Financial Analysis

On March 4, 2025, the Company acquired TopBloc, LLC (TopBloc), a leading, tech-enabled Workday consultancy, for $340.0 million, consisting of 90 percent cash and 10 percent equity. TopBloc is part of the Commercial Segment and its results of operations are included in the consolidated results of the Company from the date of its acquisition. The purchase accounting for this acquisition has been finalized. The fair value of the identifiable intangible assets and goodwill related to this acquisition is as follows (in millions): Estimated Useful Life in Years Customer relationships 7 $ 42.1 Internally-developed software 3 4.4 Trademarks Indefinite 32.4 $ 78.9 Goodwill $ 248.7 __________ Approximately of $218.1 million the goodwill for the TopBloc acquisition is deductible for income taxes. …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Purchase Obligations The Company's purchase obligations include non-cancelable job board service agreements, outsourcing services, software maintenance and license agreements and software subscriptions. The following is a summary of these obligations as of December 31, 2025 (in millions): 2026 $ 81.3 2027 52.0 2028 44.1 2029 26.0 2030 13.8 $ 217.2 __________ In the fourth quarter of 2025, the Company entered into a multi-year contract for outsourcing services and the total non-cancelable future purchase obligations related to this contract are reflected in the table above. Other Commitments The workers' compensation loss reserves were $2.2 million and $2.8 million, net of anticipated insurance and indemnification recoveries of $9.5 million and $10.5 million, at December 31, 2025 and 2024, respectively. To secure obligations for workers compensation claims and other obligations, the Company has undrawn stand-by letters of credit of $3.7 million. Certain employees participate in the Companys Amended and Restated Change in Control Severance Plan and/or have separate agreements that provide for certain benefits in the event of termination at the Company's convenience, as defined by the plan or agreement. Generally, these benefits are based on the employees position in the Company and include severance and continuation of health insurance, and may contain acceleration of equity grants and a pro-rata bonus based on the portion of the year employed. Legal Proceedings The Company is …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Year Ended December 31, 2025 2024 2023 FFP $ 348.7 $ 367.7 $ 386.7 T&M 474.6 522.0 504.9 Cost reimbursable 366.9 341.3 384.6 $ 1,190.2 $ 1,231.0 $ 1,276.2

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"The Company believes that stock-based compensation aligns the interests of its employees and directors with those of its stockholders. Stock-based compensation provides incentives to retain and motivate executive officers and key employees responsible for driving Company performance and maintaining important relationships that contribute to the growth of the Company. As of December 31, 2025, the Company has two stock-based compensation plans: 2010 Plan On June 13, 2019, the stockholders of the Company approved the Second Amended and Restated 2010 Incentive Award Plan, and on June 12, 2025, approved the First Amendment to the plan (together, the ""2010 Plan""). The 2010 Plan permits the grant of incentive stock options, nonqualified stock options, dividend equivalent rights, stock payments, deferred stock, restricted stock awards, restricted stock units (""RSUs""), performance shares and other incentive awards, stock appreciation rights and cash awards to its employees, directors, and consultants. As of December 31, 2025, there were 3.6 million shares available for issuance under the 2010 Plan. 2012 Plan The Board of Directors adopted the Second Amended and Restated 2012 Employment Inducement Incentive Award Plan on April 26, 2018 (the ""2012 Plan""), which is amended from time to time to add additional shares. The 2012 Plan allows for grants of stock to employees as employment inducement awards pursuant to NYSE rules. The terms of the 2012 Plan are similar to the 2010 Plan. …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Recurring Fair Value Measurements The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued payroll approximate their fair value based on their short-term nature. Nonrecurring Fair Value Measurements Certain assets, such as goodwill and trademarks, are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, such as, when there is evidence of impairment. There were no fair value adjustments for non-financial assets or liabilities during the year ended December 31, 2025. The carrying amount of long-term debt recorded in the Companys accompanying consolidated balance sheet at December 31, 2025 was $1.2 billion (see Note 9. Long-Term Debt) and its fair value was slightly less than the carrying value. The fair value for the term loan B and senior notes was determined using quoted prices in active markets for identical liabilities (Level 1 inputs) and the fair value for the term loan A was determined using quotes prices in active markets for similar liabilities (Level 2 inputs). The carrying value of the revolving credit facility approximates its fair value. …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

