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What changed in Huron Consulting Group Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Huron Consulting Group Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+324 added−324 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-25)

Top changes in Huron Consulting Group Inc.'s 2025 10-K

324 paragraphs added · 324 removed · 271 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOur 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 acquisition of Grenzebach Glier and Associates in March of 2024. • 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.
Biggest changeOur education and research-focused product offerings include our Huron Research Suite, the leading software suite designed to facilitate and improve research administration service delivery and compliance. • 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.
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.
The Commercial segment includes all industries outside of healthcare and education, including, but not limited to, financial services, industrials and manufacturing, energy and utilities, 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.
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.
We have a deep focus on serving organizations in the financial services, industrials and manufacturing, and energy and utilities industries and the public sector while opportunistically serving commercial industries more broadly, including professional and business services, life sciences, consumer products, and retail.
OUR CLIENTS AND INDUSTRIES We provide services to both financially sound organizations and organizations in transition across industries, including healthcare, education, financial services, energy and utilities, industrials and manufacturing, public sector and other commercial industries.
OUR CLIENTS AND INDUSTRIES We provide services to both financially sound organizations and organizations in transition across industries, including healthcare, education, financial services, industrials and manufacturing, energy and utilities, public sector and other commercial industries.
In addition to the responsibilities listed above, our managing directors' primary focus is on propelling our business growth by selling our portfolio of offerings to generate revenue streams from both new and existing clients. • Senior directors, directors, senior managers and managers are primarily focused on managing day-to-day client relationships and our engagement teams while overseeing the delivery and quality of our work as well as developing our people and nurturing our collaborative culture. • Associates and analysts focus on meeting client commitments by gathering and organizing data, conducting detailed analyses, crafting materials that synthesize information to support our recommendations, and implement financial, operational, and technology and analytic solutions to execute on the recommendations we provide to clients. • Our functional professionals, who are led by our executives and corporate vice presidents, comprise Huron’s enterprise functional teams, including corporate development, facilities, finance and accounting, human resources, information technology, legal, marketing and operations.
In addition to the responsibilities listed above, our managing directors' primary focus is on propelling our business growth by selling our portfolio of offerings to generate revenue streams from both new and existing clients. • Senior directors, directors, senior managers and managers are primarily focused on managing day-to-day client relationships and our engagement teams while overseeing the delivery and quality of our work as well as developing our people and nurturing our collaborative culture. • Associates and analysts focus on meeting client commitments by gathering and organizing data, conducting detailed analyses, crafting materials that synthesize information to support our recommendations, and implementing financial, operational, and technology and analytic solutions that execute on the recommendations we provide to clients. • Our functional professionals, who are led by our executives and corporate vice presidents, comprise Huron’s enterprise functional teams, including corporate development, facilities, finance and accounting, human resources, information technology, legal, marketing and operations.
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.
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- and AI-driven solutions powered by our Digital capability to support long-term relationships with our clients and drive lasting impact.
Currently, we generate new business opportunities through the combination of relationships our managing directors and principals have with individuals working at our prospective clients and with our technology partners and marketing activities. We also view market-based collaboration between our employees as a key component in building our business.
Currently, we generate new business opportunities through the combination of relationships our managing directors and principals have with individuals working at our current and prospective clients and with our technology partners and marketing activities. We also view market-based collaboration between our employees as a key component in building our business.
We actively seek to identify new business opportunities and frequently receive referrals and repeat business from past and current clients. In addition, to complement the business development efforts of our managing directors, we have dedicated business development professionals who are focused exclusively on developing client relationships and generating new business.
We actively seek to identify new business opportunities and frequently receive referrals and repeat business from past and current clients. In addition, to complement the business development efforts of our managing directors and principals, we have dedicated business development professionals who are focused exclusively on developing client relationships and generating new business.
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.
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 2025 Best in KLAS® report; and Huron Intelligence™ Analytic Suite in Healthcare, a predictive analytics suite to improve care delivery while lowering costs.
Diverse Culture and Community: Cultivating an environment in which everyone works together, feels included, and has the opportunity to thrive has been a hallmark since our founding. In 2024, we continued to expand our engagement, development and community building efforts to further strengthen the experience of our global, dynamic employee base.
Diverse Culture and Community: Cultivating an environment in which everyone works together, feels included, and has the opportunity to thrive has been a hallmark since our founding. In 2025, we continued to expand our engagement, development and community building efforts to further strengthen the experience of our global and dynamic employee base.
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.
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; a Microsoft Solutions Partner; an Amazon Web Services consulting partner; an Informatica Platinum Partner; and an SAP Concur implementation partner.
Often, the client relationship of an employee in one area 5 Table of Contents of our business leads to opportunities in another area, enhancing the opportunity to increase wallet share at a specific client. All of our managing directors and principals understand their roles in ongoing relationship and business development, which is reinforced through our compensation and incentive programs.
Often, the client relationship of an employee in one area of our business leads to opportunities in another area, enhancing the opportunity to increase wallet share at a specific client. All of our managing directors and principals understand their roles in ongoing relationship and business development, which is reinforced through our compensation and incentive programs.
We are headquartered in Chicago, Illinois, with additional locations in the United States and abroad in Canada, India, Singapore and Switzerland. 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.
We are headquartered in Chicago, Illinois, with additional locations in the United States and abroad in Canada, France, India, Poland, Singapore, Switzerland and the United Kingdom. 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.
The content of any referenced website is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.
The content of any referenced website is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only. 6 Table of Contents
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 focus. • Rapidly 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’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 focus. • Rapidly Growing Global Digital Capability: As data, technology and artificial intelligence (“AI”) evolve across industries, Huron’s ability to provide a broad portfolio of digital offerings that support the strategic and operational needs of its clients globally is at the foundation of the Company’s strategy.
Huron will continue to advance its integrated digital platform to support its strong growth trajectory. • Solid Foundation for Margin Expansion: The Company is well-positioned to further achieve margin expansion as well as strong annual adjusted diluted earnings per share growth.
Huron will continue to advance its integrated digital platform to support its strong growth trajectory. • Solid Foundation for Margin Expansion: The Company continues to be well-positioned to further achieve margin expansion as well as strong annual adjusted diluted earnings per share growth.
We are committed to operating income margin expansion by growing the areas of the business that provide the most attractive returns, improving the operational efficiency of our delivery for clients, utilizing our global delivery platform in India, and scaling our selling, general, and administrative expenses as we grow. 1 Table of Contents • 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.
We are committed to operating income margin expansion by growing the areas of the business that provide the most attractive returns, improving our pricing realization and the operational 1 Table of Contents efficiency of our delivery for clients, utilizing our global delivery platform across regions, 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.
Capabilities Within each of our operating segments, we provide our offerings under two principal capabilities: i) Consulting and Managed Services and ii) Digital. 2 Table of Contents • 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.
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 unwavering focus extends across every aspect of the employee journey, from the recruitment phase to post-employment or retirement. We strive to craft a personalized experience for our employees, empowering them to have a meaningful impact on our clients, communities, and each other. In 2024, Huron received widespread recognition as an employer of choice.
Our unwavering focus extends across every aspect of the employee journey, from the recruitment phase to post- 3 Table of Contents employment or retirement. We strive to craft a personalized experience for our employees, empowering them to have a meaningful impact on our clients, communities, and each other. In 2025, Huron received widespread recognition as an employer of choice.
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.
Our Commercial professionals work primarily with seven primary buyers: the chief executive officer, the chief financial officer, the chief strategy officer, the chief human resources officer, the chief operating officer, the chief risk officer, and organizational advisors, including lenders and law firms.
Our clients span hospitals, health systems and academic medical centers; colleges, universities and research institutes; banks, asset managers, insurance companies and private equity firms; oil and gas and utilities companies; manufacturing organizations; not-for-profit organizations; and the public sector. In 2024, we served over 2,100 clients and our 10 largest clients accounted for approximately 17% of our consolidated revenues.
Our clients span hospitals, health systems and academic medical centers; colleges, universities and research institutes; banks, asset managers, insurance companies and private equity firms; oil and gas and utilities companies; manufacturing organizations; not-for-profit organizations; and the public sector. In 2025, we served over 2,000 clients and our 10 largest clients accounted for approximately 19% of our consolidated revenues.
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 Company is committed to deploying capital in a strategic and balanced way, including returning capital to shareholders and executing strategic, tuck-in acquisitions while prudently managing our leverage ratio. 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.
Operating Industries For the year ended December 31, 2024, we derived 51%, 32% and 17% of our consolidated revenues before reimbursable expenses from our Healthcare, Education and Commercial operating segments, respectively. • 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.
Operating Industries For the year ended December 31, 2025, we derived 50%, 30% and 20% of our consolidated revenues before reimbursable expenses from our Healthcare, Education and Commercial operating segments, respectively. • 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.
In addition, we regularly review voluntary turnover across a number of key variables including business unit, individual performance, and geography in order to assess the effectiveness of our employee value proposition inclusive of employee development and total rewards programs. Additional information on our people and programs follows.
Our leading measure is our yearly employee engagement score. In addition, we regularly review voluntary turnover across a number of key variables including business unit, individual performance, and geography in order to assess the effectiveness of our employee value proposition inclusive of employee development and total rewards programs. Additional information on our people and programs follows.
BUSINESS DEVELOPMENT AND MARKETING Our business development and marketing activities are aimed at cultivating relationships, generating leads, and building a strong brand reputation with offices of the C-suite and senior level influencers and decision makers of organizations within our core industries.
BUSINESS DEVELOPMENT AND MARKETING Our business development and marketing activities are aimed at cultivating relationships, generating leads, and building a strong brand reputation with offices of the C-suite and senior level influencers and decision makers of current and potential client organizations.
We continue to: • Facilitate an interactive two-day orientation curriculum for newly hired employees to ensure a smooth induction into the organization. • Offer just-in-time, 1:1 coaching and training opportunities that inform and prepare leaders and coaches to excel in moments that matter for our employees. • Strive to develop world class leaders, guided by our values and leadership principles, by delivering programs and opportunities, such as our Senior Director Cohort, Milestone schools and Sponsorship program, which focus on key leadership behaviors. • Provide access to a variety of learning opportunities that are offered through multiple modalities to further develop employees’ skills, including technical knowledge, EQ capabilities, team dynamics, and a proficiency in coaching and developing others. • Encourage employees to enhance their professional capabilities through external learning opportunities that certify and validate industry, functional and technical skills. 4 Table of Contents • Match employees with internal onboarding stewards, performance coaches, mentors, and, in some cases, sponsors to facilitate their growth and expand their network of support.
We continue to: 4 Table of Contents • Facilitate a two-day orientation curriculum that ensures a smooth transition for new employees and fosters engagement through leadership-led welcome sessions; • Offer just-in-time, 1:1 coaching and training opportunities, such as our Coaching at Huron program, that inform and prepare leaders and coaches to excel in moments that matter for our employees; • Strive to develop world class leaders, guided by our values and leadership principles, by delivering programs and opportunities, such as our Senior Director Cohort, Milestone schools and iLead program, which focus on key leadership behaviors; • Provide access to a variety of learning opportunities that are offered through multiple modalities to further develop employees’ skills, including technical knowledge, EQ capabilities, team dynamics, and proficiency in coaching and developing others; • Encourage employees to enhance their professional capabilities through external learning opportunities that certify and validate industry, functional and technical skills; and • Match employees with internal onboarding stewards, performance coaches, mentors, and, in some cases, sponsors to facilitate their growth and expand their network of support.
Our People: As of December 31, 2024, our workforce was comprised of approximately 7,230 full-time professionals. • Our nearly 270 managing directors and principals actively play a pivotal role in serving our clients, acting as strategic business advisors, coaches, and industry experts and collaborating with organizations and their leaders to tackle complex business challenges.
Our People: As of December 31, 2025, our workforce was comprised of approximately 8,610 full-time professionals. • Our 305 managing directors and principals actively play a pivotal role in serving our clients, acting as strategic business advisors, coaches, and industry experts and collaborating with organizations and their leaders to tackle complex business challenges.
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 invested organically and inorganically to expand our Digital offerings, which now span beyond core systems of record, such as ERP systems, into a broader set of administrative systems, including supply chain management, industry-specific systems of record and systems of engagement that act as the “digital front door” to an organization.
For the fourteenth consecutive year, Consulting Magazine named Huron a ‘‘Best Firm to Work For,’’ acknowledging our strong commitment to our people, our values, our clients and the communities we serve.
For the fifteenth consecutive year, Consulting Magazine named Huron a “Best Firm to Work For,” acknowledging our strong commitment to our people, our values, our clients and the communities we serve.
Engagement: We gauge our employee engagement success through various metrics, including: • Employee engagement score, which was 82 in 2024 and surpassed the Glint Employee Engagement global benchmark of 74; • Coach quality score, which was 83 in 2024 and above the Glint Coach Quality global benchmark of 82; and • Volunteer hours in our communities, which was nearly 13,000 hours in 2024 delivered by 42% of our total employee population.
Engagement: We gauge our employee engagement success through various metrics, including: • Employee engagement score, which was 83 in 2025 and surpassed the Microsoft Viva Glint Employee Engagement global benchmark of 75; • Coach quality score, which was 83 in 2025 and above the Microsoft Viva Glint Coach Quality global benchmark of 82; and • Volunteer hours in our communities, which was nearly 16,600 hours in 2025 and delivered by 48% of our total employee population.
We have grown our data, analytics, AI and automation offerings to deliver a unified and actionable technology ecosystem for our clients.
We have grown our data, analytics, AI and automation offerings to deliver a unified and actionable technology ecosystem for our clients. We have expanded our ecosystem to work with more than 25 technology partners.
Our Commercial professionals use their deep industry, functional and technical expertise to deliver our digital services and software products, financial and capital advisory (special situation advisory and corporate finance advisory) consulting services, and strategy and innovation consulting services.
Our Commercial professionals use their deep industry, functional and technical expertise to deliver our digital services and software products, financial and capital advisory (special situation advisory and corporate finance advisory) consulting services, regulatory compliance and risk management consulting and managed 2 Table of Contents services, strategy and innovation consulting services, and financial and operational performance improvement consulting services.
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.
Our Digital experts help clients address a variety of business challenges, including, but not limited to, the design and implementation of technologies to accelerate transformation, facilitate data-driven decision making, operate more efficiently by leveraging AI- and automation-enabled workflows, and improve customer and employee experiences.
