Stockholders' Equity

6 Months Ended

Jun. 30, 2025

Equity [Abstract]

Stockholders' Equity

9. Stockholders' Equity

Preferred Stock

As of June 30, 2025, 1,000,000 preferred shares, par value $0.0001 per share, were authorized and no preferred shares were issued and outstanding.

Class A Common Stock

As of June 30, 2025, 528,773,552 shares of Class A Common Stock were outstanding. On July 2, 2024, all remaining shares of the previously unvested Class A Common Stock became fully vested. Holders of shares of Class A Common Stock are entitled to one vote per share, and together with the holders of shares of Class B Common Stock, will participate ratably in any dividends declared by the Company’s Board of Directors.

Class B Common Stock

Upon the Closing Date of the Business Combination, certain equity holders of Alight Holdings received earnouts (the "Seller Earnouts") that resulted in the issuance of a total of 14,999,998 Class B instruments to the equity holders of the Predecessor. The equity holders of the Predecessor that exchanged their Predecessor Class A units for shares of Class A Common Stock in the Business Combination received shares of Class B Common Stock, and the equity holders of the Predecessor that continue to hold Class A units of Alight Holdings (“Continuing Unit holders”) received Class B common units of Alight Holdings.

The Class B Common Stock and Class B common units are not entitled to a vote and accrue dividends equal to amounts declared per corresponding share of Class A Common Stock and Class A unit; however, such dividends are paid if and when such share of Class B Common Stock or Class B unit converts into a share of Class A Common Stock or Class A unit. If any of the shares of Class B Common Stock or Class B common units do not vest on or before the seventh anniversary of the Closing Date, such shares or units will be automatically forfeited and cancelled for no consideration and will not be entitled to receive any cumulative dividend payments.

These Class B instruments are liability classified. Refer to Note 14 “Financial Instruments” for additional information. As further described below, there are two series of Class B instruments outstanding.

Class B-1

As of June 30, 2025, 4,955,297 shares of Class B-1 Common Stock were legally issued and outstanding. Shares of Class B-1 Common Stock vest and automatically convert into shares of Class A Common Stock on a 1-for-1 basis if the volume weighted average price (“VWAP”) of the shares of Class A Common Stock equals or exceeds $12.50 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $12.50 per share valuation on a diluted basis).

To the extent any unvested share of Class B-1 Common Stock automatically converts into a share of Class A Common Stock, (i) such share or unit shall remain unvested in accordance with the terms and conditions of the applicable award agreement until it vests or is forfeited in accordance with the terms thereof and (ii) such share or unit shall be treated as unvested Class A consideration as if such share or unit was part of the unvested Class A consideration as of the Closing Date.

As of June 30, 2025, 2,544,702 Class B-1 common units of Alight Holdings were legally issued and outstanding. Class B-1 common units vest and automatically convert into Class A common units of Alight Holdings on a 1-for-1 basis if the VWAP of the shares of Class A Common Stock equals or exceeds $12.50 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $12.50 per share valuation on a diluted basis).

Class B-2

As of June 30, 2025, 4,955,297 shares of Class B-2 Common Stock were legally issued and outstanding. Shares of Class B-2 Common Stock vest and automatically convert into shares of Class A Common Stock on a 1-for-1 basis if the VWAP of the shares of Class A Common Stock equals or exceeds $15.00 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $15.00 per share valuation on a diluted basis).

To the extent any unvested share of Class B-2 Common Stock automatically converts into a share of Class A Common Stock, (i) such share or unit shall remain unvested in accordance with the terms and conditions of the applicable award agreement until it vests or is forfeited in accordance with the terms thereof and (ii) such share or unit shall be treated as unvested Class A consideration as if such share or unit was part of the unvested Class A consideration as of the Closing Date.

As of June 30, 2025, 2,544,702 Class B-2 common units of Alight Holdings were legally issued and outstanding. Class B-2 common units vest and automatically convert into Class A common units of Alight Holdings on a 1-for-1 basis if the VWAP of the shares of Class A Common Stock equals or exceeds $15.00 per share for 20 or more trading days within a consecutive 30-trading day period (or in the event of a change of control or liquidation event that implies a $15.00 per share valuation on a diluted basis).

