FTI Consulting, Inc: Form 10-Q for the period ended Sep 30, 2026

The following is a discussion and analysis of our consolidated financial condition, results of operations, and liquidity and capital resources for the three and nine months ended September 30, 2026 and 2025, and significant factors that could affect our prospective financial condition and results of operations. This discussion should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes and with our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the United States (“U.S.”) Securities and Exchange Commission (“SEC”). In addition to historical information, the following discussion includes forward-looking statements based on current expectations that involve risks, uncertainties and assumptions, such as our plans, objectives, expectations and intentions. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, these expectations or any of the forward-looking statements could prove to be incorrect, and actual results could differ materially from those projected or assumed in the forward-looking statements.

BUSINESS OVERVIEW

FTI Consulting, Inc., including its consolidated subsidiaries (collectively, the “Company,” “we,” “our” or “FTI Consulting”) is a leading global expert firm for organizations facing crisis and transformation. Individually, each of our segments and practices is staffed with experts recognized for the depth of their knowledge and a track record of making an impact.

We report financial results for the following five reportable segments:

Our Corporate Finance segment focuses on the strategic, operational, financial, transactional and capital needs of our clients around the world. Our clients include companies, boards of directors, investors, private equity sponsors, lenders, and other financing sources and creditor groups, governments and other interested parties. We deliver a wide range of services centered around three core offerings: Transactions, Transformation and Turnaround & Restructuring.

Our Forensic and Litigation Consulting (“FLC”) segment provides law firms, companies, boards of directors, government entities, private equity firms and other interested parties with a multidisciplinary and independent range of services across risk & investigations and disputes, supported by our data & analytics technology-enabled solutions, with a focus on highly regulated industries. Our services are centered around five core offerings: Construction, Projects & Assets and Environmental Solutions, Data & Analytics, Dispute Advisory Services, Healthcare Risk Management & Advisory and Risk & Investigations, which includes our cybersecurity and financial services-related offerings.

Our Economic Consulting segment, including subsidiary Compass Lexecon LLC, provides law firms, companies, government entities and other interested parties with analyses of complex economic issues for use in international arbitration, legal and regulatory proceedings and strategic decision making and public policy debates around the world. We deliver a wide range of services centered around three core offerings: Antitrust & Competition Economics, Financial Economics and International Arbitration.

Our Technology segment provides companies, law firms, private equity firms and government entities with a comprehensive global portfolio of digital insights and risk management, artificial intelligence (“AI”) and data services. Our professionals help organizations better address risk as the growing volume and variety of enterprise and emerging data intersects with legal, regulatory and compliance needs. We deliver a wide range of expert and AI-powered solutions driven by five core client needs: Blockchain & Digital Assets, Information Governance, Privacy & Security, Investigations, Litigation, and M&A, Antitrust and Competition.

Our Strategic Communications segment develops and executes communications strategies to help management teams, boards of directors, law firms, governments and regulators manage change and mitigate risk surrounding transformational and disruptive events, including crises, transactions, investigations, disputes, regulation and legislation. We deliver a wide range of services centered around three core offerings: Corporate Reputation, Financial Communications and Public Affairs.

We derive substantially all of our revenues from providing professional services to both U.S. and international clients. Most of our services are rendered under time and expense contract arrangements, which require the client to pay us based on the number of hours worked at contractually agreed-upon rates. Under this arrangement, we typically bill our clients for reimbursable expenses, including those relating to travel, out-of-pocket expenses, outside consultants and other outside service costs. Certain contracts are rendered under fixed-fee arrangements, which require the client to pay a fixed fee in exchange for a predetermined set of professional services. Fixed-fee arrangements may require certain clients to pay us a recurring retainer. Our contract arrangements may also contain success fees or performance-based arrangements in which our fees are based on the attainment of contractually defined objectives with our client. This type of success fee may supplement a time and expense or fixed-fee arrangement. Success fees and other contractual terms may cause variations in our revenues and operating results due to the timing of when achieving the performance-based criteria becomes probable. Seasonal factors, such as the timing of our employees’ and clients’ vacations and holidays, may impact the timing of our revenue recognition across our segments.

In our Technology segment, certain clients are billed based on the amount of data storage used or the volume of information processed. Unit-based revenues are defined as revenues billed on a per item, per page or another unit-based method and include revenues from data processing and hosting. Unit-based revenues include revenues associated with licensed software products made available to customers via a web browser (“on-demand”). On-demand revenues are charged on a unit or monthly basis and include, but are not limited to, processing and review related functions.

Our financial results are primarily driven by:

• the number, size and type of engagements we secure;
• the number of billable professionals;
• the utilization rates of the billable professionals we employ;
• the rate per hour or fixed charges we charge our clients for services;
• the timing of revenue recognition;
• the length of the billing and collection cycles; and
• the geographic locations of our clients or locations in which services are rendered.

We define acquisition growth as revenues of acquired companies in the first 12 months following the effective date of an acquisition. When significant, we identify the impact of acquisition-related revenue growth.

When significant, we identify the estimated impact of foreign currency (“FX”) driven by our businesses with functional currencies other than the U.S. dollar (“USD”). The estimated impact of FX on the period-to-period performance results is calculated as the difference between the prior period results multiplied by the average FX exchange rates to USD in the current period and the prior period results, multiplied by the average FX exchange rates to USD in the prior period.

Non-GAAP Financial Measures

In the accompanying analysis of financial information, we sometimes use information derived from consolidated and segment financial information that may not be presented in our financial statements or prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). Certain of these financial measures are considered not in conformity with GAAP (“non-GAAP financial measures”) under the SEC rules. Specifically, we have referred to the following non-GAAP financial measures:

• Total Segment Operating Income
• Adjusted Segment EBITDA
• Total Adjusted Segment EBITDA
• Adjusted EBITDA
• Adjusted EBITDA Margin
• Adjusted Net Income
• Adjusted Earnings per Diluted Share
• Free Cash Flow

We have included the definition of Segment Operating Income (Loss), which is a GAAP financial measure, below in order to more fully define the components of certain non-GAAP financial measures in the accompanying analysis of financial information.