Some competitors have a greater geographic footprint, including a broader international presence, and more resources than we do, but we believe our reputation, industry and capability expertise, and ability to deliver high-value, quality service and measurable results to our clients across a balanced portfolio of offerings and to attract and retain employees with broad capabilities and deep industry expertise enable us to compete favorably in the professional services marketplace.
However, we believe our reputation, industry and capability expertise, ability to deliver high-value, quality service and measurable results to our clients across a balanced portfolio of offerings, and ability to attract and retain top talent enable us to compete favorably in the professional services marketplace.
Our SASB index provides further quantitative and qualitative information regarding our data security programs, practices and policies, workforce metrics, and our approach to promoting professional integrity and ethical behavior among our workforce, commensurate with best practices for professional services organizations.
Our SASB index provides further quantitative and qualitative information regarding our data security programs, practices and policies, workforce metrics, and our approach to promoting professional integrity and ethical behavior among our workforce, commensurate with best practices for professional services organizations. 5 Table of Contents For additional information, refer to our annual Corporate Social Responsibility report, which is available on our investor relations website located at ir.huronconsultinggroup.com.
There is also competition on price, although to a lesser extent due to the criticality of the issues that many of our services and products address.
There is also competition on price, although to a lesser extent due to the criticality of the issues addressed and the value generated by our services and products. Some competitors have a greater geographic footprint, including a broader international presence, and more resources than we do.
Additionally, we were recognized by; • Glassdoor as a ‘‘Best Place to Work’’ 3 Table of Contents • TIME Magazine as one of ‘‘America’s Best Mid-Size Companies’’ • Forbes as one of the ‘‘World’s Best Management Consulting Firms’’, one of ‘‘America’s Best Management Consulting Firms’’, and one of ‘‘America's Best Employers for Women’’ • U.S.
Additionally, we were recognized by: • Great Place to Work® in the United States, Canada, India, Singapore, and the U.K.; • Fortune as one of the “Best Workplaces in Consulting & Professional Services™”; • Glassdoor as a “Best Place to Work”; • TIME Magazine as one of “America’s Best Mid-Size Companies”; • Forbes as one of the “World’s Best Management Consulting Firms,” one of “America’s Best Management Consulting Firms,” and one of “America's Best Employers for Women”; • U.S.
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; organizational transformation; revenue cycle managed services and outsourcing; financial and capital advisory consulting; and strategy and innovation consulting. • Education Our Education segment serves public and private colleges and universities, research institutes, not-for-profit organizations and other education-related organizations.
Our healthcare-focused consulting and managed services offerings include financial and operational performance improvement consulting, which spans revenue cycle, business operations and care delivery transformation; organizational transformation; revenue cycle managed services and outsourcing; financial and capital advisory consulting; and strategy and innovation consulting.
News and World Report as one of the ‘‘Best Companies to Work For’’ and one of the ‘‘Best Places to Work for Supporting Family Caregiving’’ • Vault as #4 in Consulting Internships In addition to external recognitions, we monitor human capital-related internal metrics. Our leading measure is our yearly employee engagement score.
News and World Report as a top company to work for in the Midwest and in the Consulting and Human Resources industry; and • Vault as a “Top Ranked Internship” across multiple categories, including “Best Consulting Internships,” “Best Internships for Overall Inclusion,” and “Best Internships for Training and Mentoring.” In addition to external recognitions, we monitor human capital-related internal metrics.
Removed
In December 2024, we expanded our Commercial consulting and digital services offerings through the acquisition of 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.
Added
Our healthcare-focused digital services span technology and analytic-related services, including core systems of record, such as enterprise health record (“EHR”), enterprise resource planning (“ERP”), enterprise performance management (“EPM”), and customer relationship management (“CRM”) systems; data management, AI and automation; technology managed services; and payor core administration systems.
Removed
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 25 technology partners.
Added
We also have a portfolio of software products we deliver to the healthcare industry. In June 2025, we enhanced our consulting offerings through the acquisition of Eclipse Insights LLC (“Eclipse Insights”), a leading provider of revenue cycle solutions. In November 2025, we acquired the consulting services division of AXIOM Systems Consulting Services, Inc.
Removed
Specifically, we: • Launched an enterprise-wide leadership development program for analyst, associate and senior associate levels that consists of open group discussions and a robust curriculum designed to align with the company's core competencies, values, and leadership principles. • Expanded our Dinner and Dialogue series for our C-Suite to engage with, and learn directly from, small groups represented by our employee resource group (iMatter) teams as a way to build deeper connections. • Hosted our first iMatter leaders’ summit to enhance collaboration among teams, provide an opportunity to plan for 2025, and recognize the dedication and achievements of iMatter Team leaders. • Hosted the first integrated, open-access Women in Tech Summit in India marking an exciting expansion of the team's growth in that region, alongside a similar event in North America. • Launched the First Gen Professionals network to provide a space for individuals to explore their identity, connect with others, and share best practices and career development resources.
Added
(“AXIOM”) to strengthen our digital-focused payor offerings. • Education Our Education segment serves public and private colleges and universities, research institutes, not-for-profit organizations and other education-related organizations.
Removed
For additional information, refer to our annual Corporate Social Responsibility report, which is available on our investor relations website located at ir.huronconsultinggroup.com.
Added
Our education and research-focused consulting and managed services offerings include 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 advancement and fundraising consulting services, which were bolstered by the acquisition of Grenzebach Glier and Associates (“GG+A”) in March of 2024 and Advancement Resources and Halpin Parnership Limited (“Halpin”) in March 2025.
Added
Our education and research-focused digital offerings span technology and analytic-related services, including core systems of record, such as student information, ERP, EPM, and CRM systems; data management, AI and automation; and technology managed services.
Added
In the third quarter of 2025, we bolstered our Commercial consulting offerings through the acquisitions of TVG-Treliant Holdings, LLC (“Treliant”), a global financial services consulting and managed services firm, and Wilson Perumal and Company, Inc. (“WP&C”), a leading strategy and operations consulting firm specializing in driving operational efficiency and improved growth and profitability.
Added
Specifically, we: • Hosted our fourth Amanda Bonser Leadership Summit in both North America and the Asia-Pacific region bringing together colleagues across the enterprise to connect and learn from one another; • Extended the Working Families and Pride iMatter teams to the Asia-Pacific region to enhance the communities' reach, impact, and ability to create stronger connections; • Expanded the iMatter Mentorship Program, which is open to all employees, to provide guidance and support for employees through colleague interaction; and • Continued our Dinner and Dialogue series for our C-Suite to engage with, and learn directly from, small groups represented by our employee resource group (iMatter) teams as a way to build deeper connections.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

73 edited+14 added−13 removed131 unchanged
Biggest changeChanges in capital markets, legal or regulatory requirements, and general economic or other factors beyond our control could reduce demand for our services, in which case our revenues and profitability could decline. A number of factors outside of our control affect demand for our services.
Biggest changeIf we are unable to manage the risks associated with such new or expanded services offerings, or if the demand for those services declines in ways that are unanticipated our cash flows and results of operations could be adversely affected. 17 Table of Contents Changes in capital markets, legal or regulatory requirements, and general economic or other factors beyond our control could reduce demand for our services, in which case our revenues and profitability could decline.
If we do not sufficiently invest in new technology, adapt to industry developments, evolve and expand our business at sufficient speed and scale, or make the right strategic investments, or fail to timely deliver on our product roadmap for our portfolio of software products to respond to these developments and successfully drive innovation, our services and products, our results of operations, and our ability to develop and maintain a competitive advantage and execute on our growth strategy could be adversely affected.
If we do not sufficiently invest in new technology and AI, adapt to industry developments, evolve and expand our business at sufficient speed and scale, make the right strategic investments, or fail to timely deliver on our product roadmap for our portfolio of software products to respond to these developments and successfully drive innovation, our services and products, our results of operations, and our ability to develop and maintain a competitive advantage and execute on our growth strategy could be adversely affected.
We rely on information technology systems to process, transmit, and store electronic information and to communicate among our locations around the world and with our clients, partners, and employees. These locations include India, Canada, Switzerland, Singapore, and the United Kingdom, all of which have their own either recently updated or potential new data protection laws.
We rely on information technology systems to process, transmit, and store electronic information and to communicate among our locations around the world and with our clients, partners, and employees. These locations include India, Canada, Switzerland, France, Singapore, and the United Kingdom, all of which have their own either recently updated or potential new data protection laws.
A portion of our services and solutions depend on technology or software provided by third-party vendors. Some of these third-party vendors refer potential clients to us, and others require that we obtain their permission prior to accessing their software while performing services for our clients.
A portion of our services and solutions depend on technology or software provided by third-party vendors. Some of these third-parties refer potential clients to us, and others require that we obtain their permission prior to accessing their software while performing services for our clients.
The healthcare and education industries are areas of significant focus for our business, and factors that adversely affect the financial condition of these industries could consequently affect our business. We derive a significant portion of our revenue from clients in the healthcare and education industries.
The healthcare and education industries are areas of significant focus for our business, and factors that affect the financial condition of these industries could consequently affect our business. We derive a significant portion of our revenue from clients in the healthcare and education industries.
Our failure to accurately anticipate the application of new laws and regulations, or our failure to comply with such laws and regulations, could create liability for us, result in adverse publicity and negatively affect our business.
In addition, our failure to accurately anticipate the application of new laws and regulations, or our failure to comply with such laws and regulations, could create liability for us, result in adverse publicity and negatively affect our business.
The Organization for Economic Co-operation and Development has released guidance establishing a global minimum tax of 15% of reported profits applied on a country-by-country basis for multinational entities (“Pillar Two”). As of December 31, 2024, multiple countries in which we operate have enacted legislation to adopt Pillar Two model rule concepts into their domestic laws.
The Organization for Economic Co-operation and Development has released guidance establishing a global minimum tax of 15% of reported profits applied on a country-by-country basis for multinational entities (“Pillar Two”). As of December 31, 2025, multiple countries in which we operate have enacted legislation to adopt Pillar Two model rule concepts into their domestic laws.
Our financial results depend, in part, on our ability to continue to develop and implement services and solutions that anticipate and respond to rapid and continuing changes in technology to serve the evolving needs of our clients. Examples of areas of significant change include digital and analytic services and products, which are continually evolving.
Our financial results depend, in part, on our ability to continue to develop and implement services and solutions that anticipate and respond to rapid and continuing changes in technology to serve the evolving needs of our clients. Examples of areas of significant change include digital and analytic services and products and AI-based solutions, which are continually evolving.
Other fluctuations in our results of operations may be due to a number of other factors, some of which are not within our control, including: • the timing and volume of client invoices processed and payments received, which may affect the fees payable to us under certain of our engagements; • client decisions regarding renewal or termination of their contracts; • the amount and timing of costs related to the development or acquisition of technologies or businesses; and 14 Table of Contents • unforeseen legal expenses, including litigation and other settlement gains or losses.
Other fluctuations in our results of operations may be due to a number of other factors, some of which are not within our control, including: • the timing and volume of client invoices processed and payments received, which may affect the fees payable to us under certain of our engagements; • client decisions regarding renewal or termination of their contracts; • the amount and timing of costs related to the development or acquisition of technologies or businesses; and • unforeseen legal expenses, including litigation and other settlement gains or losses.
Developing new service offerings involves inherent risks, including: • our inability to estimate demand for the new service offerings; • competition from more established market participants; • exposure to new legal and operational risks; • a lack of market understanding; • unanticipated expenses to recruit and hire qualified consultants and to market our new service offerings; and • unanticipated challenges with service delivery.
Developing new service offerings involves inherent risks, including: • our inability to estimate demand for the new service offerings; • competition from more established market participants; • exposure to new legal and operational risks; • a lack of market understanding; • unanticipated expenses to recruit and hire qualified professionals and to market our new service offerings; and • unanticipated challenges with service delivery.
During 2024, 2023 and 2022, we did not record any impairment charges on our goodwill or other intangible assets. Determining the fair value of a reporting unit requires us to make significant judgments, estimates, and assumptions.
During 2025, 2024 and 2023, we did not record any impairment charges on our goodwill or other intangible assets. Determining the fair value of a reporting unit requires us to make significant judgments, estimates, and assumptions.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Risks Related to Human Capital Resources An inability to retain our senior management team and other managing directors would be detrimental to the success of our business.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Risks Related to Human Capital Resources An inability to retain our senior management team and managing directors and principals would be detrimental to the success of our business.
If, as a result of new technologies, our clients demand new services and products, we may be less competitive in these new areas or we may need to make significant investment in our portfolio of software products to meet that demand.
If, as a result of new technologies or AI functionality, our clients demand new services and products, we may be less competitive in these new areas or we may need to make significant investment in our portfolio of software products to meet that demand.
While we attempt to identify and mitigate our exposure with respect to liability arising out of our consulting engagements, these efforts may be ineffective and an actual or alleged error or omission on our part or the part of our client or other third parties in one or more of our engagements could have an adverse impact on our financial condition and results of operations.
While we attempt to identify and mitigate our exposure with respect to liability arising out of our consulting engagements, these efforts may be ineffective and an actual or alleged error or omission on our part or the part of our client or other third parties in one or more of our engagements could have an adverse impact on our 13 Table of Contents financial condition and results of operations.
If we are unable to compete successfully with our existing competitors or with any new competitors, our financial results will be adversely affected. Risks Related to Information Technology Our business is becoming increasingly dependent on information technology and will require additional investments in order to grow and meet the demands of our clients.
If we are unable to compete successfully with our existing competitors or with any new competitors, our financial results will be adversely affected. 11 Table of Contents Risks Related to Information Technology Our business is becoming increasingly dependent on information technology and will require additional investments in order to grow and meet the demands of our clients.
In particular, we could be required to make unplanned modifications of our products and services (which would require additional time and investment) or we could suffer reductions in demand for 9 Table of Contents our products and services as a result of changes in regulations affecting either industry, such as changes in the way that healthcare organizations are paid for their services (e.g., based on patient outcomes instead of services provided), changes to Medicare or Medicaid reimbursements, changes to cost rates or reimbursement rates applicable to research grants, or a decline in the level of federal or state grant spending in general.
In particular, we could be required to make unplanned modifications of our products and services (which would require additional time and investment) or we could suffer reductions in demand for our products and services as a result of proposed or enacted changes in regulations affecting either industry, such as changes in the way that healthcare organizations are paid for their services (e.g., based on patient outcomes instead of services provided), changes to Medicare or Medicaid reimbursements, changes to cost rates or reimbursement rates applicable to research grants, or a decline in the level of federal or state grant spending in general.
