DEF 14A of Factset Research Systems Inc, Oct 27, 2025

DEF 14A of Factset Research Systems Inc

Filed Oct 27, 2025 · FY20250001628280-25-046442

Open on EDGAR

  1. Proposal 1 — Election of Directors

    Proposal 1 — Election of Directors The Board of Directors (the "Board") of FactSet Research Systems Inc. ("FactSet," the "Company," "we," "our," or "us") has nominated each of the ten individuals indicated below to serve a term as a director. All are independent other than Mr. Viswanathan, our Chief Executive Officer ("CEO"). If elected at the Meeting, each director is expected to serve until the 2026 Annual Meeting of Stockholders. Below is a summary of our Board, including the ten nominees.

  2. Proposal 1 — Election of Directors

    | Name | Position | Independent | Age | Director Since | AC | CTC | NCGC | | Robin A. Abrams | Director | Yes | 74 | 2011 | ♦ | | C | | Siew Kai Choy | Director | Yes | 60 | 2020 | ♦ | | | | Barak Eilam | Director | Yes | 50 | 2024 | | ♦ | | | Malcolm Frank | Chair | Yes | 59 | 2016 | | ♦ | ♦ | | Laurie G. Hylton | Director | Yes | 59 | 2024 | C | | | | James J. McGonigle* | Lead Independent Director | Yes | 62 | 2002 | | | ♦ | | Lee Shavel | Director | Yes | 58 | 2020 | | | ♦ | | Laurie Siegel | Director | Yes | 69 | 2015 | | C | | | Maria Teresa Tejada | Director | Yes | 58 | 2022 | ♦ | | | | Sanoke Viswanathan | CEO | No | 50 | 2025 | | | | | Elisha Wiesel | Director | Yes | 53 | 2023 | | | |

  3. Proposal 1 — Election of Directors

    AC Audit Committee CTC Compensation & Talent Committee NCGC Nominating & Corporate Governance Committee ♦ Member C Committee Chair *Mr. McGonigle is not standing for re-election and will retire from our Board on December 1, 2025.

  4. Proposal 5 — FactSet Research Systems Inc. 2025 Omnibus Incentive Plan

    Proposal 5 — FactSet Research Systems Inc. 2025 Omnibus Incentive Plan Upon the recommendation of the Compensation and Talent Committee, the Board has adopted the FactSet Research Systems Inc. 2025 Omnibus Incentive Plan (the “2025 Plan”), subject to approval by the Company’s stockholders at the 2025 Annual Meeting. The 2025 Plan is intended to replace the Company’s existing equity compensation plans — the FactSet Research Systems Inc. Stock Option and Award Plan, as amended and restated as of December 19, 2017, and the FactSet Research Systems Inc. Non-Employee Directors’ Stock Option and Award Plan, as amended and restated as of December 19, 2017. For a detailed discussion of the FactSet Research Systems Inc. 2025 Omnibus Incentive Plan, see "Proposal 5: Approval of FactSet Research Systems Inc. 2025 Omnibus Incentive Plan" beginning on page 67. Proposal 6 — Approval of Amendment and Restatement of the Certificate of Incorporation to Change the Stockholder Vote Required for Amendment of the Provision for Stockholder Action by Written Consent from Supermajority to Majority, and Implement Other Ministerial Changes The Board voted to approve, and to recommend to our stockholders that they approve, an amendment and restatement of the Certificate of Incorporation to change the provision of the Certificate of Incorporation covering stockholder action by written consent so that the voting standard for amendment of that provision is a simple majority of outstanding voting stock rather than a supermajority, and to remove non-operative language relating to the Board’s declassification process. For a detailed discussion of the proposed amendment and restatement of the Certificate of Incorporation, see "Proposal 6: Approval of Amendment and Restatement of the Certificate of Incorporation to Change the Stockholder Vote Required for Amendment of the Provision for Stockholder Action by Written Consent from Supermajority to Majority, and Implement Other Ministerial Changes" beginning on page 76. CORPORATE GOVERNANCE

  5. Business Experience and Qualifications of Board Members

    | | Malcolm Frank | | | | Committees: | Chair of the Board of Directors Compensation and Talent Committee (Member) Nominating and Corporate Governance Committee (Member) | | | Director Since: | 2016 | | | Term: | Nominated for a one year term, which would expire in concurrence with the Annual Meeting of Stockholders in 2026 |

  6. Business Experience and Qualifications of Board Members

    Mr. Frank, age 59, is currently Chief Executive Officer of TalentGenius. Previously he was the President of Cognizant Digital Business and Technology ("Cognizant") until September 2021. In this role, Mr. Frank oversaw Cognizant's broad digital services portfolio. This portfolio included Digital Strategy, Artificial Intelligence & Analytics, Interactive, Digital Engineering, and loT. Prior to this role, Mr. Frank was Executive Vice President, Chief Strategy Officer and Chief Marketing Officer at Cognizant. Prior to joining Cognizant in 2005, he was co-founder, President and CEO of CXO Systems, an independent software vendor. Mr. Frank has co-authored two best-selling books, "What to Do When Machines Do Everything" (2017) and "Code Halos" (2014), both of which received multiple international book awards. Mr. Frank has also authored numerous white papers focusing on the Future of Work and created the term "SMAC Stack." Mr. Frank has presented at various conclaves, including the World Economic Forum and the South by Southwest Conference and Festivals. Mr. Frank is frequently quoted, is the subject of a Harvard Business School case study, and was named "one of the most influential people in finance" by Risk Management Magazine. Mr. Frank also serves on the Board of Directors of Fingerpaint Marketing, phData, and Caylent. Mr. Frank holds a Bachelor's degree in Economics from Yale University. Mr. Frank brings to the Board his expertise in marketing and strategy, as well as his many years of experience in the areas of technical professional services and software as a service.

  7. Business Experience and Qualifications of Board Members

    | | Laurie G. Hylton | | | | Committees: | Audit Committee (Chair) | | | Director Since: | 2024 | | | Term: | Nominated for a one year term, which would expire in concurrence with the Annual Meeting of Stockholders in 2026 |

  8. Business Experience and Qualifications of Board Members

    Ms. Hylton, age 59, has more than 25 years of experience as a senior finance executive in the asset management industry, including serving as Chief Financial Officer and Chief Accounting Officer for Eaton Vance Corp., a global asset manager. She previously worked as an auditor at Deloitte. Ms. Hylton serves on the board of Sun Life Financial Inc., an international financial services organization. She also serves on the board of Newbury Art Association and Theater in the Open. Ms. Hylton graduated with a bachelor’s degree in English from Dartmouth College and holds a Master of Business Administration from the University of New Hampshire’s Peter T. Paul College of Business and Economics. Ms. Hylton brings to the Board her extensive financial industry experience in asset management, insurance, and accounting.

  9. Business Experience and Qualifications of Board Members

    | | James J. McGonigle | | | | Committees: | Nominating and Corporate Governance Committee (Member) | | | Director Since: | 2002 | | | Term: | Retirement will be effective December 1, 2025 |

  10. Business Experience and Qualifications of Board Members

    Mr. McGonigle, age 62, currently serves as an Entrepreneur Advisor at Summit Partners and Equality Asset Management, and as an angel investor and advisor to a variety of small companies in the business services and software industries. He has been a member of FactSet’s Board of Directors since 2002, has served as the Lead Independent Director since 2005 and as the Chair of the Nominating and Corporate Governance Committee since 2004. Mr. McGonigle is the former Chairman and CEO of The Corporate Executive Board Company (“CEB”). During his tenure at CEB, Mr. McGonigle held the positions of General Manager of the corporate division of The Advisory Board Company (1995-1997), General Manager of CEB, from the company's spinoff from the Advisory Board in 1997 through 1998, then became CEO prior to the firm's IPO in March 1999. Mr. McGonigle served as a member of the CEB board of directors from 1998-2001, and as Chairman from 2001-2007. Mr. McGonigle spent his early career as a consultant at McKinsey and Co. He also created and taught an M.B.A. course in management consulting at Georgetown University’s McDonough School of Business in Washington D.C. and at Escuela Superior de Administración y Dirección de Empresas (ESADE) in Barcelona Spain. He received a B.A. from the Woodrow Wilson School at Princeton University in 1985 and a J.D. from Harvard Law School in 1990. Mr. McGonigle brings to the Board leadership experience, including service as the CEO of a public company for over seven years. This role required industry knowledge combined with operational and management expertise. In addition, Mr. McGonigle brings to the Board market and corporate governance insights from his experience as a public company board member.

  11. Business Experience and Qualifications of Board Members

    | | Lee Shavel | | | | Committees: | Nominating and Corporate Governance Committee (Member) | | | Director Since: | 2020 | | | Term: | Nominated for a one year term, which would expire in concurrence with the Annual Meeting of Stockholders in 2026 |

  12. Business Experience and Qualifications of Board Members

    Mr. Shavel, age 58, is President and Chief Executive Officer of Verisk Analytics, Inc., a global data analytics company. Mr. Shavel also serves on the board of directors of Verisk. Mr. Shavel has been at Verisk since 2017, first serving as Chief Financial Officer, then serving as CFO and Group President of the company's energy and financial services groups. As CFO, he was responsible for financial and strategy functions, including accounting, treasury, financial planning and analysis, investor relations, M&A, strategic sourcing and procurement, real estate, and corporate tax. In addition, as Group President, he had operating responsibility for Verisk's Energy & Specialized Markets and Financial Services businesses. Before joining Verisk, Mr. Shavel served as Executive Vice President and Chief Financial Officer of Nasdaq, Inc., from 2011 to 2016. Before that, he served as Managing Director and Americas Head of Financial Institutions Investment Banking and in other capacities at Bank of America Merrill Lynch from 1993 to 2011. From 2016 to 2019, he served as a Board Director and Chairman of the Audit Committee of Investment Technology Group, Inc. Mr. Shavel graduated with honors from the University of Pennsylvania, with a B.A. in English and a B.S. in Economics from the Wharton School. Mr. Shavel brings the perspective of a chief executive officer, chief financial officer and business leader to the Board. He also contributes his knowledge and experience of the financial information services industry.

  13. Business Experience and Qualifications of Board Members

    | | Laurie Siegel | | | | Committees: | Compensation and Talent Committee (Chair) | | | Director Since: | 2015 | | | Term: | Nominated for a one year term, which would expire in concurrence with the Annual Meeting of Stockholders in 2026 |

  14. Business Experience and Qualifications of Board Members

    Ms. Siegel, age 69, is the President of LAS Advisory Services, with a background in business and human resources leadership. She currently serves as a member of the board of directors of CECO Environmental Corp., an environmentally focused diversified industrial company. She previously served on the board of Lumen Technologies, a global enterprise technology platform. She retired in September 2012 from Tyco International Ltd., a diversified manufacturing and service company, where she had served as Senior Vice President of Human Resources and Internal Communications since 2003. From 1994 to 2002, she held various positions with Honeywell International Inc., including Vice President of Human Resources – Specialty Materials. Ms. Siegel received an M.B.A. and an M.A. degree in City and Regional Planning, both from Harvard University. She completed her B.A. at the University of Michigan. Ms. Siegel’s key qualifications, experiences and skills include executive experience with multi-national companies, as well as human resources and executive compensation expertise. She serves as Chair of the Compensation Committee at CECO. Ms. Siegel brings to FactSet’s Board substantial experience as a human resources executive with large global enterprises as well as substantial public company board experience.

  15. Business Experience and Qualifications of Board Members

    | | Maria Teresa Tejada | | | | Committees: | Audit Committee (Member) | | | Director Since: | 2022 | | | Term: | Nominated for a one year term, which would expire in concurrence with the Annual Meeting of Stockholders in 2026 |

  16. Business Experience and Qualifications of Board Members

    Ms. Tejada, age 58, is a senior expert partner in Bain & Co., Inc.'s Financial Services practice and a leader on the global Risk, Finance & Compliance team. She advises financial services firms and corporate clients on governance and risk management, as well as industry best practices. As a trusted advisor to C-Suites around the world, she has deep subject matter expertise as applied to identifying and controlling risks. Over her 30+ year career, Ms. Tejada designed and implemented transformational initiatives such as re-engineering credit underwriting, enhancing risk operating models, as well as managing risks of M&A. She provided guidance on regulatory implications of enabling capabilities and innovation, leveraging experience early in career as an international bank supervisor with the Federal Reserve. She actively engages in strategic, actionable risk dialogues with board directors, investors and regulators. Ms. Tejada has held senior leadership roles at high-performing organizations, including Managing Director Credit Risk Management & Advisory at Goldman Sachs, Chief Credit Officer and Deputy Chief Risk Officer at KeyCorp, and Chief Strategic Enterprise Risk Officer at Wells Fargo. Maria Teresa is a board director at Pacific Mutual Holding Company and the Cleveland Museum of Natural History. She holds a M.A. from The Fletcher School, Tufts University and a B.A. from Williams College. Ms. Tejada's extensive financial industry experience, focus on risk management and strategy, and commitment to sustainability, are a valuable contribution to the Board and the Audit Committee.