The following table summarizes the activity related to the carrying amount of goodwill by reportable segment since December 31, 2023 (in millions). See Note 15. Segment Reporting for more information on the Company's reportable segments. Commercial Federal Government Total Balance as of December 31, 2023 $ 1,075.8 $ 818.3 $ 1,894.1 Translation adjustment (1.0) (1.0) Balance as of December 31, 2024 1,074.8 818.3 1,893.1 Acquisition of TopBloc 248.7 248.7 Translation adjustment 1.4 1.4 Balance as of December 31, 2025 $ 1,324.9 $ 818.3 $ 2,143.2 Acquired intangible assets consisted of the following (in millions): December 31, 2025 December 31, 2024 Estimated Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Subject to amortization: Customer and contractual relationships 6 - 13 $ 447.4 $ 305.2 $ 142.2 $ 405.3 $ 245.0 $ 160.3 Non-compete agreements 3 - 7 21.4 18.2 3.2 21.4 14.7 6.7 Internally-developed software 3 4.4 1.2 3.2 473.2 324.6 148.6 426.7 259.7 167.0 Not subject to amortization: Trademarks 305.2 305.2 272.8 272.8 $ 778.4 $ 324.6 $ 453.8 $ 699.5 $ 259.7 $ 439.8 Estimated future amortization expense is as follows (in millions): 2026 $ 54.5 2027 40.4 2028 23.1 2029 17.0 2030 11.0 Thereafter 2.6 $ 148.6 …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

Income from continuing operations before income taxes consists of the following (in millions): Year Ended December 31, 2025 2024 2023 United States $ 146.5 $ 222.1 $ 283.5 Foreign 16.1 18.0 14.2 $ 162.6 $ 240.1 $ 297.7 The provision for income taxes consists of the following (in millions): Year Ended December 31, 2025 2024 2023 Current: Federal $ (1.7) $ 19.2 $ 34.8 State 0.4 7.3 11.8 Foreign 6.3 6.9 5.0 5.0 33.4 51.6 Deferred: Federal and State 45.5 31.8 28.5 Foreign (1.4) (0.3) (1.7) 44.1 31.5 26.8 Provision for income taxes $ 49.1 $ 64.9 $ 78.4 The reconciliation between the amount computed by applying the U.S. federal statutory tax rate of 21 percent to income before income taxes and the income tax provision is as follows (in millions): Year Ended December 31, 2025 Amount Percent Income tax provision at the statutory rate $ 34.1 21.0 % State income taxes, net of federal benefit (1) 7.0 4.3 % Nontaxable or nondeductible items Nondeductible executive compensation 3.4 2.1 % Disallowed meals and entertainment expenses 1.0 0.6 % Stock-based compensation 2.7 1.7 % Other 3.3 2.0 % Tax credits Work opportunity tax credit, net (1.7) (1.0) % Other (0.7) (0.4) % $ 49.1 30.2 % __________ (1) The states that contribute to the majority (greater than 50%) of the tax effect in this category include California, Illinois, New York, Texas and Virginia. Year Ended December 31, 2024 2023 Income tax provision at the statutory rate $ 50.4 $ 62.5 State income taxes, net of federal benefit 9.9 13 …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

The Company has operating leases for corporate offices, branch offices, and data centers. The following table includes certain information about these leases (dollars in millions). Year Ended December 31, 2025 2024 2023 Components of lease expense Operating lease expense $ 23.4 $ 23.6 $ 26.1 Short-term lease expense 5.8 5.8 7.5 Variable lease expense 4.4 5.1 5.7 $ 33.6 $ 34.5 $ 39.3 Weighted-average remaining lease term of operating leases 3.6 Years 3.9 Years 3.9 years Weighted-average discount rate of operating leases 5.45 % 5.32 % 5.03 % Supplemental cash flow information Cash paid for operating lease liabilities $ 24.3 $ 23.3 $ 26.3 Right-of-use assets obtained with lease liabilities $ 17.0 $ 19.0 $ 36.3 Future maturities of operating lease liabilities are as follows (in millions): 2026 $ 23.8 2027 18.2 2028 13.1 2029 9.5 2030 2.4 Thereafter 2.0 Total future minimum lease payments 69.0 Less: imputed interest 6.5 $ 62.5 …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