There are many factors that could affect the purchasing practices, operations, and, ultimately, the operating funds of healthcare and education organizations, such as reimbursement policies for healthcare and research-related expenses, student loan policies or regulations, federal and state budgetary considerations, increased taxes, internal stakeholders’ views of engaging third-party consultants, consolidation in either industry, and regulation, litigation, and general economic conditions.
There are many factors that could affect the purchasing practices, operations, and, ultimately, the operating funds of healthcare and education organizations, such as reimbursement policies for healthcare and research-related expenses, student loan policies or regulations, federal and state budgetary considerations, increased taxes, changes in the tax exempt status of healthcare and education organizations, internal stakeholders’ views of engaging third-party consultants, consolidation in either industry, and regulation, litigation, and general economic conditions.
The volume of work performed for any particular client is likely to vary from year to year, and a major client in one fiscal period may not require or may decide not to use our services in any subsequent fiscal period. Moreover, a large portion of our new engagements come from existing clients.
The volume of work performed for any particular client is likely to vary from year to year, 10 Table of Contents and a major client in one fiscal period may not require or may decide not to use our services in any subsequent fiscal period. Moreover, a large portion of our new engagements come from existing clients.
In addition, our clients’ ability to terminate engagements with little or no notice and without penalty makes it difficult to predict our operating results in any particular fiscal period. 10 Table of Contents Conflicts of interest could preclude us from accepting engagements thereby causing decreased utilization and revenues.
In addition, our clients’ ability to terminate engagements with little or no notice and without penalty makes it difficult to predict our operating results in any particular fiscal period. Conflicts of interest could preclude us from accepting engagements thereby causing decreased utilization and revenues.
Further, dependence on AI without adequate safeguards to make certain business decisions may introduce additional operational vulnerabilities by impacting our relationships with customers, partners, and third-party vendors, by producing inaccurate outcomes based on flaws in the underlying data, or other unintended results.
Further, dependence on AI without adequate safeguards to make certain business decisions may introduce additional operational vulnerabilities by impacting our relationships with customers, partners, and third-parties, by producing inaccurate outcomes based on flaws in the underlying data, or other unintended results.
The breadth and complexity of this infrastructure increases the potential risk of security breaches which could lead to potential unauthorized disclosure of confidential information. 12 Table of Contents In providing services to clients, we may manage, utilize, and store sensitive or confidential client or employee data, including personal data and protected health information.
The breadth and complexity of this infrastructure increases the potential risk of security breaches which could lead to potential unauthorized disclosure of confidential information. In providing services to clients, we may manage, utilize, and store sensitive or confidential client or employee data, including personal data and protected health information.
Members of our senior management team and our other managing directors could choose to leave or join one of our competitors and some of our clients could choose to use the services of that competitor instead of our services.
Members of our senior management team and our managing directors and principals could choose to leave or join one of our competitors and some of our clients could choose to use the services of that competitor instead of our services.
We rely heavily on our senior management team, our industry and capability leaders, and other managing directors, and our ability to retain them is particularly important to our future success.
We rely heavily on our senior management team, our industry and capability leaders, and managing directors and principals, and our ability to retain them is particularly important to our future success.
Terrorist attacks, military activity, rioting, or civil or political unrest in the future could influence the Indian economy and our operations by disrupting operations and communications and making travel within India more difficult and less desirable. Further, India has experienced natural disasters such as earthquakes, tsunamis, floods, landslides and drought in the past few years.
Terrorist attacks, military activity, rioting, or civil or political unrest in the future could influence the Indian economy and our operations by disrupting operations and communications and making travel within India more difficult and less desirable. 8 Table of Contents Further, India has experienced natural disasters such as earthquakes, tsunamis, floods, landslides and drought in the past few years.
If one or more members of our senior management team or our other managing directors leave and we 6 Table of Contents cannot replace them with a suitable candidate quickly, or if legal restrictions on non-competition agreements are put into place, we could experience difficulty in securing and successfully completing engagements, managing our business properly and executing on our growth strategy, which could harm our business prospects and results of operations.
If one or more members of our senior management team or our managing directors or principals leave and we cannot replace them with a suitable candidate quickly, or if legal restrictions on non-competition agreements are put into place, we could experience difficulty in securing and successfully completing engagements, managing our business properly and executing on our growth strategy, which could harm our business prospects and results of operations.
In addition, despite the implementation of security measures, our infrastructure and operating systems, including the internet and related systems, may be vulnerable to physical break-ins, hackers, improper employee or contractor access, computer viruses or malware, programming errors, denial-of-service attacks, cyberattacks, or other attacks by third parties seeking to disrupt operations or misappropriate information or similar physical or electronic breaches of security.
In addition, despite the implementation of security measures, our infrastructure and operating systems, including the internet and related systems, may be vulnerable to physical break-ins, phishing, impersonation (including through AI deepfakes), hackers, improper employee or contractor access, computer viruses or malware, programming errors, denial-of-service attacks, cyberattacks, or other attacks by third parties seeking to disrupt operations or misappropriate information or similar physical or electronic breaches of security.
We test goodwill for impairment at the reporting unit level, annually and whenever events or circumstances make it more likely than not that an impairment may have occurred. Intangible assets other than goodwill represent purchased assets that lack physical substance but can be distinguished from goodwill.
We test goodwill for impairment at the reporting unit level, annually and whenever events or circumstances make it more likely than not that an impairment may have occurred. Intangible assets other 16 Table of Contents than goodwill represent purchased assets that lack physical substance but can be distinguished from goodwill.
Such expansion may result in additional risks or increase the acuity of risks that are not present domestically and which could adversely affect our business or our results of operations, including: 7 Table of Contents • compliance with additional U.S. regulations and those of other nations applicable to international operations; • cultural and language differences; • employment laws, including immigration laws affecting the mobility of employees, and rules and related social and cultural factors; • losses related to start-up costs, lack of revenue, higher costs due to low utilization, and delays in purchase decisions by prospective clients; • currency fluctuations between the U.S. dollar and foreign currencies; • potentially adverse tax consequences and limitations on our ability to utilize losses generated in our foreign operations; • different or more stringent regulatory requirements and other barriers to conducting business; • different or less stable political and economic environments; • greater personal security risks for employees traveling to or located in unstable locations; • health emergencies or pandemics; and • civil disturbances or other catastrophic events.
Such expansion may result in additional risks or increase the acuity of risks that are not present domestically and which could adversely affect our business or our results of operations, including: • compliance with additional U.S. regulations and those of other nations applicable to international operations; • cultural and language differences; • employment laws, including immigration laws affecting the mobility of employees, and related social and cultural factors, including geopolitical factors affecting labor mobility; • losses related to start-up costs, lack of revenue, higher costs due to low utilization, and delays in purchase decisions by prospective clients; • currency fluctuations between the U.S. dollar and foreign currencies; • potentially adverse tax consequences and limitations on our ability to utilize losses generated in our foreign operations; • different or more stringent regulatory requirements and other barriers to conducting business; • our ability to develop effective partnerships in foreign geographic areas; • different or less stable political and economic environments; • greater personal security risks for employees traveling to or located in unstable locations; • health emergencies or pandemics; and • civil disturbances or other catastrophic events.
AI technologies are complex and rapidly evolving and the technologies that we use or develop may ultimately be flawed or we may be unable to leverage AI capabilities as quickly as the market and our clients demand. Additionally, leveraging AI capabilities to potentially improve our information platforms, products and services presents further risks and challenges.
AI technologies are complex and rapidly evolving and the technologies that we use or develop may ultimately be flawed or we may be unable to leverage AI capabilities as quickly as the market and our clients demand. Additionally, leveraging AI capabilities to potentially improve our information platforms, products and services presents further risks and 12 Table of Contents challenges.
We have significant operations in India, including approximately 2,650 employees, which could subject the Company to country-specific risks or exacerbate certain other risks. For example, from time to time, India has experienced instances of civil unrest, terrorism and hostilities among neighboring countries.
We have significant operations in India, including approximately 3,500 employees, which could subject the Company to country-specific risks or exacerbate certain other risks. For example, from time to time, India has experienced instances of civil unrest, terrorism and hostilities among neighboring countries.
The adoption and effective dates of these changes vary by country and increase tax complexity and uncertainty and may adversely affect our provision for income taxes. We currently do not expect a material impact to our tax expense and profitability. We will continue to monitor regulatory developments with respect to this initiative for potential impacts. ITEM 1B. UNRESOLVED STAFF COMMENTS.
The adoption and effective dates of these changes vary by country and increase tax complexity and uncertainty and may adversely affect our provision for income taxes. We currently do not expect a material impact to our tax expense and profitability. We will continue to monitor regulatory developments with respect to this initiative for potential impacts.
Such spending delays can negatively impact our results of operations. Technological developments, which may be rapid, also could shift demand to new services and products.
Such spending delays can negatively impact our results of operations. Technological developments and advancements in AI, which may be rapid, also could shift demand to new services and products.
These include: • fluctuations in U.S. and global economies; • the U.S. or global financial markets and the availability, costs, and terms of credit; • changes in laws and regulations or uncertainty in regulatory schemes; • political unrest, war, terrorism, geopolitical uncertainties, trade policies and sanctions, including the ongoing repercussions of the conflicts between Russia and Ukraine and Israel and Hamas; and • other economic factors and general business conditions, including inflation and rising interest rates.
These include: • fluctuations in U.S. and global economies; • the U.S. or global financial markets and the availability, costs, and terms of credit; • changes in laws and regulations or uncertainty in regulatory schemes; • political unrest, war, terrorism, geopolitical uncertainties, trade policies and sanctions, including the ongoing repercussions of the conflicts between Russia and Ukraine and increased tensions in the Middle East; and • other economic factors and general business conditions, including inflation and rising interest rates.
We have grown significantly since we commenced operations and have increased the number of our full-time professionals from 249 in 2002 to approximately 7,230 as of December 31, 2024. Additionally, our considerable growth has placed demands on our management and our internal systems, procedures, and controls and will continue to do so in the future.
We have grown significantly since we commenced operations and have increased the number of our full-time professionals from 249 in 2002 to approximately 8,610 as of December 31, 2025. Additionally, our considerable growth has placed demands on our management and our internal systems, procedures, and controls and will continue to do so in the future.
In addition, effective January 1, 2022, we made, and continue to make, changes to our operating model, including how we are organized as the needs and size of our business change, and despite the operating model yielding positive synergies and impacts to date, if we do not continue to successfully implement the changes, our business and results of operation may be negatively impacted.
In addition, effective 7 Table of Contents January 1, 2022, we made, and continue to make, changes to our operating model, including how we are organized as the needs and size of our business change, and despite the operating model yielding positive synergies and impacts to date, if we do not continue to successfully refine the changes, our business and results of operations may be negatively impacted.
The billing rates of our consultants that we are able to charge are also affected by a number of factors, including: • our clients’ perception of our ability to add value through our services; • the market demand for the services we provide; • an increase in the number of engagements in the government sector, which are subject to federal contracting regulations; • the introduction of new services by us or our competitors; • our competition and the pricing policies of our competitors; and • current economic conditions.
The billing rates of our consultants that we are able to charge are also affected by a number of factors, including: • our clients’ perception of our ability to add value through our services; • the market demand for the services we provide; • pricing pressure resulting from the introduction of new technologies, including advanced AI; • an increase in the number of engagements in the government sector, which are subject to federal contracting regulations; • the introduction of new services by us or our competitors; • our competition and the pricing policies of our competitors; and 14 Table of Contents • current economic conditions.
Our total assets reflect a substantial amount of goodwill and other intangible assets. At December 31, 2024, goodwill and other intangible assets totaled $704.8 million, or 52%, of our total assets. Goodwill results from our business acquisitions, representing the excess of the fair value of consideration transferred over the fair value of the net assets acquired.
Our total assets reflect a substantial amount of goodwill and other intangible assets. At December 31, 2025, goodwill and other intangible assets totaled $859.8 million, or 56%, of our total assets. Goodwill results from our business acquisitions, representing the excess of the fair value of consideration transferred over the fair value of the net assets acquired.
We may choose to develop new service offerings or eliminate service offerings because of market opportunities or client demands.
We may choose to develop new service offerings, including managed services offerings, or eliminate service offerings because of market opportunities or client demands.
While we believe that our annual financial guidance provides investors and analysts with insight to our view of the Company’s future performance, such financial guidance is based on assumptions that may not always prove to be accurate and may vary from actual results.
We provide full-year financial guidance to the public based upon our expectations regarding our financial performance. While we believe that our annual financial guidance provides investors and analysts with insight to our view of the Company’s future performance, such financial guidance is based on assumptions that may not always prove to be accurate and may vary from actual results.
The increased emphasis on information security and the requirements to comply with applicable U.S. and foreign data security and privacy laws and regulations may increase our costs of doing business and negatively impact our results of operations. These laws and regulations are increasing in complexity and number.
The increased emphasis on information security and the requirements to comply with applicable U.S. and foreign data security and privacy laws and regulations may increase our costs of doing business and negatively impact our results of operations.
As of December 31, 2024, we had outstanding indebtedness of $357.7 million, of which $93.0 million was outstanding under the Revolver and $264.7 million was outstanding under the Term Loan. Our ability to make scheduled payments of the principal, to pay interest, or to refinance our indebtedness, depends on our future performance.
As of December 31, 2025, we had outstanding indebtedness of $511.0 million, of which $121.0 million was outstanding under the Revolver and $390.0 million was outstanding under the Term Loan. Our ability to make scheduled payments of the principal, to pay interest, or to refinance our indebtedness, depends on our future performance.
While new AI initiatives, laws, and regulations are emerging and evolving, what they ultimately will look like remains uncertain, and our obligation to comply with them could entail significant costs, negatively affect our business, or entirely limit our ability to incorporate certain AI capabilities into our offerings.
While new AI initiatives, laws, and regulations are emerging and evolving, what they ultimately will look like remains uncertain, and our obligation to comply with proposed or enacted AI initiatives, laws, and policies regulating AI, such as the European Union's AI Act, could entail significant costs, negatively affect our business, or entirely limit our ability to incorporate certain AI capabilities into our offerings.
Pressures on and uncertainty surrounding the U.S. federal and state governments' budgets, and potential changes in budgetary priorities and spending levels, could adversely affect the funding for individual programs and delay purchasing or payment decisions by our customers.
