v3.26.1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
19. Commitments and Contingencies
Legal Matters
The Company is subject to various claims, tax assessments, lawsuits, and proceedings that arise in the ordinary course of business relating to the delivery of our services and the effectiveness of our technologies. The damages claimed in these matters are or may be substantial. Accruals for any exposures, and related insurance or other receivables, when applicable, are included on the Condensed Consolidated Balance Sheets and have been recognized in Selling, general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss) to the extent that losses are deemed probable and are reasonably estimable. These amounts are adjusted from time to time as developments warrant. Management believes that the reserves established are appropriate based on the facts currently known. The reserves recorded on the Condensed Consolidated Balance Sheets at March 31, 2026 and December 31, 2025 were not significant.
Putative Private Securities Class Action
On March 16, 2026, a putative private securities class action lawsuit was filed in the U.S. District Court for the Northern District of Illinois against the Company, its former Chief Executive Officer and Vice Chair of the Board of Directors, David D. Guilmette, and its former Chief Financial Officer, Jeremy J. Heaton, on behalf of certain purchasers of securities of the Company (the “Securities Class Action”). Claims in the Securities Class Action include (i) alleged violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder against all Defendants, and (ii) alleged violations of Section 20(a) of the Exchange Act against the Company and/or David D. Guilmette and Jeremy J. Heaton. Plaintiffs in the Securities Class Action allege purported misstatements and omissions concerning the Company’s growth potential, ability to execute on business plans, financial stability, and the sustainability of its recently initiated dividend program. The Company intends to defend against the lawsuit vigorously. The lawsuit is in the early stages, and at this time the Company cannot reasonably estimate the likelihood or amount of any potential loss.
On April 20, 2026, a derivative complaint was filed in the U.S. District Court for the Northern District of Illinois against nominal Defendant Alight Inc.; its former Chief Executive Officer, David D. Guilmette; its former Chief Financial Officer, Jeremy J. Heaton; and eleven current and former members of the Alight Board. Along with alleged violations of Section 10(b) and Rule 10b-5 premised on similar allegations to those in the Securities Class Action, Plaintiff seeks to recover for alleged breach of fiduciary duty, gross mismanagement, waste of corporate assets, and unjust enrichment. The Company intends to defend against the lawsuit vigorously. The lawsuit is in the early stages, and at this time the Company cannot reasonably estimate the likelihood or amount of any potential loss.
Guarantees and Indemnifications
The Company provides a variety of service performance guarantees and indemnifications to its clients. The maximum potential amount of future payments represents the notional amounts that could become payable under the guarantees and indemnifications if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or other methods. These notional amounts may bear no relationship to the future payments that may be made, if any, for these guarantees and indemnifications. To date, the Company has not been required to make any payment under any client arrangement as described above. The Company has assessed the current status of performance risk related to the client arrangements with performance guarantees and believes that any potential payments would be immaterial to the Condensed Consolidated Financial Statements.
Purchase Obligations
In March 2024, the Company entered into an agreement with a third-party provider in the ordinary course of business for the use of certain cloud services. Under this agreement, the Company is committed to purchase services totaling $250 million over a 5-year term. The Company’s total expected cash outflow for non-cancellable purchase obligations related to purchases of information technology assets and services is $77 million, $80 million, $62 million, and $17 million for the remainder of 2026 and the years ended 2027, 2028, and 2029, respectively and none thereafter, totaling $236 million.
Service Obligations
On September 1, 2018, the Company executed an agreement to form a strategic partnership with Wipro, a leading global information technology, consulting and business process services company. Effective April 1, 2025, the Company executed Amendment No. 2 which adjusted the mix of services provided by Wipro. Effective January 25, 2026, the Company executed Amendment No. 5 to extend the agreement through August 31, 2029. The Company may terminate certain elements of its arrangement with Wipro for cause or for the Company’s convenience with no penalty prior to August 31, 2029. If an unconsumed portion of the obligation remains after August 31, 2029, then the Company shall satisfy the obligation by paying Wipro the remaining unconsumed portion by September 30, 2029. Following the amendments, the Company’s expected remaining cash outflow for non-cancellable service obligations related to our strategic partnership with Wipro is $85 million, $70 million, $39 million, and $15 million for the remainder of 2026 and the years ended 2027, 2028, and 2029, respectively, and none thereafter, totaling $209 million.