We define Segment Operating Income (Loss) as a segment’s share of consolidated operating income. We define Total Segment Operating Income, which is a non-GAAP financial measure, as the total of Segment Operating Income (Loss) for all segments, which excludes unallocated corporate expenses. We use Segment Operating Income (Loss) for the purpose of calculating Adjusted Segment EBITDA, which is a non-GAAP financial measure. We define Adjusted Segment EBITDA as Segment Operating Income (Loss) before depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges and goodwill impairment charges. We use Adjusted Segment EBITDA as a basis to internally evaluate the financial performance of our segments because we believe it reflects core operating performance and provides an indicator of the segment’s ability to generate cash. We define Total Adjusted Segment EBITDA, which is a non-GAAP financial measure, as the total of Adjusted Segment EBITDA for all segments, which excludes unallocated corporate expenses.

We define Adjusted EBITDA, which is a non-GAAP financial measure, as consolidated net income before income tax provision, other non-operating income (expense), depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges, gain or loss on sale of a business, losses on early extinguishment of debt and Extraordinary Litigation-Related Expenses (as defined below). We define Adjusted EBITDA Margin, which is a non-GAAP financial measure, as Adjusted EBITDA as a percentage of total revenues. We believe that these non-GAAP financial measures, when considered together with our GAAP financial results and GAAP financial measures, provide management and investors with a more complete understanding of our operating results, including underlying trends. Many of our competitors use common alternative measures of operating performance. Non-GAAP financial measures are used by investors, financial analysts, rating agencies and others to value and compare the financial performance of companies in our industry. Therefore, we also believe that our non-GAAP financial measures, considered along with corresponding GAAP financial measures, provide management and investors with useful supplemental information.

We define Adjusted Net Income and Adjusted Earnings per Diluted Share (“Adjusted EPS”), which are non-GAAP financial measures, as net income and earnings per diluted share (“EPS”), respectively, excluding the impact of remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges, the gain or loss on sale of a business, losses on early extinguishment of debt and Extraordinary Litigation-Related Expenses (as defined below). We use Adjusted Net Income for the purpose of calculating Adjusted EPS. Management uses Adjusted EPS to assess total Company operating performance on a consistent basis. We believe that these non-GAAP financial measures, when considered together with our GAAP financial results and GAAP financial measures, provide management and investors with useful supplemental information on our business operating results, including underlying trends.

We define Free Cash Flow, which is a non-GAAP financial measure, as net cash provided by (used in) operating activities less cash payments for purchases of property and equipment. We believe this non-GAAP financial measure, when considered together with our GAAP financial results, provides management and investors with useful supplemental information on the Company’s ability to generate cash for ongoing business operations and capital deployment.

“Extraordinary Litigation-Related Expenses” represent expenses related to the Company’s litigation in the case captioned FTI Consulting, Inc. et al., v. Jonathan M. Orszag et al., 8:23-cv-03200-BAH-AAQ (D.Md.) (together with ancillary proceedings, “FTI vs. Orszag, et al”). In May 2026, the United States District Court for the District of Maryland (the “Court”) allowed the Company to file a third amended complaint to an existing proceeding against Jonathan Orszag, adding Econic Partners LLC, a competitor of the Company, and Dr. Mark Israel, a former Company employee, as defendants. The third amended complaint also added additional claims, including for theft of Company trade secrets and conspiracy to unlawfully compete. This litigation was originally filed in November 2023 against Mr. Orszag, a former Company employee, to enforce the terms of his employment agreement. As a result of the Court’s allowance of the third amended complaint, in the Company’s judgment, beginning in the second quarter of 2026, FTI vs. Orszag, et al became non-recurring and outside of the ordinary course of business based on the following considerations: (i) the magnitude of the proceedings, (ii) the complexity of the proceedings, (iii) the counterparties involved and (iv) the Company’s overall litigation strategy. No non-GAAP financial measures for prior periods presented have been adjusted for litigation expenses related to FTI vs. Orszag, et al because the proceedings did not become extraordinary until the second quarter of 2026.

Non-GAAP financial measures are not defined in the same manner by all companies and may not be comparable with other similarly titled measures of other companies. Non-GAAP financial measures should be considered in addition to, but not as a substitute for or superior to, the information contained in our Condensed Consolidated Statements of Comprehensive Income and Condensed Consolidated Statements of Cash Flows. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included elsewhere in this report.

EXECUTIVE HIGHLIGHTS

(dollar amounts in thousands, except per share data)

(dollar amounts in thousands, except per share data)

(1) Excluded from non-GAAP financial measures, including Adjusted EBITDA and Adjusted EPS.

Third Quarter 2026 Executive Highlights

Revenues

Revenues for the three months ended September 30, 2026 increased $56.4 million, or 5.9%, compared to the three months ended September 30, 2025, due to higher revenues across all of our business segments.

Special Charges

During the three months ended September 30, 2026, we recorded special charges of $46.0 million as part of a plan to align staffing with demand, which consisted of $45.5 million in salary- and benefits-related costs associated with targeted headcount reductions and $0.5 million in non-cash real estate-related costs. A portion of the special charges liabilities was paid during the three months ended September 30, 2026 and the remaining amounts are expected to be paid in cash in the next 12 months.

The following table details the special charges by segment:

(in thousands)

There were no special charges recorded during the three months ended September 30, 2025.

Net income

Net income for the three months ended September 30, 2026 decreased $19.4 million, or 23.4%, compared to the three months ended September 30, 2025. The decrease in net income was primarily due to special charges recorded during the three months ended September 30, 2026, as well as higher direct costs, selling, general and administrative (“SG&A”) expenses and interest expense, which more than offset an increase in revenues and a lower income tax provision compared to the same quarter in the prior year.