Class B-3

As of June 30, 2025, 10,000,000 shares of Class B-3 Common Stock, par value $0.0001, were authorized. There were no shares of Class B-3 Common Stock issued and outstanding as of June 30, 2025.

Class V Common Stock

As of June 30, 2025, 510,115 shares of Class V Common Stock were legally issued and outstanding. Holders of Class V Common Stock are entitled to one vote per share and have no economic rights. The Class V Common Stock is held on a 1-for-1 basis with Class A Units in Alight Holdings held by Continuing Unit holders. The Class A Units, together with an equal number of shares of Class V Common Stock, can be exchanged for an equal number of shares of Class A Common Stock.

Class Z Common Stock

Upon the Closing Date of the Business Combination, a total of 8,671,507 Class Z instruments were issued to the equity holders of the Predecessor. The equity holders of the Predecessor that exchanged their Predecessor Class A units for shares of Class A Common Stock in the Business Combination received shares of Class Z Common Stock, and the Continuing Unit holders received Class Z common units of Alight Holdings. The Class Z instruments were issued to the equity holders of the Predecessor to allow for the re-allocation of the consideration paid to the holders of unvested management equity (i.e., the unvested shares of Class A, Class B-1, and Class B-2 Common Stock) to the equity holders of the Predecessor in the event such equity is forfeited under the terms of the applicable award agreement and vested in connection with any such forfeiture.

As of June 30, 2025, there were no outstanding shares of Class Z Common Stock, as all remaining shares of Class Z Common Stock were either forfeited or became fully vested on July 2, 2024 in accordance with their terms. The vested shares of Class Z Common Stock were converted into shares of either Class A, Class B-1 and B-2 Common Stock in connection with the ultimate forfeiture of the shares of unvested Class A, Class B-1 and B-2 common stock issued to participating management holders, as applicable.

Similarly, as of June 30, 2025, there were no outstanding Class Z common units as all remaining Class Z common units were either forfeited or became fully vested on July 2, 2024 in accordance with their terms. The vested Class Z units were converted into either Alight Holdings Class A, Class B-1 and B-2 common units in connection with the ultimate forfeiture of the shares of unvested Class A, Class B-1, and Class B-2 common stock issued to participating management holders, as applicable.

Class A Units

Holders of Alight Holdings Class A units can exchange all or any portion of their Class A units, together with the cancellation of an equal number of shares of Class V Common Stock, for a number of shares of Class A Common Stock equal to the number of exchanged Class A units. Alight has the option to cash settle any future exchange.

The Continuing Unit holders’ ownership of Class A units represents the noncontrolling interest of the Company, which is accounted for as permanent equity on the Condensed Consolidated Balance Sheets. As of June 30, 2025, there were 529,283,667 Class A Units outstanding, of which 528,773,552 are held by the Company and 510,115 are held by the noncontrolling interest of the Company.

The Alight Holdings limited liability company agreement contains provisions that require a one-to-one ratio is maintained between each class of Alight Holdings units held by Alight and its subsidiaries (including the Alight Group, Inc., but excluding subsidiaries of Alight Holdings) and the number of outstanding shares of the corresponding class of Alight common stock, subject to certain exceptions (including in respect of management equity in the form of options, rights or other securities which have not been converted into or exercised for Alight common stock). In addition, the Alight Holdings limited liability company agreement permits Alight, in its capacity as the managing member of Alight Holdings, to take actions to maintain such ratio, including undertaking stock splits, combinations, recapitalization and exercises of the exchange rights of holders of Alight Holdings units.

Share Repurchase Program

On August 1, 2022, the Company's Board of Directors authorized a share repurchase program (the "Program"), under which the Company may repurchase issued and outstanding shares of Class A Common Stock from time to time, depending on market conditions and alternate uses of capital. The Program has no expiration date and may be suspended or discontinued at any time. The Program does not obligate the Company to purchase any particular number of shares and there is no guarantee as to any number of shares being repurchased by the Company. On February 13, 2025, the Company’s Board of Directors authorized the repurchase of up to an additional $200 million of the Company’s Class A common stock, providing a total amount authorized for repurchase of $281 million after giving effect to the increase. As of June 30, 2025, the total remaining amount authorized for repurchase was $241 million.