"Long-term debt consisted of the following (in millions): December 31, 2025 2024 Senior Secured Credit Facility: $500 million revolving credit facility, due 2028 $ 45.0 $ Term loan A, due 2028 98.8 Term loan B, due 2030 488.8 493.8 Unsecured Senior Notes, due 2028 550.0 550.0 1,182.6 1,043.8 Unamortized deferred loan costs (4.4) (5.3) Principal payments due in the next 12 months (8.8) (5.0) Long-term debt $ 1,169.4 $ 1,033.5 __________ The Company is required to make quarterly minimum principal payments until maturity as follows: (i) for term loan A, payments totaling $2.5 million for the first year and $5.0 million annually thereafter, and (ii) for term loan B, payments totaling $5.0 million annually. These payments are reflected in other current liabilities on the accompanying consolidated balance sheets. Considering the annual required principal payments for the term loans, the balances due at maturity will be $90.0 million for term loan A and $466.3 million for term loan B. Senior Secured Credit Facility In July 2025, the Company amended its senior secured credit facility (the ""facility). The amendment provided an incremental term loan facility (""term loan A"") in an aggregate principal amount of $100.0 million. Term loan A bears interest, at the Company's election, at (i) the secured overnight financing rate (""SOFR"") plus 1.50 to 2.50 percent, or (ii) the bank's base rate plus 0.50 to 1.50 percent. Borrowings under the $488.8 million term loan B bear interest, at the …

LongTermDebtTextBlock · excerpt; the full note is in the filing

"3. Accounting Standards Update Recently Adopted Accounting Pronouncements: In December 2023, the Financial Accounting Standards Board (""FASB"") issued ASU No. 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures, which requires (i) a tabular tax rate reconciliation using specified categories and presenting both percentages and amounts, and (ii) disclosure of income taxes paid disaggregated by jurisdiction if the amount is above a specified threshold. The adoption of this update did not have an effect on the Company's financial position, results of operations or cash flows (see N ote 13. Income Taxes) . Accounting Pronouncements Issued and Not Yet Adopted: In November 2024, the FASB issued ASU No. 2024-03, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses, which requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions within the income statement. In January 2025, the FASB issued ASU No. 2025-01, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40) Clarifying the Effective Date. The amendments in this update may be applied either prospectively or retrospectively, and are effective for fiscal years beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginni …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

"ASGN provides IT solutions across the commercial and government sectors. ASGN operates through two segments, Commercial and Federal Government. The Commercial Segment, which is the largest segment, provides consulting, creative digital marketing, and permanent placement services primarily to Fortune 1000 and large mid-market companies. The Federal Government Segment provides advanced IT solutions in data and AI, cybersecurity, and enterprise transformation to the following four customer types: (i) Defense and Intelligence, (ii) National Security, (iii) Federal Civilian, and (iv) other clients. Virtually all of the Company's revenues are generated in the United States. The Company's chief executive officer (""CEO"") is the chief operating decision maker and he reviews revenues, gross profit and operating income for each segment. He also considers forecast-to-actual variances on a monthly basis for these financial measures when making decisions about allocating resources to the segments and uses these segment financial measures in the annual budget process. The CEO does not evaluate, manage or measure performance of segments using asset information. Accordingly, assets by reportable segment are not disclosed. Segment information is as follows (in millions): Year Ended December 31, 2025 Commercial Federal Government Total Revenues Consulting $ 1,290.1 $ 1,190.2 $ 2,480.3 Assignment 1,500.1 1,500.1 2,790.2 1,190.2 3,980.4 Costs of services 1,875.8 955.5 2,831.3 Gross profit 914. …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"Revenue Recognition Revenues are recognized as control of the promised service is transferred to customers, in an amount that reflects the consideration expected in exchange for the services. The Company recognizes revenues on a gross basis as it acts as a principal for all of its revenue transactions. The Company has direct contractual relationships with its customers, bears the risks and rewards of its arrangements, has the discretion to select the billable professionals, and establish the price for the services to be provided. The majority of the Company's services are provided under time-and-materials (""T&M"") contracts where payments are based on fixed hourly rates for each direct labor hour expended and reimbursements for allowable material costs and out-of-pocket expenses. Revenues for T&M contracts are recognized over time, based on hours worked, because the customer simultaneously receives and consumes the benefits as services are provided. Generally, the performance of the requested service over time is a single performance obligation. To the extent actual direct labor and associated costs vary in relation to the agreed upon billing rates, the generated profit may vary. The Company has certain firm-fixed-price (""FFP"") contracts in which revenues are recognized using a cost-to-cost measurement method. The Federal Government Segment also provides services under cost reimbursable and FFP contracts, which are recognized over time based on the amount invoiced …

