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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 March 31, 2026
OR
| | | | | |
| ☐ | 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: 001-06605
EQUIFAX INC.
(Exact name of registrant as specified in its charter)
| | | | | |
| Georgia | 58-0401110 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
| | | | | | | | | | | | | | |
| 1550 Peachtree Street | N.W. | Atlanta | Georgia | 30309 |
| (Address of principal executive offices) | (Zip Code) |
404-885-8000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common stock, $1.25 par value per share | | EFX | | 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 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 or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): | | | | | | | | | | | | | | |
| 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 Exchange Act). Yes ☐ No ☒
On April 10, 2026, there were 119,072,409 shares of the registrant’s common stock outstanding.
EQUIFAX INC.
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED MARCH 31, 2026
INDEX
FORWARD-LOOKING STATEMENTS
This report contains information that may constitute “forward-looking statements.” Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will,” “may” and similar expressions identify forward-looking statements, which generally are not historical in nature. All statements that address operating performance and events or developments that we expect or anticipate will occur in the future, including statements related to our strategy, our future operating results, improvements in our information technology and data security infrastructure, the expected financial and operational benefits, synergies and growth from our acquisitions, the expected benefits of our use of artificial intelligence, the pricing strategies, benefits and value proposition of product offerings of Equifax and its competitors, changes in the U.S. mortgage market environment (as well as changes more generally in U.S. and worldwide economic conditions), such as changes in interest rates and inflation levels, and similar statements about our financial outlook and business plans, are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the Company’s historical experience and our present expectations or projections, including without limitation our expectations regarding the Company’s outlook, long-term organic and inorganic growth, and customer acceptance of our business solutions referenced below under “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Business Overview.” These risks and uncertainties include, but are not limited to, those described in Part II, “Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2025, and those described from time to time in our future reports filed with the United States Securities and Exchange Commission (“SEC”). As a result of such risks and uncertainties, we urge you not to place undue reliance on any such forward-looking statements. Forward-looking statements speak only as of the date when made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
EQUIFAX INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | | 2026 | | 2025 |
| (In millions, except per share amounts) | | |
| Operating revenue | | $ | 1,648.9 | | | $ | 1,442.0 | |
| Operating expenses: | | | | |
| Cost of services (exclusive of depreciation and amortization below) | | 767.1 | | | 656.7 | |
| Selling, general and administrative expenses | | 411.0 | | | 374.9 | |
| Depreciation and amortization | | 183.1 | | | 174.6 | |
| Total operating expenses | | 1,361.2 | | | 1,206.2 | |
| Operating income | | 287.7 | | | 235.8 | |
| Interest expense | | (55.7) | | | (52.9) | |
Other income, net | | 3.8 | | | 2.5 | |
| Consolidated income before income taxes | | 235.8 | | | 185.4 | |
| Provision for income taxes | | (62.5) | | | (51.6) | |
| | | | |
| | | | |
| Consolidated net income | | 173.3 | | | 133.8 | |
| Less: Net income attributable to noncontrolling interests including redeemable noncontrolling interests | | (1.8) | | | (0.7) | |
| | | | |
| Net income attributable to Equifax | | $ | 171.5 | | | $ | 133.1 | |
| | | | |
| | | | |
| | | | |
| | | | |
| Basic earnings per common share: | | | | |
| | | | |
| | | | |
| Net income attributable to Equifax | | $ | 1.43 | | | $ | 1.07 | |
| Weighted-average shares used in computing basic earnings per share | | 120.0 | | | 124.1 | |
| Diluted earnings per common share: | | | | |
| | | | |
| | | | |
| Net income attributable to Equifax | | $ | 1.42 | | | $ | 1.06 | |
| Weighted-average shares used in computing diluted earnings per share | | 120.8 | | | 125.1 | |
| Dividends per common share | | $ | 0.56 | | | $ | 0.39 | |
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | 2026 | | 2025 |
| | Equifax Shareholders | | Noncontrolling Interests including Redeemable Noncontrolling Interests | | | | Total | | Equifax Shareholders | | Noncontrolling Interests including Redeemable Noncontrolling Interests | | Total |
| | | (In millions) |
| Net income | | $ | 171.5 | | | $ | 1.8 | | | | | $ | 173.3 | | | $ | 133.1 | | | $ | 0.7 | | | $ | 133.8 | |
| Other comprehensive income: | | | | | | | | | | | | | | |
| Foreign currency translation adjustment | | 54.8 | | | 6.4 | | | | | 61.2 | | | 65.4 | | | 7.9 | | | 73.3 | |
| Change in unrecognized prior service cost related to our pension and other postretirement benefit plans, net | | 0.1 | | | — | | | | | 0.1 | | | — | | | — | | | — | |
| | | | | | | | | | | | | | |
| Comprehensive income | | $ | 226.4 | | | $ | 8.2 | | | | | $ | 234.6 | | | $ | 198.5 | | | $ | 8.6 | | | $ | 207.1 | |
See Notes to Consolidated Financial Statements.