Pressures on and uncertainty surrounding the U.S. federal and state governments' budgets, and potential changes in budgetary priorities and spending levels, could adversely affect the funding for individual programs and delay purchasing or payment decisions by our customers. Some of the uncertainty and pressures described above may increase demand for certain of our service offerings.
As of December 31, 2024, our investment in the company is in a net unrealized gain position. If there is significant deterioration in the earnings performance, credit rating, or business prospects of the company, or a significant adverse change in the regulatory, economic, or technological environment of the company, we would evaluate our investment for impairment.
If there is significant deterioration in the earnings performance, credit rating, or business prospects of the consolidated company, or a significant adverse change in the regulatory, economic, or technological environment of the consolidated company, we would evaluate our investment for further impairment.
Given the highly specialized nature of our services, the senior management team must have a thorough understanding of our service offerings as well as the skills and experience necessary to manage an organization consisting of a diverse group of professionals. In addition, we rely on our senior management team and other managing directors to generate revenues and market our business.
Given the highly specialized nature of our services, the senior management team must have a thorough understanding of our service offerings as well as the skills and experience necessary to manage an organization consisting of a diverse group of professionals.
Changes in applicable U.S. state, federal or foreign tax laws and regulations, or their interpretation and application, could materially affect our tax expense and profitability. The overall tax environment remains uncertain and increasingly complex.
We are subject to income and other taxes in the U.S. at the state and federal level and also in foreign jurisdictions. Changes in applicable U.S. state, federal or foreign tax laws and regulations, or their interpretation and application, could materially affect our tax expense and profitability. The overall tax environment remains uncertain and increasingly complex.
Any increased or unexpected costs, expansion in scope of work without a commensurate increase in fees, or unanticipated delays in connection with the performance of fixed-fee engagements, including delays caused by factors outside our control, could make these contracts less profitable or unprofitable, which would have an adverse effect on our profit margin.
Any increased or unexpected costs, expansion in scope of work without a commensurate increase in fees, or unanticipated delays in connection with the performance of fixed-fee engagements, including delays caused by factors outside our control, could make these contracts less profitable or unprofitable, which would have an adverse effect on our profit margin. 15 Table of Contents Our business performance might not be sufficient for us to meet the full-year financial guidance that we provide publicly.
As of December 31, 2024, we have not recognized any credit allowance on our investment. In the future, if there are adverse developments in Shorelight's business that may be the result of events within or outside of Shorelight's control, we may incur impairment charges with respect to our convertible debt investment, which could materially impact our results of operations.
In the future, if there are additional adverse developments in Shorelight's business or the federal regulatory environment in which it operates that may be the result of events within or outside of Shorelight's control, we may incur additional impairment charges with respect to our convertible debt investment, which could materially impact our results of operations.
We have a Third Amended and Restated Security Agreement with Bank of America (the “Security Agreement”) and a Third Amended and Restated Pledge Agreement (the “Pledge Agreement”) associated with our Third Amended and Restated Credit Agreement, dated as of November 15, 2022 (as amended to date, the “Amended Credit Agreement”).
We have a Fourth Amended and Restated Security Agreement (the “Security Agreement”) and a Fourth Amended and Restated Pledge Agreement (the “Pledge Agreement”) associated with our Fourth Amended and Restated Credit Agreement, dated as of July 30, 2025 (the “Amended Credit Agreement”) with Bank of America, N.A.
Our organization is comprised of employees who work on matters throughout the United States and around the world. Our technology platform is a “virtual office” from which we all operate.
We could experience system failures, service interruptions, or security breaches that could negatively impact our business. Our organization is comprised of employees who work on matters throughout the United States and around the world. Our technology platform is a “virtual office” from which we all operate.
Our investment is carried at its fair 16 Table of Contents value of $7.4 million as of December 31, 2024, with unrealized holding gains and losses reported in our results of operations when an observable price change for preferred stock issued by the company with similar rights and preferences to our preferred stock investment occurs.
In 2019, we invested $5.0 million, in the form of preferred stock, in a hospital-at-home company. Our investment is carried at its fair value with unrealized holding gains and losses reported in our results of operations when an observable price change for preferred stock issued by the company with similar rights and preferences to our preferred stock investment occurs.
Additionally, regulatory and legislative changes in these industries, or executive actions impacting these industries, could reduce the demand for our services, decrease our competitive position or potentially render certain of our service offerings obsolete, change client buying patterns or decision making or require us to make unplanned modifications to our service offerings, which could require additional time and investment.
Existing and new federal and state laws and regulations affecting the healthcare and education industries could create unexpected liabilities for us, could cause us or our clients to incur additional costs, and could restrict our or our clients’ operations. 9 Table of Contents Additionally, regulatory and legislative changes in these industries, or executive actions impacting these industries, could reduce the demand for our services, decrease our competitive position or potentially render certain of our service offerings obsolete, change client buying patterns or decision making or require us to make unplanned modifications to our service offerings, which could require additional time and investment.
The new operating model was designed to strengthen Huron's go-to-market strategy and support our growth. The full implementation across all areas of our business to effect this change may take place over several years. If we do not continue to successfully implement and refine this change to our operating model, our business and results of operation may be negatively impacted.
The operating model was designed to strengthen Huron's go-to-market strategy and support our growth. The full implementation across all areas of our business to effect this change has taken place over several years.
We depend on the use of sophisticated technologies and systems. Many of our practices provide services that are increasingly dependent on the use of software applications and systems that we do not own and which could become unavailable. Moreover, our technology platforms will require continuing investments by us in order to expand existing service offerings and develop complementary services.
We depend on the use of sophisticated technologies and systems. Many of our practices provide services that are increasingly dependent on the use of software applications and systems that we do not own and which could become unavailable.
Under the Amended Credit Agreement, we are obligated to pay interest, at our option, at either one, three or six month Term SOFR or, in the case of the Revolver, at an alternate base rate, in each case plus an applicable margin.
Under the Amended Credit Agreement, we are obligated to pay interest, at our option, at either one, three or six month Term SOFR or at an alternate base rate, in each case plus an applicable margin. SOFR is a relatively new reference rate, has a very limited history and is based on short-term repurchase agreements backed by Treasury securities.
From time to time, we will evaluate the total mix of services we provide and we may conclude that businesses may not achieve the results we previously expected. Competition for future hiring and acquisition opportunities in our markets could increase the compensation we offer to potential employees or the prices we pay for businesses we wish to acquire.
Competition for future hiring and acquisition opportunities in our markets could increase the compensation we offer to potential employees or the prices we pay for businesses we wish to acquire.
Further, our senior management’s and other managing directors’ personal reputations and relationships with our clients are a critical element in obtaining and maintaining client engagements.
In addition, we rely on our senior management team and managing directors and principals to generate revenues and market our business. Further, our senior management’s and managing directors’ and principals' personal reputations and relationships with our clients are a critical element in obtaining and maintaining client engagements.
For example, we have subscription-based offerings that require us to incur costs associated with upgrades and maintenance that could impact profit margins associated with those offerings and related services.
Moreover, our technology platforms will require continuing investments by us in order to expand existing service offerings and develop complementary services, including AI functionality. For example, we have subscription-based offerings that require us to incur costs associated with upgrades and maintenance that could impact profit margins associated with those offerings and related services.
In addition, the covenants contained in the Amended Credit Agreement impose restrictions on our ability to engage in certain activities, such as the incurrence of additional indebtedness, certain investments, certain acquisitions and dispositions, and the payment of dividends. 15 Table of Contents Our indebtedness could adversely affect our ability to raise additional capital to fund our operations and obligations, expose us to interest rate risk to the extent of our variable-rate debt, and adversely affect our financial results.
In addition, the covenants contained in the Amended Credit Agreement impose restrictions on our ability to engage in certain activities, such as the incurrence of additional indebtedness, certain investments, certain acquisitions and dispositions, and the payment of dividends.
If another company were to successfully challenge our right to use our name, or if we were unable to prevent a competitor from using a name that is similar to our name, our ability to build brand identity could be negatively impacted. 13 Table of Contents Risks Related to Financial Management and Performance Our financial results could suffer if we are unable to achieve or maintain adequate utilization and suitable billing rates for our consultants.
If another company were to successfully challenge our right to use our name, or if we were unable to prevent a competitor from using a name that is similar to our name, our ability to build brand identity could be negatively impacted.
We generally do not have direct contact, oversight, contracts, sometimes knowledge, of these fourth parties. If a fourth party were to be breached, we would be reliant upon our third party to provide information and manage the incident. We could experience system failures, service interruptions, or security breaches that could negatively impact our business.
Additionally, our third parties may depend on their own third-party vendors, which would be fourth parties to Huron. We generally do not have direct oversight or knowledge of these fourth parties. If a fourth party were to be breached, we would be reliant upon our third party to provide information and manage the incident.
An increase in the value of the Indian rupee against the U.S. dollar, in which our revenue is primarily recorded, could increase costs for delivery of services and decrease the profitability of our engagements that utilize our employees in India. 8 Table of Contents Additional hiring, departures, and business acquisitions and dispositions, as well as other organizational changes, could disrupt our operations, increase our costs or otherwise harm our business.
As we continue to grow our operations in India, more of our expenses will be incurred in the Indian rupee. An increase in the value of the Indian rupee against the U.S. dollar, in which our revenue is primarily recorded, could increase costs for delivery of services and decrease the profitability of our engagements that utilize our employees in India.
Specifically with respect to healthcare, many healthcare laws are complex and their application to us, our clients, or the specific services and relationships we have with our clients are not always clear.
Specifically with respect to healthcare, many healthcare laws are complex, and their application to us, our clients, or the specific services and relationships we have with our clients are not always clear and in turn, it is unclear what long-term effect they will have on the healthcare industry and consequently on our business, financial condition and results of operations.
In addition, if a third-party vendor’s business changes, is reduced, fails to adapt to changing market demands, or experiences system failures, service interruptions, or security breaches, it could adversely 11 Table of Contents affect our business. Additionally, our third parties may depend on their own third-party vendors, which would be fourth parties to Huron.
In addition, if a third-party vendor's business changes, is reduced, fails to adapt to changing market demands, or if a third-party vendor's business or third-party technology or software that is important to our business experiences system failures, service interruptions, or security breaches or is no longer supported, it could adversely affect our business.
Levels of government spending are difficult to predict and subject to significant risk. Considerable uncertainty exists regarding how future budget and program decisions will unfold, including the spending priorities of the new U.S. presidential administration and Congress and what challenges budget reductions will present for the healthcare and education industries generally.
Considerable uncertainty exists regarding how future budget and program decisions will unfold, including the spending priorities of the U.S. presidential administration and Congress.
In addition, if we experience an increase in the time to bill and collect for our services, our cash flows could be adversely affected.
In addition, if we experience an increase in the time to bill and collect for our services, our cash flows could be adversely affected. Changes in U.S. and foreign tax laws could have a material adverse effect on our business, cash flow, results of operations and financial condition.
As of December 31, 2024, we have a $600 million senior secured revolving credit facility (the “Revolver”) and a $275 million senior secured term loan facility (the “Term Loan”), both of which fully mature on November 15, 2027.
The Amended Credit Agreement established a $700 million senior secured revolving credit facility (the “Revolver”) and a $400 million senior secured term loan facility (the “Term Loan”), both of which fully mature on July 30, 2030.
Increasing competition for these revenue-generating professionals may also significantly increase our labor costs, which could negatively affect our margins and results of operations. If we are unable to manage the organizational challenges associated with our continued growth, we might be unable to achieve our business objectives.
Therefore, we may not be successful in attracting and retaining the skilled consultants we require to conduct and expand our operations successfully. Increasing competition for these revenue-generating professionals may also significantly increase our labor costs, which could negatively affect our margins and results of operations.
We may incur impairment charges with respect to our convertible debt investment in Shorelight or our preferred stock investment in a hospital-at-home company. Since 2014, we have invested $40.9 million, in the form of 1.69% convertible debt, in Shorelight Holdings, LLC (“Shorelight”), the parent company of Shorelight Education.
Since 2014, we have invested $40.9 million, in the form of 1.69% convertible debt, in Shorelight Holdings, LLC (“Shorelight”), the parent company of Shorelight Education. Our investment is carried at its fair value with unrealized holding gains and losses reported in other comprehensive income and credit-related impairment charges reported in our results of operations.
SOFR is a relatively new reference rate, has a very limited history and is based on short-term repurchase agreements backed by Treasury securities. Changes in SOFR can be volatile and difficult to predict, and there is no assurance that SOFR will perform similarly to the way LIBOR, our previous benchmark rate, would have performed at any time.
Changes in SOFR can be volatile and difficult to predict, and there is no assurance that SOFR will perform similarly to the way LIBOR, our previous benchmark rate, would have performed at any time. Any of these factors could materially and adversely affect our business, financial condition, and results of operations.
Many of these competitors may be able to offer greater compensation and benefits or more attractive lifestyle choices, career paths, or geographic locations than we can offer. Therefore, we may not be successful in attracting and retaining the skilled consultants we require to conduct and expand our operations successfully.
Many of these competitors may be able to offer greater compensation and benefits or more attractive lifestyle choices, career paths, or geographic locations than we can offer. Additionally, we may find it difficult to hire, develop and retain qualified professionals in certain geographic regions where historically our operations have been limited.
Our business strategy is dependent in part upon our ability to grow by hiring individuals or groups of individuals and by acquiring complementary businesses. However, we may be unable to identify, hire, acquire, or successfully integrate new employees and acquired businesses without substantial expense, delay, or other operational or financial obstacles.
However, we may be unable to identify, hire, acquire, or successfully integrate new employees and acquired businesses without substantial expense, delay, or other operational or financial obstacles. From time to time, we will evaluate the total mix of services we provide and we may conclude that businesses may not achieve the results we previously expected.
Our profitability depends to a large extent on the utilization and billing rates of our professionals.
Risks Related to Financial Management and Performance Our financial results could suffer if we are unable to achieve or maintain adequate utilization and suitable billing rates for our consultants. Our profitability depends to a large extent on the utilization and billing rates of our professionals.
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As we continue to grow our operations in India, more of our expenses will be incurred in the Indian rupee.
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Further, if we cannot develop, train, and retain highly skilled professionals, it may impact our ability to keep pace with rapid and continuing changes in technology and respond to changes in client demand in a rapidly evolving market for professional services.
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Existing and new federal and state laws and regulations affecting the healthcare and education industries could create unexpected liabilities for us, could cause us or our clients to incur additional costs, and could restrict our or our clients’ operations.