Adjusted EBITDA

Adjusted EBITDA for the three months ended September 30, 2026 increased $23.1 million, or 17.7%, compared to the three months ended September 30, 2025. Adjusted EBITDA Margin of 15.2% for the three months ended September 30, 2026 compared to 13.7% for the three months ended September 30, 2025. The increase in Adjusted EBITDA was primarily due to higher revenues, which was partially offset by an increase in direct costs and SG&A expenses compared to the same quarter in the prior year. Adjusted EBITDA excludes special charges of $46.0 million and Extraordinary Litigation-Related Expenses of $4.5 million for the three months ended September 30, 2026.

EPS and Adjusted EPS

EPS for the three months ended September 30, 2026 decreased $0.25 to $2.35 compared to $2.60 for the three months ended September 30, 2025. The decrease in EPS was primarily due to the decrease in net income as described above, which was partially offset by the favorable impact of lower weighted average shares outstanding.

Adjusted EPS for the three months ended September 30, 2026 increased $1.24 to $3.84 compared to $2.60 for the three months ended September 30, 2025. Adjusted EPS for the three months ended September 30, 2026 excludes $46.0 million of special charges and $4.5 million of Extraordinary Litigation-Related Expenses, which increased Adjusted EPS by $1.36 and $0.13, respectively. Adjusted EPS was equal to EPS for the three months ended September 30, 2025.

Liquidity and Capital Allocation

Net cash provided by operating activities for the three months ended September 30, 2026 decreased $11.5 million, or 5.7%, to $190.4 million compared to $201.9 million for the three months ended September 30, 2025. The decrease in net cash provided by operating activities was primarily due to an increase in operating expense and compensation payments, which was partially offset by higher cash collections and a decrease in forgivable loan issuances. Days sales outstanding (“DSO”) of 101 days at September 30, 2026 compared to 102 days at September 30, 2025.

Free Cash Flow was an inflow of $182.0 million and $187.0 million for the three months ended September 30, 2026 and 2025, respectively. The decrease in Free Cash Flow was due to lower net cash provided by operating activities, as described above, which was partially offset by a decrease in purchases of property and equipment.

We made payments of $85.2 million and $234.2 million for common stock repurchases under the Repurchase Program during the three months ended September 30, 2026 and 2025, respectively.

Fourth Quarter 2026 Special Charge

During the fourth quarter of 2026, we continued our plan to align staffing with demand. We expect to record a special charge of approximately $7 million in the fourth quarter of 2026, consisting of approximately $2 million in salary- and benefits-related costs associated with targeted headcount reductions and approximately $5 million in real estate-related costs.

Headcount

The following table includes the net headcount additions (reductions) by segment and in total for the nine months ended September 30, 2026.

22

RESULTS OF OPERATIONS

Segment and Consolidated Operating Results:

(in thousands, except per share data)

(in thousands, except per share data)

Reconciliation of Net Income to Adjusted EBITDA:

(in thousands)

(in thousands)

(1) Refer to “Non-GAAP Financial Measures” in Part I, Item 2 of this Quarterly Report on Form 10-Q for our definition of “Extraordinary Litigation-Related Expenses.”

Reconciliation of Net Income and EPS to Adjusted Net Income and Adjusted EPS:

(in thousands, except per share data)

(in thousands, except per share data)

(1) Refer to “Non-GAAP Financial Measures” in Part I, Item 2 of this Quarterly Report on Form 10-Q for our definition of “Extraordinary Litigation-Related Expenses.”

Reconciliation of Net Cash Provided by (Used in) Operating Activities to Free Cash Flow:

(in thousands)

(in thousands)

Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025

Revenues and operating income

See “Segment Results” for an expanded discussion of revenues, gross profit and SG&A expenses.

Unallocated corporate expenses

Unallocated corporate expenses increased $12.3 million, or 35.0%, to $47.4 million compared to $35.1 million for the three months ended September 30, 2025. Excluding the impact of special charges of $4.5 million for the three months ended September 30, 2026, unallocated corporate expenses increased $7.8 million, or 22.3%. The increase was primarily due to $4.5 million in Extraordinary Litigation-Related Expenses and higher compensation expenses.

Interest income and other

Interest income and other, which includes FX gains and losses, decreased $1.0 million to a $0.7 million gain for the three months ended September 30, 2026 compared to a $1.7 million gain for the three months ended September 30, 2025, primarily due to a $0.3 million FX remeasurement loss compared to a $0.6 million FX remeasurement gain during the same quarter in the prior year.

FX gains and losses, both realized and unrealized, relate to the remeasurement or settlement of monetary assets and liabilities that are denominated in a currency other than an entity’s functional currency. These monetary assets and liabilities include cash, as well as third-party and intercompany receivables and payables.

Interest expense

Interest expense increased $5.7 million, or 74.6%, to $13.3 million for the three months ended September 30, 2026 compared to $7.6 million for the three months ended September 30, 2025, primarily due to higher borrowings on the $300.0 million term loan under our Credit Agreement (the “Incremental Term Loan”) and our senior unsecured bank revolving credit facility (the “Revolving Credit Facility”).

Income tax provision

Our income tax provision decreased $15.1 million, or 52.4%, to $13.8 million for the three months ended September 30, 2026 compared to $28.9 million for the three months ended September 30, 2025. Our effective tax rate of 17.8% for the three months ended September 30, 2026 compared to 25.9% for the three months ended September 30, 2025. The decrease in the income tax provision was due to both lower income before income tax provision and a lower effective tax rate. The lower effective tax rate was primarily due to a favorable return-to-provision adjustment and the net tax benefits associated with our tax equity investment, which was partially offset by an increase in valuation allowances as compared to the three months ended September 30, 2025.

Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025

Revenues and operating income

See “Segment Results” for an expanded discussion of revenues, gross profit and SG&A expenses.