CONSOLIDATED BALANCE SHEETS
(Unaudited) | | | | | | | | | | | | | | |
| (In millions, except par values) | | March 31, 2026 | | December 31, 2025 |
| ASSETS | | | | |
| Current assets: | | | | |
| Cash and cash equivalents | | $ | 183.4 | | | $ | 180.8 | |
Trade accounts receivable, net of allowance for doubtful accounts of $21.7 and $20.2 at March 31, 2026 and December 31, 2025, respectively | | 1,071.9 | | | 1,012.7 | |
| Prepaid expenses | | 184.5 | | | 144.2 | |
| Other current assets | | 46.9 | | | 74.5 | |
| Total current assets | | 1,486.7 | | | 1,412.2 | |
| Property and equipment: | | | | |
| Capitalized internal-use software and system costs | | 2,988.4 | | | 3,098.2 | |
| Data processing equipment and furniture | | 239.3 | | | 239.3 | |
| Land, buildings and improvements | | 301.0 | | | 299.6 | |
| Total property and equipment | | 3,528.7 | | | 3,637.1 | |
| Less accumulated depreciation and amortization | | (1,599.1) | | | (1,704.7) | |
| Total property and equipment, net | | 1,929.6 | | | 1,932.4 | |
| Goodwill | | 6,790.9 | | | 6,745.7 | |
| Indefinite-lived intangible assets | | 94.8 | | | 94.8 | |
| Purchased intangible assets, net | | 1,283.2 | | | 1,331.3 | |
| Other assets, net | | 356.8 | | | 347.8 | |
| Total assets | | $ | 11,942.0 | | | $ | 11,864.2 | |
| LIABILITIES AND EQUITY | | | | |
| Current liabilities: | | | | |
| Short-term debt and current maturities of long-term debt | | $ | 1,252.5 | | | $ | 1,038.0 | |
| Accounts payable | | 158.4 | | | 206.4 | |
| Accrued expenses | | 379.0 | | | 276.3 | |
| Accrued salaries and bonuses | | 142.5 | | | 286.1 | |
| Deferred revenue | | 106.3 | | | 101.2 | |
| Other current liabilities | | 412.0 | | | 427.4 | |
| Total current liabilities | | 2,450.7 | | | 2,335.4 | |
| Long-term debt | | 4,055.6 | | | 4,055.3 | |
| Deferred income tax liabilities, net | | 401.9 | | | 390.8 | |
| Long-term pension and other postretirement benefit liabilities | | 102.5 | | | 103.4 | |
| Other long-term liabilities | | 248.5 | | | 241.1 | |
| Total liabilities | | 7,259.2 | | | 7,126.0 | |
| Commitments and Contingencies (see Note 6) | | | | |
| | | | |
| Redeemable noncontrolling interests | | 120.4 | | | 114.4 | |
| Equifax shareholders' equity: | | | | |
Preferred stock, $0.01 par value: Authorized shares - 10.0; Issued shares - none | | — | | | — | |
Common stock, $1.25 par value: Authorized shares - 300.0; Issued shares - 189.3 at March 31, 2026 and December 31, 2025; Outstanding shares - 119.3 and 120.4 at March 31, 2026 and December 31, 2025, respectively | | 236.6 | | | 236.6 | |
| Paid-in capital | | 2,064.0 | | | 2,023.4 | |
| Retained earnings | | 6,549.2 | | | 6,445.1 | |
| Accumulated other comprehensive loss | | (462.2) | | | (517.1) | |
Treasury stock, at cost, 69.4 shares and 68.3 shares at March 31, 2026 and December 31, 2025, respectively | | (3,841.0) | | | (3,577.8) | |
Stock held by employee benefits trusts, at cost, 0.6 shares at March 31, 2026 and December 31, 2025 | | (5.9) | | | (5.9) | |
| | | | |
| Total Equifax shareholders’ equity | | 4,540.7 | | | 4,604.3 | |
| Noncontrolling interests | | 21.7 | | | 19.5 | |
| Total shareholders' equity | | 4,562.4 | | | 4,623.8 | |
| Total liabilities, redeemable noncontrolling interests, and shareholders' equity | | $ | 11,942.0 | | | $ | 11,864.2 | |
