certain material acquisitions). We were in compliance with all covenants and requirements of the 2025 Credit Agreement as of May 31, 2025.

We leverage interest rate swap agreements to manage our floating interest rate exposure with a fixed interest rate. Refer to Note 5, Derivative Instruments for further discussion of our swap agreements.

The Senior Notes were issued at an aggregate discount of $2.8 million and we incurred approximately $9.1 million in debt issuance costs during fiscal 2022. Debt discounts and debt issuance costs are presented in the Consolidated Balance Sheets as a net direct deduction from the carrying amount of the debt liability. The debt discounts and debt issuance costs are amortized to Interest expense in the Consolidated Statements of Income over the contractual term of the debt, leveraging the effective interest method.

The following table presents the interest expense on our outstanding debt which is a component of Interest expense in our Consolidated Statements of Income:

(1)    Interest expense on our outstanding debt includes the related amortization of debt issuance costs and debt discounts. Interest expense is net of the effects of our interest rate swap agreements.

Commitments represent obligations, such as those for future purchases of goods or services that are not yet recorded on the balance sheet as liabilities. We record liabilities for commitments when incurred (i.e., when the goods or services are received).

Except for income tax contingencies, we accrue for contingencies when we believe that a loss is probable and the amount can be reasonably estimated. Judgment is required to determine both the probability and the estimated amount of loss. If the reasonable estimate of a probable loss is a range, we record an accrual for the most probable estimate of the loss or the minimum amount when no amount within the range is a better estimate than any other amount. We review these accruals on a quarterly basis and adjust, as necessary, to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other current information. Contingent gains are recognized only when realized.

Income tax contingencies related to uncertain tax positions are accounted for in accordance with applicable accounting guidance. Refer to Note 2, Summary of Significant Accounting Policies - Income Taxes in the Notes to the Consolidated Financial Statements included in Part II, Item 8. of our Annual Report on Form 10-K for the fiscal year ended August 31, 2024 for further details.

Purchase obligations represent our legally-binding agreements to purchase fixed or minimum quantities at determinable prices. As of August 31, 2024, we had total purchase obligations with suppliers and vendors of $382.6 million. Our total purchase obligations as of August 31, 2024 primarily related to hosting services, acquisition of data and, to a lesser extent, third-party software providers. For the nine months ended May 31, 2025, we had no new material purchase obligations.

We also have contractual obligations related to our lease liabilities and outstanding debt. Refer to Note 10, Leases and Note 11, Debt, for information regarding lease commitments and outstanding debt obligations, respectively.

From time to time, we are required to obtain letters of credit in the ordinary course of business. Our 2025 Revolving Facility allows for the availability of up to $100.0 million in the form of letters of credit. We have not obtained any letters of credit under the 2025 Revolving Facility since its inception. As of May 31, 2025 and August 31, 2024, we had $0.7 million and $0.4 million of standby letters of credit outstanding, respectively. No liabilities related to these arrangements are reflected in the Consolidated Balance Sheets.

Refer to Note 11, Debt, for information regarding the 2025 Revolving Facility.

In the normal course of our business, we are, or may be, engaged in various legal proceedings, claims, litigation and regulatory proceedings. In view of the uncertainty inherent in litigation and regulatory matters, we cannot predict the eventual outcome of such matters or the timing of their resolution, or in most cases reasonably estimate what the eventual judgments, damages, fines, penalties or impact of activity (if any) restrictions may be. While we cannot predict the outcome of these matters, based on information available at May 31, 2025, our management believes that the ultimate outcome of these unresolved matters against us, individually or in the aggregate, will not have a material adverse effect on our consolidated financial position, our results of operations or our cash flows.

As a multinational company operating in many states and countries, we are routinely audited by various taxing authorities and have reserved for potential adjustments to our provision for income taxes that may result from examinations by, or any negotiated settlements with, these tax authorities. We believe that the final outcome of these examinations or settlements will not have a material effect on our consolidated financial position, results of operations or our cash flows. If events occur which indicate payment of these amounts is unnecessary, the reversal of the liabilities would result in the recognition of tax benefits in the period we determine the liabilities are no longer necessary. If our estimates of the federal, state and foreign income tax liabilities are less than the ultimate assessment, additional expense would result.

During August 2019 through February 2024, we received various assessment and audit notices from the Commonwealth of Massachusetts Department of Revenue (the "Commonwealth") with respect to sales taxes, interest and underpayment penalties relating to the tax periods from January 1, 2006 through December 31, 2023 ("Sales Taxes"). We entered into an agreement with the Commonwealth on November 26, 2024 which fully resolved all matters relating to the Sales Taxes.

During the first quarter of fiscal 2025 and the fourth quarter of fiscal 2024, we took charges of approximately $2.4 million and $54.0 million, respectively, related to this dispute and made corresponding payments of $56.4 million to the Commonwealth during the first quarter of fiscal 2025. In addition to reserves taken in prior fiscal years, this brought our total charge and cash payments with respect to this matter to approximately $66.2 million.