Unallocated corporate expenses

Unallocated corporate expenses increased $54.7 million, or 57.8%, to $149.3 million compared to $94.6 million for the nine months ended September 30, 2025. Excluding the impact of special charges for the nine months ended September 30, 2026 and 2025, unallocated corporate expenses increased $52.2 million, or 56.3%. The increase was primarily due to legal settlement gains recorded during the nine months ended September 30, 2025 that did not recur, $11.1 million in Extraordinary Litigation-Related Expenses incurred during the nine months ended September 30, 2026, higher compensation expenses and expenses related to our All SMD meeting.

Interest income and other

Interest income and other, which includes FX gains and losses, decreased $1.1 million to a $1.4 million gain for the nine months ended September 30, 2026 compared to a $2.5 million gain for the nine months ended September 30, 2025, primarily due to a $3.1 million decrease in interest income, which was partially offset by a $2.0 million decrease in FX remeasurement losses compared to the same period in the prior year.

Interest expense

Interest expense increased $17.5 million, or 126.6%, to $31.4 million for the nine months ended September 30, 2026 compared to $13.9 million for the nine months ended September 30, 2025, primarily due to higher borrowings on our Revolving Credit Facility and Incremental Term Loan.

Income tax provision

Our income tax provision decreased $18.0 million, or 26.6%, to $49.9 million for the nine months ended September 30, 2026 compared to $67.9 million for the nine months ended September 30, 2025. Our effective tax rate of 21.8% for the nine months ended September 30, 2026 compared to 23.9% for the nine months ended September 30, 2025. The decrease in the income tax provision was due to both lower income before income tax provision and a lower effective tax rate. The lower effective tax rate was primarily due to a favorable return-to-provision adjustment and the net tax benefits associated with our tax equity investment, which was partially offset by an increase in valuation allowances as compared to the nine months ended September 30, 2025.

SEGMENT RESULTS

Adjusted Segment EBITDA

We evaluate the performance of each of our operating segments based on multiple measures of segment profit, including Adjusted Segment EBITDA, which is a non-GAAP financial measure. The following tables reconcile Segment Operating Income (Loss) to Adjusted Segment EBITDA for the three and nine months ended September 30, 2026 and 2025:

(in thousands)

(1) Refer to “Non-GAAP Financial Measures” in Part I, Item 2 of this Quarterly Report on Form 10-Q for our definition of “Extraordinary Litigation-Related Expenses.”

(in thousands)

Total Adjusted Segment EBITDA

We define Total Adjusted Segment EBITDA, which is a non-GAAP financial measure, as the total of Adjusted Segment EBITDA for all segments, which excludes unallocated corporate expenses. The following table reconciles net income to Total Segment Operating Income and Total Adjusted Segment EBITDA for the three and nine months ended September 30, 2026 and 2025:

(in thousands)

(in thousands)

27

Other Segment Operating Data

(1) The number of billable professionals for the Technology segment excludes as-needed professionals, who we employ based on demand for the segment’s services. We employed an average of 609 and 648 as-needed employees during the three months ended September 30, 2026 and 2025, respectively.

(2) We calculate the utilization rate for our billable professionals by dividing the number of hours that all of our billable professionals worked on client assignments during a period by the total available working hours for all of our billable professionals during the same period. Available hours are determined by the standard hours worked by each employee, adjusted for part-time hours, U.S. standard work weeks and local country holidays. Available working hours include vacation and professional training days, but exclude local country holidays. Utilization rates are presented for our segments that primarily bill clients on an hourly basis. We have not presented utilization rates for our Technology and Strategic Communications segments as most of the revenues of these segments are not generated on an hourly basis.

(3) For engagements where revenues are based on number of hours worked by our billable professionals and fixed-fee arrangements, average billable rate per hour is calculated by dividing revenues (excluding revenues from success fees, pass-through revenues and outside consultants) for a period by the number of hours worked on client assignments during the same period. We have not presented average billable rates per hour for our Technology and Strategic Communications segments as most of the revenues of these segments are not based on billable hours.

CORPORATE FINANCE

(dollars in thousands, except rate per hour)

(dollars in thousands, except rate per hour)

(1) Revenues less direct cost of revenues

(2) Gross profit as a percentage of revenues

Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025

Revenues increased $19.5 million, or 4.8%, to $424.4 million for the three months ended September 30, 2026, primarily due to higher success fees and realized bill rates, which was partially offset by lower demand for turnaround & restructuring and transactions services.

Gross profit increased $6.5 million, or 4.3%, to $158.1 million for the three months ended September 30, 2026. Gross profit margin decreased 0.2 percentage points for the three months ended September 30, 2026. The decrease in gross profit margin was primarily due to a 5 percentage point decline in utilization, which was partially offset by higher success fees and realized bill rates.

SG&A expenses increased $0.3 million, or 0.5%, to $58.5 million for the three months ended September 30, 2026, primarily due to higher compensation and infrastructure support costs, which was nearly offset by lower bad debt expenses. SG&A expenses of 13.8% of revenues for the three months ended September 30, 2026 compared to 14.4% of revenues for the three months ended September 30, 2025.

Revenues increased $117.5 million, or 10.4%, to $1,245.3 million for the nine months ended September 30, 2026, primarily due to higher realized bill rates, demand and success fees across the business. Excluding an estimated 1.1% positive impact from FX, revenues increased $105.0 million, or 9.3%.

Gross profit increased $49.5 million, or 12.5%, to $446.3 million for the nine months ended September 30, 2026. Gross profit margin increased 0.7 percentage points for the nine months ended September 30, 2026. The increase in gross profit margin was primarily due to higher realized bill rates and success fees.

SG&A expenses increased $7.2 million, or 4.2%, to $178.3 million for the nine months ended September 30, 2026, primarily due to higher compensation, infrastructure support and other general and administrative expenses, which was partially offset by lower bad debt expenses. The increase in SG&A expenses included an estimated 1.4% negative impact from FX. SG&A expenses of 14.3% of revenues for the nine months ended September 30, 2026 compared to 15.2% of revenues for the nine months ended September 30, 2025.