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | | 2026 | | 2025 |
| | (In millions) |
| Operating activities: | | | | |
| Consolidated net income | | $ | 173.3 | | | $ | 133.8 | |
| Adjustments to reconcile consolidated net income to net cash provided by operating activities: | | | | |
| | | | |
| Depreciation and amortization | | 184.8 | | | 176.4 | |
| Stock-based compensation expense | | 43.3 | | | 33.5 | |
| | | | |
| Deferred income taxes | | 13.5 | | | (3.0) | |
| | | | |
| | | | |
| Changes in assets and liabilities, excluding effects of acquisitions: | | | | |
| Accounts receivable, net | | (58.3) | | | (55.0) | |
| Other assets, current and long-term | | (16.3) | | | (5.5) | |
| Current and long term liabilities, excluding debt | | (98.4) | | | (56.3) | |
| Cash provided by operating activities | | 241.9 | | | 223.9 | |
| Investing activities: | | | | |
| Capital expenditures | | (120.4) | | | (107.2) | |
| | | | |
| | | | |
| | | | |
| | | | |
| Cash used in investing activities | | (120.4) | | | (107.2) | |
| Financing activities: | | | | |
| Net short-term borrowings (payments) | | 214.9 | | | (48.1) | |
| Payments on long-term debt | | (1.4) | | | — | |
| | | | |
| Treasury stock purchases | | (260.0) | | | — | |
| Dividends paid to Equifax shareholders | | (67.1) | | | (48.5) | |
| | | | |
| Proceeds from exercise of stock options and employee stock purchase plan | | 10.4 | | | 12.3 | |
| Payment of taxes related to settlement of equity awards | | (14.5) | | | (11.5) | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| Cash used in financing activities | | (117.7) | | | (95.8) | |
| Effect of foreign currency exchange rates on cash and cash equivalents | | (1.2) | | | 4.4 | |
| Increase in cash and cash equivalents | | 2.6 | | | 25.3 | |
| Cash and cash equivalents, beginning of period | | 180.8 | | | 169.9 | |
| Cash and cash equivalents, end of period | | $ | 183.4 | | | $ | 195.2 | |
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND ACCUMULATED OTHER COMPREHENSIVE LOSS
(Unaudited)
For the Three Months Ended March 31, 2026
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| | | Equifax Shareholders | | | | | | |
| | | | | | | | | | Accumulated Other Comprehensive Loss | | | | Stock Held By Employee Benefits Trusts | | | | Total Shareholders' Equity | | |
| | | Common Stock | | | | | | | | | | | | | |
| | Shares Outstanding | | Amount | | Paid-In Capital | | Retained Earnings | | | Treasury Stock | | | Noncontrolling Interests | | | |
| | | (In millions, except per share amounts) | | |
| Balance, December 31, 2025 | | 120.4 | | | $ | 236.6 | | | $ | 2,023.4 | | | $ | 6,445.1 | | | $ | (517.1) | | | $ | (3,577.8) | | | $ | (5.9) | | | $ | 19.5 | | | $ | 4,623.8 | | | |
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| Net income | | — | | | — | | | — | | | 171.5 | | | — | | | — | | | — | | | 1.9 | | | 173.4 | | | |
| Other comprehensive income | | — | | | — | | | — | | | — | | | 54.9 | | | — | | | — | | | 0.3 | | | 55.2 | | | |
| Shares issued under stock and benefit plans, net of minimum tax withholdings | | 0.2 | | | — | | | (3.0) | | | — | | | — | | | (1.1) | | | — | | | — | | | (4.1) | | | |
| Treasury stock purchased under share repurchase program, including brokerage commissions and excise taxes* | | (1.3) | | | — | | | — | | | — | | | — | | | (262.1) | | | — | | | — | | | (262.1) | | | |