  17. Business Experience and Qualifications of Board Members

    | | Sanoke Viswanathan | | | | Committees: | None | | | Director Since: | 2025 | | | Term: | Nominated for a one year term, which would expire in concurrence with the Annual Meeting of Stockholders in 2026 |

  18. Business Experience and Qualifications of Board Members

    Mr. Viswanathan, age 50, was named CEO of FactSet effective September 8, 2025. Mr. Viswanathan has held a range of leadership roles, most recently served as the Chief Executive Officer of International Consumer and Wealth of JPMorgan and as a member of JPMorgan’s Operating Committee where he oversaw international consumer businesses as well as the International Private Bank and Workplace Solutions. Prior to that, Viswanathan served as JPMorgan’s Chief Strategy and Growth Officer from 2022 to 2024 and Chief Administrative Officer of the Corporate and Investment Bank. Earlier in his career, he was a Managing Director and Head of Corporate Strategy for JPMorgan and a Partner and Co-Head of Global Corporate and Investment Banking for McKinsey & Company. Mr. Viswanathan holds a post-graduate diploma in management from the Indian Institute of Management, Ahmedabad, and a bachelors in Mechanical Engineering from the Indian Institute of Technology, Chennai. Mr. Viswanathan brings to the Board a proven track record of leading and transforming global organizations and implementing technology-driven growth strategies at scale, expertise in areas central to FactSet’s strategy including AI, research and analytics, and deep knowledge of FactSet’s customer base.

  19. Business Experience and Qualifications of Board Members

    | | Elisha Wiesel | | | | Committees: | None | | | Director Since: | 2023 | | | Term: | Nominated for a one year term, which would expire in concurrence with the Annual Meeting of Stockholders in 2026 |

  20. Business Experience and Qualifications of Board Members

    Mr. Wiesel, age 53, is a founding partner and the Chief Risk Officer of ClearAlpha Technologies, an emerging investment manager. Previously, Mr. Wiesel spent 25 years at Goldman Sachs, including 15 years as a partner, innovating in software, markets and risk management. During his tenure at Goldman Sachs, he also served as Chief Risk Officer of the Securities Division for seven years and as Chief Information Officer for three years. Mr. Wiesel is chair of Entrio, an Israeli financial technology start-up company. He is also chair of the Elie Wiesel Foundation. He graduated from Yale University with a B.S. in Computer Science. Mr. Wiesel brings to the Board deep experience in risk management, as well as in-depth understanding of software and technology in the financial services industry.

  21. Board Skills Matrix

    Board Skills Matrix The following matrix highlights the mix of key experience, skills and background of our directors that our Board considers important when nominating individuals to serve on the Board. Directors have developed competencies in these skills through education, direct experience and oversight responsibilities. Collectively, our directors' diverse viewpoints and skills enhance the quality and effectiveness of our Board. The matrix is not intended to be an exhaustive list of our directors' attributes or areas of principal contribution to the Board, and each director possesses skills in addition to those presented in this matrix. The fact that a director has a mark in the matrix indicates a specific or specialized area of focus or expertise that the director brings to the Board, but does not necessarily mean that the director is an "expert" in that area. Not having a mark does not mean that a particular director does not possess that qualification or skill.

  22. Board Skills Matrix

    | | Abrams | Choy | Eilam | Frank | Hylton | McGonigle | Shavel | Siegel | Tejada | Viswanathan | Wiesel | | Independence | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | | ▲ | | Executive Leadership & Management | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | | Public Company Boards | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | | ▲ | | | Global & International Experience | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | | | Accounting, Audit & Finance | | | | | ▲ | | ▲ | | | | | | Risk Management | ▲ | ▲ | | | ▲ | | | ▲ | ▲ | ▲ | ▲ | | Technology, Data & Cybersecurity | ▲ | ▲ | ▲ | ▲ | | | ▲ | | ▲ | ▲ | ▲ | | Client Perspective | | ▲ | ▲ | | | ▲ | ▲ | | ▲ | ▲ | ▲ | | Business Development, Strategic Planning & M&A | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | | Sales & Marketing Experience | ▲ | | ▲ | ▲ | | ▲ | | | | ▲ | ▲ | | Government, Public Policy, & Regulatory Affairs | ▲ | | | ▲ | | | | | ▲ | | ▲ | | Human Capital Management & Talent Development | ▲ | | ▲ | ▲ | | ▲ | | ▲ | | ▲ | |

  23. Legal Proceedings

    Legal Proceedings Over the past ten years, no director or nominee for director has been involved in legal proceedings required to be disclosed pursuant to Item 401(f) of Regulation S-K under the Securities Exchange Act, including: •SEC securities fraud enforcement actions; •Judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business activity; •Judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws and regulations, or any settlement to such actions; or •Disciplinary sanctions or orders imposed by a stock, commodities, or exchange or other self-regulatory organization.

  24. Board Responsibilities

    Board Responsibilities The Board has adopted Corporate Governance Guidelines which help govern the Company. Pursuant to the guidelines, the Board is mandated to act in the long-term interests of FactSet, and the Board's mission is to provide guidance in order to promote our success and enhance FactSet's ultimate value, with each director serving as a sounding board for management in matters where that director's experience or expertise is pertinent. In assessing management's methods of optimizing stockholder value, the Board must also take into consideration other interested stakeholders, including employees, clients and vendors. Directors should have a full understanding of our business and the issues relevant to it, and on a regular basis should access our services and review new product developments. Directors are encouraged to attend continuing director education programs. Directors owe a duty of care to FactSet and must act on an informed basis, in good faith and in the honest belief that the action they take is in the best interests of FactSet. Directors are expected to attend all Board meetings and participate actively, offering their candid views and their well-informed, deliberate judgment. Directors should inform themselves using all material information reasonably available to them prior to making a business decision. Whenever a director is unable to attend a meeting, the director should contact the Board Chair, applicable committee Chair or Secretary promptly after the meeting to become informed on the subjects discussed, views expressed and actions taken, if any. Directors are expected to be prepared to discuss matters listed on the agenda for each meeting, should review materials sent in advance of such meetings and, when appropriate, ask questions of management. We do not have a policy with regard to directors’ attendance at our annual stockholder meetings, but we do expect each director to attend all Board meetings. Three directors (Mr. Snow, our CEO at the time, Ms. Abrams, our Board Chair at the time, and Mr. Shavel) attended our 2024 Annual Meeting of Stockholders. Each director is expected to give freely and generously of the director’s time in providing the best guidance to FactSet. A director who is a member of senior management of another public company may not sit on a total of more than three public company boards. All other directors may not serve on more than four boards of public companies without the prior written approval of the Board. Each independent director is expected to participate in committees suited to the director’s skills and for the best interest of FactSet. Directors are also expected to make themselves available for non-regularly scheduled meetings as well as consultation with management on an as-needed basis. You can access our Corporate Governance Guidelines, along with each of our Board Committee charters, at the Corporate Governance page of our Investor Relations website at https://investor.factset.com or request a free copy by contacting Investor Relations at FactSet Research Systems Inc., 45 Glover Avenue, Norwalk, CT 06850.

  25. Recent Corporate Governance Developments

    Recent Corporate Governance Developments FactSet is committed to responsible and effective corporate governance practices in order to enhance sustainable, long-term stockholder value and to be accountable and responsive to our stakeholders. Over the last several years we have proactively taken several steps to improve our corporate governance. These include: •Phase-out of our classified Board, with the Board fully declassified as of this 2025 Annual Meeting; •Removal of supermajority voting provisions; •Removal of certain business combination restrictions; •Removal of creditor compromise provision; •Addition of Delaware and federal forum selection provisions; and •Lowering the ownership threshold for stockholders to call a special meeting from 50% to 25%. We propose further changes to our corporate governance to be approved by stockholders, as set out in the Proposal 6: Approval of Amendment and Restatement of the Certificate of Incorporation to Change the Stockholder Vote Required for Amendment of the Provision for Stockholder Action by Written Consent from Supermajority to Majority, and Implement Other Ministerial Changes, at page 76. Looking forward, our Board continues to assess our corporate governance structure, to monitor evolving best practices, and to listen to the interests of our stockholders and other stakeholders.

  26. Stockholder Engagement

    Stockholder Engagement The Board and FactSet management make themselves available to investors to have a continuing dialogue and to receive any feedback our stockholders may have to better understand their opinions regarding such matters as our governance and compensation plans. It is essential to FactSet that our stockholders are afforded a chance to provide their thoughts on topics of interest, and receptivity to stockholder views is an essential component of the Board’s decision-making process. Following on from our successful stockholder engagement meetings in 2023, during 2025, our then Board Chair, the current Chair and the Chair of our Compensation and Talent Committee met with five of our large stockholders. The conversations covered in the calls included: Board composition and refreshment; CEO succession and transition; artificial intelligence trends; FactSet's corporate governance practices; executive compensation; and global sustainability trends. We plan to work to incorporate this valuable feedback from our stockholders when reviewing and making decisions relating to executive compensation, governance and sustainability practices.

  27. Board and Committee Oversight of Risks

    Board and Committee Oversight of Risks Our Board recognizes the importance of effective risk oversight in running a successful business. The Board is responsible for overseeing and monitoring our risk management processes and evaluating whether management has reasonable controls in place to address our most material risks.

  28. Board of Directors

    Board of Directors Our Board exercises its risk oversight responsibility both directly and through its standing committees, which are delegated specific risks and keep our Board informed of their oversight efforts through regular reports to the Board by the committee chairs. Our Board engages with our executive management team in monitoring risks and emerging risks. Such engagement includes the business and strategic sections of each Board meeting, and in other updates when the Board receives updates regarding the organizational health of the Company and any associated risks. The Board reviews the annual enterprise risk assessment presented by management and the Enterprise Risk Management ("ERM") function and coordinates with the Audit Committee for active Board- and Committee-level oversight of the Company’s technology and cyber risk profile, enterprise technology and cyber strategies, and information security initiatives. Other key areas of focus include business continuity and resilience, competitive and industry conditions, technological developments, including artificial intelligence, geopolitical events, and other factors that may pose significant risks to our business, our employees, our clients and our other stakeholders.

  29. Director Compensation Program

    Director Compensation Program The general policy of the Board is that compensation for directors should be a mix of cash and equity-based compensation. We do not pay management directors for Board service in addition to their regular employee compensation. The Compensation and Talent Committee, which consists solely of independent directors, has the primary responsibility for reviewing and considering any revisions to director compensation. The Board reviews the committee’s recommendations and determines the amount of director compensation. Each director is provided access to FactSet services, at no charge, which allows them to utilize our suite of products. Compensation for the Board is set on a calendar year basis. During fiscal 2025, non-employee director compensation consisted of: For the period September 1, 2024 through December 31, 2024: •An annual retainer of $60,000. Each director could choose to receive the retainer as a quarterly cash payment or receive the equivalent value in an equity grant consisting 50% of non-qualified stock options and 50% of restricted stock units; •An equity grant of non-qualified stock options having an intended grant date fair value of $75,000; and •An equity grant of restricted stock units having an intended grant date fair value of $75,000. The Compensation and Talent Committee, with advice and information from the independent compensation consultant, periodically reviews the competitiveness of the Company's non-employee director compensation based on pay practices among the Company's peer group, as described starting on page 35, and broader general industry practices. For calendar year 2025, we updated our non-employee director compensation program, based on the Committee's review of competitive market analysis and advice of Meridian Compensation Partners, in order to deliver more market competitive total pay. Accordingly, for the period January 1, 2025 through August 31, 2025: •An annual retainer of $60,000. Each director may choose to receive the retainer as a quarterly cash payment or receive the equivalent value in an equity grant consisting 37.5% of non-qualified stock options and 62.5% of restricted stock units; •Annual retainers of $50,000 for the Board Chair, $25,000 for the Chair of the Audit Committee, $25,000 for the Chair of the Compensation and Talent Committee, and $15,000 for the Chair of the Nominating and Corporate Governance Committee, all of which the director may choose to receive in cash or equity, as described above; •An equity grant of non-qualified stock options having an intended grant date fair value of $75,000; and •An equity grant of restricted stock units having an intended grant date fair value of $125,000. Equity grants for non-employee directors are made on January 15 (or the first business day thereafter) of each year. Stock options granted to non-employee directors vest fully on the first anniversary of the grant date and have a seven-year term. Restricted stock units granted to non-employee directors vest fully on the first anniversary of the grant date. •Any director appointed during a calendar year is entitled to receive: •Pro rata cash payments of the annual retainer during the year the director begins service; and •A pro rata equity grant for the appropriate portion of the first year of service on January 15 (or the first business day thereafter) of the year following the start of service, in addition to the standard annual grant for the year following the start of service. The FactSet Research Systems Inc. Non-Employee Directors’ Stock Option and Award Plan, as Amended and Restated (the “Director Plan”) provides for the grant of stock-based awards, including stock options and restricted stock units, to non-employee directors of FactSet. Under the Director Plan, the Compensation and Talent Committee may award an annual equity grant to each non-employee director on or around January 15th of each year. The number of option shares or restricted stock units to be granted in order to deliver the intended value will be determined on the grant date. The Compensation and Talent Committee recommended and the Board approved an annual equity grant of 518 non-qualified stock options and 278 restricted stock units to each of the non-employee directors serving on the Board on January 15, 2025. Additionally, each non-employee director serving on the Board on January 15, 2025 was given an award of $60,000 with the election to receive the retainer as a quarterly cash payment or receive the equivalent value in a mix of non-qualified stock options and restricted stock units. For calendar year 2025, directors Abrams, Frank, Shavel, and Tejada opted for the equity grant consisting of 155 non-qualified stock options and 83 restricted stock units. Directors Abrams, Hylton, Siegel, and McGonigle each received additional retainers for their service as Chair. The exercise price for the non-qualified stock options granted under the retainer and annual grant was $453.98 per share, being equal to the closing price of FactSet common stock on January 15, 2025. The grant date fair value for all non-qualified stock options was $144.90 and the grant date value for all restricted stock units was $449.72. The non-qualified stock options granted to directors vest 100% on the first anniversary of the date of grant and expire seven years from the date of grant while the restricted stock units granted to directors vest 100% on the first anniversary of the date of grant. On September 22, 2020, the Board adopted stock ownership guidelines that require each of our non-employee directors to own FactSet stock having a value of at least $400,000. See "Compensation Discussion and Analysis — Stock Ownership Guidelines." We pay or reimburse our directors for travel, lodging and related expenses incurred in connection with attending Board, committee and stockholder meetings and other Company business related events. From time to time, we may reimburse a director’s expenses for participation in third party-supplied continuing education related to the director’s Board or committee service. There was no reimbursement for educational participation made to the directors during fiscal 2025.