FORENSIC AND LITIGATION CONSULTING

(dollars in thousands, except rate per hour)

(dollars in thousands, except rate per hour)

(1) Revenues less direct cost of revenues

(2) Gross profit as a percentage of revenues

Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025

Revenues increased $0.4 million, or 0.2%, to $195.1 million for the three months ended September 30, 2026, primarily due to higher realized bill rates for our dispute advisory, risk & investigations and health solutions services, which was partially offset by lower demand for our risk & investigations and data & analytics services.

Gross profit increased $1.1 million, or 1.5%, to $75.5 million for the three months ended September 30, 2026. Gross profit margin increased 0.5 percentage points for the three months ended September 30, 2026. The increase in gross profit margin was primarily due to higher realized bill rates, which was partially offset by a 4 percentage point decrease in utilization.

SG&A expenses increased $5.8 million, or 17.0%, to $39.5 million for the three months ended September 30, 2026, primarily due to the recognition of a gain contingency in the prior year period that did not recur, as well as higher bad debt and compensation expenses. SG&A expenses of 20.2% of revenues for the three months ended September 30, 2026 compared to 17.3% of revenues for the three months ended September 30, 2025.

Revenues increased $10.5 million, or 1.8%, to $582.3 million for the nine months ended September 30, 2026, primarily due to higher realized bill rates, which was partially offset by lower demand across the business. Excluding an estimated 1.0% positive impact from FX, revenues increased $5.0 million, or 0.9%.

Gross profit decreased $3.6 million, or 1.7%, to $209.2 million for the nine months ended September 30, 2026. Gross profit margin decreased 1.3 percentage points for the nine months ended September 30, 2026. The decrease in gross profit margin was primarily due to a 3 percentage point decrease in utilization, which was partially offset by higher realized bill rates.

SG&A expenses increased $13.4 million, or 12.5%, to $120.4 million for the nine months ended September 30, 2026, primarily due to the recognition of a gain contingency in the prior year period that did not recur, as well as higher bad debt and compensation expenses. The increase in SG&A expenses included an estimated 1.0% negative impact from FX. SG&A expenses of 20.7% of revenues for the nine months ended September 30, 2026 compared to 18.7% of revenues for the nine months ended September 30, 2025.

ECONOMIC CONSULTING

(dollars in thousands, except rate per hour)

(dollars in thousands, except rate per hour)

(1) Revenues less direct cost of revenues

(2) Gross profit as a percentage of revenues

Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025

Revenues increased $16.2 million, or 9.3%, to $189.3 million for the three months ended September 30, 2026, primarily due to higher demand for our non-M&A-related antitrust and M&A-related antitrust services, which was partially offset by lower demand for our financial economics services.

Gross profit increased $16.0 million, or 61.7%, to $41.9 million for the three months ended September 30, 2026. Gross profit margin increased 7.2 percentage points for the three months ended September 30, 2026. The increase in gross profit margin was primarily due to a 6 percentage point increase in utilization and higher realized bill rates.

SG&A expenses decreased $2.2 million, or 7.0%, to $29.5 million for the three months ended September 30, 2026, primarily driven by lower bad debt expenses, which was partially offset by higher compensation and other general and administrative expenses. SG&A expenses of 15.6% of revenues for the three months ended September 30, 2026 compared to 18.3% of revenues for the three months ended September 30, 2025.

Revenues increased $9.1 million, or 1.7%, to $553.7 million for the nine months ended September 30, 2026, primarily due to higher realized bill rates for our non-M&A-related antitrust and financial economics services, along with higher demand for our M&A-related antitrust services, which was partially offset by lower demand for our non-M&A-related antitrust and financial economics services. Excluding an estimated 1.3% positive impact from FX, revenues increased $2.2 million, or 0.4%.

Gross profit decreased $9.2 million, or 8.5%, to $99.9 million for the nine months ended September 30, 2026. Gross profit margin decreased 2.0 percentage points for the nine months ended September 30, 2026. The decrease in gross profit margin was primarily due to higher forgivable loan amortization and variable compensation as a percentage of revenues, which was partially offset by higher realized bill rates.

SG&A expenses decreased $1.7 million, or 1.9%, to $87.4 million for the nine months ended September 30, 2026, primarily due to lower bad debt and infrastructure support expenses, which was partially offset by higher compensation and outside services expenses. The decrease in SG&A expenses included an estimated 1.4% negative impact from FX. SG&A expenses of 15.8% of revenues for the nine months ended September 30, 2026 compared to 16.4% of revenues for the nine months ended September 30, 2025.

TECHNOLOGY

(dollars in thousands)

(dollars in thousands)

(1) Revenues less direct cost of revenues

(2) Gross profit as a percentage of revenues

(3) Includes personnel involved in direct client assistance and billable consultants and excludes professionals employed on an as-needed basis

Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025

Revenues increased $9.1 million, or 9.7%, to $103.2 million for the three months ended September 30, 2026, primarily due to higher demand for our M&A-related “second request” services.

Gross profit increased $4.5 million, or 14.0%, to $36.4 million for the three months ended September 30, 2026. Gross profit margin increased 1.3 percentage points for the three months ended September 30, 2026. The increase in gross profit margin was primarily due to an increase in profitability of our processing and review services, which was partially offset by a decrease in profitability of our hosting services.

SG&A expenses increased $2.0 million, or 9.0%, to $24.7 million for the three months ended September 30, 2026, primarily due to higher bad debt expenses. SG&A expenses of 23.9% of revenues for the three months ended September 30, 2026 compared to 24.1% of revenues for the three months ended September 30, 2025.

Revenues increased $29.7 million, or 10.8%, to $304.5 million for the nine months ended September 30, 2026, primarily due to higher demand for our M&A-related “second request,” litigation and information governance, privacy & security services, which was partially offset by lower demand for our investigations services. Excluding an estimated 1.1% positive impact from FX, revenues increased $26.8 million, or 9.7%.