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If we are unable to manage the organizational challenges associated with our continued growth, we might be unable to achieve our business objectives.
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Similarly, certain of our healthcare and education clients may experience or anticipate experiencing financial distress or face complex challenges as a result of general economic conditions, operations-specific reasons or uncertainty in regulatory schemes. Such clients may not have the financial resources or stakeholder support to start new projects or to continue existing projects.
Added
Additional hiring, departures, and business acquisitions and dispositions, as well as other organizational changes, could disrupt our operations, increase our costs or otherwise harm our business. Our business strategy is dependent in part upon our ability to grow by hiring individuals or groups of individuals and by acquiring complementary businesses.
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In addition, federal and state legislatures have periodically introduced programs to reform or amend the U.S. healthcare system at both the federal and state level, such as the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, and continue to consider further significant reforms.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur board of directors, in coordination with its T&IS Committee, oversees the governance of the Company’s technology-related risks, including information security, data protection, cybersecurity, vendor, fraud, and business continuity risks, and technology-related strategies.
Biggest changeOur board of directors, in coordination with its T&IS Committee, oversees the governance of the Company’s technology-related risks, including information security, data protection, cybersecurity, vendor, fraud, and business continuity risks, and technology-related strategies. The T&IS Committee also oversees the company's AI strategy, including with respect to risk management.
“Risk Factors.” We have a cybersecurity program that focuses on implementing risk-based controls, technologies, and other processes. We aim to incorporate industry best practices throughout our cybersecurity program, including the frameworks established by the National Institute of Standards and Technology (“NIST”), the Cybersecurity and Infrastructure Security Agency (“CISA”), and other applicable industry standards.
“Risk Factors.” We have a cybersecurity program that focuses on implementing risk-based controls, technologies, and other processes. We aim to incorporate certain industry best practices throughout our cybersecurity program, including the frameworks established by the National Institute of Standards and Technology (“NIST”), the Cybersecurity and Infrastructure Security Agency (“CISA”), and other applicable industry standards.
Accordingly, the company takes a comprehensive approach to identifying and managing cybersecurity risks that involves the company's Information Security functional team, senior management, and our board of directors in coordination with the Technology and Information Security (“T&IS”) Committee and the Audit Committee of our board of directors.
Accordingly, the company takes a comprehensive approach to identifying and managing cybersecurity risks that involves the company's Information Security functional team, senior management, the Technology and Information Security (“T&IS”) Committee, and the Audit Committee, all in coordination with of our board of directors.
In addition, our contracts with our service providers require them to adhere to mutually agreed upon security requirements, controls and responsibilities, as applicable. 18 Table of Contents Cybersecurity Governance Our cybersecurity program is overseen by the leaders of our Information Security functional team, which is led by our Chief Information Officer (“CIO”) who has over 30 years of relevant work experience.
In addition, our contracts with our service providers require them to adhere to mutually agreed upon security requirements, controls and responsibilities, as applicable. Cybersecurity Governance Our cybersecurity program is overseen by the leaders of our Information Security functional team, which is led by our Chief Information Officer (“CIO”) who has over 30 years of relevant work experience.
Our CIO reports on a quarterly basis to Huron's internal Information Security Management System (“ISMS”) Committee, which has the primary responsibility for assessing and managing material cybersecurity risks.
Huron's internal Information Security Management System (“ISMS”) Committee, which has the primary responsibility for assessing and managing material cybersecurity risks, meets quarterly.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeSee Note 5 “Leases” within the notes to our consolidated financial statements of this Annual Report on Form 10-K for additional information on our office facilities.
Biggest changeSee Note 5 “Leases” within the notes to our consolidated financial statements of this Annual Report on Form 10-K for additional information on our office facilities. 19 Table of Contents

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 19 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 19 Item 6. [Reserved] 20 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 21 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 39 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 20 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 20 Item 6. [Reserved] 21 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 22 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 39 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe share repurchase program has been subsequently extended and increased, most recently in the second quarter of 2024. The current authorization extends the share repurchase program through December 31, 2025 with a repurchase amount of $500 million, of which $64.5 million remained available as of December 31, 2024.
Biggest changeSubsequently, our board of directors authorized extensions of the share repurchase program through December 31, 2026 and increased the authorization amount to $700 million, of which $99.0 million remained available as of December 31, 2025.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our common stock is traded on the Nasdaq Global Select Market under the symbol “HURN.” As of February 18, 2025, there were 298 registered holders of record of Huron’s common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our common stock is traded on the Nasdaq Global Select Market under the symbol “HURN.” As of February 17, 2026, there were 327 registered holders of record of Huron’s common stock.
During the quarter ended December 31, 2024, we reacquired 5,614 shares of common stock with a weighted average fair market value of $111.81 as a result of such tax withholdings. 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.
During the quarter ended December 31, 2025, we reacquired 4,038 shares of common stock with a weighted average fair market value of $147.05 per share as a result of such tax withholdings. 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.
“Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters.” Purchases of Equity Securities by the Issuer and Affiliated Purchasers On December 2, 2024, as partial consideration for our acquisition of AXIA Consulting, we issued 98,156 shares of our common stock, par value $0.01 per share, with an aggregate value of $12.2 million.
“Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters.” Purchases of Equity Securities by the Issuer and Affiliated Purchasers On November 1, 2025, as partial consideration for our acquisition of AXIOM, we issued 13,521 shares of our common stock, par value $0.01 per share, with an aggregate value of $2.1 million.
Additionally, 3,972 shares in October, 674 shares in November and 968 shares in December were repurchased to satisfy employee tax withholding requirements. These shares do not reduce the repurchase authority under the Share Repurchase Program. (2) As of the end of the period.
Additionally, 4,038 shares in October were repurchased to satisfy employee tax withholding requirements. These shares do not reduce the repurchase authority under the Share Repurchase Program. (2) As of the end of the period.
In addition, the amount of dividends we may pay is subject to the restricted payment provisions of our senior secured credit facility. See the Liquidity and Capital Resources section under Part II—Item 7.
In addition, the amount of dividends we may pay is subject to the restricted payment provisions of our senior secured credit facility. See the Liquidity and Capital Resources section under Part II—Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” for further information on the restricted payment provisions of our senior secured credit facility.
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.
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. 20 Table of Contents The following table provides information with respect to purchases we made of our common stock during the year ended December 31, 2025.
“Management's Discussion and Analysis of Financial Condition and Results of Operations” for further information on the restricted payment provisions of our senior secured credit facility. 19 Table of Contents Securities Authorized for Issuance Under Equity Compensation Plans The information required by this item appears under Part III—Item 12.
Securities Authorized for Issuance Under Equity Compensation Plans The information required by this item appears under Part III—Item 12.
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The following table provides information with respect to purchases we made of our common stock during the year ended December 31, 2024.
Added
In the first quarter of 2026, our board of directors authorized a further increase to the authorized amount under the share repurchase program from $700 million to $900 million.
Removed
Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs (2) First quarter total 837,443 $ 99.24 624,698 $ 23,987,379 Second quarter total 378,120 $ 90.40 376,493 $ 89,948,343 Third quarter total 70,168 $ 109.23 66,354 $ 82,659,698 October 1, 2024 – October 31, 2024 35,918 $ 115.25 31,946 $ 78,947,424 November 1, 2024 – November 30, 2024 25,308 $ 118.45 24,634 $ 76,028,121 December 1, 2024 – December 31, 2024 95,277 $ 122.05 94,309 $ 64,517,348 Fourth quarter total 156,503 $ 119.91 150,889 $ 64,517,348 Full year 2024 total 1,442,234 $ 99.65 1,218,434 $ 64,517,348 (1) The number of shares repurchased in the first, second and third quarters of 2024 included 212,745 shares, 1,627 shares, and 3,814 shares, respectively, to satisfy employee tax withholding requirements.
Added
Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs (2) First quarter total 721,351 $ 145.51 508,611 $ 191,722,978 Second quarter total 432,046 $ 140.54 429,669 $ 131,316,363 Third quarter total 149,927 $ 127.99 146,514 $ 112,589,326 October 1, 2025 – October 31, 2025 78,890 $ 166.71 74,852 $ 100,029,449 November 1, 2025 – November 30, 2025 501 $ 159.80 501 $ 99,949,375 December 1, 2025 – December 31, 2025 5,930 $ 166.59 5,930 $ 98,961,297 Fourth quarter total 85,321 $ 166.66 81,283 $ 98,961,297 Full year 2025 total 1,388,645 $ 143.37 1,166,077 $ 98,961,297 (1) The number of shares repurchased in the first, second and third quarters of 2025 included 212,740 shares, 2,377 shares, and 3,413 shares, respectively, to satisfy employee tax withholding requirements.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeNon-GAAP Measures Reconciliation of Net Income to EBITDA and Adjusted EBITDA Year Ended December 31, 2024 2023 2022 Revenues before reimbursable expenses $ 1,486,085 $ 1,362,060 $ 1,132,455 Reimbursable expenses 35,720 36,695 26,506 Total revenues $ 1,521,805 $ 1,398,755 $ 1,158,961 Net income $ 116,626 $ 62,479 $ 75,552 Net income as a percentage of total revenues 7.7 % 4.5 % 6.5 % Add back: Income tax expense 37,390 21,416 33,025 Interest expense, net of interest income 25,347 19,573 11,883 Depreciation and amortization 25,663 25,672 28,233 EBITDA 205,026 129,140 148,693 Add back: Restructuring charges 9,913 11,550 9,909 2024 litigation settlement gain (11,701) — — Other losses (gains), net 804 (444) (193) Transaction-related expenses 2,861 357 50 Unrealized loss (gain) on preferred stock investment — 26,262 (26,964) Gain on sale of business (3,597) — — Foreign currency transaction losses (gains), net (2,138) 476 (655) Adjusted EBITDA $ 201,168 $ 167,341 $ 130,840 Adjusted EBITDA as a percentage of revenues before reimbursable expenses 13.5 % 12.3 % 11.6 % 27 Table of Contents Reconciliation of Net Income to Adjusted Net Income and Adjusted Diluted Earnings per Share Year Ended December 31, 2024 2023 2022 Net income $ 116,626 $ 62,479 $ 75,552 Weighted average shares - diluted 18,613 19,601 20,746 Diluted earnings per share $ 6.27 $ 3.19 $ 3.64 Add back: Amortization of intangible assets 6,517 8,219 11,198 Restructuring charges 9,913 11,550 9,909 2024 litigation settlement gain (11,701) — — Other losses (gains), net 804 (444) (193) Transaction-related expenses 2,861 357 50 Unrealized loss (gain) on preferred stock investment — 26,262 (26,964) Gain on sale of business (3,597) — — Tax effect of adjustments (977) (12,175) 1,590 Total adjustments, net of tax 3,820 33,769 (4,410) Adjusted net income $ 120,446 $ 96,248 $ 71,142 Adjusted weighted average shares - diluted 18,613 19,601 20,746 Adjusted diluted earnings per share $ 6.47 $ 4.91 $ 3.43 Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Revenues before Reimbursable Expenses Revenues before reimbursable expenses by segment and capability for the years ended December 31, 2024 and 2023 were as follows: Revenues before Reimbursable Expenses (in thousands) Year Ended December 31, Increase / (Decrease) 2024 2023 $ % Segment: Healthcare $ 756,263 $ 673,989 $ 82,274 12.2 % Education 474,221 429,663 44,558 10.4 % Commercial 255,601 258,408 (2,807) (1.1) % Total revenues before reimbursable expenses $ 1,486,085 $ 1,362,060 $ 124,025 9.1 % Capability: Consulting and Managed Services $ 863,859 $ 782,020 $ 81,839 10.5 % Digital 622,226 580,040 42,186 7.3 % Total revenues before reimbursable expenses $ 1,486,085 $ 1,362,060 $ 124,025 9.1 % Revenues before reimbursable expenses increased $124.0 million, or 9.1%, to $1.49 billion for the year ended December 31, 2024 from $1.36 billion for the year ended December 31, 2023.
Biggest changeWe 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. 27 Table of Contents Non-GAAP Measures Reconciliation of Net Income to EBITDA and Adjusted EBITDA Year Ended December 31, 2025 2024 2023 Revenues before reimbursable expenses $ 1,662,836 $ 1,486,085 $ 1,362,060 Reimbursable expenses 36,307 35,720 36,695 Total revenues $ 1,699,143 $ 1,521,805 $ 1,398,755 Net income $ 105,040 $ 116,626 $ 62,479 Net income as a percentage of total revenues 6.2 % 7.7 % 4.5 % Add back: Income tax expense 30,040 37,390 21,416 Interest expense, net of interest income 34,197 25,347 19,573 Depreciation and amortization 32,478 25,663 25,672 EBITDA 201,755 205,026 129,140 Add back: Restructuring charges 9,136 9,913 11,550 2024 litigation settlement gain — (11,701) — Other losses (gains), net 3,072 804 (444) Transaction-related expenses 8,521 2,861 357 Unrealized losses on long-term investments, net 15,396 — 26,262 Gain on sale of business — (3,597) — Foreign currency transaction losses (gains), net (363) (2,138) 476 Adjusted EBITDA $ 237,517 $ 201,168 $ 167,341 Adjusted EBITDA as a percentage of revenues before reimbursable expenses 14.3 % 13.5 % 12.3 % Reconciliation of Net Income to Adjusted Net Income and Adjusted Diluted Earnings per Share Year Ended December 31, 2025 2024 2023 Net income $ 105,040 $ 116,626 $ 62,479 Weighted average shares - diluted 17,991 18,613 19,601 Diluted earnings per share $ 5.84 $ 6.27 $ 3.19 Add back: Amortization of intangible assets 11,334 6,517 8,219 Restructuring charges 9,136 9,913 11,550 2024 litigation settlement gain — (11,701) — Other losses (gains), net 3,072 804 (444) Transaction-related expenses 8,521 2,861 357 Unrealized losses on long-term investments, net 15,396 — 26,262 Gain on sale of business — (3,597) — Tax effect of adjustments (11,654) (977) (12,175) Total adjustments, net of tax 35,805 3,820 33,769 Adjusted net income $ 140,845 $ 120,446 $ 96,248 Adjusted weighted average shares - diluted 17,991 18,613 19,601 Adjusted diluted earnings per share $ 7.83 $ 6.47 $ 4.91 28 Table of Contents Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Revenues before Reimbursable Expenses Revenues before reimbursable expenses by segment and capability for the years ended December 31, 2025 and 2024 were as follows: Revenues before Reimbursable Expenses (in thousands) Year Ended December 31, Increase / (Decrease) 2025 2024 $ % Segment: Healthcare $ 837,537 $ 756,263 $ 81,274 10.7 % Education 500,174 474,221 25,953 5.5 % Commercial 325,125 255,601 69,524 27.2 % Total revenues before reimbursable expenses $ 1,662,836 $ 1,486,085 $ 176,751 11.9 % Capability: Consulting and Managed Services $ 976,883 $ 863,859 $ 113,024 13.1 % Digital 685,953 622,226 63,727 10.2 % Total revenues before reimbursable expenses $ 1,662,836 $ 1,486,085 $ 176,751 11.9 % Revenues before reimbursable expenses increased $176.8 million, or 11.9%, to $1.66 billion for the year ended December 31, 2025 from $1.49 billion for the year ended December 31, 2024.