  30. Director Compensation Table

    Director Compensation Table The following table provides information as to compensation for services of the non-employee directors during fiscal 2025.

  31. Director Compensation Table

    | Name | Fees Earned or Paid in Cash(2) | Stock Awards(3) | Option Awards(4) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Non-Qualified Deferred Compensation Earnings | All Other Compensation | Total | | Robin A. Abrams | $— | $193,829 | $116,355 | $— | $— | $— | $310,184 | | Siew Kai Choy | $40,000 | $125,022 | $75,058 | $— | $— | $— | $240,080 | | Barak Eilam(1) | $42,301 | $128,170 | $77,956 | $— | $— | $— | $248,427 | | Malcolm Frank | $20,000 | $162,799 | $97,518 | $— | $— | $— | $280,316 | | Laurie G. Hylton | $76,667 | $183,935 | $133,888 | $— | $— | $— | $394,490 | | James J. McGonigle | $70,000 | $125,022 | $75,058 | $— | $— | $— | $270,080 | | Lee Shavel | $— | $162,799 | $97,518 | $— | $— | $— | $260,316 | | Laurie Siegel | $76,667 | $125,022 | $75,058 | $— | $— | $— | $276,747 | | Maria Teresa Tejada | $— | $162,799 | $97,518 | $— | $— | $— | $260,316 | | Elisha Wiesel | $60,000 | $125,022 | $75,058 | $— | $— | $— | $260,080 |

  32. Director Compensation Table

    1.Director Eilam joined the Board on December 17, 2024. 2.The cash fee earned by director Frank during fiscal 2025 represents the pro rata portion of his $60,000 annual retainer for the period of September 1, 2024 through December 31, 2024, as he chose to receive the retainer for his service during 2024 in cash. The cash fees earned by director Choy during fiscal 2025 represent the pro rata portion of his $60,000 annual retainer for the period of January 1, 2025 through August 31, 2025, as he chose to receive his retainer for service during 2025 in cash. The cash fee earned by director Eilam during fiscal 2025 represents the pro rata portion of the $60,000 annual retainer for the period of December 17, 2024 through August 31, 2025. The cash fees earned by directors Hylton, McGonigle, and Siegel include the pro rata portion of their annual committee chair retainers for the period of January 1, 2025 through August 31, 2025. 3.The amounts in the Stock Awards column represent the aggregate grant date fair values, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Share-Based Payment, (“ASC Topic 718”), of restricted stock unit ("RSU") awards issued during fiscal 2025 pursuant to the Director Plan. For information on the valuation assumptions with respect to RSU grants, refer to the notes to the consolidated financial statements contained in our 2025 Annual Report on Form 10-K. On January 15, 2025, we granted 278 RSUs to each of the non-employee directors representing a grant-date fair value of $125,000. Additionally, directors Abrams, Frank, Shavel, and Tejada elected to receive their retainer for service during 2025 in a combination of RSUs and non-qualified stock options, which resulted in a grant of an additional 83 RSUs. Director Abrams also received an additional 70 RSUs, representing the pro rata portion of her annual Board Chair retainer for fiscal 2025. Directors Eilam and Hylton received additional pro rata grants of 6 and 131 RSUs respectively for their 2024 service. The grant date fair value for all RSUs was $449.72. At August 31, 2025, our non-employee directors had the following outstanding RSU awards, all of which were not fully vested: Robin A. Abrams, 431 RSUs; Siew Kai Choy, 278 RSUs; Barak Eilam, 285 RSUs; Malcolm Frank, 362 RSUs; Laurie G. Hylton, 409 RSUs; James J. McGonigle, 278 RSUs; Lee Shavel, 362 RSUs; Laurie Siegel, 278 RSUs; Maria Teresa Tejada, 362 RSUs; and Elisha Wiesel, 278 RSUs. 4.The amounts in the Option Awards column represent the aggregate grant date fair values, computed in accordance with ASC Topic 718, of stock option awards issued during fiscal 2025 pursuant to the Director Plan. For information on the valuation assumptions with respect to stock option grants, refer to the notes to the consolidated financial statements contained in our 2025 Annual Report on Form 10-K. On January 15, 2025, we granted 518 stock options to each of the non-employee directors representing a grant-date fair value of $75,000. Additionally, directors Abrams, Frank, Shavel, and Tejada elected to receive their retainer for service during 2025 in a combination of RSUs and non-qualified stock options, which resulted in a grant of an additional 155 non-qualified stock options. Director Abrams also received an additional 130 non-qualified stock options, representing the pro rata portion of her annual Board Chair retainer for fiscal 2025. Directors Eilam and Hylton received additional pro rata grants of 20 and 406 non-qualified stock options respectively for their 2024 service. The exercise price for the non-qualified stock options for both the retainer and annual grant was $453.98 per share, being equal to the closing price of our common stock on January 15, 2025. The grant date fair value for all non-qualified stock options was $144.90. At August 31, 2025, our non-employee directors had the following outstanding stock option awards, some of which were not fully vested: Robin A. Abrams, 9,064 options; Siew Kai Choy, 5,343 options; Barak Eilam, 538 options; Malcolm Frank, 8,433 options; Laurie. G. Hylton, 924 options; James J. McGonigle, 2,354 options; Lee Shavel, 5,223 options; Laurie Siegel, 8,785 options; Maria Teresa Tejada, 2,732 options; and Elisha Wiesel, 1,526 options.

  33. CEO New Hire Compensation Package

    CEO New Hire Compensation Package In connection with his appointment as CEO, the Company entered into an employment agreement, dated May 28, 2025 (the "Viswanathan Employment Agreement"), which among other things sets out Mr. Viswanathan’s compensation package. The Board determined Mr. Viswanathan's compensation in consultation with Meridian Compensation Partners, the Company’s independent compensation consultant, and took into account the strong demand for experienced leadership in the financial data solutions space, the need to attract and retain top executive talent, and compensation of CEOs among similarly situated companies, including the Company's competitors. The Viswanathan Employment Agreement provides for an annual base salary of $1,000,000 and eligibility to earn an annual target cash bonus equal to 200% of base salary. In addition, beginning with FY28, Mr. Viswanathan will be entitled to receive an annual equity award with a target grant date value of $11 million, with the form of award to be determined by the Board. Pursuant to the Viswanathan Employment Agreement, on September 22, 2025, Mr. Viswanathan was granted a one-time award of performance-vesting stock options with a grant date value of $22,000,000 (the "Performance Options") in lieu of any equity award he would have been eligible to receive for FY26 and FY27. The Performance Options will vest, subject to his continued service, if, during the performance period ending on the fifth anniversary of the grant date, the Company's common stock achieves a 30-day trailing volume-weighted average price ("VWAP") equal to or greater than 150% of the 30-day trailing VWAP ending on the grant date. The Performance Options will not be exercisable prior to the third anniversary of the grant date. With a rigorous performance stock price target, a five-year performance period, and inability to exercise within the first three years, the Performance Options were designed to drive long-term value creation by aligning the interests of Mr. Viswanathan with the interests of our stockholders. In addition, pursuant to the Viswanathan Employment Agreement, Mr. Viswanathan received one-time sign-on awards to make him whole for certain compensation he forfeited from JPMorgan when he resigned to join FactSet. The Board reviewed and considered relevant market benchmarks and buyout practices before determining that the following replacement awards were appropriate given that the amount and structure of these awards generally mirror the compensation Mr. Viswanathan forfeited when he provided notice of his decision to join FactSet: •A one-time cash award of $3 million to make whole for the 2025 incentive compensation Mr. Viswanathan forfeited; •A one-time cash award of $10 million, the full gross amount of which is subject to repayment if he terminates employment with the Company without good reason or is terminated for cause before September 9, 2026; and •One-time make-whole equity grants consisting of (a) $26 million in restricted stock units that vest 25% each year over four years; and (b) $10 million in performance-based restricted stock units with a three-year performance period. The number of restricted stock units and performance-based restricted stock units was determined based on the 30-day VWAP prior to May 27, 2025. Pursuant to the Viswanathan Employment Agreement, Mr. Viswanathan is entitled to severance protections equivalent to those in the Company's Executive Severance Plan.

  34. Compensation Governance Features

    | What we do: | What we don't do: | | •We pay for performance with a focus on long-term value creation for stockholders | •We pay no excessive perquisites or benefits to our NEOs | | •We maintain stock ownership requirements for our directors and executive officers | •We pay no dividends on performance share units or restricted share units unless and until they vest | | •We have an annual say-on-pay vote by stockholders | •We give no tax gross ups to our NEOs in the event of Change-in-Control | | •We have a clawback policy that covers both long-term and short-term incentive awards and also allows for recoupment of incentive awards and time-based equity compensation in the event of misconduct | •There are no “evergreen” annual share increase provisions in our equity stock plans | | •We prohibit our directors and officers from hedging or pledging FactSet stock | •We do not allow repricing of stock options | | •We have double-trigger change of control vesting provisions | •We do not utilize a discount from fair market value in setting the exercise price of stock options | | •We reach out to large institutional investors to give them an opportunity to provide comments on our programs and policies. | |

  35. Core Elements of Total Direct Compensation

    | Annual Incentive | Cash | Company Performance (80%) •ASV Growth and Adjusted Operating Margin on a Company-wide level •Minimum level of performance required for financial component of annual incentive Individual Goals (20%) •Key goals established for each NEO | •Rewards and recognizes annual accomplishment of key financial objectives •Performance measure goals on a Company-wide basis •Specified performance achievements required to fund incentive payments •Key individual goals are within the NEO’s area of responsibility and assessed annually |

  36. Core Elements of Total Direct Compensation

    | Long-Term Incentives | Stock Options | •Stock price •Accounts for 50% of our NEO Long-Term Incentive awards | •Increases alignment with long-term stockholder interests •Promotes an ownership mindset, as the awards can greatly increase in value as long as there is stock price appreciation •NEOs only benefit if our stock price appreciates from the date of grant of the award •Five-year vesting period encourages retention and long-term horizon | | | Performance Share Units | •Company Performance ◦Adjusted Cumulative Operating Earnings ◦Adjusted Cumulative Revenues •Stock price •Accounts for 50% of our NEO Long-Term Incentive awards | •Rewards and recognizes accomplishment of key financial objectives over a three-year period •Performance measures aligned with FactSet’s goals •Aligns with stockholder interests as the awards can greatly increase in value when there is stock price appreciation and exceptional performance | | | Restricted Share Units | •Stock price •Used in limited circumstances on an ad hoc basis as new hire awards or for recognition and retention | •Increases alignment with stockholder interests •Promotes an ownership mindset, as the awards can greatly increase in value when there is stock price appreciation •Encourages retention and long-term horizon |

  37. Pay Mix

    Pay Mix The below pay mix charts illustrate how our CEO and our other NEOs have a significant portion of their pay at risk based on performance, including a mix of both short-term and long-term performance-related compensation components. The charts represent the proportion of target Total Direct Compensation for our CEO and our other NEOs in fiscal 2025 attributed to base salary, target annual incentive opportunity, and target long-term incentives, including stock options and performance share units ("PSUs"). The pay mix chart for our other NEOs represents the average target pay mix for the NEOs reported below in our Summary Compensation Table other than our CEO. To provide a better representation of the intended mix of annual compensation provided to the NEOs, the percentages shown below do not take into consideration non-recurring special items such as one-time make-whole awards granted in connection with the commencement of employment or one-time retention awards.

  38. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant In developing the FactSet compensation structure for fiscal 2025, the Compensation and Talent Committee retained Meridian Compensation Partners ("Meridian") as its independent compensation consultant. During 2025, Meridian reviewed and assisted with incentive compensation program design, Chief Executive Officer, Executive Officer, and Director Compensation, and provided ongoing information on market trends related to executive and board compensation matters. Meridian attended Compensation and Talent Committee meetings and met with the Compensation and Talent Committee in executive session. The Compensation and Talent Committee uses Meridian's advice and insight to inform the eventual decision-making process. Meridian also reviewed drafts of the Company's CD&A and the Compensation Committee Report for incorporation in the Company's Proxy Statement, and reviewed the appropriateness of the proxy peer group and survey data for market comparisons. Meridian does not provide any other services to the Company. The Compensation and Talent Committee evaluated Meridian's independence relative to the standards adopted by the NYSE with regard to compensation advisor independence and determined Meridian was independent and had no conflicts of interest.

  39. Defined qualitative factors in addition to quantitative financial metrics

    Defined qualitative factors in addition to quantitative financial metrics In addition to the financial metrics in the annual and long-term incentive plans, each NEO also has non-financial objectives that are set every year and focus the NEO’s efforts on specific business needs. These objectives may include leadership, talent development, special assignments, project management, governance objectives, engagement in global offices, exposure to employees, key clients, investors and analysts, and other specific individual performance objectives. The NEO’s achievement of certain goal levels as well as other accomplishments made during the year guide and influence the NEO’s salary, target annual incentive and equity award.