Gross profit increased $12.0 million, or 13.4%, to $101.5 million for the nine months ended September 30, 2026. Gross profit margin increased 0.8 percentage points for the nine months ended September 30, 2026. The increase in gross profit margin was primarily due to higher profitability of our processing, review and consulting services, which was partially offset by lower profitability of our hosting services.

SG&A expenses increased $7.1 million, or 10.1%, to $77.3 million for the nine months ended September 30, 2026, primarily due to higher bad debt and compensation expenses. The increase in SG&A expenses included an estimated 1.0% negative impact from FX. SG&A expenses of 25.4% of revenues for the nine months ended September 30, 2026 compared to 25.5% of revenues for the nine months ended September 30, 2025.

STRATEGIC COMMUNICATIONS

(dollars in thousands)

(dollars in thousands)

(1) Revenues less direct cost of revenues

(2) Gross profit as a percentage of revenues

Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025

Revenues increased $11.2 million, or 12.5%, to $100.6 million for the three months ended September 30, 2026, primarily due to higher demand for our public affairs and corporate reputation services.

Gross profit increased $4.7 million, or 13.9%, to $38.8 million for the three months ended September 30, 2026. Gross profit margin increased 0.5 percentage points for the three months ended September 30, 2026. The increase in gross profit margin was primarily due to lower compensation expenses as a percentage of revenues.

SG&A expenses increased $1.2 million, or 6.8%, to $19.4 million for the three months ended September 30, 2026, primarily due to higher bad debt, outside services, marketing, and travel and entertainment expenses. SG&A expenses of 19.3% of revenues for the three months ended September 30, 2026 compared to 20.3% of revenues for the three months ended September 30, 2025.

Revenues increased $24.5 million, or 8.8%, to $303.6 million for the nine months ended September 30, 2026. Excluding pass-through revenues, which decreased by $7.6 million, revenues increased $32.1 million, or 12.9%, to $280.2 million, primarily due to higher demand for our corporate reputation, public affairs and financial communications services. Excluding an estimated 1.6% positive impact from FX, revenues increased $20.1 million, or 7.2%.

Gross profit increased $15.4 million, or 15.1%, to $117.0 million for the nine months ended September 30, 2026. Gross profit margin increased 2.1 percentage points for the nine months ended September 30, 2026. The increase in gross profit margin was primarily due to lower compensation expenses as a percentage of revenues, excluding pass-through revenues, as well as the impact of lower pass-through revenues and expenses.

SG&A expenses increased $3.1 million, or 5.6%, to $59.2 million for the nine months ended September 30, 2026, primarily due to higher travel and entertainment, marketing, compensation and outside services expenses. The increase in SG&A expenses included an estimated 1.9% negative impact from FX. SG&A expenses of 19.5% of revenues for the nine months ended September 30, 2026 compared to 20.1% of revenues for the nine months ended September 30, 2025.

CRITICAL ACCOUNTING ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which we have prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Note 1 to the Consolidated Financial Statements included in Part II, Item 8, of our Annual Report on Form 10-K for the year ended December 31, 2025 describes the significant accounting policies and methods used in preparation of the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q. We evaluate our estimates, including those related to revenues, goodwill and intangible assets, income taxes and contingencies, on an ongoing basis. Our estimates are based on current facts and circumstances, historical experience and various other assumptions that we believe are reasonable, which form the basis for making judgments about the values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The accounting estimates that reflect our more significant judgments, and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results, include the following:

• Revenue Recognition
• Goodwill and Intangible Assets
• Income Taxes

There were no material changes to our critical accounting estimates from the information provided in “Critical Accounting Estimates” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations, in Part II, Item 7, of our Annual Report on Form 10-K for the year ended December 31, 2025, or from the information provided in Part II, Item 8, of our Annual Report on Form 10-K for the year ended December 31, 2025.

SIGNIFICANT NEW ACCOUNTING PRONOUNCEMENTS

See Note 2, “New Accounting Standards” in Part I, Item 1, of this Quarterly Report on Form 10-Q.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Our annual cash flows from operations generally exceed our cash needs for capital expenditures and debt service requirements. We typically finance our day-to-day operations, capital expenditures, acquisitions and share repurchases through cash flows from operations. We believe that our cash flows from operations, supplemented by borrowings under our Revolving Credit Facility, as necessary, and our Incremental Term Loan under our third amended and restated credit agreement entered into on June 30, 2026 (as amended and restated, the “Credit Agreement”), will provide adequate cash to fund our cash needs for at least the next 12 months.

Our operating assets and liabilities consist primarily of billed and unbilled accounts receivable, notes receivable from employees, accounts payable, accrued expenses and accrued compensation expenses. The timing of billings and collections of receivables, as well as compensation and vendor payments, affects the changes in these balances.

Results of operations for our non-U.S. subsidiaries are translated from the designated functional currency to our reporting currency of USD. Revenues and expenses are translated at average exchange rates for each month, while assets and liabilities are translated at balance sheet date exchange rates and certain equity transactions are translated at historical rates. Resulting net translation adjustments are recorded as a component of stockholders’ equity in “Accumulated other comprehensive loss.”

Uncertainties and Trends Affecting Liquidity

Our conclusion that we will be able to fund our cash requirements for at least the next 12 months by using existing capital resources and cash generated from operations does not take into account events beyond our control that could result in a material adverse impact on our business, the impact of any future acquisitions or unexpected significant changes in the number of employees or other unanticipated uses of cash. The anticipated cash needs of our business could change significantly if we pursue and complete additional business acquisitions, if our business plans change, if events such as economic, political and workforce disruptions arise, including any impact of future public health crises, or economic, political or business conditions change from those currently prevailing or from those now anticipated, or if unexpected circumstances or other events beyond our control arise that may have a material adverse effect on the cash flow or profitability of our business, including material negative changes in the health and welfare of our employees or those of our clients, and the operating performance or financial results of our business. Any of these events or circumstances, including any new business opportunities, could involve significant additional funding and could require us to borrow under our Revolving Credit Facility or raise additional debt or equity funding to meet those needs. Our ability to borrow or raise additional capital, if necessary, is subject to a variety of factors that we cannot predict with certainty, including:

• our future profitability;
• the quality of our accounts receivable;
• our relative levels of debt and equity;
• the volatility and overall condition of the capital markets; and
• the market prices of our securities.