Cash dividends ($0.56 per share) | | — | | | — | | | — | | | (67.4) | | | — | | | — | | | — | | | — | | | (67.4) | | | |
| Dividends paid to employee benefits trusts | | — | | | — | | | 0.3 | | | — | | | — | | | — | | | — | | | — | | | 0.3 | | | |
| Stock-based compensation expense | | — | | | — | | | 43.3 | | | — | | | — | | | — | | | — | | | — | | | 43.3 | | | |
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| Balance, March 31, 2026 | | 119.3 | | | $ | 236.6 | | | $ | 2,064.0 | | | $ | 6,549.2 | | | $ | (462.2) | | | $ | (3,841.0) | | | $ | (5.9) | | | $ | 21.7 | | | $ | 4,562.4 | | | |
* At March 31, 2026, approximately $1.8 billion was available for future purchases of common stock under our share repurchase authorization.
For the Three Months Ended March 31, 2025
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Equifax Shareholders | | | | | | |
| | | | | | | | | | Accumulated Other Comprehensive Loss | | | | Stock Held By Employee Benefits Trusts | | | | Total Shareholders' Equity | | |
| | | Common Stock | | | | | | | | | | | | | |
| | Shares Outstanding | | Amount | | Paid-In Capital | | Retained Earnings | | | Treasury Stock | | | Noncontrolling Interests | | | |
| | | (In millions, except per share amounts) | | |
| Balance, December 31, 2024 | | 124.0 | | | $ | 236.6 | | | $ | 1,915.2 | | | $ | 6,018.6 | | | $ | (722.7) | | | $ | (2,644.9) | | | $ | (5.9) | | | $ | 17.5 | | | $ | 4,814.4 | | | |
| Net income | | — | | | — | | | — | | | 133.1 | | | — | | | — | | | — | | | 0.8 | | | 133.9 | | | |
| Other comprehensive income | | — | | | — | | | — | | | — | | | 65.4 | | | — | | | — | | | 0.3 | | | 65.7 | | | |
| Shares issued under stock and benefit plans, net of minimum tax withholdings | | 0.2 | | | — | | | 4.1 | | | — | | | — | | | (3.3) | | | — | | | — | | | 0.8 | | | |
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Cash dividends ($0.39 per share) | | — | | | — | | | — | | | (48.7) | | | — | | | — | | | — | | | — | | | (48.7) | | | |
| Dividends paid to employee benefits trusts | | — | | | — | | | 0.2 | | | — | | | — | | | — | | | — | | | — | | | 0.2 | | | |
| Stock-based compensation expense | | — | | | — | | | 33.5 | | | — | | | — | | | — | | | — | | | — | | | 33.5 | | | |
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| Balance, March 31, 2025 | | 124.2 | | | $ | 236.6 | | | $ | 1,953.0 | | | $ | 6,103.0 | | | $ | (657.3) | | | $ | (2,648.2) | | | $ | (5.9) | | | $ | 18.6 | | | $ | 4,999.8 | | | |
Accumulated Other Comprehensive Loss consists of the following components:
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| | March 31, 2026 | | December 31, 2025 |
| | | (In millions) |
| Foreign currency translation | | $ | (458.2) | | | $ | (513.0) | |
Unrecognized prior service cost related to our pension and other postretirement benefit plans, net of accumulated tax of $1.0 million and $1.1 million at March 31, 2026 and December 31, 2025, respectively. | | (3.3) | | | (3.4) | |
Cash flow hedging transactions, net of tax of $0.4 million and $0.5 million at March 31, 2026 and December 31, 2025, respectively. | | (0.7) | | | (0.7) | |
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| Accumulated other comprehensive loss | | $ | (462.2) | | | $ | (517.1) | |
See Notes to Consolidated Financial Statements.