  40. Compiled Benchmark Data

    Compiled Benchmark Data The Compensation and Talent Committee's independent compensation consultant and FactSet's Chief People Officer prepare benchmarking and competitive data with respect to historical compensation and our defined peer group and surveys of other companies. The Compensation and Talent Committee utilizes this information in connection with establishing NEO compensation programs and parameters. Annually, the Compensation and Talent Committee is provided executive compensation data of similarly situated named executive officers at the companies making up the identified peer group and surveys of other companies with respect to the compensation provided to their named executive officers. The materials presented to the Compensation and Talent Committee detail the compensation by type, including salary, annual incentive and equity awards. This market review includes, among other items, an analysis of compensation levels (e.g., competitiveness of base salary, annual incentive, and long-term incentives) and incentive program design (e.g., appropriateness of performance measures, annual incentive program targets and measures, long-term incentive plan targets, and compensation methods). Based on various benchmarking data presented to it, the Compensation and Talent Committee found a competitive pay gap for our NEOs, which the Committee sought to address when designing our fiscal 2025 compensation program and determining our executive compensation levels for fiscal 2025. The Committee also took into account that the competition for talent is increasing and we need to be equipped to recruit and retain the top talent that will help us accomplish our long-term goals.

  41. Peer Group Review

    Peer Group Review The Compensation and Talent Committee continually reviews the total target compensation for our NEOs against that of comparable executives of our peer group companies. For fiscal 2025, with the input of the Company's independent compensation consultant, the Compensation and Talent Committee utilized a peer group that was selected based on criteria including companies that reflect FactSet’s industry, business focus, size, and global presence. The peer screening also incorporated a focus on good corporate governance practices. When considering peer compensation levels, the Compensation and Talent Committee focuses on Total Direct Compensation comparisons, and continues to emphasize long-term equity. We believe that our pay mix is reflective of our goals of retaining top talent and aligning executives' interests with stockholder returns. The peer group utilized by the Compensation and Talent Committee for fiscal 2025 was impacted by consolidation within the industry. Black Knight, Inc., Envestnet, Inc., and Splunk Inc. were acquired during 2024 and were therefore removed from the peer group. In addition, Dun & Bradstreet was acquired in 2025. In response, the Compensation and Talent Committee added Donnelley Financial Solutions, Inc. and TradeWeb Markets Inc. for 2025 to ensure the peer group remained appropriate from a size standpoint and a reasonable sample size. The Committee considered numerous other possible companies for inclusion in the peer group before deciding upon the addition of these two companies.

  42. Peer Group Review

    | FY2025 Peer Companies: | | | | | CoStar Group Inc. | MarketAxess Holdings Inc. | | | Donnelley Financial Solutions, Inc. | Morningstar, Inc. | | | Dun & Bradstreet Holdings, Inc.(1) | MSCI, Inc. | | | Equifax, Inc. | Tradeweb Markets Inc. | | | Fair Isaac Corporation | TransUnion | | | Gartner, Inc. | Verisk Analytics, Inc. | | | Guidewire Software, Inc. | |

  43. Peer Group Review

    (1) Dun & Bradstreet Holdings, Inc. was acquired on August 26, 2025, at the end of our fiscal year 2025. The following table indicates the revenue for the last completed fiscal year for FactSet and each of the companies in our peer group, as well as the market capitalization of FactSet and each peer company as of August 31, 2025.

  44. Peer Group Review

    | Name | Most Recent FY Revenue (in $ millions) | Market Capitalization as of 8/31/2025 (in $ millions) | | Gartner, Inc. | 6,267.4 | 19,024.1 | | Equifax Inc. | 5,681.1 | 30,491.3 | | TransUnion | 4,183.8 | 17,220.3 | | Verisk Analytics, Inc. | 2,881.7 | 37,460.4 | | MSCI Inc. Class A | 2,856.1 | 43,921.8 | | CoStar Group, Inc. | 2,736.2 | 37,912.5 | | Dun & Bradstreet Holdings, Inc. | (1) | (1) | | FactSet Research Systems Inc. | 2,321.7 | 14,114.0 | | Morningstar, Inc. | 2,275.1 | 11,068.3 | | Tradeweb Markets, Inc. | 1,721.7 | 26,323.4 | | Fair Isaac Corporation | 1,717.5 | 36,524.9 | | Guidewire Software, Inc. | 1,202.5 | 18,272.0 | | MarketAxess Holdings Inc. | 817.1 | 6,869.0 | | Donnelley Financial Solutions, Inc. | 781.9 | 1,560.9 |

  45. Peer Group Review

    (1) Dun & Bradstreet Holdings, Inc. was acquired on August 26, 2025, at the end of our fiscal year 2025. Additionally, the Compensation and Talent Committee utilized a reference peer group for compensation program design and governance practices for fiscal 2025 that includes companies that meet the peer group criteria but are larger than the peer group revenue range and are therefore not included in compensation level assessments. The reference peer group utilized by the Compensation and Talent Committee for fiscal 2025 was identical to the reference peer group used by the Committee for fiscal 2024. The reference peer group consists of:

  46. Peer Group Review

    | FY2025 Reference Peer Companies: | | | | Broadridge Financial Solutions, Inc. | | | Fidelity National Information Services, Inc. | | | Intercontinental Exchange, Inc. | | | Moody's Corporation | | | Nasdaq, Inc. | | | S&P Global Inc. | | | Thomson Reuters Corporation |

  47. Annual Incentive

    Annual Incentive For all NEOs, individual annual incentive amounts are determined based on the executive's target incentive award opportunity, which is then adjusted by a factor based upon the achievement of Company-level goals (80%) and achievement of individual strategic goals (20%). The Compensation and Talent Committee has designed an annual cash incentive program to stimulate and support a high-performance environment by focusing such incentive compensation on the attainment of qualitative and quantitative guidelines and by recognizing superior performance. Each NEO has individual objectives tailored to their role, and annual Company-level and operational-focused performance goals, as appropriate, serve to motivate executives, enhance collaboration and increase stockholder returns by focusing executive performance on those measures identified as being key drivers of our short and long-term business results.

  48. Target Annual Incentive Award Opportunities

    Target Annual Incentive Award Opportunities The Committee determined to adjust the total annual incentive opportunity (expressed as a percentage of base salary) in fiscal 2025 as compared to fiscal 2024 for certain of our NEOs, as the Committee concluded that these levels create an appropriate level of annual incentive for each NEO. The total annual incentive opportunities for fiscal 2025 for our NEOs, and the increase over the comparable total annual incentive opportunities for fiscal 2024, if any, are set out below in terms of percentage of base salary:

  49. Target Annual Incentive Award Opportunities

    | NEO | 2024 Total Annual Incentive Opportunity as a percentage of 2024 Base Salary | 2025 Total Annual Incentive Opportunity as a percentage of 2025 Base Salary | Change in Total Annual Incentive Opportunity as a percentage of Base Salary | | F. Philip Snow | 150% | 150% | —% | | Helen L. Shan | 120% | 110% | (10)% | | Goran Skoko | 110% | 120% | 10% | | Christopher McLoughlin(1) | — | 100% | — | | Katherine M. Stepp | 100% | 100% | —% |

  50. Target Annual Incentive Award Opportunities

    (1) Mr. McLoughlin joined FactSet on December 2, 2024, during fiscal 2025. Mr. Skoko's annual incentive opportunity was increased to reflect his new role as Chief Revenue Officer and to ensure alignment with market levels. Ms. Shan's annual incentive opportunity was decreased by 10 percentage points for fiscal year 2025 as part of her transition from our Chief Revenue Officer role to Chief Financial Officer consistent with our functional leadership roles.

  51. Corporate Annual Incentive Goals

    Corporate Annual Incentive Goals 80% of the fiscal 2025 annual incentive opportunity was determined based on Company financial results versus financial performance goals established at the beginning of the fiscal year. The remaining 20% was allocated based on the achievement of individual strategic or developmental goals. In fiscal 2025, ASV Growth and Adjusted Operating Margin were the metrics for the Company-level goals for the annual incentive awards. As part of establishing the 2025 operating plan, management along with the Committee underwent a rigorous goal setting process to ensure the annual incentive performance goals appropriately reflected the impact of key strategic decisions. The shift in the Annual Incentive metric from ASV plus professional services growth to ASV Growth was tied to a change in our financial reporting, to focus on the recurring nature of our revenues and to underscore the shift of the Company's offerings toward providing more managed services. ASV Growth made up 2/3 of the weighting and Adjusted Operating Margin made up 1/3 of the weighting for performance. These metrics maintain a focus on growth, with a balance between responsible growth and maintaining efficiency. ASV at any given point in time represents the forward-looking revenues for the next twelve months from all subscription services currently supplied to clients. Adjusted Operating Margin is calculated as Adjusted operating income divided by the sum of GAAP revenue plus the Deferred revenue fair value adjustment. Adjusted operating income is calculated by adding GAAP Operating income, Intangible asset amortization, Deferred revenue fair value adjustment, Impairment of investment and other one-time items. These measures are publicly reported in our financial results.

  52. Corporate Annual Incentive Structure

    Corporate Annual Incentive Structure The Adjusted Operating Margin component of the plan is capped at 150% of target unless performance under the ASV Growth components of the plan meet the target level of performance to maintain emphasis on top line growth and to prevent maximum payouts under the Adjusted Operating Margin metric if ASV Growth failed to hit the target level of achievement. The financial goals as a whole are capped at 200% of target.

  53. Individual Strategic and Developmental Goals

    Individual Strategic and Developmental Goals For fiscal 2025, 20% of the annual incentive award for each NEO was based on the executives’ achievement of their individual goals and other personal accomplishments. For fiscal 2025, the cap for the individual goals was reduced from 200% to 150%. The Compensation and Talent Committee reviewed the personal goals for each NEO, as well as individual accomplishments of each NEO, in determining the 20% of the annual incentive award based on satisfaction of key goals. For fiscal 2025, the key goal areas for each of our NEOs included three categories: (1) management behaviors, (2) GenAI monetization ASV, and (3) a GenAI monetization key deliverable. The fiscal 2025 individual goals of each NEO were as follows:

  54. Combined Performance

    Combined Performance For fiscal 2025, the Company’s performance goals were set with the objective of achieving strong profitable growth. In certain instances, financial performance targets may be adjusted or set below prior year’s performance in recognition of unusual or nonrecurring events affecting our financial statements. These include items, such as acquisitions and dispositions, that are determined not to be reflective of normal, ongoing business. The Compensation and Talent Committee subsequently revised the original goals for the FY25 annual incentive to reflect the acquisitions and integration of Irwin in November 2024 and LiquidityBook in February 2025. The revised goals were consistent with underlying performance expectations used by the Committee to set the original goals, excluding the anticipated impact of the acquisitions. The annual incentive goals and actual performance against these goals for corporate leadership were as follows:

  55. Combined Performance

    | | Corporate Performance Goals (80%) | | Individual Goals (20%) | | | | | | ASV Growth (66.7%) | Adjusted Operating Margin (33.3%) | Management Behaviors (5%) | GenAI Monetization Key Deliverable (5%) | GenAI Monetization ASV Growth (10%) | Total | | Mr. Snow | 98.9% | 110.7% | 100% | 100% | 85% | 101% | | Ms. Shan | | | 114% | 75% | | 100.2% | | Mr. Skoko | | | 150% | 100% | | 103% | | Mr. McLoughlin | | | 150% | 100% | | 103% | | Ms. Stepp | | | 144% | 75% | | 102% |

  56. Combined Performance

    The Compensation and Talent Committee agreed on the NEOs’ performance and related compensation after input from Mr. Snow and in conjunction with the Committee's review of the performance of FactSet as a whole. The Compensation and Talent Committee determined the actual size of annual incentive payments awarded to each of the NEOs. The Compensation and Talent Committee considered all the above, including the financial results for the target measures, the financial guidelines, the recommendations and evaluation by Mr. Snow of the other NEOs, the achievement of individual goals and other personal accomplishments, and overall FactSet performance for the 2025 fiscal year. For Mr. Skoko, in recognition of his exceptional leadership of the sales organization in his new role, including delivering record ASV for the firm in the last quarter of fiscal 2025, was awarded a one-time 1.1x multiplier to his fiscal 2025 target annual incentive opportunity, increasing his annual incentive percentage award to 114%. The Compensation and Talent Committee, taking into consideration a recommendation from Mr. Snow, believed this was appropriate considering the transition into his new role. In addition to the portion of Mr. Snow’s annual incentive payment calculated based on corporate performance during fiscal 2025, the Compensation and Talent Committee, with consultation from the full Board, determined the payment for the 20% portion of Mr. Snow's annual incentive award that was based on achievement of individual key goals for fiscal 2025. The Committee utilized an evaluation of Mr. Snow's achievement of qualitative individual goals and other personal accomplishments during the fiscal year. For fiscal 2025, the Committee considered Mr. Snow's leadership in (amongst other things) pricing strategy, the sales organization, and global workforce planning. The Compensation and Talent Committee made the following awards for the NEOs for fiscal 2025:

  57. Combined Performance

    | | Total Annual Incentive Opportunity | Total Annual Incentive Percentage Awarded | Total Annual Incentive Paid(3) | | F. Philip Snow | $1,162,500 | 101% | $1,171,376 | | Helen L. Shan | $632,500 | 100% | $633,851 | | Goran Skoko(1) | $704,352 | 114% | $800,072 | | Christopher McLoughlin(1)(2) | $354,467 | 103% | $366,034 | | Katherine M. Stepp | $440,000 | 102% | $447,539 |

  58. Long-Term Incentive

    Long-Term Incentive For fiscal 2025, the long-term, equity-based incentive awards issued as part of our annual equity grant to our NEOs consisted of stock options and PSU awards, with each NEO being granted a long-term incentive award comprised of 50% service-based stock options and 50% PSUs. The Compensation and Talent Committee has utilized a mix of performance based units and stock option awards as they believe that these have been generally successful in aligning management and stockholder interests. The Compensation and Talent Committee has viewed stock options as a method of encouraging the NEOs to drive performance in the long-term. The Compensation and Talent Committee uses PSUs as a form of award that would align our senior leaders to our long-term financial goals, which are key drivers of long-term sustainable stockholder value. For fiscal 2025, the Compensation and Talent Committee continued to believe that providing a mix of stock options and PSUs was the most effective way to promote equity ownership by the NEOs, reward them for performance and to provide a retention incentive. The fiscal 2025 long-term incentive opportunity for our NEOs were as follows:

  59. Long-Term Incentive

    | NEO | 2024 Total Long Term Incentive Opportunity | 2025 Total Long Term Incentive Opportunity(1) | Percentage Change | | F. Philip Snow | $6,000,000 | $7,500,000 | 25% | | Helen L. Shan | $1,750,000 | $1,800,000 | 3% | | Goran Skoko | $1,150,000 | $1,300,000 | 13% | | Christopher McLoughlin(2) | — | $750,000 | — | | Katherine M. Stepp | $850,000 | $950,000 | 12% |

  60. Long-Term Incentive

    (1) Total long-term incentive opportunity for fiscal 2025 consists of 50% stock options and 50% PSUs. (2) Mr. McLoughlin joined FactSet on December 2, 2024; accordingly, his 2025 total long-term incentive opportunity was prorated for time of service to $687,500. The Compensation and Talent Committee felt that an increase in long-term incentive awards was the most appropriate method to fill a continuing, substantial competitive total compensation gap between FactSet and the market, while providing a strong link between pay and performance.

