v3.26.1
Stockholders' Equity
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
Stockholders' Equity
9. Stockholders' Equity
Preferred Stock
As of March 31, 2026, 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 March 31, 2026, 526,775,729 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 March 31, 2026, 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 March 31, 2026, 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 March 31, 2026, 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 March 31, 2026, 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 March 31, 2026, 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 March 31, 2026.
Class V Common Stock
As of March 31, 2026, 484,358 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
As of March 31, 2026, there were no outstanding shares or units of Class Z Common Stock. Upon the Closing Date of the Business Combination, 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.
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 March 31, 2026, there were 527,260,087 Class A Units outstanding, of which 526,775,729 are held by the Company and 484,358 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.
During the three months ended March 31, 2026, the Company did not repurchase any shares of Class A Common Stock. As of March 31, 2026, the total remaining amount authorized for repurchase was $216 million. 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 AClass B-1Class B-2Class VClass ZTreasury
Balance at December 31, 2025523,941,6254,955,2974,955,297484,358—42,636,987
Conversion of noncontrolling interest——————
Shares granted upon vesting2,624,414—————
Issuance for compensation to non-employees (1)
209,690—————
Share repurchases——————
Share forfeitures——————
Balance at March 31, 2026526,775,7294,955,2974,955,297484,358—42,636,987
Class AClass B-1 Class B-2 Class V Class Z Treasury
Balance at December 31, 2024531,703,8624,978,8074,978,807510,237—28,755,570
Conversion of noncontrolling interest122——(122)——
Shares granted upon vesting3,348,634—————
Issuance for compensation to non-employees (1)
63,468—————
Share repurchases(3,245,932)————3,245,932
Share forfeitures—(23,510)(23,510)———
Balance at March 31, 2025531,870,1544,955,2974,955,297510,115—32,001,502
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(1)Issued to certain members of the Board of Directors in lieu of cash retainer.
Dividends
On February 19, 2026, the Company announced it replaced its cash dividend on its Class A common stock, par value $0.0001 per share, with other capital allocation activities, including deleveraging the balance sheet and continuing our share repurchase program, subject to market and other conditions.
Accumulated Other Comprehensive Income
As of March 31, 2026, 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 December 31, 2025$4 $16 $20 
Other comprehensive income (loss) before reclassifications(2)2 — 
Tax (expense) benefit— — — 
Other comprehensive income (loss) before reclassifications, net of tax(2)2 — 
Amounts reclassified from accumulated other comprehensive income— (1)(1)
Tax expense— — — 
Amounts reclassified from accumulated other comprehensive income, net of tax— (1)(1)
Net current period other comprehensive income (loss), net of tax(2)1 (1)
Balance at March 31, 2026$2 $17 $19 
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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
Interest
Rate
Swaps (1)
Total
Balance at December 31, 2024$4 $43 $47 
Other comprehensive income (loss) before reclassifications— (3)(3)
Tax (expense) benefit— 2 2 
Other comprehensive income (loss) before reclassifications, net of tax— (1)(1)
Amounts reclassified from accumulated other comprehensive income— (7)(7)
Tax expense— — — 
Amounts reclassified from accumulated other comprehensive income, net of tax— (7)(7)
Net current period other comprehensive income (loss), net of tax— (8)(8)
Balance at March 31, 2025$4 $35 $39 
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(1) Reclassifications from this category are recorded in Interest expense. See Note 13, “Derivative Financial Instruments” for additional information