EQUIFAX INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2026
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
As used herein, the terms Equifax, the Company, we, our and us refer to Equifax Inc., a Georgia corporation, and its consolidated subsidiaries as a combined entity, except where it is clear that the terms mean only Equifax Inc.
Nature of Operations. We collect, organize and manage various types of financial, demographic, employment, criminal justice data and marketing information. Our products and services enable businesses to make credit and service decisions, manage their portfolio risk, automate or outsource certain payroll-related, tax and human resources business processes and develop marketing strategies concerning consumers and commercial enterprises. We serve customers across a wide range of industries, including the financial services, mortgage, retail, telecommunications, utilities, automotive, brokerage, healthcare and insurance industries, as well as government agencies. We also enable consumers to manage and protect their financial health through a portfolio of products offered directly to consumers. As of March 31, 2026, we operated in the following countries: Argentina, Australia, Brazil, Canada, Chile, Costa Rica, Dominican Republic, Ecuador, El Salvador, Honduras, India, Ireland, Mexico, New Zealand, Paraguay, Peru, Portugal, Spain, the United Kingdom ("U.K."), Uruguay and the United States of America ("U.S."). We also have investments in consumer and/or commercial credit information companies through joint ventures in Brazil, Cambodia, Malaysia and Singapore.
We develop, maintain and enhance secured proprietary information databases through the compilation of consumer specific data, including credit, income, employment, criminal justice, asset, liquidity, net worth and spending activity, and business data, including credit and business demographics, that we obtain from a variety of sources, such as credit granting institutions, payroll processors, and income and tax information primarily from large to mid-sized companies in the U.S. We process this information utilizing our proprietary information management systems. We also provide information, technology and services to support debt collections and recovery management.
Basis of Presentation. The unaudited Consolidated Financial Statements and the accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, the instructions to Form 10-Q and applicable sections of SEC Regulation S-X. This Form 10-Q should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”).
Our unaudited Consolidated Financial Statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the periods presented and are of a normal recurring nature.
Earnings Per Share. Our basic earnings per share, or EPS, is calculated as net income attributable to Equifax divided by the weighted-average number of common shares outstanding during the reporting period. Diluted EPS is calculated to reflect the potential dilution that would occur if stock options or other contracts to issue common stock were exercised and resulted in additional common shares outstanding. The net income amounts used in both our basic and diluted EPS calculations are the same. A reconciliation of the weighted-average outstanding shares used in the two calculations is as follows:
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| | | Three Months Ended March 31, | | |
| | | 2026 | | 2025 | | | | |
| | | (In millions) |
| Weighted-average shares outstanding (basic) | | 120.0 | | | 124.1 | | | | | |
| Effect of dilutive securities: | | | | | | | | |
| Stock options and restricted stock units | | 0.8 | | | 1.0 | | | | | |
| Weighted-average shares outstanding (diluted) | | 120.8 | | | 125.1 | | | | | |
For the three months ended March 31, 2026, 0.9 million stock options were anti-dilutive and therefore excluded from this calculation. For the three months ended March 31, 2025, stock options that were anti-dilutive were not material.