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Under stock repurchase programs approved by the Companys Board of Directors, the Company repurchased 3.1 million of its common shares for $171.8 million during 2025 and 3.5 million shares for $329.3 million during 2024. All repurchased shares have been retired. Under the $1.0 billion stock repurchase program, which was announced on November 20, 2025 and superseded the previous program, there was approximately $972.0 million remaining at year end for future stock repurchases. …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Acquisition In March 2026, the Company acquired Quinnox Inc. (Quinnox), an agile, results-driven digital solutions provider, for $290.0 million in cash. Quinnox is part of the Commercial Segment and its results of operations are included in the consolidated results of the Company from the date of its acquisition. The purchase accounting for this acquisition remains incomplete with respect to the provisional fair value of assets acquired and liabilities assumed, as management continues to gather and evaluate information about circumstances that existed as of the acquisition date. Measurement period adjustments will be recognized prospectively within 12 months from the date of acquisition. The preliminary fair value of the identifiable intangible asset and goodwill related to this acquisition is as follows (in millions): Estimated Useful Life in Years Customer relationships 13 $ 173.6 Goodwill $ 137.4 __________ None of the Quinnox goodwill is tax-deductible. …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

"Commitments and Contingencies We are involved in various legal proceedings, investigations, claims, indemnification claims, and litigation, including purported collective class and Private Attorneys General Act (""PAGA"") actions alleging violations of wage and hour laws, job posting laws, and other actions. However, based on the facts currently available, we do not believe that the disposition of matters that are pending or asserted will have a material effect on our financial position, results of operations, or cash flows."

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"Commercial segment revenues by industry are as follows (in millions): Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Consumer and Industrial $ 230.8 $ 235.1 $ 454.8 $ 449.3 Technology, Media, and Telecom 144.7 137.0 282.9 270.2 Financial Services 132.5 135.8 259.3 270.2 Healthcare 116.9 118.0 233.0 225.4 Business Services 76.8 82.2 147.2 165.2 $ 701.7 $ 708.1 $ 1,377.2 $ 1,380.3 __________ The Company updated its revenue disaggregation for the Commercial Segment to reflect the evolution of the Companys go-to market strategy, which is industry-focused. Prior-period revenue disaggregation has been updated to conform to the current period presentation. Federal Government Segment revenues by customer type are as follows (in millions): Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Department of Defense and Intelligence Agencies $ 127.2 $ 136.2 $ 248.3 $ 265.1 National Security 94.2 87.3 178.8 161.4 Federal Civilian 51.3 57.8 105.9 119.8 Other 32.6 31.2 65.1 62.3 $ 305.3 $ 312.5 $ 598.1 $ 608.6 Approximately 90% of Commercial Segment revenue was generated from time-and-materials (""T&M"") contracts, with the remainder generated from firm-fixed-price contracts. Federal Government Segment revenues by contract type are as follows (in millions): Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Firm-fixed-price $ 83.3 $ 86.0 $ 173.5 $ 176.0 T&M 115.6 128.1 221.6 254.2 Cost reimbursable 106.4 98.4 20 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

Fair Value Measurements Recurring Fair Value Measurements The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued payroll approximate their fair value based on their short-term nature. Nonrecurring Fair Value Measurements Certain assets, such as goodwill and trademarks, are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, such as, when there is evidence of impairment. There were no fair value adjustments for non-financial assets or liabilities during the six months ended June 30, 2026. The carrying amount of long-term debt recorded in the Companys accompanying condensed consoli dated balance sheet at June 30, 2026 was approximately $1.5 billion (see Note 5. Long-Term Debt ) and its fair value was approximately $1.4 billion. The fa ir value for the term loan B and senior notes was determined using quoted prices in active markets for identical liabilities (Level 1 inputs) and the fair value for the term loan A was determined using quotes prices in active markets for similar liabilities (Level 2 inputs). The carrying value of the revolving credit facility approximates its fair value. …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Goodwill and Identifiable Intangible Assets Goodwill by reportable segment is as follows (in millions): Commercial Federal Government Total Balance as of December 31, 2024 $ 1,074.8 $ 818.3 $ 1,893.1 Acquisition of TopBloc 248.7 248.7 Translation adjustment 1.4 1.4 Balance as of December 31, 2025 1,324.9 818.3 2,143.2 Acquisition of Quinnox 137.4 137.4 Translation adjustment (0.2) (0.2) Balance at June 30, 2026 $ 1,462.1 $ 818.3 $ 2,280.4 Acquired identifiable intangible assets consisted of the following (in millions): June 30, 2026 December 31, 2025 Estimated Useful Life in Years Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Subject to amortization: Customer and contractual relationships 6 - 13 $ 621.0 $ 334.8 $ 286.2 $ 447.4 $ 305.2 $ 142.2 Non-compete agreements 3 - 7 21.4 19.6 1.8 21.4 18.2 3.2 Internally-developed software 3 4.4 2.0 2.4 4.4 1.2 3.2 646.8 356.4 290.4 473.2 324.6 148.6 Not subject to amortization: Trademarks 305.2 305.2 305.2 305.2 $ 952.0 $ 356.4 $ 595.6 $ 778.4 $ 324.6 $ 453.8 Estimated future amortization expense is as follows (in millions): Remainder of 2026 $ 34.6 2027 53.3 2028 36.1 2029 30.7 2030 25.0 Thereafter 110.7 $ 290.4 …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