Any new debt funding, if available, may be on terms less favorable to us than our Revolving Credit Facility and Incremental Term Loan under our Credit Agreement. See “Forward-Looking Statements” in Part I, Item 2, of this Quarterly Report on Form 10-Q, and the information contained under the heading “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2025.

Cash Flows

(dollars in thousands)

(1) DSO is a performance measure used to assess how quickly revenues are collected by the Company. We calculate DSO at the end of each reporting period by dividing accounts receivable, net reduced by billings in excess of services provided, by revenues for the quarter, adjusted for changes in foreign exchange rates. We multiply the result by the number of days in the quarter.

Net cash provided by operating activities increased $240.3 million to $32.7 million compared to net cash used in operating activities of $207.6 million for the nine months ended September 30, 2025. The increase in net cash provided by operating activities was primarily due to a decrease in forgivable loan issuances, higher cash collections and a decrease in income tax payments, which was partially offset by an increase in compensation and operating expense payments. DSO was 101 and 102 days as of September 30, 2026 and 2025, respectively.

Net cash used in investing activities increased $22.3 million, or 44.5%, to $72.4 million compared to $50.1 million for the nine months ended September 30, 2025. The increase in net cash used in investing activities was due to a $42.1 million payment for a tax equity investment, which was partially offset by a $19.8 million decrease in capital expenditures, primarily related to lower spend on leasehold improvements as compared to the nine months ended September 30, 2025.

Net cash used in financing activities decreased $145.1 million to $132.2 million compared to $277.3 million for the nine months ended September 30, 2025. The decrease in net cash used in financing activities was primarily due to receipt of $300.0 million in proceeds from the Incremental Term Loan and a decrease of $165.6 million in payments for common stock repurchases, including excise tax, under the Repurchase Program, which was partially offset by a decrease in net borrowings of $323.0 million under our Revolving Credit Facility compared to the nine months ended September 30, 2025.

The effect of exchange rate changes on cash and cash equivalents had an unfavorable impact of $5.0 million during the nine months ended September 30, 2026 compared to a favorable impact of $20.5 million during the nine months ended September 30, 2025.

Cash paid for income taxes and tax credits, net of refunds, included $6.8 million and $28.9 million of payments for the purchase of tax credits during the nine months ended September 30, 2026 and 2025, respectively.

Principal Sources of Capital Resources

As of September 30, 2026, our capital resources included $88.1 million of cash and cash equivalents and available borrowing capacity of $948.0 million under the revolving line of credit under our Revolving Credit Facility. We also hold an Incremental Term Loan in the aggregate amount of $300.0 million, which matures on March 17, 2029.

The availability of borrowings, as well as issuances and extensions of letters of credit under our Revolving Credit Facility, are subject to specified conditions. See Note 8, “Debt” in Part I, Item 1, of this Quarterly Report on Form 10-Q for a further discussion of variable interest rates and guarantees under the Revolving Credit Facility and Incremental Term Loan.

The Credit Agreement governing the Revolving Credit Facility and the Incremental Term Loan contains covenants that, among other things, may limit our ability to: incur additional indebtedness; create liens; pay dividends on our capital stock, make distributions or repurchases of our capital stock or make specified other restricted payments; consolidate, merge or sell all or substantially all of our assets; or engage in any business other than consulting-related businesses. In addition, the Credit Agreement includes a financial covenant that requires us not to exceed a maximum consolidated total net leverage ratio (the ratio of funded debt (less unrestricted cash up to $400.0 million) to Consolidated EBITDA, as defined in the Credit Agreement).

As of September 30, 2026, we were in compliance with the covenants contained in the Credit Agreement. See Note 8, “Debt” in Part I, Item 1, of this Quarterly Report on Form 10-Q for a further discussion of the Credit Agreement.

Principal Uses of Capital Resources

Future Capital Requirements

We anticipate that our future capital requirements will principally consist of funds required for:

• operating and general corporate expenses;
• capital expenditures, primarily for information technology equipment and systems, office furniture and leasehold improvements;
• debt service requirements, including interest payments;
• compensation to designated executive management and senior managing directors under our various long-term incentive compensation programs, including forgivable loans;
• discretionary funding of the Repurchase Program;
• contingent obligations related to our acquisitions;
• potential acquisitions of businesses; and
• other known future contractual obligations.

Capital Expenditures

During the nine months ended September 30, 2026, we spent $30.3 million in capital expenditures to support our organization. For the remainder of 2026, we currently expect additional capital expenditures to support our organization in an aggregate amount of between $10 million and $12 million. Our estimate takes into consideration the needs of our existing businesses but does not include the impact of any expenditures that we may be required to make as a result of future acquisitions or specific client engagements that are not completed or not currently contemplated. Our capital expenditure requirements may change if our staffing levels or technology needs change significantly from what we currently anticipate, if we are required to purchase additional equipment specifically to support new client engagements, or if we pursue and complete acquisitions.

Share Repurchase Program

During the nine months ended September 30, 2026, we made $605.3 million in payments, including excise taxes and commissions, for common stock repurchases under the Repurchase Program. We had $264.7 million remaining under the Repurchase Program to repurchase additional shares as of September 30, 2026.

Future Contractual Obligations

Our future contractual obligations as of September 30, 2026 include long-term obligations of $852.0 million related to outstanding borrowings under our Revolving Credit Facility and Incremental Term Loan. For more information on our Revolving Credit Facility and Incremental Term Loan, refer to Note 8, “Debt” in Part I, Item 1 of this Quarterly Report on Form 10-Q. Under our operating leases as described in Note 9, “Leases” in Part I, Item 1 of this Quarterly Report on Form 10-Q, we have current obligations of $39.3 million and non-current obligations of $197.1 million as of September 30, 2026.

