# Huron Consulting Group Inc.: Form 10-Q for the period ended Sep 30, 2025 - Company: [Huron Consulting Group Inc.](/companies/hurn.md) (CIK 1289848) - Form: 10-Q - Filed: 2025-10-28 - Accepted by EDGAR: Oct 28, 2025, 20:18 ET - Period: 2025-09-30 - Accession: 0001628280-25-046771 - Inline XBRL: yes - Main document: https://www.sec.gov/Archives/edgar/data/1289848/000162828025046771/hurn-20250930.htm - All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1289848/000162828025046771/ ## Figures reported in this filing Standardized XBRL line items for the period ended 2025-09-30. | Line item | Period | Value | XBRL concept | | --- | --- | ---: | --- | | Revenue | 3 months, 2025-07-01 to 2025-09-30 | $441.3m | us-gaap:Revenues | | Revenue | 9 months, 2025-01-01 to 2025-09-30 | $1.26bn | us-gaap:Revenues | | Selling, general and administrative | 3 months, 2025-07-01 to 2025-09-30 | $81.3m | us-gaap:SellingGeneralAndAdministrativeExpense | | Selling, general and administrative | 9 months, 2025-01-01 to 2025-09-30 | $238.1m | us-gaap:SellingGeneralAndAdministrativeExpense | | Operating income | 3 months, 2025-07-01 to 2025-09-30 | $50.0m | us-gaap:OperatingIncomeLoss | | Operating income | 9 months, 2025-01-01 to 2025-09-30 | $128.4m | us-gaap:OperatingIncomeLoss | | Income tax | 3 months, 2025-07-01 to 2025-09-30 | $12.2m | us-gaap:IncomeTaxExpenseBenefit | | Income tax | 9 months, 2025-01-01 to 2025-09-30 | $17.4m | us-gaap:IncomeTaxExpenseBenefit | | Net income | 3 months, 2025-07-01 to 2025-09-30 | $30.4m | us-gaap:NetIncomeLoss | | Net income | 9 months, 2025-01-01 to 2025-09-30 | $74.4m | us-gaap:NetIncomeLoss | | Diluted EPS | 3 months, 2025-07-01 to 2025-09-30 | $1.71 | us-gaap:EarningsPerShareDiluted | | Diluted EPS | 9 months, 2025-01-01 to 2025-09-30 | $4.13 | us-gaap:EarningsPerShareDiluted | | Basic EPS | 3 months, 2025-07-01 to 2025-09-30 | $1.75 | us-gaap:EarningsPerShareBasic | | Basic EPS | 9 months, 2025-01-01 to 2025-09-30 | $4.25 | us-gaap:EarningsPerShareBasic | | Diluted shares (weighted) | 3 months, 2025-07-01 to 2025-09-30 | 17,794,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding | | Diluted shares (weighted) | 9 months, 2025-01-01 to 2025-09-30 | 18,024,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding | | Operating cash flow | 9 months, 2025-01-01 to 2025-09-30 | $67.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities | | Capital expenditure | 9 months, 2025-01-01 to 2025-09-30 | $7.9m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | | Share repurchases | 9 months, 2025-01-01 to 2025-09-30 | $153.1m | us-gaap:PaymentsForRepurchaseOfCommonStock | | Cash and equivalents | at 2025-09-30 | $23.9m | us-gaap:CashAndCashEquivalentsAtCarryingValue | | Current assets | at 2025-09-30 | $475.0m | us-gaap:AssetsCurrent | | Total assets | at 2025-09-30 | $1.54bn | us-gaap:Assets | | Current liabilities | at 2025-09-30 | $330.1m | us-gaap:LiabilitiesCurrent | | Long-term debt | at 2025-09-30 | $589.6m | us-gaap:LongTermDebtNoncurrent | | Current portion of debt | at 2025-09-30 | $20.0m | us-gaap:LongTermDebtCurrent | | Shareholders' equity | at 2025-09-30 | $499.8m | us-gaap:StockholdersEquity | ## Management's discussion and analysis As filed, 103,630 characters. *In this Quarterly Report on Form 10-Q, unless the context otherwise requires, the terms “Huron,” “Company,” “we,” “us” and “our” refer to Huron Consulting Group Inc. and its subsidiaries.* *Statements in this Quarterly Report on Form 10-Q that are not historical in nature, including those concerning the Company’s current expectations about its future results, are “forward-looking” statements as defined in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by words such as “may,” “should,” “expects,” “provides,” “anticipates,” “assumes,” “can,” “will,” “meets,” “could,” “likely,” “intends,” “might,” “predicts,” “seeks,” “would,” “believes,” “estimates,” “plans,” “continues,” “goals,” “guidance,” or “outlook,” or similar expressions. These forward-looking statements reflect our current expectations about our future requirements and needs, results, levels of activity, performance, or achievements. Some of the factors that could cause actual results to differ materially from the forward-looking statements contained herein include, without limitation: failure to achieve expected utilization rates, billing rates, and the necessary number of revenue-generating professionals; inability to expand or adjust our service offerings in response to market demands; our dependence on renewal of client-based services; dependence on new business and retention of current clients and qualified personnel; failure to maintain third-party provider relationships and strategic alliances; inability to license technology to and from third parties; the impairment of goodwill; various factors related to income and other taxes; difficulties in successfully integrating the businesses we acquire and achieving expected benefits from such acquisitions; risks relating to privacy, information security, and related laws and standards; and a general downturn or volatility in market conditions, including as a result of current global trade tensions and/or tariffs. These forward-looking statements involve known and unknown risks, uncertainties, and other factors, including, among others, those described under Item 1A. “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2024 that may cause actual results, levels of activity, performance or achievements to be materially different from any anticipated results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. We disclaim any obligation to update or revise any forward-looking statements as a result of new information or future events, or for any other reason.* ### OVERVIEW Huron is a global professional services firm that partners with clients to put possible into practice by creating sound strategies, optimizing operations, accelerating digital transformation, and empowering businesses to own their future. By embracing diverse perspectives, encouraging new ideas and challenging the status quo, we create sustainable results for the organizations we serve. ### OUR STRATEGY The combination of our deep industry expertise and breadth of our offerings is the foundation of our growth strategy and why our clients choose Huron as their trusted advisor. Key focus areas of our growth strategy include: - **Sustaining Accelerated Growth in Healthcare and Education:** Huron holds leading market positions in healthcare and education, providing comprehensive offerings to the largest health systems, academic medical centers, colleges and universities, and research institutes in the United States and abroad. The Company will continue to broaden its portfolio of offerings in healthcare and education to address the evolving needs in those industries due to competitive, regulatory, financial, and broader market changes. - **Growing Our Businesses in Commercial Industries:** Through its deep industry and capability expertise and nimble approach, Huron has grown its client base and expanded on its strengths to grow into a distinct player in key end markets and offerings across commercial industries. Huron’s commercial industry focus has increased the diversification of the Company’s portfolio and end markets while expanding the range of capabilities it can deliver to clients, providing new avenues for growth and an important balance to its healthcare and education businesses. - **Growing Global Digital Capability:** As data and technology persist and evolve across industries, Huron’s ability to provide a broad portfolio of digital offerings that support the strategic and operational needs of its clients is at the foundation of the Company’s strategy. Huron will continue to advance its integrated global digital platform to support its strong growth trajectory. - **Solid Foundation for Margin Expansion and Organic Reinvestment:** The Company is well-positioned to further achieve margin expansion as well as strong annual adjusted diluted earnings per share growth while also reinvesting in organic growth. We are committed to operating income margin expansion by improving the operational efficiency of our delivery for clients, including through our global delivery platform in India, increasing utilization, continuing to execute on our pricing realization initiatives, and scaling our selling, general, and administrative expenses as we grow. - **Strong Balance Sheet and Cash Flows:** A resilient, flexible balance sheet is the foundation of our financial strength, and strong free cash flows have and will continue to be the hallmark of Huron’s business model. The Company is committed to deploying capital in a strategic and balanced way, including returning capital to shareholders and executing strategic, tuck-in acquisitions. ### OUR SERVICES AND PRODUCTS We provide our services and products and manage our business under three operating segments - Healthcare, Education, and Commercial - which aligns our business by industry. The Commercial segment includes all industries outside of healthcare and education, including, but not limited to, financial services, energy and utilities, industrials and manufacturing, and the public sector. We also provide revenue reporting across two principal capabilities: i) Consulting and Managed Services and ii) Digital, which are methods by which we deliver our services and products. ### Operating Industries - ***Healthcare*** Our Healthcare segment serves acute care providers, including national and regional health systems; academic health systems; community health systems; the federal health system; and public, children’s and critical access hospitals, and non-acute care providers, including physician practices and medical groups; payors; and long-term care or post-acute providers. Our healthcare-focused services and products include financial and operational performance improvement consulting, which spans revenue cycle, business operations and care delivery transformation; digital offerings, spanning technology and analytic-related services, including enterprise health record (“EHR”), enterprise resource planning (“ERP”) and enterprise performance management (“EPM”), customer relationship management (“CRM”), data management, artificial intelligence (“AI”) and automation, and technology managed services, and a portfolio of software products; human capital management; revenue cycle managed services and outsourcing; financial advisory consulting; and strategy and innovation consulting. In June 2025, we enhanced our consulting offerings through the acquisition of Eclipse Insights, a leading provider of revenue cycle solutions. - ***Education*** Our Education segment serves public and private colleges and universities, research institutes, not-for-profit organizations and other education-related organizations. Our education and research-focused services and products include our digital offerings, spanning technology and analytic-related services, including student information systems, ERP and EPM, CRM, data management, AI and automation, and technology managed services and our Huron Research Suite product suite (the leading software suite designed to facilitate and improve research administration service delivery and compliance); our research-focused consulting and managed services; our strategy and operations consulting services, which span finance, accounting, operations and athletics to organization and talent strategy and student and academic strategy; and our global philanthropy consulting services, which were bolstered by the acquisitions of Grenzebach Glier and Associates (“GG+A”) in March 2024 and Advancement Resources and Halpin in March 2025. - ***Commercial*** Our Commercial segment is focused on serving industries and organizations facing significant disruption and regulatory change by helping them adapt to rapidly changing environments and accelerate business transformation. Our Commercial professionals work primarily with six primary buyers: the chief executive officer, the chief financial officer, the chief strategy officer, the chief human resources officer, the chief operating officer, and organizational advisors, including lenders and law firms. We have a deep focus on serving organizations in the financial services, energy and utilities, industrials and manufacturing industries and the public sector while opportunistically serving commercial industries more broadly, including professional and business services, life sciences, consumer products, and retail. Our Commercial professionals use their deep industry, functional and technical expertise to deliver our digital services and software products, financial advisory (special situation advisory and corporate finance advisory) consulting services, and strategy and innovation consulting services. In December 2024, we expanded our Commercial consulting and digital services offerings through the acquisition of AXIA Consulting, Inc. (“AXIA Consulting”), a leading provider of supply chain-focused consulting and technology solutions who has deep expertise in the industrials and manufacturing and retail sectors. Additionally, in the third quarter of 2025, we bolstered our Commercial consulting offerings through the acquisitions of Treliant, a global financial services consulting and managed services firm, and WP&C, a leading strategy and operations consulting firm specializing in driving operational efficiency and improved growth and profitability. ### Capabilities Within each of our operating segments, we provide our offerings under two principal capabilities: i) Consulting and Managed Services and ii) Digital. - ***Consulting and Managed Services*** Our Consulting and Managed Services capabilities represent our management consulting services, managed services (excluding technology-related managed services) and outsourcing services delivered across industries. Our Consulting and Managed Services experts help our clients address a variety of strategic, operational, financial, people and organizational-related challenges. These services are often combined with