Financial Instruments. Our financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and short and long-term debt. The carrying amounts of these items, other than long-term debt, approximate their fair market values due to the short-term nature of these instruments. The fair value of our fixed-rate debt is determined using Level 2 inputs such as quoted market prices for publicly traded instruments, and for non-publicly traded instruments, through valuation techniques depending on the specific characteristics of the debt instrument, taking into account credit risk. As of March 31, 2026 and December 31, 2025, the fair value of our long-term debt, including the current portion, based on observable inputs was $4.2 billion and $4.3 billion, respectively, compared to its carrying value of $4.4 billion for both periods.
Fair Value Measurements. Fair value is determined based on the assumptions marketplace participants use in pricing an asset or liability. We use a three level fair value hierarchy to prioritize the inputs used in valuation techniques between observable inputs that reflect quoted prices in active markets, inputs other than quoted prices with observable market data and unobservable data (e.g., a company’s own data).
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis. We did not complete any acquisitions during the three months ended March 31, 2026.
Trade Accounts Receivable and Allowance for Doubtful Accounts. Accounts receivable are stated at cost and are due in less than a year. Significant payment terms for customers are identified in the contract. We do not recognize interest income on our trade accounts receivable. Additionally, we generally do not require collateral from our customers related to our trade accounts receivable.
The allowance for doubtful accounts is based on management's estimate for expected credit losses for outstanding trade accounts receivables. We determine expected credit losses based on historical write-off experience, an analysis of the aging of outstanding receivables, customer payment patterns, the establishment of specific reserves for customers in an adverse financial condition and adjusted based upon our expectations of changes in macroeconomic conditions that may impact the collectability of outstanding receivables. We reassess the adequacy of the allowance for doubtful accounts each reporting period. Increases to the allowance for doubtful accounts are recorded as bad debt expense, which is included in selling, general and administrative expenses on the accompanying Consolidated Statements of Income. Below is a rollforward of our allowance for doubtful accounts for the three months ended March 31, 2026 and 2025, respectively.
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| Three Months Ended March 31, | | |
| 2026 | | 2025 | | | | |
| (In millions) |
| Allowance for doubtful accounts, beginning of period | $ | 20.2 | | | $ | 16.9 | | | | | |
| Current period bad debt expense | 10.6 | | | 6.0 | | | | | |
| Write-offs, net of recoveries | (9.1) | | | (4.7) | | | | | |
| Allowance for doubtful accounts, end of period | $ | 21.7 | | | $ | 18.2 | | | | | |
Other Current Assets. Other current assets on our Consolidated Balance Sheets primarily include amounts receivable from tax authorities. Other current assets also include amounts in specifically designated accounts that hold the funds that are due to customers from our debt collection and recovery management services. As of March 31, 2026, these assets were $11.4 million, with a corresponding balance in other current liabilities. These amounts are restricted as to their current use and will be released according to the specific customer agreements.
Other Assets. Other assets on our Consolidated Balance Sheets primarily represent our investments in unconsolidated affiliates, the Company’s operating lease right-of-use assets, employee benefit trust assets, assets related to life insurance policies covering certain officers of the Company and long-term deferred tax assets.
Other Current Liabilities. Other current liabilities on our Consolidated Balance Sheets consist of the current portion of our operating lease liabilities and various accrued liabilities such as interest expense, income taxes, accrued employee benefits, and insurance expense. Other current liabilities also include the offset to other current assets related to amounts in specifically designated accounts that hold the funds that are due to customers from our debt collection and recovery management services. As of March 31, 2026, these funds were $11.4 million. These amounts are restricted as to their current use and will be released according to the specific customer agreements.