The following table presents the shares of common stock repurchased under our share repurchase program and acquired from holders of our stock-based awards upon vesting to satisfy tax withholding requirements:

(1) For the three and nine months ended May 31, 2025, amount excludes a 1% excise tax of $0.7 million and $2.0 million, respectively, on corporate stock repurchases required under the Inflation Reduction Act of 2022.

We may repurchase shares of our common stock under our share repurchase program from time-to-time in the open market or via privately negotiated transactions, subject to market conditions. There is no defined number of shares to be repurchased over a specified timeframe through the life of our share repurchase program. On September 17, 2024, our Board of Directors authorized up to $300 million for share repurchases during fiscal 2025. As of May 31, 2025, $106.2 million remained authorized under our share repurchase program.

On June 17, 2025, our Board of Directors authorized up to $400 million for share repurchases on or after September 1, 2025 through September 30, 2026.

In addition to our share repurchase program, we also acquire shares of our common stock from holders of our stock-based awards to satisfy withholding tax requirements due at vesting. Shares acquired from these holders do not reduce the amount authorized for repurchase under the share repurchase program.

Refer to Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, of this Quarterly Report on Form 10-Q for further discussion on our share repurchase activity.

Refer to Note 15, Stock-Based Compensation for more information on equity awards issued during the nine months ended May 31, 2025 and May 31, 2024.

Our Board of Directors approved the following dividends:

Year Ended			Dividends per Share of Common Stock			Record Date			Total Amount (in thousands)			Payment Date
Fiscal 2025
First Quarter			$	1.04		November 29, 2024			$	39,572		December 19, 2024
Second Quarter			$	1.04		February 28, 2025			$	39,511		March 20, 2025
Third Quarter			$	1.10		May 30, 2025			$	41,644		June 18, 2025
Fiscal 2024
First Quarter			$	0.98		November 30, 2023			$	37,299		December 21, 2023
Second Quarter			$	0.98		February 29, 2024			$	37,360		March 21, 2024
Third Quarter			$	1.04		May 31, 2024			$	39,589		June 20, 2024

In the third quarter of fiscal 2025, our Board of Directors approved a 6% increase in the regular quarterly dividend from $1.04 to $1.10 per share. Future cash dividend payments are subject to final determination by our Board of Directors and will depend on our earnings, capital requirements, financial condition and other relevant factors.

The components of AOCL as of May 31, 2025 and August 31, 2024 were as follows:

14. EARNINGS PER SHARE

Basic earnings per common share ("Basic EPS") is computed by dividing net income by the number of weighted average common shares outstanding during the period. Diluted earnings per common share ("Diluted EPS") is calculated by using the treasury stock method which assumes the issuance of common stock for all potentially dilutive stock-based awards.

The following is a reconciliation of our Basic and Diluted EPS computations:

			Three Months Ended						Nine Months Ended
			May 31,						May 31,
(in thousands, except per share data)			2025			2024			2025			2024
Numerator
Net income used for calculating Basic EPS and Diluted EPS			$	148,542		$	158,135		$	443,424		$	447,630
Denominator
Weighted average common shares used in the calculation of Basic EPS			37,907			38,089			37,976			38,069
Common stock equivalents associated with stock-based compensation plans			437			551			481			575
Shares used in the calculation of Diluted EPS			38,344			38,640			38,457			38,644
Basic EPS			$	3.92		$	4.15		$	11.68		$	11.76
Diluted EPS			$	3.87		$	4.09		$	11.53		$	11.58

The following table presents the potential common shares that were excluded from Diluted EPS as they relate to stock-based awards that were antidilutive or subject to performance conditions which have not been satisfied by the end of the reporting period:

Our stock-based compensation expense consists of:

•Stock options, restricted stock units ("RSUs") and performance share units ("PSUs") issued to eligible employees under the FactSet Research Systems Inc. Stock Option and Award Plan, as Amended and Restated (the "LTIP").

•Stock options and RSUs issued to non-employee members of the Board of Directors ("non-employee directors") under the FactSet Research Systems Inc. Non-Employee Directors’ Stock Option and Award Plan, as Amended and Restated (the "Director Plan").

•Common stock purchased by eligible employees under the FactSet Research Systems Inc. Employee Stock Purchase Plan, as Amended and Restated (the "ESPP").

We measure and recognize stock-based compensation expense for all stock-based awards and purchases of common stock under the ESPP based on their estimated grant date fair value.

We utilize a lattice-binomial option-pricing model ("binomial model") to estimate the grant date fair value for our employee stock options and the Black-Scholes model to estimate the grant date fair value for non-employee director stock options and common stock purchased by eligible employees under our ESPP.

Both the binomial model and Black-Scholes model involve certain estimates and assumptions such as:

•Risk-free interest rate - based on the U.S. Treasury yield curve in effect at the time of grant with maturities equal to the expected terms of the stock-based awards granted.

•Expected life - the weighted average period the stock-based awards are expected to remain outstanding.

•Expected volatility - based on a blend of historical volatility of the stock-based award's expected term and the weighted average implied volatility for call option contracts traded in the 90 days preceding the stock-based award's valuation date.

•Dividend yield - the expectation of dividend payouts based on our history.