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.
Changes in the market value of our deferred compensation liability are offset with the changes in market value of the investments that are used to fund our deferred compensation liability, which are recorded within other income (expense), net.
Income Tax Expense For the year ended December 31, 2024, our effective tax rate was 24.3% as we recognized income tax expense of $37.4 million on income of $154.0 million.
For the year ended December 31, 2024, our effective tax rate was 24.3% as we recognized income tax expense of $37.4 million on income of $154.0 million.
Under GAAP, we have the option to first assess qualitative factors to determine whether the existence of current events or circumstances would lead to a determination that it is more likely than not that the fair value of one of our reporting units is greater than its carrying value.
Under GAAP, we have the option to first assess qualitative factors to determine whether the existence of current events or circumstances would lead to a determination that it is more likely than not that the fair value of one or more of our reporting units is greater than its carrying value.
Losses (gains) on sale of business: We exclude the effect of non-operating losses and gains recognized as a result of sales of businesses as they are infrequent, management believes that these items are not indicative of the ongoing performance of our business, and their exclusion permits comparability with periods that were not impacted by such items.
Losses (gains) on sales of businesses: We exclude the effect of non-operating losses and gains recognized as a result of sales of businesses as they are infrequent, management believes that these items are not indicative of the ongoing performance of our business, and their exclusion permits comparability with periods that were not impacted by such items.
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; 23 Table of Contents 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.
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; 24 Table of Contents 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.
A reporting unit is an operating segment or one level below an operating segment (referred to as a component) to which goodwill is assigned when initially recorded. We assign goodwill to reporting units based on our integration plans and the expected synergies resulting from the acquisition. As of December 31, 2024, we have three reporting units: Healthcare, Education, and Commercial.
A reporting unit is an operating segment or one level below an operating segment (referred to as a component) to which goodwill is assigned when initially recorded. We assign goodwill to reporting units based on our integration plans and the expected synergies resulting from the acquisition. As of December 31, 2025, we have three reporting units: Healthcare, Education, and Commercial.
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, in the case of the Revolver, an alternate base rate, in each case plus the applicable margin.
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 gains recognized in 2024 and 2023 related to the market value of our investments that are used to fund our deferred compensation liability were offset with deferred compensation expense attributable to the change in the market value of our deferred compensation liability which is recognized as a component of selling, general and administrative expenses on our consolidated statements of operations.
The gains recognized in 2025 and 2024 related to the market value of our investments that are used to fund our deferred compensation liability were offset with deferred compensation expense attributable to the change in the market value of our deferred compensation liability which is recognized as a component of selling, general and administrative expenses on our consolidated statements of operations.
Selling, general and administrative expenses consist primarily 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.
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.
For purposes of the Consolidated Leverage Ratio, total debt is on a gross basis and is not netted against our cash balances. At December 31, 2024 and December 31, 2023, we were in compliance with these financial covenants.
For purposes of the Consolidated Leverage Ratio, total debt is on a gross basis and is not netted against our cash balances. At December 31, 2025 and December 31, 2024, we were in compliance with these financial covenants.
For a discussion of certain risks and uncertainties related to the Current Credit Agreement, see Part I—Item 1A. “Risk Factors.” Future Financing Needs Our primary financing need is to fund our long-term growth.
For a discussion of certain risks and uncertainties related to the Amended Credit Agreement, see Part I—Item 1A. “Risk Factors.” Future Financing Needs Our primary financing need is to fund our long-term growth.
The outcome of these final determinations could have a material impact on our provision for taxes, net income, or cash flows in the period in which that determination is made. 38 Table of Contents NEW ACCOUNTING PRONOUNCEMENTS Refer to Note 2 “Summary of Significant Accounting Policies” within the notes to the consolidated financial statements for information on new accounting pronouncements.
The outcome of these final determinations could have a material impact on our provision for taxes, net income, or cash flows in the period in which that determination is made. NEW ACCOUNTING PRONOUNCEMENTS Refer to Note 2 “Summary of Significant Accounting Policies” within the notes to the consolidated financial statements for information on new accounting pronouncements.
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 generate our revenues before reimbursable expenses from providing professional services and software products under the following four types of billing arrangements: fixed-fee; time-and-expense; performance-based; and software support, maintenance and subscriptions. • Fixed-fee: In fixed-fee billing arrangements, we agree to a pre-established fee in exchange for a predetermined set of professional services.
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 meetings expenses.
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.
The increase in net cash provided by operating activities primarily related to an increase in cash collections in 2024, a $15 million litigation settlement received in 2024 for a completed legal matter in which Huron was the plaintiff, and a decrease in payments for contractor expenses in 2024 compared to 2023; partially offset by an increase in payments for salaries and related expenses for our revenue-generating professionals, an increase in the amount paid for annual performance bonuses in the first quarter of 2024 compared to the first quarter of 2023, and an increase in payments for selling, general and administrative expenses in 2024 compared to the prior year.
The decrease in net cash provided by operating activities primarily related to 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; largely offset by an increase in cash collections in 2025 compared to the prior year.
We evaluate our intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. No impairment charges for intangible assets were recorded in 2024.
We evaluate our intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. No impairment charges for intangible assets were recorded in 2025.
The following information summarizes our results of operations for 2024, 2023 and 2022; and discusses those results of operations for 2024 compared to 2023. For a discussion of our results of operations for 2023 compared to 2022 refer to Part II—Item 7.
The following information summarizes our results of operations for 2025, 2024 and 2023; and discusses those results of operations for 2025 compared to 2024. For a discussion of our results of operations for 2024 compared to 2023 refer to Part II—Item 7.
Third-party legal costs incurred for this litigation matter in 2023 and 2022 were $4.0 million and $2.0 million, respectively. Our third-party legal expenses are recorded as a component of selling, general and administrative expenses on our statement of operations.
Third-party legal costs incurred for this litigation matter in 2023 were $4.0 million. Our third-party legal expenses are recorded as a component of selling, general and administrative expenses on our statement of operations.
“ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of the Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the United States Securities and Exchange Commission on February 27, 2024.
“ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of the Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the United States Securities and Exchange Commission on February 25, 2025.
As of December 31, 2024 and 2023, the unused borrowing capacity under the Revolver was $506.6 million and $275.5 million, respectively. Refer to Note 7 “Financing Arrangements” for additional information on our senior secured credit facility within the notes to the consolidated financial statements.
As of December 31, 2025 and 2024, the unused borrowing capacity under the Revolver was $578.6 million and $506.6 million, respectively. Refer to Note 7 “Financing Arrangements” within the notes to the consolidated financial statements for additional information on our senior secured credit facility.
The borrowing capacity under the Revolver is reduced by any outstanding borrowings under the agreement and outstanding letters of credit. At December 31, 2024 and 2023, we had outstanding letters of credit totaling $0.4 million and $0.5 million, respectively, which are used as security deposits for our office facilities.
The borrowing capacity under the Revolver is reduced by any outstanding borrowings under the agreement and outstanding letters of credit. At both December 31, 2025 and 2024, we had outstanding letters of credit totaling $0.4 million, which are used as security deposits for our office facilities.
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.
We include, within the depreciation and amortization adjustment, the amortization of capitalized implementation costs of our enterprise resource planning (ERP) system and other related software, which is included within selling, general and administrative expenses in our consolidated statements of operations.
See Note 13 “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 year ended December 31, 2024 were $9.9 million, compared to $11.6 million for the year ended December 31, 2023.
See Note 13 “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 year ended December 31, 2025 were $9.1 million, compared to $9.9 million for the year ended December 31, 2024.
These borrowings carried a weighted average interest rate of 4.7% at December 31, 2024 and 4.2% at December 31, 2023 including the impact of the interest rate swaps described in Note 12 “Derivative Instruments and Hedging Activity" within the notes to the consolidated financial statements.
These borrowings carried a weighted average interest rate of 5.3% at December 31, 2025 and 4.7% at December 31, 2024 including the impact of the interest rate swaps described in Note 12 “Derivative Instruments and Hedging Activity" within the notes to the consolidated financial statements.
Our investments include a convertible note investment in Shorelight Holdings, LLC, a preferred stock investment in a hospital-at-home company, and investments in life insurance policies that are used to fund our deferred compensation liability.
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.
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.
Management also uses these non-GAAP financial measures when publicly providing our business 23 Table of Contents outlook, for internal management purposes, and as a basis for evaluating potential acquisitions and dispositions.
The applicable margin for borrowings under the Revolver will fluctuate between 1.125% per annum and 1.875% per annum, in the case of Term SOFR borrowings, or between 0.125% per annum and 0.875% per annum, in the case of base rate loans, based upon our Consolidated Leverage Ratio at such time.
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.
The increase in adjusted EBITDA was primarily attributable to the increases in Healthcare and Education operating income, excluding the impact of 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.
The increase in adjusted EBITDA was primarily attributable to the increases in segment operating income for all three of our segments, excluding the impact of 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.
Our intangible assets, net of accumulated amortization, totaled $26.1 million at December 31, 2024 and primarily consist of customer relationships, technology and software, trade names, customer contracts, and non-competition agreements, all of which were acquired through business combinations.
Our intangible assets, net of accumulated amortization, totaled $72.9 million at December 31, 2025 and primarily consist of customer relationships, technology and software, trade names, customer contracts, and non-competition agreements, all of which were acquired through business combinations.
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 2024; partially offset by decreases in performance bonus expense and share-based compensation expense for our revenue-generating professionals.
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, partially offset by a decrease in performance bonus expense for our revenue-generating professionals.
(5) Managed Services capability revenues before reimbursable expenses within our Healthcare segment was $77.5 million, $70.1 million and $67.6 million for the years ended 2024, 2023 and 2022, respectively. Managed Services capability revenues before reimbursable expenses within our Education segment was $28.2 million, $29.6 million and $30.6 million for the years ended 2024, 2023 and 2022, respectively.
(4) Managed Services capability revenues before reimbursable expenses within our Healthcare segment was $90.1 million, $77.5 million and $70.1 million for the years ended 2025, 2024 and 2023, respectively. Managed Services capability revenues before reimbursable expenses within our Education segment was $29.3 million, $28.2 million and $29.6 million for the years ended 2025, 2024 and 2023, respectively.
The utilization rate within our Consulting capability decreased to 73.6% in 2024, compared to 76.6% in 2023. Revenues before reimbursable expenses within our Digital capability increased 7.3% to $622.2 million in 2024, compared to $580.0 million in 2023; and reflected strengthened demand in our Healthcare and Education segments, partially offset by a decrease in demand in our Commercial segment.
The utilization rate within our Consulting capability increased to 75.7% in 2025, compared to 73.6% in 2024. Revenues before reimbursable expenses within our Digital capability increased 10.2% to $686.0 million in 2025, compared to $622.2 million in 2024; and reflected strengthened demand in our Commercial and Education segments, partially offset by a decrease in demand in our Healthcare segment.
See “Liquidity and Capital Resources” below and Note 7 “Financing Arrangements” within the notes to our consolidated financial statements for additional information about our senior secured credit facility. Other income (expense), net increased $32.4 million to income of $10.5 million for the year ended December 31, 2024 from expense of $21.9 million for the year ended December 31, 2023.
See “Liquidity and Capital Resources” below and Note 7 “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 $9.3 million for the year ended December 31, 2025, compared to income of $10.5 million for the year ended December 31, 2024.
To the extent we write-off accounts receivable due to a client’s inability to pay, the charge is recognized as a component of selling, general and administrative expenses. Business Combinations We use the acquisition method of accounting for business combinations .
We record the provision for doubtful accounts and unbilled services as a reduction in revenue. To the extent we write-off accounts receivable due to a client’s inability to pay, the charge is recognized as a component of selling, general and administrative expenses. Business Combinations We use the acquisition method of accounting for business combinations .
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.
We set the fees based on our estimates of the costs and timing for completing the engagements. • 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.
The increase in compensation costs for our revenue-generating professionals was primarily driven by annual salary increases that went into effect in the first quarter of 2024 and an increase in headcount due to the acquisition of AXIA Consulting in the fourth quarter of 2024; partially offset by decreases in signing, retention and other bonus expense and performance bonus expense for our revenue-generating professionals.
The increase in compensation costs for our revenue-generating professionals was primarily due to the increased headcount, driven by our acquisitions of AXIA Consulting and Treliant, annual salary increases that went into effect in the first quarter of 2025, and increases in performance bonus expense and signing, retention and other bonus expense.
Cash Flows (in thousands): Year Ended December 31, 2024 2023 2022 Net cash provided by operating activities $ 201,319 $ 135,262 $ 85,400 Net cash used in investing activities (79,749) (36,652) (20,128) Net cash used in financing activities (111,635) (98,327) (74,108) Effect of exchange rate changes on cash (173) 32 (111) Net increase (decrease) in cash and cash equivalents $ 9,762 $ 315 $ (8,947) 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.
Cash Flows (in thousands): Year Ended December 31, 2025 2024 2023 Net cash provided by operating activities $ 193,394 $ 201,319 $ 135,262 Net cash used in investing activities (145,751) (79,749) (36,652) Net cash used in financing activities (45,030) (111,635) (98,327) Effect of exchange rate changes on cash (16) (173) 32 Net increase in cash and cash equivalents $ 2,597 $ 9,762 $ 315 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.
Other Income (Expense), Net Interest expense, net of interest income increased $5.8 million to $25.3 million for the year ended December 31, 2024 from $19.6 million for the year ended December 31, 2023, which was primarily attributable to higher levels of borrowing and higher interest rates under our Amended Credit Facility in 2024 compared to 2023.