During the three and six months ended June 30, 2025, there were 4,055,349 and 7,301,281, respectively, Class A Common Stock shares repurchased under the Program. Repurchased shares are reflected as Treasury Stock on the Condensed Consolidated Balance Sheets as a component of equity.

The following table reflects the changes in our outstanding stock:

	Class A	Class B-1	Class B-2	Class V	Class Z	Treasury
Balance at March 31, 2025	531,870,154	4,955,297	4,955,297	510,115	—	32,001,502
Conversion of noncontrolling interest	—	—	—	—	—	—
Shares granted upon vesting	936,113	—	—	—	—	—
Issuance for compensation to non-employees (1)	22,634	—	—	—	—	—
Share repurchases	(4,055,349)	—	—	—	—	4,055,349
Share forfeitures	—	—	—	—	—	—
Balance at June 30, 2025	528,773,552	4,955,297	4,955,297	510,115	—	36,056,851
	Class A (2)	Class B-1	Class B-2	Class V	Class Z	Treasury
Balance at March 31, 2024	549,249,504	4,933,087	4,933,087	1,189,156	578,099	6,427,853
Conversion of noncontrolling interest	634,588	—	—	(634,588)	—	—
Shares granted upon vesting	954,218	—	—	—	—	—
Issuance for compensation to non-employees (1)	100,678	—	—	—	—	—
Share repurchases	(10,134,600)	—	—	—	—	10,134,600
Share forfeitures	—	(18,148)	(18,148)	—	—	—
Balance at June 30, 2024	540,804,388	4,914,939	4,914,939	554,568	578,099	16,562,453
	Class A	Class B-1	Class B-2	Class V	Class Z	Treasury
Balance at December 31, 2024	531,703,862	4,978,807	4,978,807	510,237	—	28,755,570
Conversion of noncontrolling interest	122	—	—	(122)	—	—
Shares granted upon vesting	4,284,747	—	—	—	—	—
Issuance for compensation to non-employees (1)	86,102	—	—	—	—	—
Share repurchases	(7,301,281)	—	—	—	—	7,301,281
Share forfeitures	—	(23,510)	(23,510)	—	—	—
Balance at June 30, 2025	528,773,552	4,955,297	4,955,297	510,115	—	36,056,851
	Class A (2)	Class B-1	Class B-2	Class V	Class Z	Treasury
Balance at December 31, 2023	507,567,678	4,951,235	4,951,235	28,962,218	3,420,215	6,427,853
Conversion of noncontrolling interest	28,407,650	—	—	(28,407,650)	—	—
Shares granted upon vesting	14,845,180	—	—	—	(2,842,116)	—
Issuance for compensation to non-employees (1)	118,480	—	—	—	—	—
Share repurchases	(10,134,600)	—	—	—	—	10,134,600
Share forfeitures	—	(36,296)	(36,296)	—	—	—
Balance at June 30, 2024	540,804,388	4,914,939	4,914,939	554,568	578,099	16,562,453

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(1)Issued to certain members of the Board of Directors in lieu of cash retainer.

(2)    Does not include 640,960 of unvested Class A common shares as of June 30, 2024.

Cash Dividends

In 2024, our Board of Directors approved a quarterly dividend program. Any decision to declare and pay dividends in the future will be made at the sole discretion of our Board of Directors, whose decision will depend on, among

other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our Board of Directors may deem relevant.

The following table provides information with respect to quarterly dividends on common stock during the three and six months ended June 30, 2025.

Declaration Date	Dividends Per Share	Total Payment (in millions)	Record Date	Payable Date
February 13, 2025	$0.04	$21	March 3, 2025	March 17, 2025
April 30, 2025	$0.04	$22	June 2, 2025	June 16, 2025

On July 23, 2025, the Company announced that its Board of Directors approved the payment of a quarterly dividend in the amount of $0.04 per share of Class A Common Stock on September 15, 2025, to shareholders of record as of the close of business on September 2, 2025.