Redeemable Noncontrolling Interest. As part of the merger consideration issued to complete the acquisition of BVS, we issued shares of one of our subsidiaries, thus resulting in a noncontrolling interest. We recognized the noncontrolling interest at fair value at the date of acquisition. These shares were issued with specific rights allowing the holders to sell the
shares back to Equifax, at fair value during specified future time periods starting at the fifth anniversary and only when certain conditions exist. Additionally, the shareholder agreements provide Equifax with the right to buy the shares back at fair value at future dates beginning after the tenth anniversary of the acquisition, however Equifax is not required to exercise this right at any point.
We determined that the noncontrolling interest shareholder rights meet the requirements to be considered redeemable.
Therefore, we have classified the noncontrolling interest outside of permanent equity within our Consolidated Balance Sheet. Currently, the noncontrolling interest is not redeemable but it is probable that it will become redeemable in the future.
The redeemable noncontrolling interest is reflected using the redemption method as of the balance sheet date. Redeemable noncontrolling interest adjustments to the redemption values are reflected in retained earnings. The adjustment of redemption value at the period end that reflects a redemption value to an amount other than fair value is included as an adjustment to net income attributable to Equifax stockholders for the purposes of the calculation of earnings per share. None of the current period adjustments reflect a redemption value in excess of fair value.
The Company's redeemable noncontrolling interests activities for the three months ended March 31, 2026 and 2025 are summarized as follows:
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| | Three Months Ended March 31, | |
Redeemable noncontrolling interests: | | 2026 | | 2025 | | | | |
| | (In millions) |
| Redeemable noncontrolling interests, beginning of period | | $ | 114.4 | | | $ | 105.2 | | | | | |
| | | | | | | | |
| Net loss attributable to redeemable noncontrolling interest | | (0.1) | | | (0.1) | | | | | |
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| Effect of foreign currency translation attributable to redeemable noncontrolling interest | | 6.1 | | | 7.6 | | | | | |
| Redeemable noncontrolling interests, end of period | | $ | 120.4 | | | $ | 112.7 | | | | | |
Recent Accounting Pronouncements. Interim Reporting (Topic 270): Narrow Scope Improvements. On December 8, 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements. The ASU improves the navigability of the required interim reporting requirements. The ASU does not change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements. The update centralizes and clarifies interim reporting requirements by consolidating all interim disclosure rules into Topic 270 and establishing a new "disclosure principle" to capture material events occurring after the last annual report. Entities must apply a principle requiring the disclosure of any events or changes that have occurred since the end of the last annual reporting period that have a material impact on the entity (e.g., changes in long-term contracts, new borrowings, or business combinations). The amendments in this Update are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 and can be applied either prospectively or retrospectively. Early adoption is permitted. We are still evaluating the impact, but do not expect the adoption of the standard to have a material impact on our Consolidated Financial Statements.
Intangibles—Goodwill and Other—Internal-Use Software. On September 18, 2025, the FASB issued ASU 2025-06 which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40. The amendments in the ASU remove all references to prescriptive and sequential software development stages throughout Subtopic 350-40. Therefore, an entity is required to start capitalizing software costs when both of the following occur: (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended (the “probable-to-complete recognition threshold”). In evaluating the probable-to-complete recognition threshold, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software (“significant development uncertainty”). Significant development uncertainty exists if either of the following factors is present: (i) the software being developed has technological innovations or novel, unique, or unproven functions or features, and the uncertainty related to those technological innovations, functions, or features, if identified, has not been resolved through coding and testing or (ii) the entity has not determined what it needs the software to do (for example, functions or features), including whether the entity has not identified or continues to substantially revise the software’s significant performance requirements. The amendments in the ASU specify that the disclosures in Subtopic 360-10, Property, Plant, and Equipment—Overall, are required for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements. Additionally, the amendments clarify that the intangibles disclosures in paragraphs 350-30-50-1 through 50-3 are not required for capitalized internal-use software costs. The amendments in the ASU are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The amendments in the ASU permit an entity to apply the new guidance using any of the following transition approaches: (i) a prospective transition
approach, (ii) modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption, or (iii) a retrospective transition approach. We are still evaluating the impact the adoption of the standard will have on our Consolidated Financial Statements.