Other Income (Expense), Net Interest expense, net of interest income increased $8.9 million to $34.2 million for the year ended December 31, 2025 from $25.3 million for the year ended December 31, 2024, which was primarily attributable to higher levels of borrowing and higher interest rates under our senior secured credit facility in 2025 compared to 2024.
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.
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.
The effective tax rate of 25.5% was more favorable than the statutory rate, inclusive of state income taxes, of 26.2%, primarily due to a discrete tax benefit for share-based compensation awards that vested during the year and the positive impact of certain federal tax credits. These favorable items were partially offset by certain nondeductible expense items.
The effective tax rate of 22.2% 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 year. This favorable item was partially offset by certain nondeductible expense items.
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 2024, an increase in performance bonus expense, and an increase in share-based compensation expenses; partially offset by a decrease in signing, retention and other bonus expense.
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 31 Table of Contents performance bonus expense, signing, retention and other bonus expense, and share-based compensation expense.
These multiples are evaluated and adjusted based on specific characteristics of the reporting units relative to the selected guideline companies and applied to the reporting units' operating data to arrive at an indication of value.
These multiples are evaluated and adjusted based on specific characteristics of the reporting units relative to the selected guideline companies and applied to the reporting units' operating data to arrive at an indication of value. The following is a discussion of the goodwill impairment test performed during 2025.
Specifically, multiple performance obligation arrangements require us to allocate the total transaction price to each performance obligation based on its relative standalone selling price, for which we rely on our overall pricing objectives, taking into consideration market conditions and other factors.
Determining the method and amount of revenue to recognize requires us to make judgments and estimates. 36 Table of Contents Specifically, multiple performance obligation arrangements require us to allocate the total transaction price to each performance obligation based on its relative standalone selling price, for which we rely on our overall pricing objectives, taking into consideration market conditions and other factors.
See Note 17 “Income Taxes” within the notes to our consolidated financial statements for additional information on our income tax expense. Net Income and Earnings per Share Net income increased $54.1 million to $116.6 million for the year ended December 31, 2024 from $62.5 million for the year ended December 31, 2023.
See Note 17 “Income Taxes” within the notes to our consolidated financial statements for additional information on our income tax expense. Net Income and Earnings per Share Net income decreased $11.6 million, or 9.9%, to $105.0 million for the year ended December 31, 2025 from $116.6 million for the year ended December 31, 2024.
Revenue Recognition We generate substantially all of our revenues from providing professional services to our clients. We also generate revenues from software licenses, software support and maintenance and subscriptions to our cloud-based analytic tools and solutions, speaking engagements, conferences, and publications.
Revenue Recognition We generate substantially all of our revenues from providing professional services to our clients. We also generate revenues from software licenses, software support and maintenance and subscriptions to our cloud-based analytic tools and solutions, speaking engagements, conferences, and publications. Our revenue is generated under four types of billing arrangements: fixed-fee; time-and-expense; performance-based; and software support, maintenance and subscriptions.
As a percentage of revenues before reimbursable expenses, selling, general and administrative expenses increased to 19.3% during 2024, compared to 18.9% during 2023.
As a percentage of revenues before reimbursable expenses, selling, general and administrative expenses decreased to 19.1% during 2025, compared to 19.3% during 2024.
Diluted earnings per share for the year ended December 31, 2024 increased to $6.27, compared to $3.19 for the year ended December 31, 2023, driven by 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 year ended December 31, 2025 decreased to $5.84, compared to $6.27 for the year ended December 31, 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.
See “Financing Arrangements” below for additional information on our senior secured credit facility. Net cash used in financing activities was $111.6 million in 2024. During 2024, we borrowed $743.5 million and made repayments on our borrowings of $709.8 million.
Net cash used in financing activities was $111.6 million in 2024. During 2024, we borrowed $743.5 million and made repayments on our borrowings of $709.8 million.
OFF-BALANCE SHEET ARRANGEMENTS We are not a party to any material off-balance sheet arrangements. 35 Table of Contents 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”).
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”).
Revenues before reimbursable expenses increased $124.0 million, or 9.1%, to $1.49 billion for the year ended December 31, 2024 from $1.36 billion for the year ended December 31, 2023.
Revenues before reimbursable expenses increased $176.8 million, or 11.9%, to $1.66 billion for the year ended December 31, 2025 from $1.49 billion for the year ended December 31, 2024.
As a percentage of revenues before reimbursable expenses, direct costs decreased to 68.0% during 2024, compared to 69.2% during 2023, primarily attributable to the decrease in contractor expenses and revenue growth that outpaced the increase in performance bonus expense for our revenue-generating professionals; partially offset by an increase in salaries and related expenses for our revenue-generating professionals, as a percentage of revenues before reimbursable expenses.
As a percentage of revenues before reimbursable expenses, direct costs decreased to 67.5% during 2025, compared to 68.0% during 2024, primarily attributable to revenue growth that outpaced the increase in performance bonus expense for our revenue-generating professionals.
(7) The number of Managed Services professionals within our Healthcare segment was 1,420, 924 and 715 as of December 31, 2024, 2023 and 2022, respectively. 26 Table of Contents The number of Managed Services professionals within our Education segment was 110, 126 and 160 as of December 31, 2024, 2023 and 2022, respectively.
The number of Managed Services professionals within our Healthcare segment was 2,117, 1,420 and 924 as of December 31, 2025, 2024 and 2023, respectively. The number of Managed Services professionals within our Education segment was 122, 110 and 126 as of December 31, 2025, 2024 and 2023, respectively.
Selling, General and Administrative Expenses Selling, general and administrative expenses increased by $28.7 million, or 11.1%, to $286.7 million for the year ended December 31, 2024 from $257.9 million for the year ended December 31, 2023.
Selling, General and Administrative Expenses Selling, general and administrative expenses increased by $31.4 million, or 10.9%, to $318.0 million for the year ended December 31, 2025 from $286.7 million for the year ended December 31, 2024.
The $0.4 million of other gains, net for the year ended December 31, 2023 primarily consisted of net remeasurement gains to decrease the fair value of our contingent consideration liabilities related to business combinations.
The $3.1 million of other losses, net for the year ended December 31, 2025 primarily consisted of net remeasurement charges to increase the fair value of our contingent consideration liabilities related to business combinations.
Additionally, restructuring charges incurred in 2023 included $3.0 million of severance-related expenses; $1.8 million for rent and related expenses, net of sublease income, for previously vacated office spaces; $0.9 million related to non-cash lease impairment charges driven by updated sublease assumptions for previously vacated office spaces; and $0.3 million related to the abandonment of a capitalized software development project.
Restructuring charges incurred in 2024 also included $2.3 million of severance-related expenses unrelated to the divestiture; $2.3 million of rent and related expenses, net of sublease income, for previously vacated office spaces; and $0.8 million related to non-cash lease impairment charges driven by updated sublease assumptions for our previously vacated office spaces.
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 increased 96.6% to $6.27 for 2024, compared to $3.19 for 2023.
As a result of the decrease in net income, and partially offset by a reduction in diluted shares outstanding resulting from share repurchases made under our share repurchase plan, diluted earnings per share decreased 6.9% to $5.84 for 2025, compared to $6.27 for 2024.
Segment and Consolidated Operating Results (in thousands, except per share amounts): Year Ended December 31, 2024 2023 2022 Healthcare: Revenues before reimbursable expenses $ 756,263 $ 673,989 $ 534,999 Operating income $ 208,928 $ 172,900 $ 131,227 Segment operating income as a percentage of segment revenues before reimbursable expenses 27.6 % 25.7 % 24.5 % Education: Revenues before reimbursable expenses $ 474,221 $ 429,663 $ 359,835 Operating income $ 108,521 $ 99,098 $ 78,924 Segment operating income as a percentage of segment revenues before reimbursable expenses 22.9 % 23.1 % 21.9 % Commercial: Revenues before reimbursable expenses $ 255,601 $ 258,408 $ 237,621 Operating income $ 51,198 $ 54,202 $ 50,025 Segment operating income as a percentage of segment revenues before reimbursable expenses 20.0 % 21.0 % 21.1 % Total Huron: Revenues before reimbursable expenses $ 1,486,085 $ 1,362,060 $ 1,132,455 Reimbursable expenses 35,720 36,695 26,506 Total revenues $ 1,521,805 $ 1,398,755 $ 1,158,961 Items not allocated at the segment level: Unallocated corporate expenses 191,180 175,206 136,459 Other gains, net (14,466) (444) (218) Restructuring charges 7,590 8,204 3,686 Depreciation and amortization 15,524 17,886 20,271 Operating income 168,819 125,348 99,760 Other income (expense), net (14,803) (41,453) 8,817 Income before taxes 154,016 83,895 108,577 Income tax expense 37,390 21,416 33,025 Net income $ 116,626 $ 62,479 $ 75,552 Earnings per share Basic $ 6.52 $ 3.32 $ 3.73 Diluted $ 6.27 $ 3.19 $ 3.64 25 Table of Contents Segment and Consolidated Operating Results (in thousands, except per share amounts): Year Ended December 31, 2024 2023 2022 Other Operating Data: Number of revenue-generating professionals by segment (at period end) (1) : Healthcare 1,218 1,126 1,004 Education 1,141 1,080 837 Commercial (2) 2,335 2,263 2,116 Total (excluding Managed Services) 4,694 4,469 3,957 Managed Services (3) 1,530 1,050 875 Total 6,224 5,519 4,832 Revenues before reimbursable expenses by capability: Consulting and Managed Services (4)(5) $ 863,859 $ 782,020 $ 637,994 Digital 622,226 580,040 494,461 Total $ 1,486,085 $ 1,362,060 $ 1,132,455 Number of revenue-generating professionals by capability (at period end) (6) : Consulting (4)(7) 1,729 1,598 1,419 Managed Services (4)(7) 1,530 1,050 875 Digital 2,965 2,871 2,538 Total 6,224 5,519 4,832 Utilization rate by capability (8) : Consulting 73.6% 76.6% 75.2% Digital 76.0% 75.3% 71.0% (1) During the first quarter of 2024, we reclassified certain revenue-generating professionals within our Digital capability from our Healthcare and Education segments to our Commercial segment as these professionals are able to provide services across all of our industries.
Segment and Consolidated Operating Results (in thousands, except per share amounts): Year Ended December 31, 2025 2024 2023 Healthcare: Revenues before reimbursable expenses $ 837,537 $ 756,263 $ 673,989 Operating income $ 255,582 $ 208,928 $ 172,900 Segment operating income as a percentage of segment revenues before reimbursable expenses 30.5 % 27.6 % 25.7 % Education: Revenues before reimbursable expenses $ 500,174 $ 474,221 $ 429,663 Operating income $ 113,186 $ 108,521 $ 99,098 Segment operating income as a percentage of segment revenues before reimbursable expenses 22.6 % 22.9 % 23.1 % Commercial: Revenues before reimbursable expenses $ 325,125 $ 255,601 $ 258,408 Operating income $ 55,857 $ 51,198 $ 54,202 Segment operating income as a percentage of segment revenues before reimbursable expenses 17.2 % 20.0 % 21.0 % Total Huron: Revenues before reimbursable expenses $ 1,662,836 $ 1,486,085 $ 1,362,060 Reimbursable expenses 36,307 35,720 36,695 Total revenues $ 1,699,143 $ 1,521,805 $ 1,398,755 Items not allocated at the segment level: Unallocated corporate expenses 217,564 191,180 175,206 Other losses (gains), net 2,968 (14,466) (444) Restructuring charges 6,035 7,590 8,204 Depreciation and amortization 19,488 15,524 17,886 Operating income 178,570 168,819 125,348 Other income (expense), net (43,490) (14,803) (41,453) Income before taxes 135,080 154,016 83,895 Income tax expense 30,040 37,390 21,416 Net income $ 105,040 $ 116,626 $ 62,479 Earnings per share Basic $ 6.02 $ 6.52 $ 3.32 Diluted $ 5.84 $ 6.27 $ 3.19 26 Table of Contents Segment and Consolidated Operating Results (in thousands, except per share amounts): Year Ended December 31, 2025 2024 2023 Other Operating Data: Number of revenue-generating professionals by segment (at period end): Healthcare 1,493 1,218 1,126 Education 1,145 1,141 1,080 Commercial (1)(2) 2,669 2,335 2,263 Total (excluding Managed Services) 5,307 4,694 4,469 Managed Services (3) 2,239 1,530 1,050 Total 7,546 6,224 5,519 Revenues before reimbursable expenses by capability: Consulting and Managed Services (4) $ 976,883 $ 863,859 $ 782,020 Digital 685,953 622,226 580,040 Total $ 1,662,836 $ 1,486,085 $ 1,362,060 Number of revenue-generating professionals by capability (at period end): Consulting 2,215 1,729 1,598 Managed Services (3) 2,239 1,530 1,050 Digital 3,092 2,965 2,871 Total 7,546 6,224 5,519 Utilization rate by capability (5) : Consulting 75.7% 73.6% 76.6% Digital 78.2% 76.0% 75.3% (1) The majority of our revenue-generating professionals within our Commercial segment can provide services across all of our industries, including healthcare and education.
Additional information on our revenues before reimbursable expense by segment follows. 28 Table of Contents • Healthcare revenues before reimbursable expenses increased $82.3 million, or 12.2%, driven by continued strength in demand for our performance improvement, revenue cycle managed services, culture and organizational excellence and strategy and innovation solutions within our Consulting and Managed Services capability and our technology and analytics services within our Digital capability.
Additional information on our revenues before reimbursable expense by segment follows. • Healthcare revenues before reimbursable expenses increased $81.3 million, or 10.7%, 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.
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 second quarter 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.
Net cash used in investing activities was $36.7 million for 2023 which primarily consisted of $25.7 million for payments related to internally developed software to advance our Healthcare and Education software products; $9.4 million for purchases of property and equipment, 33 Table of Contents primarily related to purchases of computers and related equipment and leasehold improvements for certain office spaces; $3.1 million for contributions to our life insurance policies; and $1.6 million for the purchase of a business.
Net cash used in investing activities was $145.8 million for 2025 which primarily consisted of $111.6 million for purchases of businesses; $20.6 million for payments related to internally developed software to advance our Education and Healthcare software products; $10.4 million for purchases of property and equipment, primarily related to purchases of computers and related equipment and leasehold improvements for certain office spaces; and $3.2 million for contributions to our life insurance policies.
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.
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.