Accumulated Other Comprehensive Income

As of June 30, 2025, the Accumulated other comprehensive income ("AOCI") balance included unrealized gains and losses for interest rate swaps and foreign currency translation adjustments related to our foreign subsidiaries that do not have the U.S. dollar as their functional currency. The tax effect on the Company's pre-tax AOCI items is recorded in the AOCI balance. This tax is comprised of two items: (1) the tax effects related to the unrealized pre-tax items recorded in AOCI and (2) the tax effect related to certain valuation allowances that have also been recorded in AOCI. When unrealized items in AOCI are recognized, the associated tax effects on these items will also be recognized in the tax provision.

Changes in accumulated other comprehensive income, net of noncontrolling interests, are as follows (in millions):

	Foreign Currency Translation Adjustments		Interest Rate Swaps (1)		Total
Balance at March 31, 2025	$	4	$	35	$	39
Other comprehensive income (loss) before reclassifications	—		1		1
Tax (expense) benefit	—		2		2
Other comprehensive income (loss) before reclassifications, net of tax	—		3		3
Amounts reclassified from accumulated other comprehensive income	—		(8)		(8)
Tax expense	—		—		—
Amounts reclassified from accumulated other comprehensive income, net of tax	—		(8)		(8)
Net current period other comprehensive income (loss), net of tax	—		(5)		(5)
Balance at June 30, 2025	$	4	$	30	$	34
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(1) Reclassifications from this category are recorded in Interest expense. See Note 13 “Derivative Financial Instruments” for additional information
	Foreign Currency Translation Adjustments (1)		Interest Rate Swaps (2)		Total
Balance at March 31, 2024	$	(6)	$	81	$	75
Other comprehensive income (loss) before reclassifications	(3)		8		5
Tax (expense) benefit	1		3		4
Other comprehensive income (loss) before reclassifications, net of tax	(2)		11		9
Amounts reclassified from accumulated other comprehensive income	—		(19)		(19)
Tax expense	—		—		—
Amounts reclassified from accumulated other comprehensive income, net of tax	—		(19)		(19)
Net current period other comprehensive income (loss), net of tax	$	(2)	$	(8)	$	(10)
Balance at June 30, 2024	$	(8)	$	73	$	65
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(1) Foreign currency translation adjustments include $1 million loss related to intercompany loans that have been designated long-term investment nature.
(2) Reclassifications from this category are recorded in Interest expense. See Note 13 “Derivative Financial Instruments” for additional information
	Foreign Currency Translation Adjustments		Interest Rate Swaps (1)		Total
Balance at December 31, 2024	$	4	$	43	$	47
Other comprehensive income (loss) before reclassifications	—		(2)		(2)
Tax (expense) benefit	—		4		4
Other comprehensive income (loss) before reclassifications, net of tax	—		2		2
Amounts reclassified from accumulated other comprehensive income	—		(15)		(15)
Tax expense	—		—		—
Amounts reclassified from accumulated other comprehensive income, net of tax	—		(15)		(15)
Net current period other comprehensive income (loss), net of tax	—		(13)		(13)
Balance at June 30, 2025	$	4	$	30	$	34
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(1) Reclassifications from this category are recorded in Interest expense. See Note 13 “Derivative Financial Instruments” for additional     information
	Foreign Currency Translation Adjustments (1)		Interest Rate Swaps (2)		Total
Balance at December 31, 2023	$	(3)	$	74	$	71
Other comprehensive income (loss) before reclassifications	(7)		38		31
Tax (expense) benefit	2		2		4
Other comprehensive income (loss) before reclassifications, net of tax	(5)		40		35
Amounts reclassified from accumulated other comprehensive income	—		(41)		(41)
Tax expense	—		—		—
Amounts reclassified from accumulated other comprehensive income, net of tax	—		(41)		(41)
Net current period other comprehensive income (loss), net of tax	(5)		(1)		(6)
Balance at June 30, 2024	$	(8)	$	73	$	65
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(1) Foreign currency translation adjustments include $1 million loss related to intercompany loans that have been designated long-term investment nature.
(2) Reclassifications from this category are recorded in Interest expense. See Note 13 “Derivative Financial Instruments” for additional information