technology, analytic and data-driven solutions powered by our Digital capability to support long-term relationships with our clients and drive lasting impact. Examples include the areas of revenue cycle management and research administration managed services and outsourcing at our healthcare, education and research-focused clients, where our projects are often coupled with our digital services and product offerings and management consulting services to sustain improved performance. - ***Digital*** Our Digital capabilities represent our technology and analytics services, including technology-related managed services, and software products delivered across industries. Our Digital experts help clients address a variety of business challenges, including, but not limited to, designing and implementing technologies to accelerate transformation, facilitate data-driven decision making and improve customer and employee experiences. We have invested organically and inorganically to expand our Digital offerings, which now span beyond traditional ERP implementations into a broader set of administrative systems, industry-specific systems of record and systems of engagement that act as the “digital front door” to an organization. We have grown our data, analytics, AI and automation offerings to deliver a unified and actionable technology ecosystem for our clients. Through our acquisition of AXIA Consulting, we have also expanded our supply chain management (“SCM”) offerings and broadened our technology portfolio with advanced Microsoft capabilities, while strengthening Huron's ability to empower clients to align their people and processes to support their digital-first goals. We have expanded our ecosystem to work with more than 30 technology partners. For example, we are a Leading Modern Oracle Network Partner; a Summit-level consulting partner with Salesforce.com and a Premium Partner with Salesforce.org; a Workday Services, Preferred Channel, Extend, and Application Management Services Partner; an Amazon Web Services consulting partner; a Microsoft Solutions Partner, an Informatica Platinum Partner; an SAP Concur implementation partner; and a Boomi Elite Partner. We have also grown our proprietary software product portfolio to address our clients' challenges with solutions that expand our base of recurring revenue and further differentiate our consulting, digital and managed services offerings. Our product portfolio bundles our deep industry expertise and unique intellectual property together to serve our clients outside of our traditional consulting offerings. Our product portfolio includes, among others: Huron Research Suite, the leading software suite designed to facilitate and improve research administration service delivery and compliance; Huron Intelligence™ Rounding, the #1 ranked Digital Rounding solution in the 2024 Best in KLAS® report; and Huron Intelligence™ Analytic Suite in Healthcare, a predictive analytics suite to improve care delivery while lowering costs. ### COMPONENTS OF OPERATING RESULTS ### Total Revenues ### Revenues before Reimbursable Expenses Revenues before reimbursable expenses are primarily generated by our employees who provide consulting and other professional services to our clients and are billable to our clients based on the number of hours worked, services provided, or achieved outcomes. We refer to these employees as our revenue-generating professionals. Revenues before reimbursable expenses are primarily driven by the number of revenue-generating professionals we employ as well as the total value, scope, and terms of the consulting contracts under which they provide services. We also engage independent contractors to supplement our revenue-generating professionals on client engagements as needed. We generate our revenues before reimbursable expenses from providing professional services and software products under the following four types of billing arrangements: fixed-fee (including software license revenue); time-and-expense; performance-based; and software support, maintenance and subscriptions. - *Fixed-fee (including software license revenue):* In fixed-fee billing arrangements, we agree to a pre-established fee in exchange for a predetermined set of professional services. We set the fees based on our estimates of the costs and timing for completing the engagements. Fixed-fee arrangements also include software licenses for our research administration and compliance software. - *Time-and-expense:* Under time-and-expense billing arrangements, we invoice our clients based on the number of hours worked by our revenue-generating professionals at agreed upon rates. Time-and-expense arrangements also include speaking engagements, conferences and publications purchased by our clients. - *Performance-based:* In performance-based billing arrangements, fees are tied to the attainment of contractually defined objectives. We enter into performance-based engagements in essentially two forms. First, we generally earn fees that are directly related to the savings formally acknowledged by the client as a result of adopting our recommendations for improving operational and cost effectiveness in the areas we review. Second, we earn a success fee when and if certain predefined outcomes occur. Often, performance-based fees supplement our fixed-fee or time-and-expense engagements. The level of performance-based fees earned may vary based on our clients’ risk sharing preferences and the mix of services we provide. - *Software support, maintenance and subscriptions:* Clients that have purchased one of our software licenses can pay an annual fee for software support and maintenance. We also generate subscription revenue from our cloud-based analytic tools and solutions including our cloud-based revenue cycle management software and research administration and compliance software. Software support, maintenance and subscription revenues are recognized ratably over the support or subscription period. These fees are generally billed in advance and included in deferred revenues until recognized. Time-and-expense engagements do not provide us with a high degree of predictability as to performance in future periods. Unexpected changes in the demand for our services can result in significant variations in utilization and revenues and present a challenge to optimal hiring and staffing. Moreover, our clients typically retain us on an engagement-by-engagement basis, rather than under long-term recurring contracts. The volume of work performed for any particular client can vary widely from period to period. Our quarterly results are impacted principally by the total value, scope, and terms of our client contracts, the number of our revenue-generating professionals who are available to work, our revenue-generating professionals' utilization rate, and the bill rates we charge our clients. Our utilization rate can be negatively affected by increased hiring because there is generally a transition period for new professionals that results in a temporary drop in our utilization rate. Our utilization rate can also be affected by seasonal variations in the demand for our services from our clients. For example, during the third and fourth quarters of the year, vacations taken by our clients can result in the deferral of activity on existing and new engagements, which would negatively affect our utilization rate. The number of business work days is also affected by the number of vacation days taken by our consultants and holidays in each quarter. We typically have fewer business work days available in the fourth quarter of the year, which can impact revenues during that period. ### Reimbursable Expenses Reimbursable expenses that are billed to clients, primarily relating to travel and out-of-pocket expenses incurred in connection with client engagements, are included in total revenues. We manage our business on the basis of revenues before reimbursable expenses, which we believe is the most accurate reflection of our services because it eliminates the effect of reimbursable expenses that we bill to our clients at cost. ### Operating Expenses Our most significant expenses are costs classified as direct costs. Direct costs primarily consist of compensation costs for our revenue-generating professionals, which includes salaries, performance bonuses, share-based compensation, signing and retention bonuses, payroll taxes and benefits. Direct costs also include fees paid to independent contractors that we retain to supplement our revenue-generating professionals, typically on an as-needed basis for specific client engagements, and technology costs, product and event costs, and commissions. Direct costs exclude amortization of intangible assets and software development costs and reimbursable expenses, both of which are separately presented in our consolidated statements of operations. Selling, general and administrative expenses primarily consists of compensation costs for our support personnel, which includes salaries, performance bonuses, share-based compensation, signing and retention bonuses, payroll taxes, benefits and deferred compensation expense attributable to the change in market value of our deferred compensation liability. Changes in the market value of our deferred compensation liability are offset with the changes in market value of investments that are used to fund our deferred compensation liability, which are recorded within other income (expense), net. Also included in selling, general and administrative expenses are third-party professional fees, software licenses and data hosting expenses, rent and other office-related expenses, sales- and marketing-related expenses, recruiting and training expenses, and practice administration and meeting expenses. Other operating expenses include restructuring charges, other gains and losses, depreciation expense, and amortization expense related to internally developed software costs and intangible assets acquired in business combinations. ### Segment Results Segment operating income consists of the revenues generated by a segment, less operating expenses that are incurred directly by the segment. Unallocated corporate expenses not allocated at the segment level include costs related to administrative functions that are performed in a centralized manner, as well as restructuring charges, depreciation and amortization, and interest expense that are not attributable to a particular segment. The administrative function costs include corporate office support costs, office facility costs, costs related to accounting and finance, human resources, legal, marketing, information technology, and company-wide business development functions, and costs related to overall corporate management. ### Non-GAAP Measures We also assess our results of operations using the following non-GAAP financial measures: earnings before interest, taxes, depreciation and amortization (“EBITDA”), adjusted EBITDA, adjusted EBITDA as a percentage of revenues before reimbursable expenses, adjusted net income, and adjusted diluted earnings per share. These non-GAAP financial measures differ from GAAP because they exclude a number of items required by GAAP, each discussed below. These non-GAAP financial measures should be considered in addition to, and not as a substitute for or superior to, any measure of performance, cash flows, or liquidity prepared in accordance with GAAP. Our non-GAAP financial measures may be defined differently from time to time and may be defined differently than similar terms used by other companies, and accordingly, care should be exercised in understanding how we define our non-GAAP financial measures. Our management uses the non-GAAP financial measures to gain an understanding of our comparative operating performance, for example when comparing such results with previous periods or forecasts. These non-GAAP financial measures are used by management in their financial and operating decision making because management believes they reflect our ongoing business in a manner that allows for meaningful period-to-period comparisons. Management also uses these non-GAAP financial measures when publicly providing our business outlook, for internal management purposes, and as a basis for evaluating potential acquisitions and dispositions. We believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating Huron’s current operating performance and future prospects in the same manner as management does and in comparing in a consistent manner Huron’s current financial results with Huron’s past financial results. These non-GAAP financial measures include adjustments for the following items: *Amortization of intangible assets:* We exclude the effect of amortization of intangible assets from the calculation of adjusted net income, as it is inconsistent in its amount and frequency and is significantly affected by the timing and size of our acquisitions. *Restructuring charges:* We have incurred charges due to restructuring various parts of our business. These restructuring charges have primarily consisted of costs associated with office space consolidations, including lease impairment charges and accelerated depreciation on lease-related property and equipment, and employee severance charges. We exclude the effect of the restructuring charges from our non-GAAP measures to permit comparability with periods that were not impacted by these items. We do not include normal, recurring, cash operating expenses in our restructuring charges. *2024 litigation settlement gain:* In the second quarter of 2024, we settled a litigation matter in which Huron was the plaintiff for $15.0 million, on a pre-tax basis. This $15.0 million settlement gain was recorded as a component of other gains, net on our consolidated statement of operations. We have excluded from our non-GAAP measures $11.7 million, which is the value of the settlement gain that exceeds the third-party legal costs incurred during 2024 specific to this litigation matter, as this net gain is not indicative of the ongoing performance of our business. Of the $3.3 million third-party legal