Adjusted Net Income and Adjusted Earnings per Share Adjusted net income increased $24.2 million to $120.4 million for the year ended December 31, 2024, compared to $96.2 million for the year ended December 31, 2023.
Adjusted Net Income and Adjusted Earnings per Share Adjusted net income increased $20.4 million, or 16.9% , to $140.8 million for the year ended December 31, 2025, compared to $120.4 million for the year ended December 31, 2024.
We believe that these unrealized losses and gains are not indicative of the ongoing performance of our business and their exclusion permits comparability with prior periods.
These unrealized losses and gains are included as a component of other income (expense), net on our consolidated statement 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.
These items are recorded as a component of other 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.
Transaction-related expenses : 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 to permit comparability with prior periods as these costs are inconsistent in their amount and frequency and are significantly affected by the timing and size of our acquisitions.
Results for 2024 include an $11.1 million litigation settlement gain, net of tax, recognized in the second quarter of 2024 related to a completed legal matter in which Huron was the plaintiff. Results for 2023 include a non-cash impairment loss of $19.4 million, net of tax, related to our investment in a hospital-at-home company.
Results for 2025 include $7.7 million of non-cash impairment charges, net of tax, related to our convertible debt investment in a third-party. Results for 2024 include an $11.1 million litigation settlement gain, net of tax, related to a completed legal matter in which Huron was the plaintiff.
Healthcare operating margin increased to 27.6% from 25.7% primarily due to the decrease in contractor expenses; partially offset by an increase in practice administration and meetings expenses, as a percentage of revenues before reimbursable expenses. • Education operating income increased $9.4 million, or 9.5%, primarily due to the increase in revenues before reimbursable expenses as well as decreases in training expenses and contractor expenses; partially offset by increases in compensation costs for our revenue-generating professionals and support personnel and amortization of capitalized software development costs.
Healthcare operating margin increased to 30.5% from 27.6% primarily due to the decreases in salaries and related expenses for our support personnel, bad debt expense, and practice administration and meetings expenses, and revenue growth that outpaced the increase in salaries and related expenses for our revenue-generating professionals. • Education operating income increased $4.7 million, or 4.3%, 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, promotion and marketing expenses, and project costs.
RESULTS OF OPERATIONS Executive Highlights Highlights from the year ended December 31, 2024 include the following: • Revenues before reimbursable expenses increased 9.1% to $1.49 billion in 2024 from $1.36 billion in 2023. • Net income as a percentage of total revenues increased to 7.7% in 2024, compared to 4.5% in 2023. • Adjusted EBITDA as a percentage of revenues before reimbursable expenses increased to 13.5% in 2024 from 12.3% in 2023. • Diluted EPS increased 96.6% to $6.27 for 2024, compared to $3.19 for 2023.
RESULTS OF OPERATIONS Executive Highlights Highlights from the year ended December 31, 2025 include the following: • Revenues before reimbursable expenses increased 11.9% to $1.66 billion in 2025 from $1.49 billion in 2024. • Net income as a percentage of total revenues was 6.2% in 2025, compared to 7.7% in 2024.
See Note 3 “Acquisitions and Divestiture” within the notes to our consolidated financial statements for additional information on our acquisitions and Note 13 “Fair Value of Financial Instruments” within the notes to our consolidated financial statements for additional information on our contingent consideration liabilities.
Increases or decreases in the fair value of contingent consideration liabilities resulting from changes in the estimates or assumptions could materially impact the financial statements. 37 Table of Contents See Note 3 “Acquisitions and Divestiture” within the notes to our consolidated financial statements for additional information on our acquisitions and Note 13 “Fair Value of Financial Instruments” within the notes to our consolidated financial statements for additional information on our contingent consideration liabilities.
The number of Managed Services professionals increased 45.7% to 1,530 as of December 31, 2024 from 1,050 as of December 31, 2023.
The number of Managed Services professionals increased 46.3% to 2,239 as of December 31, 2025 from 1,530 as of December 31, 2024.
Our Consolidated Leverage Ratio as of December 31, 2024 was 1.39 to 1.00, compared to 1.59 to 1.00 as of December 31, 2023. Our Consolidated Interest Coverage Ratio as of December 31, 2024 was 10.50 to 1.00, compared to 10.85 to 1.00 as of December 31, 2023.
Our Consolidated Leverage Ratio as of December 31, 2025 was 1.93 to 1.00, compared to 1.39 to 1.00 as of December 31, 2024.
These non-GAAP financial measures are used by management in their 22 Table of Contents financial and operating decision making because management believes they reflect our ongoing business in a manner that allows for meaningful period-to-period comparisons.
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.
Education operating margin decreased to 22.9% from 23.1% primarily driven by an increase in salaries and related expenses for our revenue-generating professionals, as a percentage of revenues before reimbursable expenses; partially offset by the decrease in performance bonus expense for our revenue-generating professionals. • Commercial operating income decreased $3.0 million, or 5.5%, primarily due to the decrease in revenues before reimbursable expenses as well as increases in compensation costs for our revenue-generating professionals and software and data hosting expenses; partially offset by decreases in promotion and marketing expenses and restructuring charges.
Education operating margin decreased to 22.6% from 22.9% primarily driven by the increases in amortization of internally developed software, salaries and related expenses for our support personnel, contractor expenses, practice administration and meetings expenses, projects costs and promotion and marketing expenses, all as percentages of revenues before reimbursable expenses; partially offset by revenue growth that outpaced the increase in salaries and related expenses for our revenue-generating professionals and the decrease in performance bonus expense for our revenue-generating professionals. • Commercial operating income increased $4.7 million, or 9.1%, primarily due to the increase in revenues before reimbursable expenses, partially offset by increases in compensation costs for our revenue-generating professionals, contractor expenses, salaries and related expenses for our support personnel and restructuring charges.
The utilization rate within our Digital capability increased to 76.0% in 2024, compared to 75.3% in 2023. Our total number of revenue-generating professionals, excluding Managed Services professionals, increased 5.0% to 4,694 as of December 31, 2024, compared to 4,469 as of December 31, 2023, as a result of hiring to support the overall increase in demand for our services.
Our total number of revenue-generating professionals, excluding Managed Services professionals, increased 13.1% to 5,307 as of December 31, 2025, compared to 4,694 as of December 31, 2024, as a result of the acquisitions completed since December 31, 2024 and hiring to support the overall increase in demand for our services.
The $79.1 million increase in compensation costs reflects our investment to grow our talented team to meet increased market demand and is primarily attributable to a $76.7 million increase in salaries and related expenses driven by increased headcount and annual salary increases that went into effect in the first quarter of 2024 and a $5.5 million increase in performance bonus expense; partially offset by a $2.8 million decrease in signing, retention and other bonus expense.
The $99.0 million increase in compensation costs reflects our investment to grow our talented team to meet increased market demand and is primarily attributable to an $87.2 million increase in salaries and related expenses driven by the recent acquisitions, hiring to support the overall increase in demand for our services, and annual salary increases that went into effect in the first quarter of 2025, as well as a $6.3 million increase in performance bonus expense, a $4.4 million increase in signing, retention and other bonus expense, and a $1.0 million increase in share-based compensation expense.
The $67.4 million increase primarily related to a $79.1 million increase in compensation costs for our revenue-generating professionals and a $4.0 million increase in technology costs, partially offset by a $14.4 million decrease in contractor expenses.
The $112.4 million increase primarily related to a $99.0 million increase in compensation costs for our revenue-generating professionals, an $8.7 million increase in contractor expenses, and a $3.0 million increase in technology costs.
The borrowings and repayments during 2024 include the $275.0 million Term Loan proceeds which were used to repay borrowings under the Revolver in the first quarter of 2024. The net borrowings of $33.7 million were primarily used to fund our operations, including our annual performance bonus payments in the first quarter of 2024.
The borrowings and repayments during 2024 include the $275.0 million term loan proceeds received under the Existing Credit Agreement in the first quarter of 2024, which were used to repay borrowings under the revolver in the first quarter 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) Year Ended December 31, Increase / (Decrease) 2024 2023 Healthcare $ 208,928 27.6% $ 172,900 25.7% $ 36,028 Education $ 108,521 22.9% $ 99,098 23.1% $ 9,423 Commercial $ 51,198 20.0% $ 54,202 21.0% $ (3,004) Unallocated Corporate Expenses (in thousands) Unallocated corporate expenses $ 191,180 $ 175,206 $ 15,974 • Healthcare operating income increased $36.0 million, or 20.8%, primarily due to the increase in revenues before reimbursable expenses and a decrease in contractor expenses; partially offset by increases in compensation costs for our revenue-generating professionals, practice administration and meetings expenses, technology costs, bad debt expense, and promotion and marketing expenses.
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) Year Ended December 31, Increase / (Decrease) 2025 2024 Healthcare $ 255,582 30.5% $ 208,928 27.6% $ 46,654 Education $ 113,186 22.6% $ 108,521 22.9% $ 4,665 Commercial $ 55,857 17.2% $ 51,198 20.0% $ 4,659 Unallocated Corporate Expenses (in thousands) Unallocated corporate expenses $ 217,564 $ 191,180 $ 26,384 • Healthcare operating income increased $46.7 million, or 22.3%, 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 meetings expenses; partially offset by increases in compensation costs for our revenue-generating professionals and technology expenses.
The Term Loan is subject to scheduled quarterly amortization payments of $3.4 million which began June 30, 2024 and continue through the maturity date of November 15, 2027, at which time the outstanding principal balance and all accrued interest will be due.
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.
The overall increase in revenues before reimbursable expenses reflects continued strength in demand for both our Consulting and Managed Services capability and Digital capability within our Healthcare and Education segments, and reflects our focus on accelerating growth in our healthcare and education industries.
The overall increase in revenues before reimbursable expenses reflects strength in demand for our Consulting and Managed Services capabilities within all three of our segments, as well as continued strength in demand for our Digital capabilities within our Commercial and Education segments.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeDollar (USD) and the Indian Rupee (INR) related to our operations in India as part of our global delivery model. We hedge a portion of our cash flow exposure related to our INR-denominated intercompany expenses by entering into non-deliverable foreign exchange forward contracts.
Biggest changeWe 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.
We have a preferred stock 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.
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.
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 December 31, 2024 and 2023, the aggregate notional amount of our forward interest rate swap agreements was $250.0 million.
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 December 31, 2025 and 2024, the aggregate notional amount of our forward interest rate swap agreements was $250.0 million.
Due to the short maturity of these investments, we have concluded that we do not have material market risk exposure. Refer to Note 12 “Derivative Instruments and Hedging Activity” within the notes to our consolidated financial statements for additional information on our derivative instruments. 39 Table of Contents
Due to the short maturity of these investments, we have concluded that we do not have material market risk exposure. Refer to Note 12 “Derivative Instruments and Hedging Activity” within the notes to our consolidated financial statements for additional information on our derivative instruments.
The sensitivity of the hedge 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 hedge position and does not reflect the offsetting gain or loss on the underlying exposure.
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.
At December 31, 2024, we had borrowings outstanding under the credit facility totaling $357.7 million that carried a weighted average interest rate of 4.7%, including the impact of the interest rate swaps described below.
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 a $1.1 million effect on our pretax income on an annualized basis, including the effect of the interest rate swaps.
A hypothetical 100 basis point change in the interest rate would have a $2.6 million effect on our pretax income on an annualized basis, including the effect of the interest rate swaps.
A hypothetical 100 basis point change in the interest rate would have had a $0.7 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.
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. 39 Table of Contents We enter into forward interest rate swap agreements to hedge against the interest rate risks of our variable-rate borrowings.
As of December 31, 2024 and 2023, the aggregate notional amounts of these contracts were INR 1.40 billion, or $16.3 million, and INR 1.38 billion, or $16.6 million, respectively, based on the exchange rates in effect as of each period end.
Indian Rupee Forward Contracts : As of December 31, 2025 and 2024, the aggregate notional amounts of these contracts were Indian Rupee (INR) 1.47 billion, or $16.3 million, and INR 1.40 billion, or $16.3 million, respectively, based on the exchange rates in effect as of each period end.
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 will bear interest at one, three or six month Term SOFR or, in the case of the Revolver, an alternate base rate.
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 will bear interest at one, three or six month Term SOFR or, in each case plus the applicable margin.
A hypothetical 100 basis point change in the foreign currency exchange rate between the USD and INR would have an immaterial impact on the fair value of our hedge instruments as of December 31, 2024 and 2023.
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 hedge instruments as of December 31, 2025 and 2024.
The outstanding foreign exchange forward contracts as of December 31, 2024 are scheduled to mature monthly through December 31, 2025. 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 currency exchange rate hedge portfolio.
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.
At December 31, 2023, we had borrowings outstanding under the credit facility totaling $324.0 million that carried a weighted average interest rate of 4.2%, including the impact of the interest rate swaps described below.
At December 31, 2025, we had borrowings outstanding under the Amended Credit Agreement totaling $511.0 million that carried a weighted average interest rate of 5.3%, including the impact of the interest rate swaps described below.
The outstanding interest rate swap agreements as of December 31, 2024 are scheduled to mature on a staggered basis through January 31, 2029. Foreign Currency Risk We are exposed to foreign currency risk in the ordinary course of business. We have exposure to changes in foreign currency exchange rates between the U.S.
The outstanding interest rate swap agreements as of December 31, 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.
As of December 31, 2024, the fair value of the investment was $62.3 million, with a total cost basis of $40.9 million. At December 31, 2023, the fair value of the investment was $68.0 million, with a total cost basis of $40.9 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 2025 was driven by a decrease in the projected cash flows of Shorelight, which reflects the current federal regulatory environment in which Shorelight operates.
As of both December 31, 2024 and 2023, the carrying value of the investment was $7.4 million, with a total cost basis of $5.0 million. 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.
Refer to Note 13 “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.
Added
The outstanding foreign exchange forward contracts as of December 31, 2025 are scheduled to mature monthly through December 31, 2026. Canadian Dollar Forward Contracts : As of December 31, 2025, the notional amount of our outstanding Canadian Dollar forward contract was $25.0 million which is scheduled to settle on March 31, 2026.
Added
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.
Added
As of December 31, 2025, the fair value of the investment was $34.1 million with a total cost basis of $40.9 million. The fair value of $34.1 million as of December 31, 2025 includes a non-cash credit-related impairment charge of $10.4 million.
Added
As of December 31, 2025 and 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.
Added
Upon the completion of the merger in the second quarter of 2025, we recognized an additional $0.8 million noncash 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.

Other HURN 10-K year-over-year comparisons