  61. Stock Option Awards

    Stock Option Awards For fiscal 2025, the NEOs received 50% of their annual equity award in the form of stock options. These grants vest 20% per year on the anniversary date of the grant over a five-year period, consistent with the terms of our recent annual stock option grants. All NEOs received their stock option grant on November 1, 2024, other than Mr. McLoughlin, who received his stock option grant on December 2, 2024, which was his start date. Each stock option had an exercise price of $458.80 per share, with the exception of Mr. McLoughlin's grant, which had an exercise price of $489.47. The dollar value of each stock option award was converted on the grant date to a fixed number of stock options for each NEO using a stock option pricing formula.

  62. Performance Share Unit Awards

    Performance Share Unit Awards For fiscal 2025, the NEOs received 50% of their annual equity award in the form of PSU awards. Each PSU represents the right to receive one share of FactSet common stock, subject to adjustment based on our performance during a three-year period from September 1, 2024 through August 31, 2027 (the "Performance Period") measured against certain specified performance goals established for the Performance Period. The performance goals are based 50% on each of (a) our adjusted cumulative operating earnings during the Performance Period and (b) our adjusted cumulative revenues during the Performance Period.

  63. Performance Share Unit Awards

    | Performance Share Unit Vesting Schedule | | | | | Threshold Level Performance | Target Level Performance | Goal Level Performance | Maximum Level Performance | | 50% | 100% | 150% | 200% |

  64. Performance Share Unit Awards

    At the threshold level of performance, 50% of the PSUs will vest; at the target level of performance, 100% of the PSUs will vest; and at the goal level of performance, 150% of the PSUs will vest. Contingent on adjusted cumulative revenues during the Performance Period exceeding 106% of the target level of performance and adjusted cumulative operating earnings during the Performance Period equaling or exceeding the goal level of performance, 200% of the PSUs will vest at the maximum level of performance. The maximum level of performance was an addition to our PSU award structure for fiscal 2024. The Compensation and Talent Committee included this new level of performance to provide additional upside for achievement of significant adjusted cumulative revenues growth during the Performance Period in order to drive focus on outperformance and achievement beyond the goal level of performance. There will be vesting based on linear interpolation between the threshold, target and goal levels and no linear interpolation between the goal and maximum levels. No PSUs will vest if performance is below the threshold level, and performance above the maximum level will not result in vesting of additional PSUs. The target level of performance, which results in vesting of 100% of the PSUs, reflects growth and margins goals over a three-year period ending in fiscal 2027. The goal level of performance, which results in vesting of 150% of the PSUs, is materially higher than the target level of performance and reflects significantly increased levels of growth in revenues and earnings, and the maximum level of performance reflects increased adjusted cumulative revenues significantly above the goal level performance. All NEOs received their PSU awards on November 1, 2024, with the exception of Mr. McLoughlin who received his PSU award on December 2, 2024, which was his start date. The dollar value of each PSU award was converted on the grant date to a fixed number of PSUs for each NEO using an equity pricing formula. Any PSUs granted in fiscal 2025 will vest November 1, 2027.

  65. Performance Share Unit Awards for the 2022-2024 Performance Period

    Performance Share Unit Awards for the 2022-2024 Performance Period On November 1, 2021, Mr. Snow, Ms. Shan, Mr. Skoko, and Ms. Stepp were among the FactSet employees granted PSU awards (the “FY22 PSUs”). Each FY22 PSU represented the right to receive one share of FactSet common stock, subject to adjustment based on our performance during the three-year period from September 1, 2021, through August 31, 2024 (the "2022-2024 Performance Period") measured against certain specified performance goals established for the 2022-2024 Performance Period. Any FY22 PSUs earned would vest on November 1, 2024, being the third anniversary of the FY22 PSU grant date. The FY22 PSU awards were focused on creating visibility to outcomes that should drive long-term value creation, based on three-year cumulative performance. The FY22 PSU awards were designed to align incentives with long-term stock performance and the interests of stockholders and act as a motivational and retention tool. The specified performance goals established for the FY22 PSUs were based on goals for the 2022-2024 Performance Period. The performance goals for the FY22 PSUs were based 50% on each of (a) our adjusted cumulative operating earnings during the 2022-2024 Performance Period and (b) our adjusted cumulative revenues during the 2022-2024 Performance Period. These performance goals were established at the time of the grant of the FY22 PSUs. In certain instances, as permitted under the PSUs, financial performance targets may be adjusted in recognition of unusual or nonrecurring events affecting our financial statements. These include items, such as acquisitions and dispositions, that are determined not to be reflective of normal, ongoing business. The Compensation and Talent Committee subsequently revised the original goals for the FY22 PSUs to reflect the acquisitions of Cobalt in October 2021 and CUSIP Global Services in March 2022. The revised goals were consistent with the underlying performance expectations used by the Compensation and Talent Committee to set the original PSU goals, excluding the anticipated impact of the acquisitions. For the purposes of calculating performance during the 2022-2024 Performance Period, “adjusted cumulative operating earnings” was calculated by adding back intangible asset amortization, the impact of the fair value of deferred revenues acquired in a business combination and non-recurring items to GAAP cumulative operating earnings. These measures are publicly reported in our financial results. For the purposes of calculating performance during the 2022-2024 Performance Period, “adjusted cumulative revenues” was calculated as GAAP revenues less the impact of the fair value of deferred revenues acquired in a business combination. These measures are publicly reported in our financial results. Vesting of the FY22 PSUs at the threshold, target and stretch levels of performance during the 2022-2024 Performance Period are shown in the chart below, with vesting based on linear interpolation between these levels. None of the FY22 PSUs would vest if performance was below the threshold level and performance above the maximum level would not result in vesting of additional FY22 PSUs.

  66. Performance Share Unit Awards for the 2022-2024 Performance Period

    | Performance Share Unit Vesting Schedule | | | | Threshold Level of Performance | Target Level of Performance | Stretch Level of Performance | | 50% | 100% | 150% |

  67. Performance Share Unit Awards for the 2022-2024 Performance Period

    The target level of performance, which would result in vesting of 100% of the FY22 PSUs, reflected growth and margins goals over the 2022-2024 Performance Period. The maximum level of performance, which would result in vesting of 150% of the FY22 PSUs, was materially higher than the target level of performance and reflected significantly increased levels of growth in revenues and earnings. Following conclusion of the 2022-2024 Performance Period, the Compensation and Talent Committee evaluated FactSet’s performance against the performance goals for the FY22 PSUs as follows. Based on this evaluation, it was determined that the FY22 PSUs would vest at 127.5% of target.

  68. Performance Share Unit Awards for the 2022-2024 Performance Period

    | Measure | Weighting | Base Performance | Target Performance | Stretch Performance | Actual Performance | Payout as a Percent of Target | | Adjusted Cumulative Revenues | 50% | $5,920 million | $6,067 million | $6,249 million | $6,132 million | 117.9% | | Adjusted Cumulative Operating Earnings | 50% | $2,031 million | $2,130 million | $2,242 million | $2,213 million | 137.1% | | Total Payout as Percentage of Target | | | | | | 127.5% |

  69. Performance Share Unit Awards for the 2022-2024 Performance Period

    Following certification of FactSet’s performance against the performance goals for the FY22 PSUs during the 2022-2024 Performance Period, the NEOs listed below received the following PSUs, all of which vested and converted to shares on November 1, 2024.

  70. Performance Share Unit Awards for the 2022-2024 Performance Period

    | NEO | Number of Shares of Common Stock Received for PSUs Vested November 1, 2024 | | F. Philip Snow | 6,764 | | Helen L. Shan | 2,256 | | Goran Skoko | 1,129 | | Christopher McLoughlin | — | | Katherine M. Stepp | 317 |

  71. Performance Share Unit Awards for the 2023-2025 Performance Period

    Performance Share Unit Awards for the 2023-2025 Performance Period On November 1, 2022, Mr. Snow, Ms. Shan, Mr. Skoko, and Ms. Stepp were among the FactSet employees granted PSU awards (the “FY23 PSUs”). Each FY23 PSU represented the right to receive one share of FactSet common stock, subject to adjustment based on our performance during the three-year period from September 1, 2022, through August 31, 2025 (the "2023-2025 Performance Period") measured against certain specified performance goals established for the 2023-2025 Performance Period. Any FY23 PSUs earned would vest on November 1, 2025, being the third anniversary of the FY23 PSU grant date. The performance goals for the FY23 PSUs were based 50% on each of (a) our adjusted cumulative operating earnings during the 2023-2025 Performance Period and (b) our adjusted cumulative revenues during the 2023-2025 Performance Period. These performance goals were established at the time of the grant of the FY23 PSUs. The Compensation and Talent Committee subsequently revised the original goals for the FY23 PSUs to reflect the acquisitions of Irwin in November 2024 and LiquidityBook in February 2025. The revised goals were consistent with underlying performance expectations used by the Committee to set the original PSU goals, excluding the anticipated impact of the acquisitions. For the purposes of calculating performance during the 2023-2025 Performance Period, “adjusted cumulative operating earnings” was calculated by adding back intangible asset amortization, the impact of the fair value of deferred revenues acquired in a business combination and non-recurring items to GAAP cumulative operating earnings. These measures are publicly reported in our financial results. For the purposes of calculating performance during the 2023-2025 Performance Period, “adjusted cumulative revenues” was calculated as GAAP revenues less the impact of the fair value of deferred revenues acquired in a business combination. These measures are publicly reported in our financial results. Vesting of the FY23 PSUs at the threshold, target and stretch levels of performance during the 2023-2025 Performance Period are shown in the chart below, with vesting based on linear interpolation between these levels. None of the FY23 PSUs would vest if performance was below the threshold level and performance above the maximum level would not result in vesting of additional FY23 PSUs.

  72. Performance Share Unit Awards for the 2023-2025 Performance Period

    | Performance Share Unit Vesting Schedule | | | | Threshold Level of Performance | Target Level of Performance | Stretch Level of Performance | | 50% | 100% | 150% |

  73. Performance Share Unit Awards for the 2023-2025 Performance Period

    The target level of performance, which would result in vesting of 100% of the FY23 PSUs, reflected growth and margins goals over the 2023-2025 Performance Period. The maximum level of performance, which would result in vesting of 150% of the FY23 PSUs, was materially higher than the target level of performance and reflected significantly increased levels of growth in revenues and earnings. Following conclusion of the 2023-2025 Performance Period, the Compensation and Talent Committee evaluated FactSet’s performance against the performance goals for the FY23 PSUs as follows. Based on this evaluation, it was determined that the FY23 PSUs would vest at 50.8% of target.

  74. Performance Share Unit Awards for the 2023-2025 Performance Period

    | Measure | Weighting | Threshold Performance | Target Performance | Max Performance | Actual Performance | Payout as a Percent of Target | | Adjusted Cumulative Revenues | 50% | $6,701 million | $6,906 million | $7,113 million | $6,610 million | —% | | Adjusted Cumulative Operating Earnings | 50% | $2,315 million | $2,428 million | $2,556 million | $2,432 million | 101.5% | | Total Payout as Percentage of Target | | | | | | 50.8% |

  75. Performance Share Unit Awards for the 2023-2025 Performance Period

    Following certification of FactSet’s performance against the performance goals for the FY23 PSUs during the 2023-2025 Performance Period, the NEOs listed below received the following PSUs, all of which are scheduled to vest and convert to shares on November 1, 2025.

  76. Performance Share Unit Awards for the 2023-2025 Performance Period

    | NEO | Number of Shares of Common Stock Received for PSUs Vested November 1, 2025 | | F. Philip Snow | 3,058 | | Helen L. Shan | 1,009 | | Christopher McLoughlin | — | | Goran Skoko | 612 | | Katherine M. Stepp | 367 |

  77. Make-Whole Awards for Mr. McLoughlin

    Make-Whole Awards for Mr. McLoughlin During fiscal 2025, in connection with his appointment as Chief Legal Officer, Mr. McLoughlin received one-time sign-on awards to make him whole for certain compensation he forfeited from his previous employer. This comprised a one-time cash payment of $350,000 and, on December 2, 2024 a one-time grant of 3,108 restricted share units ("RSUs") which vest 50% on the first anniversary date of the grant and 50% on the second anniversary date of the grant. The RSUs awarded had a target grant date value of $1,500,000.