costs incurred for this matter in 2024, $2.7 million was incurred in the first quarter and $0.6 million was incurred in the second quarter. Our third-party legal expenses are recorded as a component of selling, general and administrative expenses on our statement of operations. *Other losses (gains), net:* We exclude the effects of other losses and gains, which primarily relate to changes in the estimated fair value of our liabilities for contingent consideration related to business acquisitions and litigation settlement losses and gains, to permit comparability with periods that are not impacted by these items. These items are recorded as a component of other losses (gains), net on our consolidated statement of operations. *Transaction-related expenses*: To permit comparability with prior periods, we exclude the impact of third-party advisory, legal, and accounting fees and other corporate costs incurred directly related to the evaluation and/or consummation of business acquisitions. *Unrealized losses (gains) on long-term investments*: We exclude the effect of unrealized losses and gains related to our long-term investments, which include non-cash credit-related impairment charges on our convertible debt investment in Shorelight Holdings, LLC and changes in the fair value of our equity investment in a hospital-at-home company arising from observable price changes or impairment charges. These unrealized losses and gains are included as a component of other income (expense), net on our consolidated statements of operations. We believe these unrealized losses and gains are not indicative of the ongoing performance of our business and their exclusion permits comparability with prior periods. *Foreign currency transaction losses (gains), net:* We exclude the effect of foreign currency transaction losses and gains from the calculation of adjusted EBITDA because the amount of each loss or gain is significantly affected by changes in foreign exchange rates. *Tax effect of adjustments:* The non-GAAP income tax adjustment reflects the incremental tax impact applicable to the non-GAAP adjustments. *Income tax expense, interest expense, net of interest income, depreciation and amortization:* We exclude the effects of income tax expense, interest expense, net of interest income, and depreciation and amortization in the calculation of EBITDA, as these are customary exclusions as defined by the calculation of EBITDA to arrive at meaningful earnings from core operations excluding the effect of such items. We include, within the depreciation and amortization adjustment, the amortization of capitalized implementation costs of our ERP and other related software, which is included within selling, general and administrative expenses in our consolidated statements of operations. ### Revenue-Generating Professionals Our revenue-generating professionals consist of our full-time consultants who generate revenues based on the number of hours worked; full-time equivalents, which consists of coaches and their support staff within the culture and organizational excellence solution, consultants who work variable schedules as needed by clients, and full-time employees who provide software support and maintenance services to clients; and our Managed Services professionals who provide revenue cycle management and research administration managed services and outsourcing at our healthcare, education and research-focused clients. ### Utilization Rate The utilization rate of our revenue-generating professionals is calculated by dividing the number of hours our billable consultants worked on client assignments during a period by the total available working hours for these billable consultants during the same period. Available working hours are determined by the standard hours worked by each billable consultant, adjusted for part-time hours, and U.S. standard work weeks. Available working hours exclude local country holidays and vacation days. Utilization rates are presented for our revenue-generating professionals who primarily bill on an hourly basis. We do not present utilization rates for our Managed Services professionals as most of the revenues generated by these employees are not billed on an hourly basis. ### RESULTS OF OPERATIONS ### Executive Highlights Highlights from the third quarter of 2025 include the following: - Revenues before reimbursable expenses increased 16.8% to $432.4 million for the third quarter of 2025 from $370.0 million for the third quarter of 2024. - Net income as a percentage of total revenues was 6.9% for the third quarter of 2025, compared to 7.2% for the third quarter of 2024. - Adjusted EBITDA as a percentage of revenues before reimbursable expenses increased to 15.6% for the third quarter of 2025, compared to 14.8% for the third quarter of 2024. - Diluted EPS increased 16.3% to $1.71 for the third quarter of 2025, compared to $1.47 for the third quarter of 2024. - Adjusted diluted EPS increased 25.0% to $2.10 for the third quarter of 2025, compared to $1.68 for the third quarter of 2024. - Returned $152.5 million to shareholders in the first nine months of 2025 by repurchasing 1,084,794 shares of our common stock. Revenues before reimbursable expenses increased $62.3 million, or 16.8%, to $432.4 million for the third quarter of 2025 from $370.0 million for the third quarter of 2024. The overall increase in revenues before reimbursable expenses reflects strengthened demand for our Consulting and Managed Services capabilities and our Digital capabilities across all segments. The increase includes $28.3 million of incremental revenues before reimbursable expenses from our acquisitions completed since the third quarter of 2024. Excluding the $28.3 million of incremental revenues before reimbursable expenses from our acquisitions and $3.4 million of revenues before reimbursable expenses in the third quarter of 2024 generated by the Studer Education business, which we divested at the end of 2024, revenues before reimbursable expenses grew 10.2% organically. Revenues before reimbursable expenses within our Consulting and Managed Services capability increased $41.8 million, or 19.5%, in the third quarter of 2025 to $256.3 million, compared to $214.5 million in the third quarter of 2024; and reflected strengthened demand across all segments. The increase includes $15.1 million of incremental revenues before reimbursable expenses from our acquisitions of Eclipse Insights, Treliant, Advancement Resources, WP&C and Halpin. The utilization rate within our Consulting capability increased to 73.7% in the third quarter of 2025, compared to 73.6% in the third quarter of 2024. Revenues before reimbursable expenses within our Digital capability increased $20.5 million, or 13.2%, in the third quarter of 2025 to $176.0 million, compared to $155.5 million in the third quarter of 2024; and reflected strengthened demand across all segments. The increase includes $13.3 million of incremental revenues before reimbursable expenses from our acquisition of AXIA Consulting. The utilization rate within our Digital capability decreased to 77.1% in the third quarter of 2025, compared to 77.2% in the third quarter of 2024. Our total number of revenue-generating professionals, excluding Managed Services professionals, increased 15.2% to 5,244 as of September 30, 2025, compared to 4,551 as of September 30, 2024, as a result of the acquisitions completed since the third quarter of 2024 and hiring to support the overall increase in demand for our services. The number of Managed Services professionals increased 55.5% to 2,091 as of September 30, 2025 from 1,345 as of September 30, 2024, as a result of hiring to support the increase in demand for our services. We proactively plan and manage the size and composition of our workforce and take actions as needed to address changes in the anticipated demand for our services as employee compensation costs are the most significant portion of our operating expenses. Net income increased $3.3 million, or 12.0%, to $30.4 million, or 6.9% of total revenues, for the third quarter of 2025 compared to $27.1 million, or 7.2% of total revenues, for the same period last year. As a result of the increase in net income and a reduction in diluted shares outstanding resulting from share repurchases made under our share repurchase plan, diluted earnings per share for the third quarter of 2025 increased 16.3% to $1.71, compared to $1.47 for the third quarter of 2024. Adjusted diluted earnings per share increased 25.0% to $2.10 for the third quarter of 2025, compared to $1.68 for the third quarter of 2024. Adjusted EBITDA increased $12.6 million, or 22.9%, to $67.4 million, or 15.6% of revenues before reimbursable expenses, for the third quarter of 2025, compared to $54.9 million, or 14.8% of revenues before reimbursable expenses, for the same period last year. In the first nine months of 2025, we deployed $152.5 million of capital to repurchase 1,084,794 shares of our common stock, representing 6.1% of our common stock outstanding as of December 31, 2024. ### Summary of Results The following tables set forth, for the periods indicated, selected segment and consolidated operating results and other operating data, including non-GAAP measures. | Segment and Consolidated Operating Results (in thousands, except per share amounts): 2025 Healthcare: | Three Months Ended September 30, 2024 | 2025 | Nine Months Ended September 30, 2024 | | | --- | ---: | ---: | ---: | ---: | | Revenues before reimbursable expenses | $219,541 | $183,136 | $615,853 | $553,976 | | Operating income | $67,757 | $49,651 | $183,724 | $147,591 | | Segment operating income as a percentage of segment revenues before reimbursable expenses | 30.9% | 27.1% | 29.8% | 26.6% | | **Education:** | | | | | | Revenues before reimbursable expenses | $129,424 | $121,048 | $381,473 | $355,384 | | Operating income | $33,233 | $29,158 | $88,622 | $81,906 | | Segment operating income as a percentage of segment revenues before reimbursable expenses | 25.7% | 24.1% | 23.2% | 23.0% | | **Commercial:** | | | | | | Revenues before reimbursable expenses | $83,396 | $65,865 | $233,230 | $188,304 | | Operating income | $13,659 | $16,144 | $37,462 | $39,198 | | Segment operating income as a percentage of segment revenues before reimbursable expenses | 16.4% | 24.5% | 16.1% | 20.8% | | **Total Huron:** | | | | | | Revenues before reimbursable expenses | $432,361 | $370,049 | $1,230,556 | $1,097,664 | | Reimbursable expenses | 8,923 | 8,040 | 26,624 | 24,827 | | **Total revenues** | $441,284 | $378,089 | $1,257,180 | $1,122,491 | | Items not allocated at the segment level: | | | | | | Unallocated corporate expenses | 56,549 | 46,821 | 163,201 | 143,386 | | Other gains, net | — | (173) | (71) | (14,522) | | Restructuring charges | 2,432 | 1,921 | 4,279 | 6,201 | | Depreciation and amortization | 5,668 | 3,939 | 14,013 | 11,861 | | Operating income | 50,000 | 42,445 | 128,386 | 121,769 | | Other expense, net | (7,354) | (4,864) | (36,580) | (14,533) | | Income before taxes | 42,646 | 37,581 | 91,806 | 107,236 | | Income tax expense | 12,226 | 10,432 | 17,420 | 24,599 | | Net income | $30,420 | $27,149 | $74,386 | $82,637 | | Earnings per share: | | | | | | Basic | $1.75 | $1.53 | $4.25 | $4.61 | | Diluted | $1.71 | $1.47 | $4.13 | $4.43 | | **Other Operating Data:** | | | | | | **Number of revenue-generating professionals by segment (at period end):** | | | | | | Healthcare | 1,428 | 1,219 | 1,428 | 1,219 | | Education | 1,166 | 1,128 | 1,166 | 1,128 | | Commercial (1)(2) | 2,650 | 2,204 | 2,650 | 2,204 | | Total (excluding Managed Services) | 5,244 | 4,551 | 5,244 | 4,551 | | Managed Services(3) | 2,091 | 1,345 | 2,091 | 1,345 | | Total | 7,335 | 5,896 | 7,335 | 5,896 | | **Revenues before reimbursable expenses by capability:** | | | | | | Consulting and Managed Services(4) | $256,319 | $214,517 | $709,362 | $634,415 | | Digital | 176,042 | 155,532 | 521,194 | 463,249 | | Total | $432,361 | $370,049 | $1,230,556 | $1,097,664 | 31 | Segment and Consolidated Operating Results (in thousands, except per share amounts): 2025 Number of revenue-generating professionals by capability (at period end): | Three Months Ended September 30, 2024 | 2025 | Nine Months Ended September 30, 2024 | | | --- | ---: | ---: | ---: | ---: | | Consulting | 2,139 | 1,707 | 2,139 | 1,707 | | Managed Services(3) | 2,091 | 1,345 | 2,091 | 1,345 | | Digital | 3,105 | 2,844 | 3,105 | 2,844 | | Total | 7,335 | 5,896 | 7,335 | 5,896 | | **Utilization rate by capability(5):** | | | | | | Consulting | 73.7% | 73.6% | 74.9% | 72.5% | | Digital | 77.1% | 77.2% | 77.7% | 75.4% | (1) The majority of our revenue-generating professionals within our Commercial segment can provide services across all of our industries, including healthcare and education, and the related costs of these professionals are allocated to each of the segments. (2) The increase in the number of revenue-generating professionals within our Commercial segment includes our acquisition of Treliant in the third quarter of 2025. This acquisition added approximately 180 revenue-generating professionals, of which approximately 65 are consultants who work variable schedules as needed by clients. (3) We have separately presented the total number of revenue-generating professionals within our Managed Services capabilities of our Healthcare and Education segments. Our Healthcare Managed Services professionals provide revenue cycle billing, collections, insurance verification and change integrity services to clients. Our Education Managed Services professionals provide research administration managed services and outsourcing at our education and research-focused clients. The number of Managed Services revenue-generating professionals within our Healthcare segment was 1,977 and 1,223 as of September 30, 2025 and 2024, respectively. The number of Managed Services revenue-generating professionals within our Education segment was 114 and 122 as of September 30, 2025 and 2024, respectively. (4) Managed Services capability revenues before reimbursable expenses within our Healthcare segment was $25.0 million and $19.3 million for the three months ended September 30, 2025 and 2024, respectively; and $64.3 million and $53.5 million for the nine months ended September 30, 2025 and 2024, respectively. Managed Services capability revenues before reimbursable expenses within our Education segment was $7.7 million and $6.6 million for the three months ended September 30, 2025 and 2024, respectively; and $22.4 million and $20.8 million for the nine months ended September 30, 2025 and 2024, respectively. (5) Utilization rates are presented for our revenue-generating professionals who primarily bill on an hourly basis. We do not present utilization rates for our Managed Services professionals as most of the revenues generated by these employees are not billed on an hourly basis. ### Non-GAAP Measures ### Reconciliation of Net Income to EBITDA and Adjusted EBITDA | | Three Months Ended September 30, 2025 | 2024 | Nine Months Ended September 30, 2025 | 2024 | | --- | ---: | ---: | ---: | ---: | | **Revenues before reimbursable expenses** | $432,361 | $370,049 | $1,230,556 | $1,097,664 | | **Reimbursable expenses** | 8,923 | 8,040 | 26,624 | 24,827 | | **Total revenues** | $441,284 | $378,089 | $1,257,180 | $1,122,491 | | **Net income** | $30,420 | $27,149 | $74,386 | $82,637 | | **Net income as a percentage of total revenues** | 6.9% | 7.2% | 5.9% | 7.4% | | Add back: | | | | | | Income tax expense | 12,226 | 10,432 | 17,420 | 24,599 | | Interest expense, net of interest income | 11,009 | 6,800 | 25,937 | 19,894 | | Depreciation and amortization | 8,961 | 6,542 | 23,428 | 18,967 | | **EBITDA** | 62,616 | 50,923 | 141,171 | 146,097 | | Add back: | | | | | | Restructuring charges | 3,521 | 3,137 | 5,419 | 7,530 | | 2024 litigation settlement gain | — | — | — | (11,701) | | Other losses (gains), net | — | (173) | (71) | 478 | | Transaction-related expenses | 2,354 | 716 | 7,240 | 2,316 | | Unrealized losses on long-term investments | — | — | 16,139 | — | | Foreign currency transaction losses (gains), net | (1,056) | 267 | (393) | (348) | | **Adjusted EBITDA** | $67,435 | $54,870 | $169,505 | $144,372 | | **Adjusted EBITDA as a percentage of revenues before reimbursable expenses** | 15.6% | 14.8% | 13.8% | 13.2% | ### Reconciliation of Net Income to Adjusted Net Income and Adjusted Diluted Earnings per Share | | Three Months Ended September 30, 2025 | 2024 | Nine Months Ended September 30, 2025 | 2024 | | --- | ---: | ---: | ---: | ---: | | **Net income** | $30,420 | $27,149 | $74,386 | $82,637 | | **Weighted average shares - diluted** | 17,794 | 18,471 | 18,024 | 18,672 | | **Diluted earnings per share** | $1.71 | $1.47 | $4.13 | $4.43 | | Add back: | | | | | | Amortization of intangible assets | 3,522 | 1,600 | 7,860 | 4,917 | | Restructuring charges | 3,521 | 3,137 | 5,419 | 7,530 | | 2024 litigation settlement gain | — | — | — | (11,701) | | Other losses (gains), net | — | (173) | (71) | 478 | | Transaction-related expenses | 2,354 | 716 | 7,240 | 2,316 | | Unrealized losses on long-term investments | — | — | 16,139 | — | | Tax effect of adjustments | (2,443) | (1,372) | (8,827) | (920) | | Total adjustments, net of tax | 6,954 | 3,908 | 27,760 | 2,620 | | **Adjusted net income** | $37,374 | $31,057 | $102,146 | $85,257 | | **Adjusted weighted average shares - diluted** | 17,794 | 18,471 | 18,024 | 18,672 | | **Adjusted diluted earnings per share** | $2.10 | $1.68 | $5.67 | $4.57 | 33 ### Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024 ### Revenues before Reimbursable Expenses Revenues before reimbursable expenses by segment and capability for the three months ended September 30, 2025 and 2024 were as follows: | Revenues before Reimbursable Expenses (in thousands) 2025 Segment: | Three Months Ended September 30, 2024 | | Increase / (Decrease) $% | | | --- | ---: | ---: | ---: | ---: | | Healthcare | $219,541 | $183,136 | $36,405 | 19.9% | | Education | 129,424 | 121,048 | 8,376 | 6.9% | | Commercial | 83,396 | 65,865 | 17,531 | 26.6% | | **Total revenues before reimbursable expenses** | $432,361 | $370,049 | $62,312 | 16.8% | | **Capability:** | | | | | | Consulting and Managed Services | $256,319 | $214,517 | $41,802 | 19.5% | | Digital | 176,042 | 155,532 | 20,510 | 13.2% | | **Total revenues before reimbursable expenses** | $432,361 | $370,049 | $62,312 | 16.8% | Revenues before reimbursable expenses increased $62.3 million, or 16.8%, to $432.4 million for the third quarter of 2025 from $370.0 million for the third quarter of 2024. The overall increase in revenues before reimbursable expenses reflects strengthened demand for our Consulting and Managed Services capabilities and our Digital capabilities across all segments. The increase includes $28.3 million of incremental revenues before reimbursable expenses from our acquisitions completed since the third quarter of 2024. Excluding the $28.3 million of incremental revenues before reimbursable expenses from our acquisitions and $3.4 million of revenues before reimbursable expenses in the third quarter of 2024 generated by the Studer Education business, which we divested at the end of 2024, revenues before reimbursable expenses grew 10.2% organically. Additional information on our revenues before reimbursable expenses by segment follows. - **Healthcare** revenues before reimbursable expenses increased $36.4 million, or 19.9%, driven by strengthened demand for our performance improvement, financial advisory, revenue cycle managed services, and strategy and innovation solutions within our Consulting and Managed Services capability and our technology and analytics services within our Digital capability. These increases in demand were partially offset by a decrease in revenues before reimbursable expenses due to the divestiture of our Studer Education practice in the fourth quarter of 2024. The Studer Education business generated $3.4 million of revenues before reimbursable expenses in the third quarter of 2024. Revenues before reimbursable expenses in the third quarter of 2025 included $6.5 million of incremental revenues from our acquisitions of Eclipse Insights and AXIA Consulting. The number of revenue-generating professionals, excluding Managed Services professionals, within our Healthcare segment grew 17.1% to 1,428 as of September 30, 2025, compared to 1,219 as of September 30, 2024. Our acquisition of Eclipse Insights in June 2025 added approximately 40 revenue-generating professionals. - **Education** revenues before reimbursable expenses increased $8.4 million, or 6.9%, driven by strengthened demand for our strategy and operations and research solutions within our Consulting and Managed Services capability and our software products within our Digital capability. Revenues before reimbursable expenses in the third quarter of 2025 included $2.2 million of incremental revenues from our acquisitions of Advancement Resources, AXIA Consulting, and Halpin. The number of revenue-generating professionals within our Education segment, excluding Managed Services professionals, grew 3.4% to 1,166 as of September 30, 2025, compared to 1,128 as of September 30, 2024. Our acquisitions of Advancement Resources and Halpin in March 2025 added approximately 30 revenue-generating professionals. - **Commercial** revenues before reimbursable expenses increased $17.5 million, or 26.6%, which reflects $19.6 million of incremental revenues before reimbursable expenses from our acquisitions of AXIA Consulting, Treliant, and WP&C and continued strength in demand for our technology and analytics services within our Digital capability; partially offset by a decrease in demand for our financial advisory solutions within our Consulting and Managed Services capability. The number of revenue-generating professionals within our Commercial segment, the majority of which provide services across all of our industries, grew 20.2% to 2,650 as of September 30, 2025, compared to 2,204 as of September 30, 2024. Our acquisition of AXIA Consulting in December 2024 added approximately 130 revenue-generating professionals, and the acquisitions of Treliant and WP&C in the third quarter of 2025 added approximately 210 revenue-generating professionals. ### Operating Expenses Operating expenses for the third quarter of 2025 increased $55.6 million, or 16.6%, over the third quarter of 2024. Operating expenses and operating expenses as a percentage of revenues before reimbursable expenses were as follows: | Operating Expenses (in thousands, except amounts as a percentage of revenues before reimbursable expenses) | Three Months Ended September 30, 2025 | | 2024 | | Increase / (Decrease) | | --- | ---: | ---: | ---: | ---: | ---: | | Direct costs | $288,803 | 66.8% | $247,849 | 67.0% | $40,954 | | Reimbursable expenses | 8,923 | 2.1% | 8,135 | 2.2% | 788 | | Selling, general and administrative expenses | 81,296 | 18.8% | 70,375 | 19.0% | 10,921 | | Other gains, net | — | —% | (173) | —% | 173 | | Restructuring charges | 3,521 | 0.8% | 3,137 | 0.8% | 384 | | Depreciation and amortization | 8,741 | 2.0% | 6,321 | 1.7% | 2,420 | | **Total operating expenses** | $391,284 | 90.5% | $335,644 | 90.7% | $55,640 | ### Direct Costs Direct costs increased $41.0 million, or 16.5%, to $288.8 million for the third quarter of 2025 from $247.8 million for the third quarter of 2024. The $41.0 million increase primarily related to a $34.2 million increase in compensation costs for our revenue-generating professionals, a $3.9 million increase in contractor expenses, and a $1.3 million increase in technology costs. The increase in compensation costs reflects our investment to grow our talented team to meet increased market demand and is primarily attributable to a $26.4 million increase in salaries and related expenses, driven by increased headcount and annual salary increases that went into effect in the first quarter of 2025, a $5.3 million increase in performance bonus expense, a $1.4 million increase in share-based compensation expense, and a $1.1 million increase in signing, retention and other bonus expense. As a percentage of revenues before reimbursable expenses, direct costs decreased to 66.8% during the third quarter of 2025, compared to 67.0% during the third quarter of 2024. This decrease was primarily due to revenue growth that outpaced the increase in compensation costs for our revenue-generating professionals; partially offset by an increase in contractor expenses, as a percentage of revenues before reimbursable expenses. ### Reimbursable Expenses Reimbursable expenses are billed to clients at cost and primarily relate to travel and out-of-pocket expenses incurred in connection with client engagements. These expenses are also included in total revenues. We manage our business on the basis of revenues before reimbursable expenses, which we believe is the most accurate reflection of our services because it eliminates the effect of reimbursable expenses that are also included as a component of operating expenses. ### Selling, General and Administrative Expenses Selling, general and administrative expenses increased by $10.9 million, or 15.5%, to $81.3 million in the third quarter of 2025 from $70.4 million in the third quarter of 2024. The $10.9 million increase includes a $4.4 million increase in compensation costs for our support personnel; a $2.0 million increase in software and data hosting expenses; a $1.5 million increase in third-party professional fees; a $0.9 million increase in legal expenses; and a $0.8 million increase in promotion and marketing expenses. The $4.4 million increase in compensation costs for our support personnel was primarily driven by a $3.3 million increase in salaries and related expenses. As a percentage of revenues before reimbursable expenses, selling, general and administrative expenses decreased to 18.8% during the third quarter of 2025, compared to 19.0% during the third quarter of 2024, which was primarily due to revenue growth that outpaced the increase in compensation costs for our support personnel; partially offset by an increase in third-party professional fees, as a percentage of revenues before reimbursable expenses. ### Other Gains, Net Other gains, net totaled $0.2 million in the third quarter of 2024 and consisted of remeasurement gains to decrease the fair value of our contingent consideration liabilities related to business combinations. There were no other losses or gains recognized in the third quarter of 2025. See Note 11 “Fair Value of Financial Instruments” within the notes to our consolidated financial statements for additional information on the fair value of contingent consideration liabilities. ### Restructuring Charges Restructuring charges for the third quarter of 2025 were $3.5 million, compared to $3.1 million for the third quarter of 2024. The $3.5 million of restructuring charges recognized in the third quarter of 2025 included $1.6 million of severance-related expenses; $1.1 million of accelerated depreciation and amortization on the related fixed assets and right-of-use operating lease assets recognized when we exited our office space in Pensacola, Florida in the third quarter of 2025; and $0.8 million of rent and related expenses, net of sublease income, for our previously vacated office spaces. The $3.1 million of restructuring charges recognized in the third quarter of 2024 included $1.3 million of severance-related expenses; a $1.2 million non-cash impairment charge on the related right-of-use operating lease asset and fixed assets for a portion of our New York, New York office space that we exited during the third quarter of 2024; and $0.6 million of rent and related expenses, net of sublease income, for our previously vacated office spaces. ### Depreciation and Amortization Depreciation and amortization expense increased $2.4 million, or 38.3%, to $8.7 million in the third quarter of 2025, compared to $6.3 million in the third quarter of 2024. The $2.4 million increase in depreciation and amortization expense was primarily attributable to increases in amortization of intangible assets acquired in business acquisitions and internally developed software. ### Operating Income Operating income increased $7.6 million, or 17.8%, to $50.0 million in the third quarter of 2025 from $42.4 million in the third quarter of 2024. Operating margin, which is defined as operating income expressed as a percentage of revenues before reimbursable expenses was 11.6% for the three months ended September 30, 2025, compared to 11.5% for the three months ended September 30, 2024. Operating income and operating margin for each of our segments as well as unallocated corporate expenses were as follows: | Segment Operating Income (in thousands, except operating margin percentages) | Three Months Ended September 30, 2025 | | 2024 | | Increase / (Decrease) | | --- | ---: | ---: | ---: | ---: | ---: | | Healthcare | $67,757 | 30.9% | $49,651 | 27.1% | $18,106 | | Education | $33,233 | 25.7% | $29,158 | 24.1% | $4,075 | | Commercial | $13,659 | 16.4% | $16,144 | 24.5% | $(2,485) | | **Unallocated Corporate Expenses (in thousands)** | | | | | | | Unallocated corporate expenses | $56,549 | | $46,821 | | $9,728 | - **Healthcare** operating income increased $18.1 million, or 36.5%, primarily due to the increase in revenues before reimbursable expenses, as well as a decrease in salaries and related expenses for our support personnel; partially offset by increases in compensation costs for our revenue-generating professionals and contractor expenses. The increase in compensation costs for our revenue-generating professionals was driven by an increase in headcount and annual salary increases that went into effect in the first quarter of 2025, as well as increases in performance bonus expense, share-based compensation expense, and signing, retention and other bonus expense. Healthcare operating margin increased to 30.9% from 27.1% primarily due to revenue growth that outpaced the increase in salaries and related expenses for our revenue-generating professionals and the decrease in salaries and related expenses for our support personnel. - **Education** operating income increased $4.1 million, or 14.0%, primarily due to the increase in revenues before reimbursable expenses; partially offset by increases in compensation costs for our revenue-generating professionals and support personnel, amortization of internally developed software, contractor expenses, and product and event costs. The increase in compensation costs for our revenue-generating professionals and support personnel were primarily driven by an increase in headcount and annual salary increases that went into effect in the first quarter of 2025, as well as an increase in share-based compensation expense for our revenue-generating professionals. Education operating margin increased to 25.7% from 24.1% primarily driven by revenue growth that outpaced the increase in compensation costs for our revenue-generating professionals; partially offset by increases in amortization of internally developed software, product and event costs, contractor expenses, and compensation costs for our support personnel, as percentages of revenues before reimbursable expenses. - **Commercial** operating income decreased $2.5 million, or 15.4%, primarily due to increases in compensation costs for our revenue-generating professionals and support personnel and contractor expenses; partially offset by the increase in revenues before reimbursable expense. The increase in compensation costs was primarily due to the increased headcount, driven by our acquisitions of AXIA Consulting and Treliant, and annual salary increases that went into effect in the first quarter of 2025. Commercial operating margin decreased to 16.4% from 24.5% primarily due to the increases in salaries and related expenses for our revenue-generating professionals and contractor expenses, as percentages of revenues before reimbursable expenses; partially offset by revenue growth that outpaced the increase in performance bonus expense for our revenue-generating professionals and a decrease in share-based compensation expense for our revenue-generating professionals. - **Unallocated corporate expenses** increased $9.7 million, or 20.8%, primarily due to increases in compensation costs for our support personnel, software and data hosting expenses, legal expenses, and third-party professional fees. The increase in compensation costs for our support personnel was primarily driven by an increase in headcount and annual salary increases that went into effect in the first quarter of 2025. The increases in legal expenses and third-party professional fees were primarily driven by professional fees for our programmatic acquisition activity. ### Other Income (Expense), Net Interest expense, net of interest income increased $4.2 million to $11.0 million in the third quarter of 2025 from $6.8 million in the third quarter of 2024, which was primarily attributable to higher levels of borrowing and higher interest rates under our senior secured credit facility during the third quarter of 2025 compared to the third quarter of 2024. See “Liquidity and Capital Resources” below and Note 8 “Financing Arrangements” within the notes to our consolidated financial statements for additional information about our senior secured credit facility. Other income, net totaled $3.7 million in the third quarter of 2025, compared to $1.9 million in the third quarter of 2024. In the third quarter of 2025, we recognized a $2.6 million gain for the market value of our deferred compensation investments and $1.1 million of foreign currency transaction gains. In the third quarter of 2024, we recognized a $2.2 million gain for the market value of our deferred compensation investments and $0.3 million of foreign currency transaction losses. The change in the market value of our investments that are used to fund our deferred compensation liability are offset with deferred compensation expense which is recognized as a component of selling, general and administrative expenses on our consolidated statements of operations. See Note 10 “Derivative Instruments and Hedging Activity” within the notes to our consolidated financial statements for additional information on our foreign exchange forward contracts. ### Income Tax Expense For the three months ended September 30, 2025, our effective tax rate was 28.7% as we recognized income tax expense of $12.2 million on income of $42.6 million. The effective tax rate of 28.7% was less favorable than the statutory rate, inclusive of state income taxes, of 26.0%, primarily due to certain nondeductible expense items. For the three months ended September 30, 2024, our effective tax rate was 27.8% as we recognized income tax expense of $10.4 million on income of $37.6 million. The effective tax rate of 27.8% was less favorable than the statutory rate, inclusive of state income taxes, of 26.1%, primarily due to certain nondeductible expense items. These unfavorable items were partially offset by a tax benefit related to non-taxable gains on our investments used to fund our deferred compensation liability. ### Net Income and Earnings per Share Net income increased $3.3 million, or 12.0%, to $30.4 million for the three months ended September 30, 2025 from $27.1 million for the same period last year. As a result of the increase in net income and a reduction in diluted shares outstanding resulting from share repurchases made under our share repurchase plan, diluted earnings per share for the third quarter of 2025 increased to $1.71 from $1.47 for the third quarter of 2024. ### EBITDA and Adjusted EBITDA EBITDA increased $11.7 million, or 23.0%, to $62.6 million for the third quarter of 2025 from $50.9 million for the third quarter of 2024. The increase in EBITDA was primarily attributable to the increases in Healthcare and Education segment operating income, excluding segment depreciation and amortization; partially offset by the increase in unallocated corporate expenses, excluding the impact of the change in the market value of our deferred compensation liability, and the decrease in Commercial segment operating income, excluding segment depreciation and amortization. Adjusted EBITDA increased $12.6 million, or 22.9%, to $67.4 million in the third quarter of 2025 from $54.9 million in the third quarter of 2024. The increase in adjusted EBITDA was primarily attributable to the increases in Healthcare and Education segment operating income, excluding segment depreciation and amortization and segment restructuring charges; partially offset by the increase in unallocated corporate expenses, excluding the impact of the change in the market value of our deferred compensation liability and transaction-related expenses, and the decrease in Commercial segment operating income, excluding segment depreciation and amortization and segment restructuring charges. ### Adjusted Net Income and Adjusted Earnings per Share Adjusted net income increased $6.3 million, or 20.3%, to $37.4 million in the third quarter of 2025, compared to $31.1 million in the third quarter of 2024. As a result of the increase in adjusted net income as well as a reduction in diluted shares outstanding resulting from share repurchases made under our share repurchase plan, adjusted diluted earnings per share increased to $2.10 for the third quarter of 2025 compared to $1.68 for the third quarter of 2024. ### Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024 ### Revenues before Reimbursable Expenses Revenues before reimbursable expenses by segment and capability for the nine months ended September 30, 2025 and 2024 were as follows: | Revenues before Reimbursable Expenses (in thousands) 2025 Segment: | Nine Months Ended September 30, 2024 | | Increase / (Decrease) $% | | | --- | ---: | ---: | ---: | ---: | | Healthcare | $615,853 | $553,976 | $61,877 | 11.2% | | Education | 381,473 | 355,384 | 26,089 | 7.3% | | Commercial | 233,230 | 188,304 | 44,926 | 23.9% | | **Total revenues before reimbursable expenses** | $1,230,556 | $1,097,664 | $132,892 | 12.1% | | **Capability:** | | | | | | Consulting and Managed Services | $709,362 | $634,415 | $74,947 | 11.8% | | Digital | 521,194 | 463,249 | 57,945 | 12.5% | | **Total revenues before reimbursable expenses** | $1,230,556 | $1,097,664 | $132,892 | 12.1% | Revenues before reimbursable expenses increased $132.9 million, or 12.1%, to $1.23 billion for the first nine months of 2025 from $1.10 billion for the first nine months of 2024. The overall increase in revenues before reimbursable expenses reflects continued strength in demand for our Consulting and Managed Services capabilities within our Healthcare and Education segments and our Digital capabilities within our Commercial and Education segments. The increase includes $58.7 million of incremental revenues before reimbursable expenses from our acquisitions completed since the first quarter of 2024. These increases were partially offset by decreases in demand for our Consulting and Managed Services capability within our Commercial segment and our Digital capability within our Healthcare segment. Excluding the $58.7 million of incremental revenues before reimbursable expenses from our acquisitions and $10.3 million of revenues before reimbursable expenses in the first nine months of 2024 generated by the Studer Education business, which we divested at the end of 2024, revenues before reimbursable expenses grew 7.8% organically. Additional information on our revenues before reimbursable expenses by segment follows. - **Healthcare** revenues before reimbursable expenses increased $61.9 million, or 11.2%, driven by continued strength in demand for our performance improvement, financial advisory, revenue cycle managed services, and strategy and innovation solutions within our Consulting and Managed Services capability. These increases were partially offset by a decrease in revenues before reimbursable expenses due to the divestiture of our Studer Education practice in the fourth quarter of 2024 and a decrease in revenues before reimbursable expenses for our technology and analytics services within our Digital capability. The Studer Education business generated $10.3 million of revenues before reimbursable expenses in the first nine months of 2024. Revenues before reimbursable expenses in the first nine months of 2025 included $7.2 million of incremental revenues from our acquisitions of Eclipse Insights and AXIA Consulting. The number of revenue-generating professionals, excluding Managed Services professionals, within our Healthcare segment grew 17.1% to 1,428 as of September 30, 2025, compared to 1,219 as of September 30, 2024. Our acquisition of Eclipse Insights in June 2025 added approximately 40 revenue-generating professionals. - **Education** revenues before reimbursable expenses increased $26.1 million, or 7.3%, driven by strengthened demand for our strategy and operations and research solutions within our Consulting and Managed Services capability and our software products and technology and analytics services within our Digital capability, as well as $8.3 million of incremental revenues before reimbursable expenses from our acquisitions of Advancement Resources, GG+A, AXIA Consulting, and Halpin. The number of revenue-generating professionals within our Education segment, excluding Managed Services professionals, grew 3.4% to 1,166 as of September 30, 2025, compared to 1,128 as of September 30, 2024. Our acquisitions of Advancement Resources and Halpin in March 2025 added approximately 30 revenue-generating professionals. - **Commercial** revenues before reimbursable expenses increased $44.9 million, or 23.9%, which reflects $43.1 million of incremental revenues before reimbursable expenses from our acquisitions of AXIA Consulting, Treliant, and WP&C and continued strength in demand for our technology and analytics services within our Digital capability. These increases were partially offset by decreases in demand for our financial advisory and strategy and innovation solutions within our Consulting and Managed Services capability. The number of revenue-generating professionals within our Commercial segment, the majority of which provide services across all of our industries, grew 20.2% to 2,650 as of September 30, 2025, compared to 2,204 as of September 30, 2024. Our acquisition of AXIA Consulting in December 2024 added approximately 130 revenue-generating professionals, and the acquisitions of Treliant and WP&C in the third quarter of 2025 added approximately 210 revenue-generating professionals. ### Operating Expenses Operating expenses for the first nine months of 2025 increased $128.1 million, or 12.8%, over the first nine months of 2024. Operating expenses and operating expenses as a percentage of revenues before reimbursable expenses were as follows: | Operating Expenses (in thousands, except amounts as a percentage of revenues before reimbursable expenses) | Nine Months Ended September 30, 2025 | | 2024 | | Increase / (Decrease) | | --- | ---: | ---: | ---: | ---: | ---: | | Direct costs | $835,874 | 67.9% | $749,757 | 68.3% | $86,117 | | Reimbursable expenses | 26,618 | 2.2% | 25,146 | 2.3% | 1,472 | | Selling, general and administrative expenses | 238,147 | 19.4% | 214,485 | 19.5% | 23,662 | | Other gains, net | (71) | —% | (14,522) | (1.3)% | 14,451 | | Restructuring charges | 5,419 | 0.4% | 7,530 | 0.7% | (2,111) | | Depreciation and amortization | 22,807 | 1.9% | 18,326 | 1.7% | 4,481 | | **Total operating expenses** | $1,128,794 | 91.7% | $1,000,722 | 91.2% | $128,072 | ### Direct Costs Direct costs increased $86.1 million, or 11.5%, to $835.9 million for the first nine months of 2025 from $749.8 million for the first nine months of 2024. The $86.1 million increase primarily related to a $72.3 million increase in compensation costs for our revenue-generating professionals, a $9.2 million increase in contractor expenses, a $2.7 million increase in technology costs, and a $1.6 million increase in project costs. The increase in compensation costs reflects our investment to grow our talented team to meet increased market demand and is primarily attributable to a $58.3 million increase in salaries and related expenses driven by increased headcount and annual salary increases that went into effect in the first quarter of 2025, a $10.0 million increase in performance bonus expense, a $2.5 million increase in signing, retention and other bonus expense, and a $1.5 million increase in share-based compensation expense. As a percentage of revenues before reimbursable expenses, direct costs decreased to 67.9% during the first nine months of 2025, compared to 68.3% during the first nine months of 2024. This decrease was primarily due to revenue growth that outpaced the increase in compensation costs for our revenue-generating professionals; partially offset by an increase in contractor expenses, as a percentage of revenues before reimbursable expenses. ### Reimbursable Expenses Reimbursable expenses are billed to clients at cost and primarily relate to travel and out-of-pocket expenses incurred in connection with client engagements. These expenses are also included in total revenues. We manage our business on the basis of revenues before reimbursable expenses, which we believe is the most accurate reflection of our services because it eliminates the effect of reimbursable expenses that are also included as a component of operating expenses. ### Selling, General and Administrative Expenses Selling, general and administrative expenses increased by $23.7 million, or 11.0%, to $238.1 million in the first nine months of 2025 from $214.5 million in the first nine months of 2024. The $23.7 million increase includes an $11.8 million increase in compensation costs for our support personnel, a $5.5 million increase in software and data hosting expenses, a $2.5 million increase in third-party professional fees, a $2.2 million increase in promotion and marketing expenses, and a $1.5 million increase in severance expenses; partially offset by a $2.7 million decrease in bad debt expense, and a $1.4 million decrease in legal expenses. The $11.8 million increase in compensation costs for our support personnel was driven by a $9.7 million increase in salaries and related expenses and a $2.4 million increase in performance bonus expense. As a percentage of revenues before reimbursable expenses, selling, general and administrative expenses decreased to 19.4% during the first nine months of 2025, compared to 19.5% during the first nine months of 2024, which was primarily due to revenue growth that outpaced the increase in compensation costs for our support personnel; largely offset by an increase in software and data hosting expenses, as a percentage of revenues before reimbursable expenses. ### Other Gains, Net Other gains, net totaled $0.1 million in the first nine months of 2025 and $14.5 million in the first nine months of 2024. The $0.1 million of other gains, net in the first nine months of 2025 consisted of a remeasurement gain to decrease the fair value of a contingent consideration liability related to a business combination. The $14.5 million of other gains, net in the first nine months of 2024 primarily consisted of a $15.0 million pre-tax litigation settlement gain for a completed legal matter in which Huron was the plaintiff. See Note 11 “Fair Value of Financial Instruments” within the notes to our consolidated financial statements for additional information on the fair value of contingent consideration liabilities. ### Restructuring Charges Restructuring charges for the first nine months of 2025 were $5.4 million, compared to $7.5 million for the first nine months of 2024. The $5.4 million of restructuring charges recognized in the first nine months of 2025 primarily consisted of $1.9 million rent and related expenses, net of sublease income, for our previously vacated office spaces; $1.7 million of severance-related expenses; $1.1 million of accelerated depreciation and amortization on the related fixed assets and right-of-use operating lease assets recognized when we exited our office space in Pensacola, Florida; and a $0.7 million non-cash lease impairment charge driven by updated sublease assumptions for a previously vacated office space. The $7.5 million of restructuring charges recognized in the first nine months of 2024 included $2.3 million of severance-related expenses; $1.7 million of rent and related expenses, net of sublease income, for previously vacated office spaces; a $1.4 million non-cash lease impairment charge on the right-of-use operating lease asset and fixed assets of the exited office space previously occupied by GG+A; a $1.2 million non-cash impairment charge on the related right-of-use operating lease asset and fixed assets for a portion of our New York, New York office space that we exited during the third quarter of 2024; and $0.8 million related to non-cash lease impairment charges driven by updated sublease assumptions for our previously vacated office spaces. ### Depreciation and Amortization Depreciation and amortization expense increased $4.5 million, or 24.5%, to $22.8 million for the first nine months of 2025, compared to $18.3 million for the first nine months of 2024. The $4.5 million increase in depreciation and amortization expense was primarily attributable to increases in amortization of intangible assets acquired in business acquisitions and internally developed software. ### Operating Income Operating income increased $6.6 million, or 5.4%, to $128.4 million in the first nine months of 2025 from $121.8 million in the first nine months of 2024. Operating margin, which is defined as operating income expressed as a percentage of revenues before reimbursable expenses, decreased to 10.4% for the first nine months of 2025, compared to 11.1% for the first nine months of 2024. Operating income and operating margin for each of our segments as well as unallocated corporate expenses were as follows: | Segment Operating Income (in thousands, except operating margin percentages) | Nine Months Ended September 30, 2025 | | 2024 | | Increase / (Decrease) | | --- | ---: | ---: | ---: | ---: | ---: | | Healthcare | $183,724 | 29.8% | $147,591 | 26.6% | $36,133 | | Education | $88,622 | 23.2% | $81,906 | 23.0% | $6,716 | | Commercial | $37,462 | 16.1% | $39,198 | 20.8% | $(1,736) | | **Unallocated Corporate Expenses (in thousands)** | | | | | | | Unallocated corporate expenses | $163,201 | | $143,386 | | $19,815 | - **Healthcare** operating income increased $36.1 million, or 24.5%, primarily due to the increase in revenues before reimbursable expenses, as well as decreases in salaries and related expenses for our support personnel, bad debt expense, and practice administration and meeting expenses; partially offset by increases in compensation costs for our revenue-generating professionals, technology costs, and contractor expenses. The increases in compensation costs for our revenue-generating professionals were primarily driven by an increase in headcount and annual salary increases that went into effect in the first quarter of 2025, as well as increases in performance bonus expense, share-based compensation expense, and signing, retention and other bonus expense. Healthcare operating margin increased to 29.8% from 26.6% primarily due to revenue growth that outpaced the increase in salaries and related expenses for our revenue-generating professionals and the decrease in salaries and related expenses for our support personnel. - **Education** operating income increased $6.7 million, or 8.2%, primarily due to the increase in revenues before reimbursable expenses; partially offset by increases in compensation costs for our revenue-generating professionals and support personnel, amortization of internally developed software, contractor expenses, practice administration and meeting expenses, project costs, and promotion and marketing expenses. The increases in compensation costs for our revenue-generating professionals and support personnel were primarily driven by an increase in headcount and annual salary increases that went into effect in the first quarter of 2025. Education operating margin increased to 23.2% from 23.0% primarily due to revenue growth that outpaced the compensation costs for our revenue-generating professionals; largely offset by the increases in compensation costs for our support personnel, amortization of internally developed software, contractor expenses, and practice administration and meeting expenses, as percentages of revenues before reimbursable expenses. - **Commercial** operating income decreased $1.7 million, or 4.4%, primarily due to increases in compensation costs for our revenue-generating professionals and support personnel and contractor expenses; largely offset by the increase in revenues before reimbursable expense. The increase in compensation costs for our revenue-generating professionals and support personnel was primarily due to the increased headcount, driven by our acquisitions of AXIA Consulting and Treliant, and annual salary increases that went into effect in the first quarter of 2025, as well as increases in performance bonus expense and signing, retention and other bonus expense for our revenue-generating professionals; partially offset by a decrease in share-based compensation expense for our revenue-generating professionals. Commercial operating margin decreased to 16.1% from 20.8% primarily due to the increases in salaries and related expenses for our revenue-generating professionals and contractor expenses, as percentages of revenues before reimbursable expenses; partially offset by revenue growth that outpaced the increase in performance bonus expense for our revenue-generating professionals. - **Unallocated corporate expenses** increased $19.8 million, or 13.8%, primarily due to increases in compensation costs for our support personnel, software and data hosting expenses, third-party professional fees, and practice administration and meeting expenses; partially offset by a decrease in legal expenses. The increase in compensation costs for our support personnel was primarily driven by an increase in headcount and annual salary increases that went into effect in the first quarter of 2025, as well as an increase in performance bonus expense. ### Other Income (Expense), Net Interest expense, net of interest income increased $6.0 million to $25.9 million in the first nine months of 2025 from $19.9 million in the first nine months of 2024, which was primarily attributable to higher levels of borrowing and higher interest rates under our senior secured credit facility during the first nine months of 2025 compared to the first nine months of 2024. See “Liquidity and Capital Resources” below and Note 8 “Financing Arrangements” within the notes to our consolidated financial statements for additional information about our senior secured credit facility. Other income (expense), net totaled expense of $10.6 million in the first nine months of 2025, compared to income of $5.4 million in the first nine months of 2024. In the first nine months of 2025, we recognized a pre-tax $11.1 million non-cash credit-related impairment charge related to our convertible debt investment in a third-party, and non-cash impairment charges of $5.0 million on our equity investment in a hospital-at-home company; partially offset by a $5.0 million gain recognized for the market value of our investments that are used to fund our deferred compensation liability and $0.4 million of foreign currency transaction gains. In the first nine months of 2024, we recognized a $5.0 million gain for the market value of our deferred compensation investments and $0.3 million of foreign currency transaction gains. The change in the market value of our investments that are used to fund our deferred compensation liability are offset with deferred compensation expense which is recognized as a component of selling, general and administrative expenses on our consolidated statements of operations. See Note 10 “Fair Value of Financial Instruments” within the notes to our consolidated financial statements for additional information on our convertible debt and equity investments. See Note 9 “Derivative Instruments and Hedging Activity” within the notes to our consolidated financial statements for additional information on our foreign exchange forward contracts. ### Income Tax Expense For the nine months ended September 30, 2025, our effective tax rate was 19.0% as we recognized income tax expense of $17.4 million on income of $91.8 million. The effective tax rate of 19.0% was more favorable than the statutory rate, inclusive of state income taxes, of 26.0%, primarily due to a discrete tax benefit for share-based compensation awards that vested during the first quarter of 2025. This favorable item was partially offset by the establishment of a valuation allowance for deferred tax assets recorded primarily as the result of the capital loss on our investment in a hospital-at-home company and certain nondeductible expenses. For the nine months ended September 30, 2024, our effective tax rate was 22.9% as we recognized income tax expense of $24.6 million on income of $107.2 million. The effective tax rate of 22.9% was more favorable than the statutory rate, inclusive of state income taxes, of 26.1%, primarily due to a discrete tax benefit for share-based compensation awards that vested during the first quarter of 2024 and a tax benefit related to non-taxable gains on our investments used to fund our deferred compensation liability. These favorable items were partially offset by certain nondeductible expense items. ### Net Income and Earnings per Share Net income decreased $8.3 million, or 10.0%, to $74.4 million for the nine months ended September 30, 2025 from $82.6 million for the same period last year, driven by the $11.1 million litigation settlement gain, net of tax, recognized in the second quarter 2024 related to a completed legal matter in which Huron was the plaintiff and the $8.2 million non-cash credit-related impairment charge, net of tax, recognized in the second quarter of 2025 related to our convertible debt investment in a third-party; partially offset by the increases in Healthcare and Education segment operating income. Diluted earnings per share for the nine months ended September 30, 2025 decreased to $4.13 compared to $4.43 for the nine months ended September 30, 2024; driven by the decrease in net income, partially offset by a reduction in diluted shares outstanding resulting from share repurchases made under our share repurchase plan. The non-cash credit-related impairment charge on our convertible debt investment had an unfavorable $0.46 impact on diluted EPS during the first nine months of 2025, while the litigation settlement gain related to a completed legal matter in which Huron was the plaintiff had a favorable $0.59 impact on diluted EPS for the prior year period. ### EBITDA and Adjusted EBITDA EBITDA decreased $4.9 million, or 3.4%, to $141.2 million for the nine months ended September 30, 2025 from $146.1 million for the nine months ended September 30, 2024. The decrease in EBITDA was primarily attributable to the increase in unallocated corporate expenses, excluding the impact of the change in the market value of our deferred compensation liability; the pre-tax $15.0 million litigation settlement gain recognized in the second quarter of 2024 for a completed legal matter in which Huron was the plaintiff; the pre-tax $11.1 million non-cash credit-related impairment charge recognized in the second quarter of 2025 related to our convertible debt investment in a third-party; and the $5.0 million of non-cash impairment charges recognized on our equity investment in a hospital-at-home company in the first nine months of 2025. These decreases were partially offset by the increases in Healthcare and Education segment operating income, excluding segment depreciation and amortization. Adjusted EBITDA increased $25.1 million, or 17.4%, to $169.5 million in the first nine months of 2025 from $144.4 million in the first nine months of 2024. The increase in adjusted EBITDA was primarily attributable to the increases in Healthcare and Education segment operating income, excluding segment depreciation and amortization and segment restructuring charges; partially offset by the increase in unallocated corporate expenses, excluding the impacts of the change in the market value of our deferred compensation liability and transaction-related expenses, and the decrease in Commercial segment operating income, excluding segment depreciation and amortization and segment restructuring charges. ### Adjusted Net Income and Adjusted Earnings per Share Adjusted net income increased $16.9 million, or 19.8%, to $102.1 million in the first nine months of 2025 compared to $85.3 million in the first nine months of 2024. As a result of the increase in adjusted net income as well as a reduction in diluted shares outstanding resulting from share repurchases made under our share repurchase plan, adjusted diluted earnings per share increased to $5.67 for the nine months ended September 30, 2025, compared to $4.57 for the nine months ended September 30, 2024. ### LIQUIDITY AND CAPITAL RESOURCES Cash and cash equivalents were $23.9 million and $21.9 million at September 30, 2025 and December 31, 2024, respectively. As of September 30, 2025, our primary sources of liquidity are cash on hand, cash flows from our U.S. operations, and borrowing capacity available under our credit facility. | Cash Flows (in thousands): | Nine Months Ended September 30, 2025 | 2024 | | --- | ---: | ---: | | Net cash provided by operating activities | $66,987 | $61,704 | | Net cash used in investing activities | (133,182) | (48,048) | | Net cash provided by (used in) financing activities | 68,247 | (7,315) | | Effect of exchange rate changes on cash | (74) | 7 | | Net increase in cash and cash equivalents | $1,978 | $6,348 | ### Operating Activities Our operating assets and liabilities consist primarily of receivables from billed and unbilled services, accounts payable and accrued expenses, accrued payroll and related benefits, operating lease obligations and deferred revenues. The volume of services rendered and the related billings and timing of collections on those billings, as well as payments of our accounts payable and salaries, bonuses, and related benefits to employees affect these account balances. Our purchase obligations primarily consist of payments for software and other information technology products to support our business and corporate infrastructure. Net cash provided by operating activities increased by $5.3 million to $67.0 million for the nine months ended September 30, 2025 from $61.7 million for the nine months ended September 30, 2024. The increase in net cash provided by operating activities was primarily related to an increase in cash collections in the first nine months of 2025; partially offset by an increase in payments for salaries and related expenses for our revenue-generating professionals, an increase in payments for selling, general and administrative expenses, a $15 million litigation settlement received in 2024 for a completed legal matter in which Huron was the plaintiff, an increase in the amount paid for annual performance bonuses in the first quarter of 2025 compared to the first quarter of 2024, and an increase in payments for contractor expenses. ### Investing Activities Our investing activities primarily consist of purchases of complementary businesses; purchases of property and equipment, primarily related to computers and related equipment for our employees and leasehold improvements and furniture and fixtures for office spaces; payments related to internally developed cloud-based software sold to our clients; and investments. Our investments include a convertible note investment in Shorelight Holdings, LLC, an equity investment in a hospital-at-home company, and investments in life insurance policies that are used to fund our deferred compensation liability. Net cash used in investing activities was $133.2 million for the nine months ended September 30, 2025, which primarily consisted of $107.2 million for purchases of businesses; $15.4 million for payments related to internally developed software to advance our Education and Healthcare software products; $7.9 million for purchases of property and equipment, primarily related to purchases of computers and related equipment and leasehold improvements for certain office spaces; and $2.9 million for contributions to our life insurance policies. Net cash used in investing activities was $48.0 million for the nine months ended September 30, 2024, which primarily consisted of $20.8 million for purchases of businesses; $19.3 million for payments related to internally developed software to advance our Healthcare and Education software products; $6.0 million for purchases of property and equipment, primarily related to purchases of computers and related equipment and leasehold improvements for certain office spaces; and $2.2 million for contributions to our life insurance policies. We estimate that cash utilized for purchases of property and equipment and software development in 2025 will total approximately $30 million to $35 million; primarily consisting of software development costs, information technology-related equipment to support our corporate infrastructure, and leasehold improvements and furniture and fixtures for certain office locations. ### Financing Activities Our financing activities primarily consist of borrowings and repayments under our senior secured credit facility, share repurchases, shares redeemed for employee tax withholdings upon vesting of share-based compensation, and payments for contingent consideration liabilities related to business acquisitions. See “Financing Arrangements” below for additional information on our senior secured credit facility. Net cash provided by financing activities was $68.2 million for the nine months ended September 30, 2025. The net borrowings of $253.3 million during the first nine months of 2025 were primarily used to fund our operations, including our annual performance bonus payments in the first quarter of 2025, and our programmatic business acquisitions. The aggregate borrowings and repayments during the first nine months of 2025 include the $400 million term loan proceeds received in the third quarter of 2025 under the Fourth Amended and Restated Credit Agreement (the “Amended Credit Agreement”), which were used to repay outstanding borrowings under the Third Amended and Restated Credit Agreement (the “Existing Credit Agreement”). In conjunction with the closing of the Amended Credit Agreement, we paid $3.1 million of debt issuance costs. See “Financing Arrangements” below for additional information on the Amended Credit Agreement. Additionally, during the first nine months of 2025, we paid $153.1 million for the settlement of share repurchases and we reacquired $33.0 million of common stock as a result of tax withholdings upon vesting of share-based compensation. These uses of cash for financing activities were partially offset by $4.1 million of cash received from stock option exercises in the first nine months of 2025. Net cash used in financing activities was $7.3 million for the nine months ended September 30, 2024. During the nine months ended September 30, 2024, we borrowed $682.5 million and made repayments on our borrowings of $563.4 million. The borrowings and repayments during the first nine months of 2024 include the $275.0 million term loan proceeds received in the first quarter of 2024, which were used to repay borrowings under the revolver. The net borrowings of $119.1 million were primarily used to fund our operations including our annual performance bonus payments in the first quarter of 2024. Additionally, during the first nine months of 2024, we paid $104.6 million for the settlement of share repurchases and we reacquired $21.5 million of common stock as a result of tax withholdings upon vesting of share-based compensation. We also made payments of $1.4 million for debt issuance costs. These uses of cash for financing activities were partially offset by $1.6 million of cash received from stock option exercises in the first nine months of 2024. #### Share Repurchase Program In November 2020, our board of directors authorized a share repurchase program permitting us to repurchase up to $50 million of our common stock through December 31, 2021. The share repurchase program has been subsequently extended and increased, most recently in the first quarter of 2025. The current authorization extends the share repurchase program through December 31, 2026 with a repurchase amount of $700 million, of which $112.6 million remains available as of September 30, 2025. The amount and timing of repurchases under the share repurchase program were and will continue to be determined by management and depend on a variety of factors, including the trading price of our common stock, capacity under our credit facility, general market and business conditions, and applicable legal requirements. ### Financing Arrangements At September 30, 2025, we had $611.0 million outstanding under the Amended Credit Agreement, as discussed below. The company has a $700 million senior secured revolving credit facility (the “Revolver”) and a $400 million senior secured term loan facility (the “Term Loan”), subject to the terms of the Amended Credit Agreement, both of which mature on July 30, 2030. The Term Loan is subject to scheduled quarterly amortization payments of $5.0 million which began September 30, 2025 and continue through the maturity date of July 30, 2030, at which time the outstanding principal balance and all accrued interest will be due. The Amended Credit Agreement amended and restated the Existing Credit Agreement in its entirety. Fees and interest on borrowings under the Amended Credit Agreement vary based on our Consolidated Leverage Ratio (as defined in the Amended Credit Agreement). At our option, these borrowings will bear interest at one, three or six month Term SOFR or an alternate base rate, in each case plus the applicable margin. The applicable margin will fluctuate between 1.250% per annum and 1.875% per annum, in the case of Term SOFR borrowings, or between 0.250% per annum and 0.875% per annum, in the case of base