The above amounts reflect future unconditional payments and are based on the terms of the relevant agreements, appropriate classification of items under GAAP currently in effect and certain assumptions such as interest rates. Future events could cause actual payments to differ from these amounts.

Off-Balance Sheet Arrangements

As of September 30, 2026 and December 31, 2025, we were contingently liable under bank guarantees issued in favor of third parties that totaled $18.5 million and $17.5 million, respectively. These bank guarantees primarily support bid and performance obligations and operating leases for office space. The amounts are guaranteed under guarantee facilities totaling $40.9 million and $32.5 million as of September 30, 2026 and December 31, 2025, respectively. We had $22.4 million and $15.0 million available under the guarantee facilities as of September 30, 2026 and December 31, 2025, respectively. These bank guarantees are issued separately from our Revolving Credit Facility and, as a result, do not affect available borrowing capacity under our Revolving Credit Facility.

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact, including among other things, statements about future events, anticipated growth, industry prospects, business trends, our future results of operations and financial position, business strategy and plans, future revenues or performance, financing needs, and objectives of management for future operations, are forward-looking statements. Forward-looking statements often contain words such as “may,” “might,” “will,” “should,” “could,” “would,” “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “commits,” “aspires,” “forecasts,” “future,” “goal,” “seeks” and variations of such words or similar expressions.

There are a number of risks, uncertainties and other factors that could cause our actual results or outcomes, and the timing of our results or outcomes, to differ materially from the forward-looking statements expressed or implied by this Quarterly Report on Form 10-Q. Although we believe that the expectations and assumptions reflected in these forward-looking statements are reasonable, we can provide no assurance that these expectations and assumptions will prove to be correct. Forward-looking statements relate to future events, results and outcomes and are inherently uncertain. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results or outcomes to differ materially from those contained in any forward-looking statements. Important factors that could cause our actual results or outcomes, and the timing of our results and outcomes, to differ materially from the forward-looking statements we make in this Quarterly Report on Form 10-Q include those set forth under the heading “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2025, as well as in other information that we file with the SEC from time to time, and include, but are not limited to, the following:

• changes in demand for our services;
• our ability to recruit and retain qualified professionals and senior management, including segment, industry and regional leaders;
• conflicts resulting in our inability to represent certain clients;
• our former employees joining or forming competing businesses;
• the enactment of legislation rendering contractual protections against competition by former employees unenforceable;
• our ability to manage our headcount needs and our professionals’ utilization and billing rates and maintain or increase the pricing of our services and products;
• our ability to identify suitable acquisition candidates, negotiate favorable terms, take advantage of opportunistic acquisition situations and integrate the operations of acquisitions, as well as the costs of integration;
• our ability to adapt to and manage the risks associated with operating in non-U.S. markets;
• our ability to replace key personnel, including former executives, officers, senior managers and practice and regional leaders who have highly specialized skills and experience;
• our ability to protect the confidentiality of internal and client data and proprietary and confidential information, including from cyberattacks, systems failures or other similar events or outside or internal bad actors, or the use or misuse of social media;
• legislation or judicial rulings, including legislation or rulings regarding data privacy and the discovery process;
• periodic fluctuations in revenues, operating income and cash flows;
• damage to our reputation as a result of claims involving the quality of our services, failures of our internal information technology systems controls or adverse publicity relating to certain clients or engagements;
• fee discounting or renegotiation, lower pricing, less advantageous contract terms and unexpected termination of client engagements;
• competition for clients and key personnel;
• general economic factors, industry trends, restructuring and bankruptcy rates, legal or regulatory requirements, capital market conditions, merger and acquisition activity, major litigation activity, geopolitical disruptions, including wars and other conflicts, and other events outside of our control;
• our ability to manage growth;
• risk of non-payment of receivables;
• the amount and terms of our outstanding indebtedness;
• risks relating to the obsolescence, replacement, protection, implementation or operation of our information technology systems, including our enterprise resource planning and other financial systems, and software, proprietary software products, intellectual property rights and trade secrets, which could adversely affect our ability to retain or win clients, conduct business, preserve or enhance our reputation, maintain business continuity or report financial results;
• risks relating to the adoption and integration of technological innovations such as AI and machine learning;
• foreign currency disruptions and currency fluctuations between the U.S. dollar and foreign currencies;
• U.S. and foreign tax law changes, including the enactment of tax legislation, proposed from time to time, into law, which could increase our effective tax rate and cash tax expenditures;
• physical risks related to climate change, including rising temperatures, severe storms, energy disruptions, fires or wildfires, flooding and rising sea levels, among others, which could adversely impact our ability to conduct business or maintain business continuity, including by affecting our access to our leased office space in affected geographies and the integrity of our information technology systems;
• our climate change and sustainability and corporate responsibility-related initiatives and goals, including our policies and practices relating to the environment and climate change, sustainability, and inclusion, if they do not meet or keep pace with current or evolving governmental, investor or other stakeholder or media (including social media) expectations and standards or rules and regulations; and
• fluctuations in the mix of our services and the geographic locations in which our clients are located or our services are rendered.

All forward-looking statements are presented as of the date of this Quarterly Report on Form 10-Q and are expressly qualified in their entirety by the cautionary statements included herein. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statement for any reason.

For information regarding our exposure to certain market risks, see “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A, of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes in our market risk exposure during the period covered by this Quarterly Report on Form 10-Q.

Evaluation of Disclosure Controls and Procedures. An evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q, was made under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (a) were effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is timely recorded, processed, summarized and reported and (b) included, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting. There have not been any changes in our internal control over financial reporting during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no material changes in any risk factors previously disclosed in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC. We may disclose changes to risk factors or disclose additional factors from time to time in our future filings with the SEC. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.