  78. Compensation Adjustment and Special Retention Award for Ms. Shan

    Compensation Adjustment and Special Retention Award for Ms. Shan On March 17, 2025, the Compensation and Talent Committee approved a forward-looking compensation adjustment and special retention grant of time-based RSUs to our Chief Financial Officer, Helen Shan. These adjustments were provided to Ms. Shan in connection with (1) successfully leading the smooth transition of key strategic and financial initiatives following the exit of our prior CFO, and (2) ensuring leadership continuity during the transitional period of onboarding our new CEO. The retention award had a grant date value of $1.5 million with 33% of the units vesting on the first anniversary of the grant date with the remaining 67% vesting on the second anniversary of the grant date. For Ms. Shan's FY2026 Long-Term Incentive Award that is expected to be granted in November 2025, the value was increased from $1.8 million to $2.3 million, resulting in an increase in her FY2026 target total compensation from $3.0 million to $3.5 million. The Compensation and Talent Committee believes the granting of retention awards and mid-cycle adjustments to compensation should only be done in extraordinary circumstances and that ensuring the continuity and quality of the Company’s finance function is in the best interests of our stockholders.

  79. Executive Severance Plan and Other NEO Arrangements

    Executive Severance Plan and Other NEO Arrangements FactSet has not entered into any employment agreements with our fiscal year 2025 NEOs, aside from the Senior Advisor Agreement (defined and explained below) with Mr. Snow in connection with his retirement as described below, and, as such, FactSet is not bound by any other contractual salary, incentive grants or other compensation requirements for our fiscal year 2025 NEOs except for the FactSet Research Systems Inc. Executive Severance Plan and Equity Award Agreements. The FactSet Research Systems Inc. Executive Severance Plan (the “Executive Severance Plan”) has an effective date of March 1, 2020 and was amended effective June 17, 2024. The Executive Severance Plan covers Mr. Snow and the other NEOs (among other executives and subject to any designation otherwise by the Compensation and Talent Committee) (collectively, the “Executives”). The Compensation and Talent Committee approved adoption of the Executive Severance Plan to establish a standard approach for dealing with Executives upon separation from FactSet, with the goal of ensuring equitable treatment of Executives in similar situations and eliminating individual negotiations. The Executive Severance Plan further serves to enhance attraction and retention of Executives, providing financial protection to Executives and aligning their interests with those of stockholders by enabling Executives to focus on long-term value creation rather than job stability during transformational periods such as a potential change of control situation. Through the Executive Severance Plan, we may also, to the extent permissible by law, bind departing Executives with restrictive covenants such as non-competition, non-solicitation and confidentiality that will benefit FactSet. For a description of the terms of the Executive Severance Plan and treatment of options, RSUs and PSUs in the event of termination of employment, please see “Potential Payments upon Termination or Change of Control” below. On August 12, 2025, the Company entered into a Senior Advisor Agreement with Mr. Snow in connection with his retirement (the “Senior Advisor Agreement”). Pursuant to the Senior Advisor Agreement, following Mr. Snow’s retirement on September 8, 2025 through December 31, 2025, Mr. Snow is serving as a senior advisor to the Board and Mr. Viswanathan assisting in the transition of the new CEO. During the term of the Senior Advisor Agreement, Mr. Snow will continue to receive his base salary and employee benefits. In addition, Mr. Snow has met the retirement criteria under his Equity Award Agreements and therefore, his equity awards will continue to vest in accordance with their existing terms. For a description of the treatment of equity awards upon retirement, including Mr. Snow, please see “Potential Payments upon Termination or Change of Control” below.

  80. Stock Option Grant Policy

    Stock Option Grant Policy The FactSet Research Systems Inc. Stock Option Grant Policy (the "Option Grant Policy") was adopted effective June 16, 2023. The Option Grant Policy applies to any grant of stock options made by FactSet to our employees, executives, or directors. Under the Option Grant Policy, FactSet shall not time the disclosure of material nonpublic information ("MNPI") for the purpose of affecting the value of any employee, executive, or director compensation and shall not take MNPI into account when determining the terms of stock option grants. Pursuant to the Option Grant Policy, FactSet shall not grant stock options during the period starting four business days before the filing of a periodic report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K that discloses MNPI and concluding one business day after the filing or furnishing of such report. If a regularly scheduled or intended stock option grant date falls within such a period, FactSet shall move the grant date to the first business day after the conclusion of such period.

  81. Incentive Compensation Recoupment Policy

    Incentive Compensation Recoupment Policy The FactSet Research Systems Inc. Incentive Compensation Recoupment Policy (the "Clawback Policy") was updated and revised effective October 2, 2023. The Clawback Policy applies to all our officers under Section 16 of the Exchange Act, including all of our NEOs, as well as any other officers of FactSet who participate in our Executive Severance Plan (each a "covered officer"), and provides that: •If FactSet’s financial statements must be restated for any reason, then the Board must take action to recoup any Incentive Compensation (i.e., any cash compensation or an award of equity compensation from FactSet that is based in whole or in part on the achievement of financial performance) erroneously received by a covered officer. •If the Board concludes that a covered officer committed Misconduct (as defined in the Clawback Policy, and which includes a material violation of any non-competition or non-solicitation obligation owed to the Company) resulting in material financial or reputational harm to FactSet, regardless of the occurrence of a restatement, the Board may seek recovery of all or a portion of the Incentive Compensation and the Time-Based Equity Compensation (as defined in the Clawback Policy, and which includes without limitations RSUs and stock options that are not based in whole or in part on the achievement of financial performance metrics) awarded to such officer for the performance period in which the Misconduct occurred.

  82. Compensation Risk Assessment

    Compensation Risk Assessment The Compensation and Talent Committee annually assesses, with the assistance of management, our compensation policies and practices to determine whether they create risks that are reasonably likely to have a material adverse effect on FactSet. We believe that risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on FactSet. In reaching this determination, we took into account the design elements of our compensation policies and practices, including a mixture of cash and equity-based compensation, multi-year vesting of equity awards, our Clawback Policy, the use of multiple financial performance measures and internal controls over financial reporting, reasonable performance goals, and the oversight by the Compensation and Talent Committee. Based on this analysis, the Compensation and Talent Committee concluded that our compensation programs, both executive and broad-based, provide multiple effective safeguards to protect against unnecessary risk-taking, effectively balancing risk and reward in the best interest of our stockholders. COMPENSATION AND TALENT COMMITTEE REPORT The Compensation and Talent Committee reviewed and discussed with management the “Compensation Discussion and Analysis” above and, based on such review and discussion, recommended to the Board that it be included in this Proxy Statement. SUBMITTED BY THE COMPENSATION AND TALENT COMMITTEE OF THE BOARD OF DIRECTORS

  83. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation earned or awarded to each NEO for fiscal years 2025, 2024 and 2023.

  84. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Non-equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | F. Philip Snow(5) Chief Executive Officer | 2025 | $775,000 | $— | $3,750,162 | $3,750,093 | $1,171,376 | $14,300 | $9,460,930 | | | 2024 | $773,077 | $— | $3,000,011 | $3,000,075 | $798,146 | $13,163 | $7,584,472 | | | 2023 | $746,154 | $— | $2,500,166 | $2,500,089 | $1,102,406 | $13,200 | $6,862,015 | | Helen L. Shan(6) Executive Vice President, Chief Financial Officer | 2025 | $570,961 | $— | $2,403,341 | $900,022 | $633,851 | $14,000 | $4,522,176 | | | 2024 | $523,077 | $— | $875,162 | $875,027 | $419,943 | $13,800 | $2,707,009 | | | 2023 | $498,077 | $— | $825,221 | $825,072 | $607,150 | $13,200 | $2,737,784 | | Goran Skoko(7) Executive Vice President, Chief Revenue Officer, Managing Director EMEA and Asia Pacific | 2025 | $586,960 | $— | $650,224 | $650,060 | $800,072 | $48,274 | $2,735,591 | | | 2024 | $543,132 | $— | $575,374 | $575,086 | $530,757 | $177,903 | $2,402,252 | | | 2023 | $423,077 | $— | $500,033 | $500,093 | $374,238 | $1,244,078 | $3,041,519 | | Christopher McLoughlin(7)(8) Executive Vice President, Chief Legal Officer and Corporate Secretary | | | | | | | | | | | 2025 | $354,466 | $350,000 | $1,844,268 | $343,782 | $366,034 | $14,000 | $3,272,550 | | Katherine M. Stepp Executive Vice President, Chief Technology Officer | 2025 | $438,789 | $— | $475,404 | $475,034 | $447,539 | $353,056 | $2,189,822 | | | 2024 | $421,154 | $— | $400,001 | $400,054 | $325,795 | $462,184 | $2,009,188 |

  85. Summary Compensation Table

    1.The amounts set forth in the Stock Awards column represent the aggregate grant date fair value of PSU and RSU awards granted during the applicable fiscal year, computed in accordance with ASC Topic 718. The assumptions made for the valuation of PSU and RSU awards are disclosed in the Notes to Consolidated Financial Statements included in the Company’s 2025 Annual Report on Form 10-K. The grant date fair value of PSU and RSU awards is measured by reducing the grant date price of FactSet's common stock by the present value of the dividends expected to be paid on the underlying stock during the requisite vesting period, discounted at the appropriate risk-free interest rate. The NEOs are not entitled to any dividends or dividend equivalents with respect to PSUs and RSUs. The PSUs and RSUs entitle the holders to shares of common stock upon vesting (and in the case of PSUS, subject to the achievement of certain performance metrics). The grant date fair value of PSU awards is determined based on the target level of performance. The value of PSU awards to each of our NEOs in fiscal year 2025 assuming maximum performance is as follows: $7,500,324 for Mr. Snow, $1,800,826 for Ms. Shan, $1,300,448 for Mr. Skoko, $687,948 for Mr. McLoughlin, and $950,808 for Ms. Stepp. 2.The amounts set forth in the Option Awards column represent the aggregate grant date fair value, computed in accordance with ASC Topic 718, of the stock options granted to each of our NEOs during the applicable fiscal year. The Company utilizes a lattice-binomial model to estimate the fair value of stock options on the date of grant (or, in the case of a modified option, the date of modification). The assumptions made for the valuation of stock option awards are disclosed in the Notes to Consolidated Financial Statements included in the Company’s 2025 Annual Report on Form 10-K. 3.The amounts set forth in the Non-equity Incentive Plan Compensation column represent the annual cash incentives earned by our NEOs based on individual and Company performance. The amounts included for fiscal year 2025 for Mr. Skoko and Mr. McLoughlin, which were paid in GBP, were converted to U.S. dollars using the spot rate on September 1, 2025 of GBP 1 to 1.350348 USD for purposes of this disclosure. The amount included for fiscal 2024 for Mr. Skoko was converted to U.S. dollars using an exchange rate of 1 GBP=1.3127 USD. 4.The amounts set forth in the All Other Compensation column include employer payments to the applicable individual NEOs for matching contributions to FactSet's defined contribution plans and other benefits. The following table summarizes the amounts shown in the All Other Compensation column for fiscal 2025.

  86. Summary Compensation Table

    | | All Other Compensation in Fiscal 2025 | | | | | Name | Company Contributions to Defined Contribution Plans(5a) | Tax Equalization(5b) | Other(5c) | Total All Other Compensation | | F. Philip Snow | $14,300 | $— | $— | $14,300 | | Helen L. Shan | $14,000 | $— | $— | $14,000 | | Goran Skoko | $39,057 | $7,717 | $1,500 | $48,274 | | Christopher McLoughlin | $14,000 | $— | $— | $14,000 | | Katherine M. Stepp | $14,215 | $338,341 | $500 | $353,056 |

  87. Summary Compensation Table

    a) Amounts shown reflect Company matching contributions to individual NEO's employee defined contribution accounts. Mr. Skoko and Mr. McLoughlin, who are U.K. employees, received Company matching contributions to their U.K. defined contribution account in British Pounds. Such amounts have been converted to U.S. dollars using an exchange rate of 1 GBP = 1.350348 USD. b) Reflects tax equalization payments and reimbursements provided to the individuals in connection with their previous expatriate assignments. The tax equalization benefits are designed to mitigate the impact of an expatriate assignment by covering tax expense in excess of what the employee would have incurred had the employee remained in their home country. c) Amounts shown reflect expenses for tax preparation and planning provided to the individuals in connection with their expatriate assignments. 5.Mr. Snow received no additional compensation for serving on the Company’s Board of Directors during any of the years presented. 6.Ms. Shan received a one-time retention award on May 1, 2025 of 3,550 RSUs. 7.Mr. Skoko's and Mr. McLoughlin's fiscal 2025 salaries were paid in British Pounds during fiscal 2025. Such amounts have been converted to U.S. dollars using an exchange rate of 1 GBP = 1.350348 USD. Mr. Skoko's fiscal 2024 cash compensation was paid in British Pounds and converted 1 GBP = 1.2672 USD for all figures except for non-equity incentive plan compensation for which we used an exchange rate of 1 GBP = 1.3127 USD. 8.Mr. McLoughlin joined FactSet on December 2, 2024, and received a one-time sign-on bonus of $350,000 and a one-time grant of 3,108 RSUs (with a target grant date value of $1.5 million) in each case to make him whole for compensation he forfeited from his previous employer to join FactSet.

  88. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information on all plan-based awards granted during fiscal 2025 to each NEO. Actual amounts payable under these awards may differ from the grant date fair value as listed in this table.

  89. Grants of Plan-Based Awards

    | Grants of Plan Based Awards Table | | | | | | | | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | All Other Option Awards: | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(1) | | Name | Type of Award | Approval Date | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Shares of Stock Units (#) | Number of Securities Underlying Options (#) | | | | Snow | Options(2) | 10/10/24 | 11/1/24 | | | | | | | | 28,175 | $458.80 | $3,750,093 | | | PSUs(3) | 10/10/24 | 11/1/24 | | | | 4,205 | 8,409 | 16,818 | | | | $3,750,162 | | | AIP(4) | | | $— | $1,162,500 | $2,325,000 | | | | | | | | | Shan | Options(3) | 10/10/24 | 11/1/24 | | | | | | | | 6,762 | $458.80 | $900,022 | | | PSUs(4) | 10/10/24 | 11/1/24 | | | | 1,010 | 2,019 | 4,038 | | | | $900,413 | | | RSUs(5) | 3/17/24 | 5/1/25 | | | | | | | 3,550 | | | $1,502,928 | | | AIP(5) | | | $— | $632,500 | $1,265,000 | | | | | | | | | Skoko | Options(3) | 10/10/24 | 11/1/24 | | | | | | | | 4,884 | $458.80 | $650,060 | | | PSUs(4) | 10/10/24 | 11/1/24 | | | | 729 | 1,458 | 2,916 | | | | $650,224 | | | AIP(5) | | | $— | $704,352 | $1,408,704 | | | | | | | | | McLoughlin | Options(3) | 9/16/24 | 12/2/24 | | | | | | | | 2,421 | $489.47 | $343,782 | | | PSUs(4) | 9/16/24 | 12/2/24 | | | | 362 | 723 | 1,446 | | | | $343,974 | | | RSUs(6) | 9/16/24 | 12/2/24 | | | | | | | 3,108 | | | $1,500,294 | | | AIP(5) | | | $— | $354,467 | $708,934 | | | | | | | | | Stepp | Options(3) | 10/10/24 | 11/1/24 | | | | | | | | 3,569 | $458.80 | $475,034 | | | PSUs(4) | 10/10/24 | 11/1/24 | | | | 533 | 1,066 | 2,132 | | | | $475,404 | | | AIP(5) | | | $— | $440,000 | $880,000 | | | | | | | |

  90. Grants of Plan-Based Awards

    Options - Stock Options PSUs - Performance Share Units RSUs - Restricted Stock Units AIP - Annual Incentive Plan (1)The amounts set forth in the Grant Date Fair Value of Stock and Option Awards column represent the aggregate grant date fair value, computed in accordance with ASC Topic 718, of the stock options, PSUs, and RSUs granted to each of our NEOs during the fiscal year ending August 31, 2025. For further details, see footnotes 1 and 2 to the Summary Compensation Table above. (2)Options granted on November 1, 2024 vest 20% on each anniversary of the grant date over a five-year period, subject to the recipient's continued employment or service through each vesting date, and have a exercise price is equal to 100% of the closing price of the Company’s common stock on the NYSE on November 1, 2024. The options granted to Mr. McLoughlin on December 2, 2024 vest 20% on the first anniversary of the grant date and then 20% on each November 1 of the following four years and have an exercise price equal to 100% of the closing price of the Company's common stock on the NYSE on December 2, 2024. (3)Each PSU represents the right to receive one share of FactSet common stock, subject to vesting based on our performance during a three-year period from September 1, 2024 through August 31, 2027 (the "Performance Period") measured against pre-established performance goals that are based 50% on our adjusted cumulative operating earnings and 50% on our adjusted cumulative revenues. Any PSUs earned will vest on November 1, 2027. (4)These amounts represent the target and maximum amounts payable under our fiscal 2025 annual cash incentive program. The amounts for Mr. Skoko and Mr. McLoughlin, which were set in GBP, were converted to U.S. dollars using the spot rate on September 1, 2025 of GBP 1 to $1.350348. (5)The RSUs granted to Ms. Shan vest 1/3 on the first anniversary and 2/3 on the second anniversary of the grant date, and the RSUs granted to Mr. McLoughlin vest 50% on each of the first two anniversaries of the grant date, in each case, subject to their continued employment or service through each applicable vesting date.

  91. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The table below shows each NEO’s outstanding equity grants as of August 31, 2025.

  92. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (#) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Snow | 11/1/16 | 11,961 | —(1) | $152.28 | 11/1/26 | | | | | | | 11/2/17 | 31,075 | —(1) | $189.98 | 11/2/27 | | | | | | | 11/1/18 | 26,422 | —(1) | $221.88 | 11/1/28 | | | | | | | 11/1/19 | 24,922 | —(1) | $255.87 | 11/1/29 | | | | | | | 11/9/20 | 17,896 | 4,474(1) | $316.71 | 11/9/30 | | | | | | | 11/1/21 | 13,182 | 8,791(1) | $434.82 | 11/1/31 | | | | | | | 11/1/22 | 7,960 | 11,942(1) | $426.25 | 11/1/32 | 3,058 | $1,141,613 | | (2) | | | 11/1/23 | 4,525 | 18,100(1) | $436.57 | 11/1/33 | | | 14,130 | $5,275,012(3) | | | 11/1/24 | — | 28,175(1) | $458.80 | 11/1/34 | | | 16,818 | $6,278,496(3) | | Shan | 9/28/18 | 13,195 | —(1) | $223.71 | 09/28/28 | | | | | | | 11/1/19 | 9,969 | —(1) | $255.87 | 11/1/29 | | | | | | | 11/9/20 | 6,900 | 1,729(1) | $316.71 | 11/9/30 | | | | | | | 5/3/21 | 5,648 | 1,412(1) | $342.06 | 5/3/31 | | | | | | | 11/1/21 | 4,395 | 2,930(1) | $434.82 | 11/1/31 | | | | | | | 11/1/22 | 2,626 | 3,942(1) | $426.25 | 11/1/32 | 1,009 | $376,680 | | (2) | | | 11/1/23 | 1,319 | 5,280(1) | $436.57 | 11/1/33 | | | 4,122 | $1,538,825(3) | | | 11/1/24 | — | 6,762(1) | $458.80 | 11/1/34 | | | 4,038 | $1,507,466(3) | | | 5/1/25 | | | | | 3,550 | $1,325,286 | | (4) | | Skoko | 11/1/18 | 8,807 | —(1) | $221.88 | 11/1/28 | | | | | | | 11/1/19 | 4,985 | —(1) | $255.87 | 11/1/29 | | | | | | | 11/9/20 | 3,576 | 898(1) | $316.71 | 11/9/30 | | | | | | | 11/1/21 | 2,196 | 1,467(1) | $434.82 | 11/1/31 | | | | | | | 11/1/22 | 1,592 | 2,389(1) | $426.25 | 11/1/32 | 612 | $228,472 | | (2) | | | 11/1/23 | 867 | 3,470(1) | $436.57 | 11/1/33 | | | 2,710 | $1,145,896(3) | | | 11/1/24 | — | 4,884(1) | $458.80 | 11/1/34 | | | 2,916 | $1,088,601(3) | | McLoughlin | 12/2/24 | — | 2,421(1) | $489.47 | 12/2/34 | | | 1,446 | $539,821(2) | | | 12/2/24 | | | | | 3,108 | $1,160,279 | | (5) | | Stepp | 11/1/18 | 493 | —(1) | $221.88 | 11/1/28 | | | | | | | 11/1/19 | 1,579 | —(1) | $255.87 | 11/1/29 | | | | | | | 11/9/20 | 1,020 | 259(1) | $316.71 | 11/9/30 | | | | | | | 11/1/21 | 615 | 411(1) | $434.82 | 11/1/31 | | | | |

  93. Outstanding Equity Awards at Fiscal Year-End

    | 11/1/22 | 954 | 1,435(1) | $426.25 | 11/1/32 | 367 | $137,008 | | (2) | | 11/1/23 | 603 | 2,414(1) | $436.57 | 11/1/33 | | | 1,884 | $703,335(3) | | 11/1/24 | — | 3,569(1) | $458.80 | 11/1/34 | | | 2,132 | $795,918(3) |

  94. Outstanding Equity Awards at Fiscal Year-End

    (1)Options vest 20% on each anniversary date of the award over a five-year period, with the exception of the December 2, 2024 grant to Mr. McLoughlin, which vest 20% on the first anniversary date of the award and then 20% on each November 1 for the following four years. (2)These PSUs were subject to vesting contingent on satisfaction of pre-established performance goals measured over a three-year period that ended on August 31, 2025. The number of shares shown with respect to these PSU awards reflects the actual number of PSUs earned based on performance. The market value of these PSU awards is calculated by multiplying the number of earned PSUs by the closing price of a share of FactSet common stock on August 31, 2025, which was $373.32. Earned PSUs will vest on November 1, 2025, subject to the recipient’s continued employment or service through the vesting date. (3)PSUs that are subject to vesting contingent on satisfaction of pre-established performance goals measured over a thee-year period. The number of shares shown with respect to the PSU awards are at maximum-level performance. The market value of the PSU awards that have not vested is calculated by multiplying the number of PSUs that have not vested by the closing price of a share of FactSet common stock on August 31, 2025, which was $373.32. The amounts for the awards do not necessarily reflect the dollar amounts of compensation that may be realized by our NEOs. NEOs are not entitled to any dividends or dividend equivalents with respect to PSUs. (4)These RSUs vest 1/3 on the first anniversary of the date of grant and 2/3 on the second anniversary of the date of grant, subject to the recipient's continued employment or service through each applicable vesting date. The market value of the RSUs that have not vested is calculated by multiplying the number of RSUs that have not vested by the closing price of a share of FactSet common stock on August 31, 2025, which was $373.32. The amounts for the awards do not necessarily reflect the dollar amounts of compensation that may be realized by our NEOs. NEOs are not entitled to any dividends or dividend equivalents with respect to RSUs. (5)These RSUs vest in equal 50% on each of the first two anniversaries of the grant date, subject to the recipient's continued employment or service through each applicable vesting date. The market value of the RSUs that have not vested is calculated by multiplying the number of RSUs that have not vested by the closing price of a share of FactSet common stock on August 31, 2025, which was $373.32. The amounts for the awards do not necessarily reflect the dollar amounts of compensation that may be realized by our NEOs. NEOs are not entitled to any dividends or dividend equivalents with respect to RSUs.

  95. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information regarding the number and value of stock options exercised and stock awards vested for each NEO during fiscal 2025.

  96. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise(1) | Number of Shares Acquired on Vesting | Value Realized on Vesting(2) | | F. Philip Snow | 33,000 | $9,882,225 | 6,764 | $3,103,323 | | Helen L. Shan | — | $— | 2,256 | $1,035,053 | | Goran Skoko | — | $— | 1,129 | $517,985 | | Christopher McLoughlin | — | $— | — | $— | | Katherine M. Stepp | 1,480 | $300,369 | 317 | $145,440 |

  97. Option Exercises and Stock Vested

    (1)Based upon the market price of the purchased shares on the exercise date less the stock option exercise price paid for such shares. (2)Based upon the market value of the shares on the vesting date.

  98. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control The amount of compensation payable to each of our NEOs upon termination with cause, termination without cause, termination after change of control, retirement, death or disability, change of control after retirement, and death after retirement is shown in the "Potential Payments upon Termination of Employment, Change of Control or Retirement Table" below. The amounts shown in that table are based on certain assumptions set forth below, as the actual amounts to be paid out can only be determined in the event of and at the time of an NEO's separation from FactSet. We do not have employment agreements with any of our NEOs, with the exception of the Senior Advisor Agreement with Mr. Snow (as described below). On February 29, 2020, we adopted the Executive Severance Plan with an effective date of March 1, 2020. The Executive Severance Plan covers the NEOs other than Mr. Snow (among other executives and subject to any designation otherwise by the Compensation and Talent Committee). In connection with our adoption of the Executive Severance Plan, we also entered into an equity award letter agreement (the “Equity Award Agreement”) with each of the executives covered by the Executive Severance Plan, including all of the NEOs. The Executive Severance Plan and the Equity Award Agreements provide for the payments and benefits payable in connection with a participating executive’s separation from FactSet under various circumstances, subject to the executive’s ongoing compliance with applicable restrictive covenants, including non-competition, non-solicitation and confidentiality and execution of a general release of claims in favor of FactSet. On August 12, 2025, the Company entered into a Senior Advisor Agreement with Mr. Snow in connection with his retirement. Pursuant to the Senior Advisor Agreement, following Mr. Snow’s retirement on September 8, 2025 through December 31, 2025, Mr. Snow is serving as a senior advisor to the Board and Mr. Viswanathan assisting in the transition of the CEO. During the term of the Senior Advisor Agreement, Mr. Snow will continue to receive his base salary and employee benefits. In addition, Mr. Snow has met the retirement criteria under his Equity Award Agreements and therefore, his equity awards will continue to vest in accordance with their existing terms.

  99. Potential Payments upon Termination of Employment, Change of Control or Retirement Table

    Potential Payments upon Termination of Employment, Change of Control or Retirement Table The information in the table below summarizes the compensation that would be paid under plans and contractual arrangements in effect as of August 31, 2025 to each of our NEOs in the event of termination of such executive’s employment with FactSet and/or change of control of FactSet and/or retirement from FactSet as of that date. The amounts assume that the listed officer left FactSet effective August 31, 2025, and that the price per share of FactSet common stock on that date was $373.32. The amounts for unvested stock option awards are based upon the difference between $373.32 and the exercise price of such stock option awards held by the NEO at August 31, 2025.

  100. Potential Payments upon Termination of Employment, Change of Control or Retirement Table

    | Name | Potential Payment or Benefit | Termination With Cause | Termination Without Cause | Termination after Change of Control | Retirement | Death or Disability | Change of Control after Retirement | Death after Retirement | | F. Philip Snow | Severance Payment | $— | $4,068,750 | $5,037,500 | $— | $— | $— | $— | | | Equity Treatment | $— | $4,258,997 | $6,184,581 | $5,138,165 | $5,138,165 | $6,184,581 | $2,440,552 | | | Health Benefits | $— | $36,326 | $48,434 | $— | $— | $— | $— | | | Outplacement Services | $— | $25,000 | $25,000 | $— | $— | $— | $— | | Helen L. Shan | Severance Payment | $— | $1,840,000 | $2,443,750 | $— | $— | $— | $— | | | Equity Treatment | $— | $1,396,746 | $2,346,224 | $— | $1,653,217 | $— | $— | | | Health Benefits | $— | $11,325 | $16,987 | $— | $— | $— | $— | | | Outplacement Services | $— | $25,000 | $25,000 | $— | $— | $— | $— | | Christopher McLoughlin | Severance Payment | $— | $1,417,865 | $1,890,487 | $— | $— | $— | $— | | | Equity Treatment | $— | $— | $476,730 | $— | $— | $— | $— | | | Health Benefits(1) | $— | $— | $— | $— | $— | $— | $— | | | Outplacement Services | $— | $25,000 | $25,000 | $— | $— | $— | $— | | Goran Skoko | Severance Payment | $— | $1,995,663 | $2,641,319 | $— | $— | $— | $— | | | Equity Treatment | $— | $837,545 | $1,187,595 | $1,006,162 | $1,006,162 | $1,187,595 | $410,691 | | | Health Benefits(1) | $— | $— | $— | $— | $— | $— | $— | | | Outplacement Services | $— | $25,000 | $25,000 | $— | $— | $— | $— | | Katherine M. Stepp | Severance Payment | $— | $1,320,000 | $1,760,000 | $— | $— | $— | $— | | | Equity Treatment | $— | $519,017 | $768,893 | $— | $636,240 | $— | $— | | | Health Benefits | $— | $19,132 | $28,699 | $— | $— | $— | $— | | | Outplacement Services | $— | $25,000 | $25,000 | $— | $— | $— | $— |

  101. Potential Payments upon Termination of Employment, Change of Control or Retirement Table

    (1) Health benefits were not included for Mr. Skoko or Mr. McLoughlin as our U.K. employees are not insured for continued coverage following termination under our group health plan.

  102. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K (collectively, the "Pay Ratio Rule"), we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO during fiscal 2025, Mr. Snow. For the fiscal year completed August 31, 2025, the median of the annual total compensation of all employees at FactSet (other than our CEO), was $17,636 and the annual total compensation of our CEO, as reported in the Summary Compensation Table of this Proxy Statement, was $9,460,930. Based on this information, for fiscal 2025, a reasonable estimate, calculated in a manner consistent with the Pay Ratio Rule, of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees was 536 to 1. The provisions of the Pay Ratio Rule for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. For purposes of the above disclosure, we are required to identify our median employee based on our global workforce, without regard to their location, compensation arrangements, or employment status (full-time versus part-time). At August 31, 2025, we had employees in 19 countries, with approximately 18.5% of our employees located in the United States and approximately 81.5% located in other jurisdictions. To identify the median of the annual total compensation of all employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions that we used were as follows: •Selected August 31, 2025, as the date upon which we would identify the “median employee,” as it corresponds to our fiscal year end. •Provided annualized compensation of all permanent employees who were new hires in fiscal 2025. •No cost-of-living adjustments in identifying the “median employee.” •Applied the local currency to U.S. dollar exchange spot rate as of September 1, 2024, to the compensation paid to non-U.S. employees to facilitate comparison of all employees in U.S. dollars. For purposes of measuring the compensation of our employees, we selected base salary or wages plus overtime pay, plus annual cash incentive bonuses, plus allowances, plus equity grants, as the most appropriate measures of compensation. Using this methodology, we determined that our “median employee” was a full-time, salaried employee located in our Hyderabad, India office. With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for fiscal 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation in the amount of $17,636. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of the fiscal 2025 Summary Compensation Table included in this Proxy Statement.

  103. Pay Versus Performance

    Pay Versus Performance The following section has been prepared in accordance with the SEC’s pay versus performance (“PVP”) disclosure rules. Under the PVP rules, the SEC has developed a definition of pay, referred to as "Compensation Actually Paid" (“CAP”), which is compared here to certain performance measures defined by the SEC. The data included in the CAP columns does not reflect the actual amount of compensation earned or paid to our NEOs during the applicable fiscal year and is reported solely pursuant to the SEC rules. Our Compensation and Talent Committee did not use CAP as a basis for making compensation decisions, nor did it use the performance measures defined by the SEC for the PVP table to measure performance for executive compensation purposes. See our Compensation Discussion & Analysis on how we align pay with performance and how we approach the design of our executive compensation program.

  104. Pay Versus Performance Table

    Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, the following table sets forth compensation information of our Principal Executive Officer ("PEO") and our non-PEO NEOs along with total shareholder return ("TSR"), peer group total shareholder return, net income and our Company Selected Measure, Revenue.

  105. Pay Versus Performance Table

    | Pay Versus Performance | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(1) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs(2) | Total Shareholder Return(3) | Peer Group Total Shareholder Return(3) | Net Income (in Thousands) | Revenue (Company Selected Measure)(in thousands)(4) | | 2025 | $9,460,930 | $5,700,082 | $3,180,035 | $2,424,385 | $111.53 | $231.96 | $597,040 | $2,321,748 | | 2024 | $7,584,472 | $3,005,247 | $2,317,286 | $1,458,270 | $125.11 | $182.66 | $537,126 | $2,203,056 | | 2023 | $6,862,015 | $5,673,690 | $2,375,318 | $2,142,762 | $127.92 | $134.28 | $468,173 | $2,085,508 | | 2022 | $6,604,998 | $15,375,286 | $2,510,807 | $3,961,318 | $125.90 | $127.23 | $396,917 | $1,843,892 | | 2021 | $5,468,745 | $8,746,557 | $2,170,212 | $2,830,993 | $109.56 | $151.97 | $399,590 | $1,591,445 |

  106. Pay Versus Performance Table

    (1) Mr. Snow served as the Company's PEO for fiscal years 2021-2025. SEC rules require certain adjustments to be made to the amounts reported in the Summary Compensation Table ("SCT") in order to calculate CAP as shown in the table above. The following table details the applicable adjustments to the SCT Total for our PEO that were made to calculate PEO CAP. CAP does not reflect the actual amount of compensation that was or may be earned by or paid to our PEO during the applicable fiscal year.

  107. Pay Versus Performance Table

    | PEO SCT Total to CAP Reconciliation | FY2025 | FY2024 | FY2023 | FY2022 | FY2021 | | Summary Compensation Table Total | $9,460,930 | $7,584,472 | $6,862,015 | $6,604,998 | $5,468,745 | | Deduction for SCT "Stock Awards" column value | $(3,750,162) | $(3,000,011) | $(2,500,166) | $(2,250,063) | $(1,750,063) | | Deduction for SCT "Option Awards" column value | $(3,750,093) | $(3,000,075) | $(2,500,089) | $(2,250,035) | $(1,750,005) | | Deduction for SCT "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column value | $— | $— | $— | $— | $— | | Total Deductions from SCT | $(7,500,255) | $(6,000,086) | $(5,000,255) | $(4,500,098) | $(3,500,068) | | Increase for Service Cost and Prior Service Cost for Pension Plans | $— | $— | $— | $— | $— | | Increase for year end fair value of unvested equity granted during year | $4,884,670 | $3,444,963 | $4,531,366 | $5,509,555 | $5,184,817 | | Increase/(Deduction) for change in fair value of unvested equity granted in prior years | $(1,729,950) | $(1,537,645) | $185,152 | $6,162,251 | $2,784,260 | | Increase for vesting date fair value of equity granted and vested during year | $— | $— | $— | $— | $— | | Increase/(Deduction) for change in fair value of vested equity granted in prior years | $584,687 | $(486,457) | $(904,588) | $1,598,580 | $(1,191,197) | | Deduction for fair value of equity that failed to meet vesting conditions during the year | $— | $— | $— | $— | $— | | Increase based on value of dividends not otherwise reflected in fair value or total compensation | $— | $— | $— | $— | $— | | Total Adjustments | $3,739,407 | $1,420,861 | $3,811,930 | $13,270,386 | $6,777,880 | | CAP (SCT minus deductions plus total adjustments) | $5,700,082 | $3,005,247 | $5,673,690 | $15,375,286 | $8,746,557 |

  108. Pay Versus Performance Table

    (2) For fiscal 2025, our non-PEO NEOs were Helen L. Shan, Goran Skoko, Christopher McLoughlin, and Katherine M. Stepp. For fiscal 2024, our non-PEO NEOs were Helen Shan, Goran Skoko, Katherine M. Stepp, Catrina Harding, and Linda S. Huber. For fiscal 2022 and 2023, our non-PEO NEOs were Linda S. Huber, Helen Shan, Goran Skoko and Robert J. Robie. For fiscal 2021, our non-PEO NEOs were Helen Shan, Goran Skoko, Gene Fernandez and Rachel Stern. SEC rules require certain adjustments to be made to the amounts reported in the SCT in order to calculate CAP as shown in the table above. The following table details the applicable adjustments to the SCT Total for our non-PEO NEOs that were made to calculate non-PEO NEO CAP. CAP does not reflect the actual amount of compensation that was or may be earned by or paid to our non-PEO NEOs during the applicable fiscal year.

  109. Pay Versus Performance Table

    | Non-PEO NEO SCT Total to CAP Reconciliation | FY2025 | FY2024 | FY2023 | FY2022 | FY2021 | | Summary Compensation Table Total | $3,180,035 | $2,317,286 | $2,375,318 | $2,510,807 | $2,170,212 | | Deduction for SCT "Stock Awards" column value | $(1,343,310) | $(615,204) | $(647,053) | $(742,524) | $(581,411) | | Deduction for SCT "Option Awards" column value | $(592,225) | $(615,078) | $(646,943) | $(556,314) | $(581,270) | | Deduction for SCT "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column value | $— | $— | $— | $— | $— | | Total Deductions from SCT | $(1,935,535) | $(1,230,282) | $(1,293,996) | $(1,298,838) | $(1,162,681) | | Increase for Service Cost and Prior Service Cost for Pension Plans | $— | $— | $— | $— | $— | | Increase for year end fair value of unvested equity granted during year | $1,375,113 | $706,333 | $1,172,650 | $1,550,995 | $1,624,592 | | Increase/(Deduction) for change in fair value of unvested equity granted in prior years | $(281,529) | $(297,616) | $20,670 | $1,011,199 | $420,703 | | Increase for vesting date fair value of equity granted and vested during year | $— | $— | $— | $— | $— | | Increase/(Deduction) for change in fair value of vested equity granted in prior years | $86,301 | $(37,451) | $(131,880) | $187,155 | $(221,833) | | Deduction for fair value of equity that failed to meet vesting conditions during the year | $— | $— | $— | $— | $— | | Increase based on value of dividends not otherwise reflected in fair value or total compensation | $— | $— | $— | $— | $— | | Total Adjustments | $1,179,885 | $371,266 | $1,061,440 | $2,749,349 | $1,823,462 | | CAP (SCT minus deductions plus total adjustments) | $2,424,385 | $1,458,270 | $2,142,762 | $3,961,318 | $2,830,993 |

  110. Pay Versus Performance Table

    (3) For FactSet and the Peer Group Total Shareholder Return, the TSR for each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on August 31, 2020. Peer Group Total Shareholder Return reflects the TSR of the Dow Jones U.S. Financial Services Index, one of the industry index peer groups used in the Company's Stock Performance Graph in our 2025 Annual Report on Form 10-K included pursuant to Item 201(e) of Regulation S-K. (4) In accordance with SEC rules, we are required to include in the PVP table the "most important" financial performance measure used to link compensation of our NEOs to Company performance during fiscal 2025. We have selected revenue as this required Company Selected Measure ("CSM"). We selected revenue because adjusted cumulative revenues is a metric for our fiscal year 2025 PSU awards and is derived from revenue, and ASV growth is a metric for our fiscal year 2025 annual incentive plan and ASV at any given point in time represents the the forward-looking revenues for the next twelve months from all subscription services currently supplied to clients.

  111. BOARD OF DIRECTORS

    BOARD OF DIRECTORS SECTION 6.01. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authorities expressly conferred upon the Board of Directors by this Certificate of Incorporation or the bylaws of the Corporation (as they may be amended from time to time, the “Bylaws”), the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by this Certificate of Incorporation or by the Bylaws required to be exercised or done by the stockholders. SECTION 6.02. Number of Directors. Except as otherwise fixed pursuant to the terms of any outstanding series of Preferred Stock, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the total number of directors that the Corporation would have if all vacancies or unfilled directorships were filled. SECTION 6.03. Election of Directors. Subject to the rights of the holders of any outstanding series of Preferred Stock to elect directors under specified circumstances and to the other provisions of this Section 6.03, all directors shall be elected for a term of office to expire at the next succeeding annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal from office. In no case will a decrease in the number of directors have the effect of removing or shortening the term of any incumbent director. If authorized by a resolution of the Board of Directors, directors may be elected to fill any vacancy or unfilled directorship on the Board of Directors, regardless of how such vacancy or unfilled directorship shall have been created. SECTION 6.04. Vacancies and Newly Created Directorships. Subject to applicable law and the rights of the holders of any outstanding series of Preferred Stock, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or any other reason, shall be filled solely by the Board of Directors, acting by not less than a majority of the directors then in office, although less than a quorum, and in the event that there is only one director remaining in office, by such sole remaining director. Any director appointed to fill a vacancy or unfilled directorship on the Board of Directors will be appointed for a term expiring at the annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal from office. No decrease in the number of directors shall shorten the term of any incumbent director. SECTION 6.05. Removal. Subject to the rights of holders of any outstanding series of Preferred Stock with respect to the removal of directors, any or all director(s) of the Corporation may be removed from office at any time by the stockholders, with or without cause, by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of all classes of capital stock entitled to vote generally in the election of directors, voting together as a single class (the “Voting Stock”). SECTION 6.06. Elections of Directors. Elections of directors need not be by written ballot unless the Bylaws shall so provide.