Income Taxes For interim reporting periods, the Companys provision for income taxes is calculated using its annualized estimated effective tax rate for the year. This rate is based on its estimated full-year income and the related income tax expense for each jurisdiction in which the Company operates. The effective tax rate can be affected by changes in the geographical mix, permanent differences, and the estimate of full year pre-tax accounting income. This rate is adjusted for the effects of discrete items occurring in the period. …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

"Long-Term Debt Long-term debt consisted of the following (in millions): June 30, 2026 December 31, 2025 Senior Secured Credit Facility: $500 million revolving credit facility, due 2028 $ 318.0 $ 45.0 Term loan A, due 2028 97.5 98.8 Term loan B, due 2030 486.3 488.8 Unsecured Senior Notes, due 2028 550.0 550.0 1,451.8 1,182.6 Unamortized deferred loan costs (3.7) (4.4) Principal payments due in the next 12 months (10.0) (8.8) Long-term debt $ 1,438.1 $ 1,169.4 __________ The Company is required to make quarterly minimum principal payments on its term loans until maturity as follows: (i) for term loan A, payments totaling $2.5 million for the first year and $5.0 million annually thereafter, and (ii) for term loan B, payments totaling $5.0 million annually. These payments are reflected in other current liabilities on the accompanying condensed consolidated balance sheets. Considering the annual required principal payments, the balances due at maturity will be $90.0 million for term loan A and $466.3 million for term loan B. Senior Secured Credit Facility The Companys senior secured credit facility (the ""facility) is comprised of a term loan A, term loan B, and a $500.0 million revolving credit facility (the ""revolver""). At the Company's election, interest rates are as follows: i. Term loan A secured overnight financing rate (""SOFR"") plus 1.50 to 2.50 percent, or the bank's base rate plus 0.50 to 1.50 percent, depending on leverage levels. ii. Term loan B SOFR plus 1.75 per …

LongTermDebtTextBlock · excerpt; the full note is in the filing

"Segment Reporting Everforth is a technology and digital engineering company that provides IT solutions to clients across the commercial and government sectors through its two segments: Commercial Segment and Federal Government Segment (see Note 1. General ). The Company's chief operating decision maker is its chief executive officer, and he reviews segment revenues, gross profit and operating income for each segment. He also considers forecast-to-actual variances on a monthly basis for these financial measures when making decisions about allocating resources to the segments and uses these segment financial measures in the annual budget process. Virtually all of the Company's revenues are generated in the United States. Segment information is as follows (in millions): Three Months Ended June 30, 2026 Six Months Ended June 30, 2026 Commercial Federal Government Total Commercial Federal Government Total Revenues $ 701.7 $ 305.3 $ 1,007.0 $ 1,377.2 $ 598.1 $ 1,975.3 Costs of services 476.8 245.6 722.4 943.1 481.0 1,424.1 Gross profit 224.9 59.7 284.6 434.1 117.1 551.2 Segment depreciation and other amortization 11.2 2.0 13.2 22.2 3.9 26.1 Other segment expenses 154.8 27.7 182.5 305.6 54.3 359.9 Segment SG&A expenses 166.0 29.7 195.7 327.8 58.2 386.0 Amortization of intangible assets 11.6 5.7 17.3 20.4 11.4 31.8 Segment operating income 47.3 24.3 71.6 85.9 47.5 133.4 Corporate SG&A expenses 30.5 64.6 Operating income 41.1 68.8 Interest expense, net 20.4 37.5 Income before …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing