mms-20251231

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to__________.

Commission file number: 1-12997


Maximus, Inc.
(Exact name of registrant as specified in its charter)

Virginia						54-1000588
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1600 Tysons Boulevard, McLean, Virginia						22102
(Address of principal executive offices)						(Zip Code)

(703) 251-8500
(Registrant's telephone number, including the area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

MMS

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

There were 54,548,576 shares of the registrant's Common Stock outstanding as of February 2, 2026.

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Table of Contents to First Quarter 2026 Form 10-Q


	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	3
Part I - Financial Information		5
Item 1.	Financial Statements	5
	Consolidated Statements of Operations	5
	Consolidated Statements of Comprehensive Income	6
	Consolidated Balance Sheets	7
	Consolidated Statements of Cash Flows	8
	Consolidated Statements of Changes in Shareholders’ Equity	9
	Notes to Consolidated Financial Statements	10
	1. Organization	10
	2. Significant Accounting Policies	10
	3. Business Segments	11
	4. Revenue Recognition	13
	5. Earnings Per Share	15
	6. Divestitures	15
	7. Debt and Derivatives	16
	8. Fair Value Measurements	17
	9. Equity	18
	10. Other Items	19
	11. Commitments and Contingencies	20
	12. Subsequent Event	21
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
	Business Overview	22
	Financial Overview	23
	Results of Operations	23
	Liquidity and Capital Resources	28
	Critical Accounting Policies and Estimates	31
	Non-GAAP and Other Measures	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33
Part II - Other Information		34
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
	Signatures	36

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Unless otherwise specified, references in this Quarterly Report on Form 10-Q to "our," "we," "us," "Maximus," the "Company," and "our business" refer to Maximus, Inc. and its subsidiaries.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Included in this Quarterly Report on Form 10-Q are forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," “on track,” "opportunity," "could," "potential," "believe," "project," "estimate," "expect," "continue," "forecast," "strategy," "future," "likely," "may," "should," "will," and similar references to future periods.

Any statements herein that are not historical facts, including statements about our confidence, strategies and initiatives, and our expectations about revenues, results of operations, profitability, future contracts, liquidity, market opportunities, market demand, acceptance of our products, or acquisitions and divestitures, are forward-looking statements that are subject to risks and uncertainties. These risks could cause our actual results to differ materially from those indicated by such forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

•a failure to meet performance requirements under our contracts could lead to penalties, liquidated damages, actual damages, adverse settlement agreements, and/or contract termination;

•our ability to successfully compete, bid for, and accurately price contracts to generate our desired profit;

•the effects of future legislative or government budgetary and spending changes, including the impact of a prolonged U.S. government shutdown;

•the impact of the U.S. government on federal procurement, federal funding to states' safety-net programs, and the overall decision-making process related to our industry, including our business and customers;

•the ability of the U.S. government to issue or revise existing rules, regulations, executive orders, and directives at any time, or to take non-routine actions, which creates uncertainty for our business operations and requires significant additional compliance efforts and costs;

•our ability to manage our growth, including acquired businesses;

•difficulties in integrating or achieving projected revenues, earnings, and other benefits associated with acquired businesses;

•the outcome of reviews or audits, which might result in financial penalties and impair our ability to respond to invitations for new work;

•our ability to manage capital investments and other contract startup costs;

•our ability to manage our debt;

•our ability to maintain our technology systems and otherwise protect confidential or protected information;

•our discovery of additional information related to our previously disclosed cybersecurity incident and any potential legal, business, reputational, or financial consequences resulting from that incident;

•our ability to attract and retain executive officers, senior managers, and other qualified personnel to execute our business;

•the effect of union activity and organizing efforts at our U.S. locations;

•the ability of government customers to not exercise options, or to recompete or terminate contracts on short notice, with or without cause;

•our ability to win recompetes and/or succeed in protests on our significant contracts;

•our reliance on a small number of individual contracts and customers;

•our ability to realize the full value of our backlog;

•our ability to maintain relationships with key government entities from whom a substantial portion of our revenue is derived;

•a failure to comply with laws governing our business, which might result in the Company being subject to fines, penalties, suspension, debarment, and other sanctions;

•the costs and outcome of litigation;

•our ability to manage third parties upon whom we depend to provide services to our customers;

•the effects of changes in laws and regulations governing our business, including actions resulting from non-routine government actions or orders, changes in tax laws and applicable interpretations and guidance thereunder, or changes in accounting policies, rules, methodologies, and practices, and our ability to estimate the impact of such changes including shifting macroeconomic conditions and uncertainty;

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•the effects of emerging technologies, such as artificial intelligence (AI) and machine learning (ML), on our business;

•matters related to businesses we disposed of or divested; and

•other factors set forth in Item 1A, "Risk Factors" of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (SEC) on November 20, 2025.

Any forward-looking statement made by us in this report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise.

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PART I - Financial Information

Item 1. Financial Statements

Maximus, Inc.

Consolidated Statements of Operations

(Unaudited)


	For the Three Months Ended
	December 31, 2025		December 31, 2024
	(in thousands, except per share amounts)
Revenue	$	1,345,046	$	1,402,675
Cost of revenue	1,026,376		1,101,118
Gross profit	318,670		301,557
Selling, general, and administrative expenses	152,160		191,735
Amortization of intangible assets	20,300		23,035
Operating income	146,210		86,787
Interest expense	20,816		17,522
Other (income)/expense, net	(873)		312
Income before income taxes	126,267		68,953
Provision for income taxes	32,324		27,757
Net income	$	93,943	$	41,196

Earnings per share:
Basic	$	1.71	$	0.69
Diluted	$	1.70	$	0.69
Weighted average shares outstanding:
Basic	54,842		59,733
Diluted	55,299		60,002

Dividends declared per share	$	0.30	$	0.30

See accompanying notes to consolidated financial statements.

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Maximus, Inc.

Consolidated Statements of Comprehensive Income

(Unaudited)


	For the Three Months Ended
	December 31, 2025		December 31, 2024
	(in thousands)
Net income	$	93,943	$	41,196
Other comprehensive income, net of tax:
Foreign currency translation adjustments	248		10,452
Net (losses)/gains on cash flow hedges, net of tax (benefit)/provision of $(502) and $876, respectively	(1,407)		2,454
Other comprehensive (loss)/income	(1,159)		12,906
Comprehensive income	$	92,784	$	54,102

See accompanying notes to consolidated financial statements.

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Maximus, Inc.

Consolidated Balance Sheets


	December 31, 2025		September 30, 2025
	(unaudited)
	(in thousands)
Assets:
Cash and cash equivalents	$	137,594	$	222,351
Accounts receivable, net	1,147,740		898,095
Income taxes receivable	5,305		3,904
Prepaid expenses and other current assets	132,569		128,574
Total current assets	1,423,208		1,252,924
Property and equipment, net	28,108		30,972
Capitalized software, net	210,503		214,260
Operating lease right-of-use assets	93,724		100,514
Goodwill	1,781,156		1,782,095
Intangible assets, net	517,916		538,266
Deferred contract costs, net	66,636		63,332
Deferred compensation plan assets	65,109		63,272
Deferred income taxes	11,755		11,491
Other assets	10,185		12,513
Total assets	$	4,208,300	$	4,069,639
Liabilities and Shareholders' Equity:
Liabilities:
Accounts payable and accrued liabilities	$	263,281	$	296,888
Accrued compensation and benefits	125,464		236,948
Deferred revenue, current portion	46,566		53,784
Income taxes payable	17,753		17,321
Long-term debt, current portion	58,305		52,680
Operating lease liabilities, current portion	37,484		38,605
Other current liabilities	59,193		68,937
Total current liabilities	608,046		765,163
Deferred revenue, non-current portion	39,958		43,757
Deferred income taxes	176,521		149,020
Long-term debt, non-current portion	1,509,205		1,281,593
Deferred compensation plan liabilities, non-current portion	67,447		62,145
Operating lease liabilities, non-current portion	65,268		71,289
Other liabilities	22,043		22,637
Total liabilities	2,488,488		2,395,604
Commitments and contingencies (Note 11)
Shareholders' equity:
Common stock, no par value; 100,000 shares authorized; 54,549 and 54,805 shares issued and outstanding as of December 31, 2025 and September 30, 2025, respectively	628,867		628,118
Accumulated other comprehensive loss	(19,026)		(17,867)
Retained earnings	1,109,971		1,063,784
Total shareholders' equity	1,719,812		1,674,035
Total liabilities and shareholders' equity	$	4,208,300	$	4,069,639

See accompanying notes to consolidated financial statements.

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Maximus, Inc.

Consolidated Statements of Cash Flows

(Unaudited)


	For the Three Months Ended
	December 31, 2025		December 31, 2024
	(in thousands)
Cash flows from operating activities:
Net income	$	93,943	$	41,196
Adjustments to reconcile net income to cash flows from operations:
Depreciation and amortization of property, equipment, and capitalized software	12,889		8,455
Amortization of intangible assets	20,300		23,035
Amortization of debt issuance costs and debt discount	736		638


Deferred income taxes	27,864		2,157
Stock compensation expense	7,019		6,952
Divestiture-related (gains)/charges	(8,985)		38,341
Change in assets and liabilities, net of effects of business combinations and divestitures:
Accounts receivable	(253,375)		(103,454)
Prepaid expenses and other current assets	(91)		(2,500)
Deferred contract costs	(3,302)		(366)
Accounts payable and accrued liabilities	(33,807)		(8,150)
Accrued compensation and benefits	(100,700)		(93,036)
Deferred revenue	(10,843)		(8,232)
Income taxes	(1,035)		12,076
Operating lease right-of-use assets and liabilities	(399)		(2,349)

Other assets and liabilities	5,384		5,241
Net cash used in operating activities	(244,402)		(79,996)
Cash flows from investing activities:
Purchases of property and equipment and capitalized software	(6,263)		(22,992)

Proceeds from divestitures	12,895		736

Net cash provided by/(used in) investing activities	6,632		(22,256)
Cash flows from financing activities:
Cash dividends paid to Maximus shareholders	(16,338)		(18,060)
Purchases of Maximus common stock	(40,562)		(228,593)
Tax withholding related to RSU vesting	(17,325)		(16,441)


Proceeds from borrowings	365,000		435,000
Principal payments for debt	(132,500)		(179,264)
Other	(1,375)		(899)
Net cash provided by/(used in) financing activities	156,900		(8,257)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(64)		(2,384)
Net change in cash, cash equivalents, and restricted cash	(80,934)		(112,893)
Cash, cash equivalents, and restricted cash, beginning of period	260,459		235,763
Cash, cash equivalents, and restricted cash, end of period	$	179,525	$	122,870

See accompanying notes to consolidated financial statements.

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Maximus, Inc.

Consolidated Statements of Changes in Shareholders' Equity

(Unaudited)


	Common Stock			Accumulated Other Comprehensive Loss		Retained Earnings		Total Equity
	Shares	Amount
	(in thousands)




















Balance as of September 30, 2025	54,805	$	628,118	$	(17,867)	$	1,063,784	$	1,674,035
Net income	—	—		—		93,943		93,943
Foreign currency translation	—	—		248		—		248
Cash flow hedge, net of tax	—	—		(1,407)		—		(1,407)
Cash dividends	—	—		—		(16,338)		(16,338)
Dividends on RSUs	—	363		—		(363)		—
Purchases of Maximus common stock	(353)	—		—		(31,055)		(31,055)
Stock compensation expense	—	7,019		—		—		7,019
Tax withholding adjustment related to RSU vesting	—	(6,633)		—		—		(6,633)
RSUs vested	97	—		—		—		—
Balance as of December 31, 2025	54,549	$	628,867	$	(19,026)	$	1,109,971	$	1,719,812


	Common Stock			Accumulated Other Comprehensive Loss		Retained Earnings		Total Equity
	Shares	Amount
	(in thousands)
Balance at September 30, 2024	60,352	$	598,304	$	(32,460)	$	1,276,971	$	1,842,815
Net income	—	—		—		41,196		41,196
Foreign currency translation	—	—		10,452		—		10,452
Cash flow hedge, net of tax	—	—		2,454		—		2,454
Cash dividends	—	—		—		(18,060)		(18,060)
Dividends on RSUs	—	301		—		(301)		—
Purchases of Maximus common stock	(3,113)	—		—		(236,655)		(236,655)
Stock compensation expense	—	6,952		—		—		6,952
Tax withholding adjustment related to RSU vesting	—	(2,305)		—		—		(2,305)
RSUs vested	47	—		—		—		—
Balance as of December 31, 2024	57,286	603,252		$	(19,554)	1,063,151		1,646,849

See accompanying notes to consolidated financial statements.

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Maximus, Inc.

Notes to the Consolidated Financial Statements

1. ORGANIZATION

Maximus, a Virginia corporation, is a leading provider of tech-enabled services to government agencies. By moving people, technology, and government forward, Maximus helps improve the delivery of public services for more than 100 million American citizens amid complex technological, health, economic, and social challenges. As a trusted and accountable partner to primarily U.S. federal and state customers, we proudly design, develop, and deliver innovative and efficient programs that are designed to improve government’s effectiveness in serving its citizens.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements, including the notes, include our accounts and those of our wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, and the rules and regulations of the Securities and Exchange Commission (SEC). All intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation for Interim Periods

Certain information and disclosures normally included for the annual financial statements to be prepared in accordance with U.S. GAAP have been condensed or omitted for the interim periods presented. We believe that the unaudited interim financial statements include all adjustments (which are normal and recurring in nature) necessary to present fairly our financial position and the results of operations and cash flows for the periods presented.

The results of operations for the interim periods presented are not necessarily indicative of results that may be expected for the year or future periods. The financial statements should be read in conjunction with our audited consolidated financial statements and the accompanying notes contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. We have continued to follow the accounting policies set forth in those financial statements.

Use of Estimates

The preparation of these financial statements, in conformity with U.S. GAAP, requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities, and the reported amounts of revenue and expenses. At each reporting period end, we make estimates, including those related to revenue recognition and cost estimation on certain contracts, the realizability of long-lived assets, and amounts related to income taxes, certain accrued liabilities, and contingencies and litigation.

At December 31, 2025, our capitalized software balance includes $40.5 million related to technology for new services within our U.S. Services Segment. If circumstances change, we may be required to adjust the value or asset life of these assets.

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3. BUSINESS SEGMENTS

We conduct our operations through three business segments: U.S. Federal Services, U.S. Services, and Outside the U.S. Our operating segments represent the manner in which our Chief Executive Officer (CEO), who is our Chief Operating Decision Maker, reviews our financial results. Our CEO assesses the performance of and allocates resources to each operating segment using information about the operating segment's revenue, gross profit, and segment income (loss) from operations. Our CEO does not evaluate operating segments using asset or liability information.

U.S. Federal Services

Our U.S. Federal Services Segment delivers solutions that help various U.S. federal government agencies better execute on their mission, including program operations and management, clinical services, and advanced technology solutions.

U.S. Services

Our U.S. Services Segment provides a variety of services, such as program operations, clinical services, employment services and advanced technology solutions and related professional services work for U.S. state and local government programs. These services support a variety of programs, including the programs under Medicaid and Children's Health Insurance Program (CHIP), the Affordable Care Act (ACA) marketplaces, and Temporary Assistance to Needy Families (TANF).

Outside the U.S.

Our Outside the U.S. Segment provides business process services and other solutions for international governments. These services include health and disability assessments, program administration for employment services, wellbeing solutions and other job seeker-related services, digitally-enabled customer services, and advanced technologies for modernization. We support programs and deliver services in the United Kingdom, including the Functional Assessment Services (FAS) contract and the Restart employment program. We also provide services in Canada and the Middle East.

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Table 3.1: Results of Operations by Business Segment
	For the Three Months Ended December 31, 2025
(dollars in thousands)	U.S. Federal Services		% (1 )		U.S. Services		% (1 )		Outside the U.S.		% (1 )		Total
Revenue	$	786,601			$	415,248			$	143,197			$	1,345,046
Cost of revenue	571,666		72.7	%	330,854		79.7	%	123,856		86.5	%	1,026,376
Gross profit	214,935		27.3	%	84,394		20.3	%	19,341		13.5	%	318,670
Other segment items (2)	85,202		10.8	%	55,108		13.3	%	20,721		14.5	%	161,031
Segment operating income/(loss)	$	129,733	16.5	%	$	29,286	7.1	%	$	(1,380)	(1.0)	%	157,639
Divestiture-related gains (3)													8,985
Other (4)													(114)
Amortization of intangible assets													(20,300)
Operating income													$	146,210

Depreciation and amortization:	$	7,115	0.9	%	$	4,222	1.0	%	$	1,552	1.1	%	$	12,889

	For the Three Months Ended December 31, 2024
(dollars in thousands)	U.S. Federal Services		% (1)		U.S. Services		% (1)		Outside the U.S.		% (1)		Total
Revenue	$	780,655			$	452,250			$	169,770			$	1,402,675
Cost of revenue	607,340		77.8	%	357,246		79.0	%	136,532		80.4	%	1,101,118
Gross profit	173,315		22.2	%	95,004		21.0	%	33,238		19.6	%	301,557
Other segment items (2)	74,215		9.5	%	54,158		12.0	%	25,118		14.8	%	153,491
Segment operating income	$	99,100	12.7	%	$	40,846	9.0	%	$	8,120	4.8	%	148,066
Divestiture-related charges (3)													(38,341)
Other (4)													97
Amortization of intangible assets													(23,035)
Operating income													$	86,787

Depreciation and amortization:	$	2,851	0.4	%	$	3,811	0.8	%	$	1,793	1.1	%	$	8,455

(1)Percentage of respective revenue, as applicable.

(2)Other segment items are principally selling, general, and administrative expenses allocated to segments.

(3)During fiscal years 2026 and 2025, we divested businesses from our U.S. Services and Outside the U.S. Segments, respectively. See "Note 6. Divestitures" for additional information.

(4)Other expenses include credits and costs that are not allocated to a particular segment.

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4. REVENUE RECOGNITION

We recognize revenue as, or when, we satisfy performance obligations under a contract. The majority of our contracts have performance obligations that are satisfied over time. In most cases, we view our performance obligations as promises to transfer a series of distinct services to our customers that are substantially the same and which have the same pattern of service. We recognize revenue over the performance period as a customer receives the benefits of our services.

Disaggregation of Revenue

In addition to our segment reporting, we disaggregate our revenues by service, contract type, and customer type.


Table 4.1: Revenue by Service Type
	For the Three Months Ended
	December 31, 2025				December 31, 2024
	(dollars in thousands)
Program Operations	$	676,407	50.3	%	$	727,967	51.9	%
Clinical Services	523,719		38.9	%	471,526		33.6	%
Employment & Other	70,165		5.2	%	113,618		8.1	%
Technology Solutions	74,755		5.6	%	89,564		6.4	%
Total revenue	$	1,345,046			$	1,402,675


Table 4.2: Revenue by Contract Type
	For the Three Months Ended
	December 31, 2025				December 31, 2024
	(in thousands)
Performance-based	$	720,661	53.6	%	$	717,771	51.2	%
Cost-plus	386,388		28.7	%	384,427		27.4	%
Fixed price	168,519		12.5	%	174,679		12.5	%
Time and materials	69,478		5.2	%	125,798		9.0	%
Total revenue	$	1,345,046			$	1,402,675


Table 4.3: Revenue by Customer Type
	For the Three Months Ended
	December 31, 2025				December 31, 2024
	(dollars in thousands)
New York state government agencies	$	150,121	11.2	%	$	161,695	11.5	%
Other U.S. state government agencies	268,472		20.0	%	291,067		20.8	%
Total U.S. state government agencies	418,593				452,762
U.S. federal government agencies	767,803		57.1	%	764,437		54.5	%
International government agencies	141,012		10.5	%	166,866		11.9	%
Other, including local municipalities and commercial customers	17,638		1.3	%	18,610		1.3	%
Total revenue	$	1,345,046			$	1,402,675

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Contract balances

Differences in timing between revenue recognition and cash collection result in contract assets and contract liabilities. We classify these assets as accounts receivable — billed and billable and unbilled receivables; the liabilities are classified as deferred revenue.

In many contracts, we bill our customers on a monthly basis shortly after the month end for work performed in that month, and such balances are considered collectible and are included within accounts receivable, net.

Exceptions to this pattern will arise for various reasons, including those listed below.

•Under cost-plus contracts, we are typically required to estimate a contract's share of our general and administrative expenses. This share is based upon estimates of total costs, which may vary over time. We typically invoice our customers at an agreed provisional billing rate, which may differ from actual rates incurred. If our actual rates are higher than the provisional billing rates, an asset is recorded for this variance; if the provisional billing rates are higher than our actual rates, we record a liability.

•Certain contracts include retainage balances, whereby revenue is earned, but some portion of cash payments are held back by the customer for a period of time, typically to allow the customer to confirm the objective criteria laid out by the contract have been met. This balance is classified as accounts receivable - unbilled, until restrictions on billing are lifted. As of December 31, 2025, and September 30, 2025, $22.7 million and $24.1 million, respectively, of our unbilled receivables related to amounts pursuant to contractual retainage provisions.

•In certain contracts, we may receive funds from our customers prior to performing operations. These funds are typically referred to as "set-up costs" and reflect the need for us to make investments in infrastructure prior to providing a service. This investment in infrastructure is not a performance obligation that is distinct from the service that is subsequently provided and, as a result, revenue is not recognized based upon the establishment of this infrastructure, but rather over the course of the contractual relationship. The funds are initially recorded as deferred revenue and recognized over the term of the contract. Other contracts may not include set-up fees but will provide higher fees in earlier periods of the contract. The premium on these fees is deferred.

•Some of our contracts, notably our employment services contracts in the Outside the U.S. Segment, include payments for specific milestones, such as job placement and job retention, and these outcome payments occur over several months. We are required to estimate these outcome fees ahead of their realization and recognize this estimated fee over the period of delivery.

During the three months ended December 31, 2025, we recognized revenue of $33.4 million included in our deferred revenue balances at September 30, 2025. During the three months ended December 31, 2024, we recognized revenue of $47.6 million included in our deferred revenue balances at September 30, 2024.

Contract estimates

We are required to use estimates in recognizing revenue from some of our contracts.

Certain performance-based contracts include variable consideration in the form of penalties and incentives, based upon our performance under the terms of the contract. The calculation of these penalties and incentives requires the evaluation of both objective and subjective criteria, which may require the use of estimates.

Within our employment services business in our Outside the U.S. Segment, some of our performance-based contract revenue is recognized based upon future milestones defined in each contract, which requires us to make estimates about the attainment of the milestones.

We estimate the total variable consideration we will receive using the expected value method. We recognize the revenue over the expected period of performance. At each reporting period, we update our estimates of the variable fees to represent the circumstances present at the end of the reporting period. We include variable consideration in our estimates to the extent it is probable that a subsequent change in the estimate will not result in a significant reversal of cumulative revenue when the uncertainty is resolved. We do not have a history of significant constraints on these contracts.

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Table 4.4: Effect of Changes in Contract Estimates
	For the Three Months Ended
	December 31, 2025		December 31, 2024
	(in thousands, except per share data)
Increase in revenue recognized due to changes in contract estimates	$	6,402	$	6,800
Increase in diluted earnings per share recognized due to changes in contract estimates	$	0.09	$	0.08

Remaining performance obligations

As of December 31, 2025, we had approximately $300 million of remaining performance obligations. We anticipate that we will recognize revenue on approximately 60% of this balance within the next 12 months. This balance excludes contracts with an original duration of twelve months or less, including contracts with a penalty-free termination for convenience clause, and any variable consideration that is allocated entirely to future performance obligations, including variable transaction fees or fees tied directly to costs incurred.

5. EARNINGS PER SHARE


Table 5: Weighted Average Number of Shares - Earnings Per Share
	For the Three Months Ended
	December 31, 2025	December 31, 2024
	(in thousands)
Basic weighted average shares outstanding	54,842	59,733
Dilutive effect of unvested RSUs and PSUs	457	269
Denominator for diluted earnings per share	55,299	60,002

The diluted earnings per share calculation for the three months ended December 31, 2025 and 2024 excludes approximately 435,000 and 218,000 unvested anti-dilutive restricted stock units, respectively.

6. DIVESTITURES

U.S. Services Segment

In December 2025, we sold our child support business within the United States for approximately $14.0 million. This business had been reporting approximately $25 million of annual revenue. We recorded a gain on sale of $9.0 million.

Outside the U.S. Segment

In December 2024, we sold our businesses in Australia and Korea for a nominal sum. The sale agreement includes up to $5.0 million of contingent consideration based upon future performance. As of December 31, 2025, we have not recorded any potential contingent consideration. Our divestiture-related charges of $39.5 million included approximately $21.3 million of previously unrealized foreign exchange losses, which we had recorded through other comprehensive income. We also provided an indemnification to the buyer that has been recorded at fair value in our consolidated balance sheets. No tax benefit is anticipated from this transaction.

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7. DEBT AND DERIVATIVES


Table 7.1: Details of Debt
	December 31, 2025		September 30, 2025
	(in thousands)
Term Loan A (TLA)	$	841,875	$	853,125
Term Loan B (TLB)	492,500		493,750
Revolver	245,000		—

Total debt principal	1,579,375		1,346,875
Less: Unamortized debt-issuance costs and discounts	(11,865)		(12,602)
Total debt	1,567,510		1,334,273
Less: Current portion of long-term debt	(58,305)		(52,680)
Long-term debt	$	1,509,205	$	1,281,593

Our credit agreements require us to comply with a number of covenants, including leverage and interest coverage ratios. At December 31, 2025, we are in compliance with all covenants. We do not believe that the covenants represent a significant restriction on our ability to successfully operate the business or to pay dividends.

The following table sets forth future minimum principal payments due under our debt obligations as of December 31, 2025 for the remainder of fiscal year 2026 through fiscal year 2031:


Table 7.2: Details of Future Minimum Principal Payments Due
	Amount Due
	(in thousands)
January 1, 2026 through September 30, 2026	$	43,125
Year ended September 30, 2027	72,500
Year ended September 30, 2028	78,125
Year ended September 30, 2029	911,875
Year ended September 30, 2030	5,000
Years ended thereafter	468,750
Total payments	$	1,579,375

Interest Rate Derivative Instruments

We utilize interest rate swaps that are designed to reduce our risk from changes in interest rates, which we have designated as cash flow hedges. The following table presents our interest rate swaps:


Table 7.3: Interest Rate Derivative Instruments
As of December 31, 2025
Debt Principal Hedged	Notional Amount		Fixed Interest Rate		Effective	Expiry
	(in thousands)
Term Loan A	$	500,000	2.31	%	Present	May 2026
Term Loan B	$	75,000	3.72	%	Present	September 2026
Term Loan B	$	75,000	3.62	%	Present	September 2027
Term Loan A	$	150,000	3.14	%	June 2026	September 2027
Term Loan A	$	150,000	3.28	%	June 2026	September 2028

The balance of the debt pays interest based upon the SOFR. At December 31, 2025, our effective interest rate, including the original issuance costs and discount rate, was 5.1%.

At December 31, 2025, we recorded an asset of $3.4 million and a liability of $1.5 million to reflect the fair value of our interest rate swap agreements, compared to an asset of $5.5 million and a liability of $1.7 million at September 30, 2025. The asset and liability are recorded as "other assets" and "other liabilities," respectively, within our consolidated balance sheets. As these instruments are effective cash flow hedges, gains and losses based upon interest rate fluctuations are recorded within "accumulated other comprehensive income" within our consolidated financial statements.

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8. FAIR VALUE MEASUREMENTS

The following assets and liabilities are recorded at fair value on a recurring basis.

•We hold mutual fund assets within a Rabbi Trust to cover liabilities in our deferred compensation plan. These assets have prices quoted within active markets and, accordingly, are classified as level 1 within the fair value hierarchy.

•We have interest rate swap agreements to manage our interest rate exposure. These agreements can be valued using observable data and, accordingly, are classified as level 2 within the fair value hierarchy.

•In connection with the businesses sold in Australia and Korea, we indemnified the buyer related to certain potential losses, which are recorded at fair value, based on an assessment of probability-weighted outcomes. Accordingly, these inputs are not observable and are classified as level 3 within the fair value hierarchy. Changes in the fair value of the indemnification liability are recorded in the consolidated statements of operations.

The table below presents assets and liabilities measured and recorded at fair value in our consolidated balance sheets on a recurring basis and their corresponding level within the fair value hierarchy. No transfers between Level 1, Level 2, and Level 3 fair value measurements occurred for the three months ended December 31, 2025.


Table 8.1: Fair Value Measurements
	As of December 31, 2025
	Level 1		Level 2		Level 3		Balance
	(in thousands)
Assets:
Deferred compensation assets - Rabbi Trust	$	41,446	$	—	$	—	$	41,446
Interest rate swap - $550 million notional value	—		3,417		—		3,417
Total assets	$	41,446	$	3,417	$	—	$	44,863
Liabilities:
Interest rate swap - $400 million notional value	$	—	$	1,473	$	—	$	1,473
Indemnification liabilities	—		—		9,938		9,938
Total liabilities	$	—	$	1,473	$	9,938	$	11,411

The fair values of receivables, prepaid assets, other assets, accounts payable, accrued costs, and other current liabilities approximate the carrying values as a result of the short-term nature of these instruments. The carrying value of our debt is consistent with the fair value as the stated interest rates in the agreements are consistent with the current market rates used in notes with similar terms in the markets (Level 2 inputs).

Accumulated Other Comprehensive Loss

All amounts recorded in accumulated other comprehensive loss are related to our foreign currency translations and interest rate swaps, net of tax. The following table shows changes in accumulated other comprehensive loss. Amounts reclassified from other comprehensive income were recorded within our selling, general, and administrative expenses (for foreign currency translation adjustments) and within interest expense (for gains on derivatives).


Table 8.2: Details of Changes in Accumulated Other Comprehensive Loss by Category
	Foreign currency translation adjustments		Net unrealized gain on derivatives, net of tax		Total
	(in thousands)
Balance as of September 30, 2025	$	(20,706)	$	2,839	$	(17,867)
Other comprehensive income before reclassifications	248		279		527
Amounts reclassified from accumulated other comprehensive loss	—		(1,686)		(1,686)
Net current period other comprehensive income/(loss)	248		(1,407)		(1,159)
Balance as of December 31, 2025	$	(20,458)	$	1,432	$	(19,026)

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Indemnification Liabilities

The fair value of our indemnification liability is recorded at fair value as of the disposal date, based on an assessment of probability-weighted outcomes. This liability is reviewed on a quarterly basis and changes in estimates are recorded to selling and general administrative expenses and foreign currency translation adjustments are recorded in other income/expenses on our Consolidated Statement of Operations.

Movement in our indemnification liability balance is as follows:


Table 8.3: Fair Value Measurement Using Significant Unobservable Inputs (Level 3)
	Contingent Consideration
	(in thousands)
Opening contingent consideration as of September 30, 2025	$	11,342

Cash payments	(1,490)
Foreign currency translation adjustments	86
Closing contingent consideration as of December 31, 2025	$	9,938

9. EQUITY

Stock Compensation

We grant restricted stock units (RSUs) and performance stock units (PSUs) to eligible participants under our 2021 Omnibus Incentive Plan, which was approved by the Board of Directors and stockholders. The RSUs granted to employees vest ratably over three to four years, with a small number which cliff vest after three years. The RSUs granted to directors cliff vest one year from the grant date. PSU vesting is subject to the achievement of certain performance and market conditions, and the number of PSUs earned could vary from 0% to 200% of the number of PSUs awarded. The PSUs will vest at the end of a three-year performance period if the performance conditions are met. We issue new shares to satisfy our obligations under these plans. The fair value of each RSU and PSU is calculated at the date of the grant.

During the three months ended December 31, 2025, we issued approximately 312,000 RSUs, which will vest ratably over three to four years, and approximately 146,000 PSUs, which will vest after three years if the performance conditions are met.

Stock Repurchase Programs

In September 2025, our Board of Directors authorized an increase to our existing stock purchase program that allows us to purchase, at management's discretion, up to $400 million of our common stock.

During the three months ended December 31, 2025, we purchased approximately 0.4 million common shares at a cost of $31.1 million, which includes an additional charge from the 1% excise tax on share purchases. During the three months ended December 31, 2024, we purchased approximately 3.1 million common shares at a cost of $236.7 million under a similar program.

At December 31, 2025, approximately $250.0 million remained available for future stock purchases.

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10. OTHER ITEMS

Cash, Cash Equivalents, and Restricted Cash


Table 10.1: Details of Cash and Cash Equivalents and Restricted Cash
	December 31, 2025		September 30, 2025
	(in thousands)
Cash and cash equivalents	$	137,594	$	222,351
Restricted cash	41,931		38,108
Cash, cash equivalents, and restricted cash	$	179,525	$	260,459

Restricted cash is recorded within "Prepaid expenses and other current assets" on the Consolidated Balance Sheets.


Table 10.2: Supplemental Disclosures of Cash Flow Information
	For the Three Months Ended
	December 31, 2025		December 31, 2024
	(in thousands)
Interest payments	$	20,445	$	17,559
Income tax payments	$	5,506	$	12,418

Accounts Receivable, Net


Table 10.3: Details of Accounts Receivable, Net
	December 31, 2025		September 30, 2025
	(in thousands)
Billed and billable receivables	$	952,087	$	720,495
Unbilled receivables	204,948		187,372
Allowance for credit losses	(9,295)		(9,772)
Accounts receivable, net	$	1,147,740	$	898,095

We have a Receivables Purchase Agreement (RPA) with Wells Fargo Bank N.A., under which we may sell certain U.S.-originated accounts receivable balances up to a maximum amount of $250.0 million at any given time. In return for these sales, we receive a cash payment equal to the face value of the receivables less a financing charge.

We account for these transfers as sales. We have no retained interest in the transferred receivables other than administrative responsibilities, and Wells Fargo has no recourse for any credit risk. We estimate that the implicit servicing fees for an arrangement of this size and type would be immaterial.

For the three months ended December 31, 2025 and 2024, the value of accounts receivables transferred to Wells Fargo and derecognized from our balance sheet was $198.2 million and $125.2 million, respectively. In exchange for these sales, we received cash of $197.1 million and $124.4 million for the same periods, respectively. The difference, representing a loss on sale from these transfers, is included within our selling, general, and administrative expenses. We have recorded these transactions within our operating cash flows.

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11. COMMITMENTS AND CONTINGENCIES

Litigation

We are subject to audits, investigations, and reviews relating to compliance with the laws and regulations that govern our role as a contractor to agencies and departments of federal, state, local, and foreign governments. Adverse findings could lead to criminal, civil, or administrative proceedings, and we could be faced with penalties, fines, suspension, or debarment. Adverse findings could also have a material adverse effect on us because of our reliance on government contracts. We are subject to periodic audits by federal, state, local, and foreign governments for taxes. We are also involved in various claims, arbitrations, and lawsuits arising in the normal conduct of our business, which include but are not limited to bid protests, employment matters, contractual disputes, and charges before administrative agencies. Except for the matters described below for which we cannot predict the outcome, we do not believe the outcome of any existing matter would likely have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

We evaluate developments in our litigation matters and establish or make adjustments to our accruals as appropriate. A liability is accrued if a loss is probable and the amount of such loss can be reasonably estimated. If the risk of loss is probable, but the amount cannot be reasonably estimated, or the risk of loss is only reasonably possible, a potential liability will be disclosed but not accrued, if material. Due to the inherent uncertainty in the outcome of litigation, our estimates and assessments may prove to be incomplete or inaccurate and could be impacted by unanticipated events and circumstances, adverse outcomes, or other future determinations.

MOVEit Cybersecurity Incident Litigation

As previously disclosed, on May 31, 2023, Progress Software Corporation, the developer of MOVEit, a file transfer application used by many organizations to transfer data, announced a critical zero-day vulnerability in the application that allowed unauthorized third parties to access its customers’ MOVEit environments. Maximus uses MOVEit for internal and external file sharing purposes, including to share data with government customers related to Maximus's services in support of certain government programs. Based on our review of the impacted files to date, we have provided notices to individuals whose personal information, including social security numbers, protected health information, and/or other personal information, may have been included in the impacted files.

On August 1, 2023, a purported class action was filed against Maximus Federal Services, Inc. (a wholly-owned subsidiary of Maximus, Inc.) in the U.S. District Court for the Eastern District of Virginia arising out of the MOVEit cybersecurity incident – Bishop v. Maximus Federal Services, Case No. 1:23-cv-01019 (U.S. Dist. Ct. E. D. VA). The plaintiff, who purports to represent a nationwide class of individuals, alleges, among other things, that our negligence resulted in the compromise of the plaintiff’s personally identifiable information and protected health information. The plaintiff seeks damages to be proved at trial. Since then, thirteen similar cases have been filed in federal courts across the country (inclusive of one case filed in state court and removed to federal court by us).

On October 4, 2023, the United States Judicial Panel on Multidistrict Litigation granted a Motion to Transfer creating a Multidistrict Litigation (MDL) in the District of Massachusetts for all cases related to the MOVEit cybersecurity incident. Each of the actions pending in federal courts are centralized in the MDL.

On December 12, 2024, the Court granted in part Defendants' omnibus motion to dismiss Plaintiffs’ claims pursuant to Rule 12(b)(1), challenging Plaintiffs’ standing to bring this suit, dismissing claims brought by four of the Plaintiffs in the MOVEit MDL. None of the dismissed claims were asserted against us.

The Court has also named us as a bellwether defendant in the MDL. We and the other bellwether defendants submitted motions to dismiss the pending actions pursuant to Rule 12(b)(6), which the Court granted in part and denied in part on July 31, 2025. Approximately half of the claims asserted against us remain, and we are proceeding to discovery regarding those claims.

Separately, there is currently an individual action pending against us in Florida state court. On September 6, 2023, an individual action related to the MOVEit incident was filed in state court in the Florida Circuit Court for the 7th Judicial Circuit, Volusia County: Taylor v. Maximus Federal Services, Case No. 2023-12349 (Fla. Cir. Ct., 7th Jud. Cir., Volusia Cnty.). The plaintiff alleges, among other things, that our negligence resulted in the compromise of the plaintiff’s personally identifiable information and protected health information. The plaintiff seeks damages to be proved at trial. On April 3, 2024, the Court stayed this action pending further developments in the MOVEit MDL. This case remains stayed.

While we are unable to predict the ultimate outcome of any of the remaining proceedings, we have accrued an amount within a range of possible outcomes expected to be incurred to resolve the matters.

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12. SUBSEQUENT EVENT

On January 6, 2026, our Board of Directors declared a quarterly cash dividend of $0.33 for each share of our common stock outstanding. The dividend is payable on March 2, 2026, to shareholders of record on February 13, 2026. Based upon the number of shares outstanding, we anticipate a cash payment of approximately $18.0 million.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is intended to help the reader understand our business, financial condition, results of operations, liquidity and capital resources. You should read this discussion in conjunction with "Risk Factors," "Special Note Regarding Forward-Looking Statements," and our financial statements and related notes included in our Annual Report on Form 10-K for fiscal year 2025 filed with the SEC on November 20, 2025 and elsewhere in this Quarterly Report on Form 10-Q, as applicable.

Business Overview

Maximus is a leading provider of tech-enabled services to government agencies. By moving people, technology, and government forward, Maximus helps improve the delivery of public services for more than 100 million American citizens, as well as citizens in the United Kingdom (U.K.), Canada, and the Middle East, amid complex technological, health, economic, and social challenges. As a trusted and accountable partner to primarily U.S. federal and state customers, we proudly design, develop, and deliver innovative and efficient programs that are designed to improve government’s effectiveness in serving its citizens.

We create value for our customers through our ability to translate public policy into operating models that achieve outcomes for governments at scale. Our work covers a broad array of services, including the operation of large health insurance eligibility and enrollment programs; clinical services, including assessments, appeals, and independent medical reviews; and technology services. These services benefit from an industry with increasing demand, constrained government budgets, and an increased focus on technology as governments prioritize modernization. We also demonstrate the ability to move quickly, ranging from digitally enabled contact center support services for natural disaster response to swift establishments of public health and safety initiatives.

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Financial Overview

A number of factors have affected our results for the first quarter of fiscal year 2026. More detail on these changes is presented below within our "Results of Operations" section.

Results of Operations

The following table sets forth items from our consolidated statements of operations for the three months ended December 31, 2025, and December 31, 2024.


Table MD&A 1: Consolidated Results of Operations
	For the Three Months Ended
	December 31, 2025			December 31, 2024
	(dollars in thousands, except per share data)
Revenue	$	1,345,046		$	1,402,675
Cost of revenue	1,026,376			1,101,118
Gross profit	318,670			301,557
Gross profit percentage	23.7		%	21.5		%
Selling, general, and administrative expenses	152,160			191,735
Selling, general, and administrative expenses as a percentage of revenue	11.3		%	13.7		%
Amortization of intangible assets	20,300			23,035
Operating income	146,210			86,787
Operating margin	10.9		%	6.2		%
Interest expense	20,816			17,522
Other (income)/expense, net	(873)			312
Income before income taxes	126,267			68,953
Provision for income taxes	32,324			27,757
Effective tax rate	25.6		%	40.3		%
Net income	$	93,943		$	41,196
Earnings per share:
Basic	$	1.71		$	0.69
Diluted	$	1.70		$	0.69

Our business segments have different factors driving revenue fluctuations and profitability. The sections that follow cover these segments in greater detail. Our revenue reflects fees earned for services provided. Cost of revenue consists of direct costs related to labor and related overhead, subcontractor labor, outside vendors, rent, and other direct costs. The largest component of cost of revenue, approximately two-thirds, is labor, including subcontracted labor.


Table MD&A 2: Changes in Revenue, Cost of Revenue, and Gross Profit for the Three Months Ended December 31, 2025
	Revenue				Cost of Revenue				Gross Profit
	Dollars		% Change		Dollars		% Change		Dollars		% Change
	(dollars in thousands)
Three Months Ended December 31, 2024	$	1,402,675			$	1,101,118			$	301,557
Organic effect	(41,324)		(2.9)	%	(61,263)		(5.6)	%	19,939		6.6	%
Disposal of businesses	(20,562)		(1.5)	%	(17,342)		(1.6)	%	(3,220)		(1.1)	%

Currency effect compared to the prior period	4,257		0.3	%	3,863		0.4	%	394		0.1	%
Three Months Ended December 31, 2025	$	1,345,046	(4.1)	%	$	1,026,376	(6.8)	%	$	318,670	5.7	%

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Selling, general, and administrative expenses

Selling, general, and administrative (SG&A) expenses consist of indirect costs related to general management, marketing, and administration. It is primarily composed of labor costs. These costs may be incurred at a segment level, for dedicated resources that are not client-facing, or at a corporate level. Corporate costs are allocated to segments on a consistent and rational basis. Fluctuations in our SG&A are primarily driven by changes in our administrative cost base, which are not directly driven by changes in our revenue. As part of our work for the U.S. federal government and many states, we allocate these costs using a methodology driven by the U.S. Federal Cost Accounting Standards.

Our SG&A expense for the three months ended December 31, 2025, includes $9.0 million of divestiture-related gain from the sale of our child support business within the United States, which we divested in December 2025. Our SG&A for the three months ended December 31, 2024, includes divestiture-related charges of $38.3 million from our sale of businesses in the Outside the U.S. Segment. These charges included accumulated foreign currency losses incurred over two decades of operations, as well as indemnifications provided to the buyer.

Amortization of intangible assets

Amortization of intangible assets has declined for the three months ended December 31, 2025, as compared to the same period in fiscal year 2025, since the amortization of technology-based assets acquired in fiscal year 2021 was completed prior to fiscal year 2026.

Our balance sheet includes $393.7 million of intangible assets from a 2021 acquisition. These assets, comprised of customer relationships and a medical provider network, continue to support medical disability examinations (MDE) contracts with the U.S. Department of Veterans Affairs. These assets are being amortized over the remaining seven years. In the event that our expectations change with respect to these acquired contracts, the value of these assets and the estimated remaining lives of these assets may need to be adjusted.

Interest Expense

During fiscal year 2025, we expanded our Term Loan A Credit Facility, which has resulted in an increase to our interest expense in the current year. We continue to mitigate a portion of our interest rate risk through hedging transactions on a portion of our outstanding debt.

Provision for Income Taxes

Our effective income tax rate for the three months ended December 31, 2025, was 25.6%. Our tax rate in fiscal year 2025 was affected by the disposal of our businesses in Australia and Korea and other non recurring items. For fiscal year 2026, we expect an overall effective tax rate between 24.5% and 25.5%.

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U.S. Federal Services Segment


Table MD&A 3: U.S. Federal Services Segment - Financial Results
	For the Three Months Ended
	December 31, 2025		December 31, 2024
	(dollars in thousands)
Revenue	$	786,601	$	780,655
Cost of revenue	571,666		607,340
Gross profit	214,935		173,315
Selling, general, and administrative expenses	85,202		74,215
Operating income	129,733		99,100
Gross profit percentage	27.3 %		22.2 %
Operating margin percentage	16.5 %		12.7 %

Our revenue for the three months ended December 31, 2025 increased 0.8% compared to the three months ended December 31, 2024. Our cost of revenue for the three months ended December 31, 2025 decreased 5.9% compared to the three months ended December 31, 2024.

This segment continued to receive the benefit of strong volumes and margins in our clinical assessments business. Our results in the first quarter of fiscal year 2025 also included unexpected volume growth on core programs, along with high levels of natural disaster support which did not recur in the first quarter of fiscal year 2026.

Our margin improvement stemmed from stability of volumes across multiple programs, combined with the wider adoption of technology initiatives that enhanced staff productivity. Assisted by these, we anticipate operating margins for the U.S. Federal Services Segment in fiscal year 2026 to range between 16.5% and 17%.

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U.S. Services Segment


Table MD&A 4: U.S. Services Segment - Financial Results
	For the Three Months Ended
	December 31, 2025		December 31, 2024
	(dollars in thousands)
Revenue	$	415,248	$	452,250
Cost of revenue	330,854		357,246
Gross profit	84,394		95,004
Selling, general, and administrative expenses	55,108		54,158
Operating income	29,286		40,846
Gross profit percentage	20.3 %		21.0 %
Operating margin percentage	7.1 %		9.0 %

Our revenue and cost of revenue for the three months ended December 31, 2025 and 2024, decreased 8.2% and 7.4%, respectively.


Table MD&A 5: U.S. Services Segment - Changes in Revenue, Cost of Revenue, and Gross Profit for the Three Months Ended December 31, 2025
	Revenue				Cost of Revenue				Gross Profit
	Amount		% Change		Amount		% Change		Amount		% Change
	(dollars in thousands)
Three Months Ended December 31, 2024	$	452,250			$	357,246			$	95,004
Organic effect	(35,816)		(7.9)	%	(25,470)		(7.1)	%	(10,346)		(10.9)	%
Disposal of businesses	(1,186)		(0.3)	%	(922)		(0.3)	%	(264)		(0.3)	%


Three Months Ended December 31, 2025	$	415,248	(8.2)	%	$	330,854	(7.4)	%	$	84,394	(11.2)	%

Our U.S. Services Segment continues to show lower volumes and demand across a broad range of contracts compared to prior years. We believe the contracts and relationships held by this segment provide it with strong opportunities to assist state customers who will require higher engagement across their federally-funded social programs.

Consistent with fiscal year 2025, our profit margins have been tempered in the first quarter. This has been caused by a need to have more resources available in the open enrollment period. We anticipate operating margins for the U.S. Services Segment in fiscal year 2026 to range between 10.5% and 11%.

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Outside the U.S. Segment

Our Outside the U.S. Segment provides business process services and other solutions for international governments. These services include health and disability assessments, program administration for employment services, wellbeing solutions and other job seeker-related services, digitally-enabled customer services, and advanced technologies for modernization. We support programs and deliver services in the U.K., including the Functional Assessment Services (FAS) contract and the Restart employment program. We also provide services in Canada and the Middle East.


Table MD&A 6: Outside the U.S. Segment - Financial Results
	For the Three Months Ended
	December 31, 2025		December 31, 2024
	(dollars in thousands)
Revenue	$	143,197	$	169,770
Cost of revenue	123,856		136,532
Gross profit	19,341		33,238
Selling, general, and administrative expenses	20,721		25,118
Operating (loss)/income	(1,380)		8,120
Gross profit percentage	13.5 %		19.6 %
Operating margin percentage	(1.0) %		4.8 %


Table MD&A 7: Outside the U.S. Segment - Changes in Revenue, Cost of Revenue, and Gross Profit for the Three Months Ended December 31, 2025
	Revenue				Cost of Revenue				Gross Profit
	Amount		% Change		Amount		% Change		Amount		% Change
	(dollars in thousands)
Three Months Ended December 31, 2024	$	169,770			$	136,532			$	33,238
Organic effect	(11,454)		(6.7)	%	(119)		(0.1)	%	(11,335)		(34.1)	%
Disposal of businesses	(19,376)		(11.4)	%	(16,420)		(12.0)	%	(2,956)		(8.9)	%

Currency effect compared to the prior period	4,257		2.5	%	3,863		2.8	%	394		1.2	%
Three Months Ended December 31, 2025	$	143,197	(15.7)	%	$	123,856	(9.3)	%	$	19,341	(41.8)	%

The organic decline in this segment relates to lower volumes on a number of our contracts.

The divestiture of our businesses in Australia and Korea occurred in December 2024.

The effects of the organic decline and the divestiture were partially offset by the strengthening of the British Pound against the U.S. Dollar.

Following the divestitures in both fiscal years 2024 and 2025, we have taken the opportunity to expand our business development initiatives. We are tracking a number of opportunities, but many have been delayed. We anticipate operating margins for the Outside the U.S. Segment in fiscal year 2026 to range between 1% to 3%, but remain confident that the leaner segment will drive margin improvement in future years.

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Liquidity and Capital Resources

Our primary sources of liquidity are cash on hand, cash from operations, our $750 million revolving credit facility and our $250 million Receivables Purchase Agreement (RPA). As of December 31, 2025, we had $137.6 million in cash and cash equivalents. We believe that our current cash position, access to our debt facilities, and cash flow generated from operations should be sufficient for our operating requirements and should enable us to fund required long-term debt repayments, dividends, and any share purchases we might choose to make. See "Note 7. Debt and Derivatives" to the Consolidated Financial Statements for a more detailed discussion of our debt financing arrangements.

We have included the following table showing our debt balances as of December 31, 2025, and their effective interest rates.


Table MD&A 8: Debt Balances and Interest Rates as of December 31, 2025
	December 31, 2025
	Carrying value		Effective cash interest rate		Interest rate basis
	(dollars in thousands)
Term Loan A - Hedged through May 2026	$	500,000	3.68	%	Fixed rate of 2.31% plus margin. (1)
Term Loan A - Unhedged	341,875		5.09	%	Term SOFR reset monthly plus margin. (1)
Term Loan B - Hedged through September 2026	75,000		5.72	%	Fixed Rate of 3.72% plus 2% margin.
Term Loan B - Hedged through September 2027	75,000		5.62	%	Fixed Rate of 3.62% plus 2% margin.
Term Loan B - Unhedged	342,500		5.72	%	Term SOFR reset monthly plus 2% margin.
Revolver	245,000		5.09	%	Term SOFR reset monthly plus margin. (1)

Debt Principal	$	1,579,375

(1) The applicable margin for Term Loan A ranges from 1% to 2%, depending on our leverage ratio as determined based on our most recently filed financial statements. As of December 31, 2025, the applicable margin was 1.375%.

Our effective interest rate reflects the drivers of our cash interest payments as of December 31, 2025, which can change based upon the reset of the rates. Including the amortization of the upfront payments, our effective interest rate as of December 31, 2025, was 5.1%.

The below table summarizes our change in cash, cash equivalents, and restricted cash.


Table MD&A 9: Net Change in Cash and Cash Equivalents and Restricted Cash
	For the Three Months Ended
	December 31, 2025		December 31, 2024
	(in thousands)
Operating activities:
Net cash used in operating activities	$	(244,402)	$	(79,996)
Net cash provided by/(used in) investing activities	6,632		(22,256)
Net cash provided by/(used in) financing activities	156,900		(8,257)
Effect of foreign exchange rates on cash and cash equivalents and restricted cash	(64)		(2,384)
Net change in cash and cash equivalents and restricted cash	$	(80,934)	$	(112,893)

Net Cash Used in Operating Activities

We reported net cash used in operations of $244.4 million for the first three months of fiscal year 2026, compared to $80.0 million for the first three months of fiscal year 2025. As we had anticipated, cash collections were slow due to a combination of the holiday season, which typically slows payments, combined with a government shutdown and administrative delays with one of our large contracts with the U.S. federal government. We anticipate that our cash flows will improve in the second half of 2026.

These short-term delays in collections are reflected in Days Sales Outstanding ("DSO") at December 31, 2025, which were 78 days, compared with 62 days at September 30, 2025. Excluding the effects of the RPA, DSO would have been 91 days and 73 days, respectively.

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Net Cash Provided by/(Used in) Investing Activities

We reported net cash provided by investing activities of $6.6 million for the first three months of fiscal year 2026, compared to net cash used in investing activities of $22.3 million for the first three months of fiscal year 2025.

In fiscal year 2025, we made significant investments in our capital base, most notably in updating technology on our Federal MDE contracts. Much of this update was completed in the third quarter of that year.

Our cash flows in fiscal year 2026 include the cash received from the sale of our child support business within the United States. The final purchase price will be calculated based upon a working capital calculation, which should be concluded during the third fiscal quarter of this year.

Net Cash Provided by/(Used in) Financing Activities

We reported net cash provided by financing activities of $156.9 million for the first three months of fiscal year 2026, compared to net cash used in financing activities of $8.3 million for the first three months of fiscal year 2025.

We have utilized our credit facilities in both years to cover the short-term delays in collections noted above. In addition, we have utilized $40.6 million and $228.6 million, in the first quarters of fiscal years 2026 and 2025, respectively, to purchase our common shares.

Credit Facilities

Our principal debt agreement is with JPMorgan Chase Bank N.A. (the "Credit Agreement"). At December 31, 2025, we owed $1.58 billion under the Credit Agreement, with access to approximately $505.0 million through a revolving credit facility. Mandatory repayments are required under this agreement through May 2031, when the agreement ends, and must be renegotiated or the funds repaid.

The Credit Agreement contains a number of covenants. Failure to meet these requirements would result in a need to renegotiate the agreement, seek a waiver, or a requirement to repay our outstanding debt in full. There are two financial covenants, both defined in the Credit Agreement:

•Our Consolidated Net Total Leverage Ratio means, for any twelve-month period, the ratio of our Funded Debt (as defined by the Credit Agreement), offset by up to $150 million of unrestricted cash (Consolidated Net Total Leverage), against our Consolidated EBITDA (as defined by the Credit Agreement). To comply with our Credit Agreement, this ratio cannot exceed 4.00:1.00 at the end of each quarter, with a step up to 4.50:1.00 under certain circumstances. This ratio also determines both our interest rate and the charge we pay on the unused component of our revolving credit facility, with the charge increasing as the Consolidated Net Total Leverage Ratio increases.

•Our Consolidated Net Interest Coverage Ratio means, for any twelve-month period, the ratio of our Consolidated EBITDA against our Consolidated Net Interest Expense, as defined by the Credit Agreement. To comply with our Credit Agreement, this ratio cannot be less than 3.00:1.00 at the end of each quarter.

Consolidated EBITDA also drives certain permissions within the Credit Agreement, such as the level of investment we are entitled to make without seeking additional approval from our lenders.

Our Credit Agreement defines Consolidated EBITDA, as well as other components of the calculations above. The definition of Consolidated EBITDA requires us to include adjustments not typically included within EBITDA, including unusual, non-recurring expenses, certain non-cash adjustments, the pro forma effects of acquisitions and disposals, and estimated synergies from acquisitions. As a result, Consolidated EBITDA as defined by the Credit Agreement may not be comparable to EBITDA or related or similarly titled measures presented by other companies.

We have summarized below the components of our two financial ratio calculations, including the components of Consolidated EBITDA as defined by the Credit Agreement which are included within our financial statements. At December 31, 2025, we were in compliance with all applicable covenants of our Credit Agreement. We do not believe that these covenants represent a significant restriction on our ability to operate our business or to pay our dividends.

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Table MD&A 10: Reconciliation of Net Income to Consolidated EBITDA as defined by our Credit Agreement
	For the Three Months Ended		For the Trailing Twelve Months Ended
	December 31, 2025		December 31, 2025
	(in thousands)
Net income	$	93,943	$	371,781
Adjustments:
Interest expense	20,816		87,374
Other (income)/expense, net	(873)		(1,827)
Provision for income taxes	32,324		130,382
Amortization of intangibles	20,300		89,312
Stock compensation expense	7,019		41,250
Acquisition-related expenses	8		314

Divestiture-related (gains)/charges, net	(8,985)		(7,777)

Depreciation and amortization of property, equipment, and capitalized software	12,889		46,103
Pro forma and other adjustments permitted by our Credit Agreement	6,310		47,270
Consolidated EBITDA (as defined by our Credit Agreement)	$	183,751	$	804,182


Table MD&A 11: Consolidated Net Total Leverage Ratio
	For the Trailing Twelve Months Ended
	December 31, 2025
	(in thousands, except ratio data)
Funded Debt (as defined by our Credit Agreement)	$	1,579,375
Cash and cash equivalents up to $150 million	137,594
Consolidated Net Total Leverage (as defined by our Credit Agreement)	$	1,441,781

Consolidated Net Total Leverage Ratio (as defined by our Credit Agreement)	1.79


Table MD&A 12: Consolidated Net Interest Coverage Ratio
	For the Trailing Twelve Months Ended
	December 31, 2025
	(in thousands, except ratio data)
Consolidated EBITDA (as defined by our Credit Agreement)	$	804,182

Interest expense	87,374
Components of other income/expense, net allowed in ratio calculation	1,854

Consolidated Net Interest Expense (as defined by our Credit Agreement)	$	89,228

Consolidated Net Interest Coverage Ratio (as defined by our Credit Agreement)	9.01

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Cash in Foreign Locations

We have no requirement to remit funds from our foreign locations to the United States. We will continue to explore opportunities to remit additional funds, taking into consideration the working capital requirements and relevant tax rules in each jurisdiction. When we are unable to remit funds back without incurring a penalty, we will consider these funds indefinitely reinvested until such time as these restrictions are changed. As a result, we do not record U.S. deferred income taxes on any funds held in foreign jurisdictions. We have not attempted to calculate our potential liability from any transfer of these funds, as any such transaction might include tax planning strategies that we have not fully explored. Accordingly, it is not possible to estimate the potential tax obligations if we were to remit all of our funds from foreign locations to the United States.

Free Cash Flow (Non-GAAP)


Table MD&A 13: Free Cash Flow (Non-GAAP)
	For the Three Months Ended
	December 31, 2025		December 31, 2024
	(in thousands)
Net cash used in operating activities	$	(244,402)	$	(79,996)
Purchases of property and equipment and capitalized software	(6,263)		(22,992)
Free cash flow (Non-GAAP)	$	(250,665)	$	(102,988)

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make estimates, judgments, and assumptions that affect the amounts reported. Actual results could differ from those estimates. Our Annual Report on Form 10-K, filed with the SEC on November 20, 2025, includes a summary of critical accounting policies we believe are the most important to aid in understanding our financial results. There have been no changes to those critical accounting policies that have had a material impact on our reported amounts of assets, liabilities, revenues, or expenses during the three months ended December 31, 2025.

Non-GAAP and Other Measures

We utilize non-GAAP measures where we believe it will assist users of our financial statements in understanding our business. The presentation of these measures is meant to complement, but not replace, other financial measures in this document. The presentation of non-GAAP numbers is not meant to be considered in isolation, nor as an alternative to revenue growth, net cash provided by operating activities, operating income, net income, or earnings per share as measures of performance or liquidity. These non-GAAP measures, as determined and presented by us, may not be comparable to related or similarly titled measures presented by other companies.

For the three months ended December 31, 2025, 11% of our revenue was generated outside the U.S. We believe that users of our financial statements want to understand the performance of our foreign operations using a methodology that excludes the effect of year-over-year exchange rate fluctuations. To calculate year-over-year currency movement, we determine the current fiscal year's results for all foreign businesses using the exchange rates in the prior fiscal year.

From time to time, we enter into acquisitions and divestitures. We believe users of our financial statements want to evaluate the performance of our operations, excluding changes that have arisen due to businesses acquired or disposed of. We identify acquired revenue and cost of revenue by showing these results for periods for which no comparative results exist within our financial statements. We identify revenue and cost of revenue that has been disposed of in a similar manner. This information is supplemented by our calculations of organic growth. To calculate organic growth, we compare current fiscal year results, excluding transactions from acquisitions or disposals, to our prior fiscal year results.

Our previous acquisitions have resulted in significant intangible assets, which are amortized over their estimated useful lives. We believe users of our financial statements want to understand the performance of the business by using a methodology that excludes the amortization of our intangible assets. For the three months ended December 31, 2025 and 2024, we also incurred losses on sales of businesses. We believe that providing supplemental measures that exclude the impact of the items detailed below is useful to investors in evaluating our core operations and results in relation to past periods. Adjusted EBITDA is also a useful measure of performance that focuses on the cash generating capacity of the business as it excludes the non-cash expenses of depreciation, amortization and divestiture-related activity, and makes

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for easier comparisons between the operating performance of companies with different capital structures by excluding interest expense and therefore, the impacts of financing costs. Accordingly, we have calculated our operating income, Adjusted EBITDA, net income, and diluted earnings per share, excluding the effect of the amortization of intangible assets and divestiture-related activity. As disclosed above, Adjusted EBITDA is calculated in a different manner from Consolidated EBITDA, as defined by our Credit Agreement. We have included a table showing our reconciliation of these income measures to their corresponding GAAP measures.


Table MD&A 14: Non-GAAP Adjusted Results - Operating Income, Adjusted EBITDA, Net Income, and Diluted Earnings per Share
	For the Three Months Ended
	December 31, 2025			December 31, 2024
	(dollars in thousands, except per share data)
Operating income	$	146,210		$	86,787
Add back: Amortization of intangible assets	20,300			23,035
Add back: Divestiture-related (gains)/charges	(8,985)			38,341



Add back: Depreciation and amortization of property, equipment, and capitalized software	12,889			8,455
Adjusted EBITDA (Non-GAAP)	$	170,414		$	156,618
Adjusted EBITDA margin (Non-GAAP)	12.7		%	11.2		%

Net income	$	93,943		$	41,196
Add back: Amortization of intangible assets, net of tax	14,961			16,977
Add back: Divestiture-related (gains)/charges, net of tax	(6,624)			38,341
Adjusted net income excluding amortization of intangible assets and divestiture-related adjustments (Non-GAAP)	$	102,280		$	96,514

Diluted earnings per share	$	1.70		$	0.69
Add back: Effect of amortization of intangible assets on diluted earnings per share	0.27			0.28
Add back: Effect of divestiture-related (gains)/charges on diluted earnings per share	(0.12)			0.64
Adjusted diluted earnings per share excluding amortization of intangible assets and divestiture-related adjustments (Non-GAAP)	$	1.85		$	1.61

In order to sustain our cash flows from operations, we regularly refresh our fixed assets and technology. We believe that users of our financial statements want to understand the cash flows that directly correspond with our operations and the investments we must make in those operations using a methodology that combines operating cash flows and capital expenditures. We provide free cash flow to complement our statement of cash flows. Free cash flow shows the effects of our operations and replacement capital expenditures and excludes the cash flow effects of acquisitions, purchases of our common stock, dividend payments, and other financing transactions. We have provided a reconciliation of cash flows from operations to free cash flow in "Liquidity and Capital Resources."

To sustain our operations, our principal source of financing comes from receiving payments from our customers. We believe that users of our financial statements want to evaluate our efficiency in converting revenue into cash receipts. Accordingly, we provide DSO, which we calculate by dividing billed and unbilled receivable balances at the end of each quarter by revenue per day for the quarter. Revenue per day for a quarter is determined by dividing total revenue by 91 days.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, we are exposed to financial risks such as changes in interest rates, foreign currency exchange rates, and counterparty risk. We use derivative instruments to manage selected interest rate exposures. The Company's market rate risk disclosures set forth in Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk" on our Annual Report on Form 10-K, filed with the SEC on November 20, 2025, have not changed materially during the three month period ended December 31, 2025.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective and designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - Other Information

Item 1. Legal Proceedings

Refer to our disclosures included in "Note 11. Commitments and Contingencies" included in Part 1, Item 1 of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

There were no material changes during the three months ended December 31, 2025 to the risk factors previously disclosed in our Annual Report on Form 10-K, filed with the SEC on November 20, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)None.

(b)None.

(c)The following table sets forth the information required regarding purchases of common stock that we made during the three months ended December 31, 2025.


Common Stock Repurchase Activity During the Three Months Ended December 31, 2025
Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of the Publicly Announced Plans or Programs (1)	Maximum Dollar Value that May Yet Be Purchased Under the Plans or Programs (in thousands)

October 1, 2025 - October 31, 2025	352,895	$	87.08	352,895	$	250,034
November 1, 2025 - November 30, 2025	—	—		—	$	250,034
December 1, 2025 - December 31, 2025	—	—		—	$	250,034
Total	352,895	$	87.08	352,895

1.In September 2025, the Board of Directors authorized an increase to our existing stock purchase program whereby we may purchase, at management's discretion, up to $400 million of our common stock.

Item 3. Defaults Upon Senior Securities

(a)None.

(b)None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a)None.

(b)None.

(c)During the three months ended December 31, 2025, no director or officer of the Company adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, except as follows:

•Michelle Link, our Chief Human Resources Officer, adopted a new Rule 10b5-1 trading arrangement on December 15, 2025, that is scheduled to terminate on December 2, 2026. Under the trading arrangement, up to an aggregate of 9,953 shares of common stock are available to be sold by the broker on particular dates, subject to adjustment based on the vesting of performance awards.

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Item 6. Exhibits

Exhibit
No.

Description of Exhibit

31.1

Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

32.1

Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

32.2

Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance Document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Label Linkbase Document.

101.PRE

Inline XBRL Taxonomy Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as Inline XBRL tags and contained in Exhibit 101).



v			Filed herewith.
Φ			Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Maximus, Inc.

	/s/ Bruce L. Caswell	February 5, 2026
By:	Bruce L. Caswell
	President and Chief Executive Officer
	(Principal Executive Officer)

	/s/ David W. Mutryn	February 5, 2026
By:	David W. Mutryn
	Chief Financial Officer
	(Principal Financial Officer)