rate loans, based upon our Consolidated Leverage Ratio at such time. Amounts borrowed under the Amended Credit Agreement may be prepaid at any time without premium or penalty. We are required to prepay the amounts outstanding under the Amended Credit Agreement in certain circumstances, including upon an Event of Default (as defined in the Amended Credit Agreement). In addition, we have the right to permanently reduce or terminate the unused portion of the commitments provided under the Amended Credit Agreement at any time. The Amended Credit Agreement contains usual and customary representations and warranties; affirmative and negative covenants, which include limitations on liens, investments, additional indebtedness, and restricted payments; and two quarterly financial covenants as follows: (i) a maximum Consolidated Leverage Ratio (defined as the ratio of debt to consolidated EBITDA) of 3.75 to 1.00; however the maximum permitted Consolidated Leverage Ratio will increase to 4.25 to 1.00 upon the occurrence of a Qualified Acquisition (as defined in the Amended Credit Agreement), and (ii) a minimum Consolidated Interest Coverage Ratio (defined as the ratio of consolidated EBITDA to interest) of 3.00 to 1.00. Consolidated EBITDA for purposes of the financial covenants is calculated on a continuing operations basis and includes adjustments to add back non-cash goodwill impairment charges, share-based compensation costs, certain non-cash restructuring charges, pro forma historical EBITDA for businesses acquired, and other specified items in accordance with the Amended Credit Agreement. For purposes of the Consolidated Leverage Ratio, total debt is on a gross basis and is not netted against our cash balances. At September 30, 2025 and December 31, 2024, we were in compliance with these financial covenants. Our Consolidated Leverage Ratio as of September 30, 2025 was 2.30 to 1.00, compared to 1.39 to 1.00 as of December 31, 2024. Our Consolidated Interest Coverage Ratio as of September 30, 2025 was 8.86 to 1.00, compared to 10.50 to 1.00 as of December 31, 2024. The Amended Credit Agreement contains restricted payment provisions, including a potential limit on the amount of dividends we may pay. Pursuant to the terms of the Amended Credit Agreement, if our Consolidated Leverage Ratio is greater than 3.50, the amount of dividends and other Restricted Payments (as defined in the Amended Credit Agreement) we may pay is limited to an amount up to $50 million. Borrowings outstanding under the Amended Credit Agreement at September 30, 2025 totaled $611.0 million, consisting of $216.0 million outstanding under the Revolver and $395.0 million outstanding under the Term Loan. Borrowings outstanding under the Existing Credit Agreement at December 31, 2024 totaled $357.7 million, consisting of $93.0 million outstanding under the senior secured revolving credit facility of the Existing Credit Agreement and $264.7 million outstanding under the senior secured term loan facility of the Existing Credit Agreement. These borrowings carried a weighted average interest rate of 5.6% at September 30, 2025 and 4.7% at December 31, 2024, including the impact of the interest rate swaps described in Note 10 “Derivative Instruments and Hedging Activity” within the notes to the consolidated financial statements. The borrowing capacity under the Revolver is reduced by any outstanding borrowings under the Revolver and outstanding letters of credit. At September 30, 2025, we had outstanding letters of credit totaling $0.4 million, which are used as security deposits for our office facilities. As of September 30, 2025, the unused borrowing capacity under the Revolver was $483.6 million. Refer to Note 8 “Financing Arrangements” within the notes to the consolidated financial statements for additional information on the Amended Credit Agreement. ### Future Financing Needs Our primary financing need is to fund our long-term growth. Our growth strategy is to expand our service offerings, which may require investments in new hires, acquisitions of complementary businesses, possible expansion into other geographic areas, and related capital expenditures. We believe our internally generated liquidity, together with our available cash, and the borrowing capacity available under our senior secured credit facility will be adequate to support our current financing needs and long-term growth strategy. Our ability to secure additional financing in the future, if needed, will depend on several factors, including our future profitability, the quality of our accounts receivable and unbilled services, our relative levels of debt and equity, and the overall condition of the credit markets. ### OFF-BALANCE SHEET ARRANGEMENTS We are not a party to any material off-balance sheet arrangements. ### CRITICAL ACCOUNTING POLICIES AND ESTIMATES Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We regularly review our financial reporting and disclosure practices and accounting policies to ensure that our financial reporting and disclosures provide accurate information relative to the current economic and business environment. The preparation of financial statements in conformity with GAAP requires management to make assessments, estimates, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Critical accounting policies and estimates are those policies and estimates that we believe present the most complex or subjective measurements and have the most potential to impact our financial position and operating results. While all decisions regarding accounting policies and estimates are important, we believe that there are five accounting policies and estimates that could be considered critical: revenue recognition, allowances for doubtful accounts and unbilled services, business combinations, carrying values of goodwill and other intangible assets, and accounting for income taxes. For a detailed discussion of these critical accounting policies, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to our critical accounting policies during the nine months ended September 30, 2025. ### NEW ACCOUNTING PRONOUNCEMENTS See Note 3 “New Accounting Pronouncements” within the notes to the consolidated financial statements for information on new accounting pronouncements. ## Market risk As filed, 6,918 characters. We are exposed to market risks primarily from changes in interest rates and foreign currency exchange rates and changes in the market value of our investments. We use certain derivative instruments to hedge a portion of the interest rate and foreign currency exchange rate risks. ### Interest Rate Risk We have exposure to changes in interest rates associated with borrowings under our senior secured credit facility. At our option, these borrowings bear interest at one, three or six month Term SOFR or an alternate base rate, in each case plus the applicable margin. At September 30, 2025, we had borrowings outstanding under the Amended Credit Agreement totaling $611.0 million that carried a weighted average interest rate of 5.6%, including the impact of the interest rate swaps described below. A hypothetical 100 basis point change in the interest rate would have a $3.6 million effect on our pretax income on an annualized basis, including the effect of the interest rate swaps. At December 31, 2024, we had borrowings outstanding under the Existing Credit Agreement totaling $357.7 million that carried a weighted average interest rate of 4.7% including the impact of the interest rate swaps described below. A hypothetical 100 basis point change in the interest rate would have had a $1.1 million effect on our pretax income on an annualized basis, including the effect of the interest rate swaps. We enter into forward interest rate swap agreements to hedge against the interest rate risks of our variable-rate borrowings. Under the terms of the interest rate swap agreement, we receive from the counterparty interest on the notional amount based on one month Term SOFR and we pay to the counterparty a stated, fixed rate. As of both September 30, 2025 and December 31, 2024, the aggregate notional amount of our forward interest rate swap agreements was $250.0 million. The outstanding interest rate swap agreements as of September 30, 2025 are scheduled to mature on a staggered basis through February 28, 2030. ### Foreign Currency Risk We have exposure to changes in foreign currency exchange rates associated with our operations in India and Canada. We hedge a portion of our cash flow exposure related to our INR-denominated intercompany expenses and our translation risk related to our USD-denominated intercompany receivables in Canada by entering into foreign exchange forward contracts. *Indian Rupee Forward Contracts:* As of September 30, 2025 and December 31, 2024, the aggregate notional amounts of these contracts were Indian Rupee (INR) 1.45 billion, or $16.3 million, and Indian Rupee (INR) 1.40 billion, or $16.3 million, respectively, based on the exchange rates in effect as of each period end. The outstanding foreign exchange forward contracts as of September 30, 2025 are scheduled to mature monthly through August 31, 2026. *Canadian Dollar Forward Contracts:* As of September 30, 2025, the notional amount of our outstanding Canadian Dollar forward contract was $25.0 million which is scheduled to settle on December 31, 2025. We had no outstanding Canadian Dollar forward contracts as of December 31, 2024. We use a sensitivity analysis to determine the effects that market foreign currency exchange rate fluctuations may have on the fair value of our foreign exchange forward contract portfolio. The sensitivity of the portfolio is computed based on the market value of future cash flows as affected by changes in exchange rates. This sensitivity analysis represents the hypothetical changes in value of the derivatives and does not reflect the offsetting gain or loss on the underlying exposure. A hypothetical 100 basis point change in the USD to INR and USD to CAD exchange rates would have an immaterial impact on the fair value of our derivative instruments as of September 30, 2025 and December 31, 2024. ### Market Risk We have a 1.69% convertible debt investment in Shorelight Holdings, LLC, a privately-held company, which we account for as an available-for-sale debt security. As such, the investment is carried at fair value with unrealized holding gains and losses excluded from earnings and reported in other comprehensive income. To the extent any decrease in fair value is the result of a credit impairment - calculated as the difference between the present value of expected cash flows to be generated from the investment and the cost basis, limited to the difference between the fair value and cost basis - such credit impairment charge is recorded to other income (expense), net in our consolidated statement of operations. As of September 30, 2025, the fair value of the investment was $32.8 million with a total cost basis of $40.9 million. The fair value of $32.8 million as of September 30, 2025 includes a non-cash credit-related impairment charge of $11.1 million. At December 31, 2024, the fair value of the investment was $62.3 million, with a total cost basis of $40.9 million.The decrease in fair value in the first nine months of 2025 was driven by a decrease in the projected cash flows of Shorelight, which reflects the current federal regulatory environment in which Shorelight operates. We have an equity investment in a privately-held hospital-at-home company, which we account for as an equity security without a readily determinable fair value using the measurement alternative. As such, the investment is carried at cost minus impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment. As of September 30, 2025 and December 31, 2024, the carrying value of the investment was $2.4 million and $7.4 million, respectively, with a total cost basis of $5.0 million. In the first quarter of 2025, we recognized a non-cash impairment charge of $4.2 million on our investment based on the valuation anticipated from the hospital-at-home company's merger with a third-party. Upon the completion of the merger in the second quarter of 2025, we recognized an additional $0.8 million non-cash impairment charge based on the final valuation utilized in the merger. The non-cash impairment charges were recorded to other income (expense), net in our consolidated statement of operations. Refer to Note 11 “Fair Value of Financial Instruments” within the notes to our consolidated financial statements for additional information on these investments. We do not use derivative instruments for trading or other speculative purposes. From time to time, we invest excess cash in short-term marketable securities. These investments principally consist of overnight sweep accounts. Due to the short maturity of these investments, we have concluded that we do not have material market risk exposure. Refer to Note 10 “Derivative Instruments and Hedging Activity” within the notes to our consolidated financial statements for additional information on our derivative instruments. ## Controls and procedures As filed, 1,273 characters. ### Evaluation of Disclosure Controls and Procedures Our management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2025, our disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports we file or submit under the Exchange Act, and such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure. ### Changes in Internal Control over Financial Reporting There has been no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ## Risk factors As filed, 369 characters. See Part 1, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "2024 Form 10-K"), which was filed with the Securities and Exchange Commission on February 25, 2025, for a complete description of the material risks we face. There have been no material changes to the Company’s risk factors since the 2024 Form 10-K. Filed Oct 28, 2025. Source: SEC EDGAR, the filing index for accession 0001628280-25-046771. Last ingested by Listed: Oct 24, 2026, 15:10 ET. No prices; not investment advice.