Business Combinations and Consolidation. On May 12, 2025, the FASB issued ASU 2025-03, which revises the guidance in ASC 805 on identifying the accounting acquirer in a business combination in which the legal acquiree is a variable interest entity ("VIE"). The ASU is intended to improve comparability between business combinations that involve VIEs and those that do not. Under ASU 2025-03, a reporting entity involved in a business combination effected primarily by the exchange of equity interests must consider the factors in ASC 805-10-55-12 through 55-15 to determine which entity is the accounting acquirer regardless of whether the legal acquiree is a VIE. More specifically, when considering those factors, the reporting entity can determine that a transaction in which the legal acquiree is a VIE represents a reverse acquisition (in which the legal acquirer is identified as the acquiree for accounting purposes). As a result, comparability is increased with business combinations in which the legal acquiree is a VIE. ASU 2025-03 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The amendments in ASU 2025-03 must be applied prospectively to any business combination that occurs after the initial adoption date. We are still evaluating the impact, but do not expect the adoption of the standard to have a material impact on our Consolidated Financial Statements.
Income Statement — Reporting Comprehensive Income. In November 2024, the FASB issued ASU No. 2024-03 "Disaggregation of Income Statement Expenses." The update requires public business entities to disclose in a tabular format, on an annual and interim basis, purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion for each income statement line item that contains those expenses. Specified expenses, gains and losses that are already disclosed under existing U.S. GAAP are also required to be included in the disaggregated income statement expense line-item disclosures, and any remaining amounts need to be described qualitatively. Separate disclosures of total selling expenses and an entity’s definition of those expenses are also required annually. The ASU is effective for public entities for annual periods with fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Public entities are required to adopt the ASU prospectively. However, public entities are permitted to apply the amendments in the ASU retrospectively. We are still evaluating the impact on our financial statement disclosures.
2. REVENUE
Revenue Recognition. Based on the information that management reviews internally for evaluating operating segment performance and nature, amount, timing, and uncertainty of revenue and cash flows affected by economic factors, we disaggregate revenue as follows:
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| | Three Months Ended March 31, | | Change | | | |
| Consolidated Operating Revenue | | 2026 | | 2025 | | $ | | % | | | | | | | |
| | (In millions) | | |
| Verification Services | | $ | 571.4 | | | $ | 502.2 | | | $ | 69.2 | | | 14 | % | | | | | | | |
| Employer Services | | 111.7 | | | 116.4 | | | (4.7) | | | (4) | % | | | | | | | |
| Total Workforce Solutions | | 683.1 | | | 618.6 | | | 64.5 | | | 10 | % | | | | | | | |
| Online Information Solutions | | 553.7 | | | 448.1 | | | 105.6 | | | 24 | % | | | | | | | |
| | | | | | | | | | | | | | | |
| Financial Marketing Services | | 51.9 | | | 51.8 | | | 0.1 | | | — | % | | | | | | | |
| Total U.S. Information Solutions | | 605.6 | | | 499.9 | | | 105.7 | | | 21 | % | | | | | | | |
| Latin America | | 102.7 | | | 94.2 | | | 8.5 | | | 9 | % | | | | | | | |
| Europe | | 94.0 | | | 86.6 | | | 7.4 | | | 9 | % | | | | | | | |
| Asia Pacific | | 92.6 | | | 79.7 | | | 12.9 | | | 16 | % | | | | | | | |
| Canada | | 70.9 | | | 63.0 | | | 7.9 | | | 12 | % | | | | | | | |
| Total International | | 360.2 | | | 323.5 | | | 36.7 | | | 11 | % | | | | | | | |
| Total operating revenue | | $ | 1,648.9 | | | $ | 1,442.0 | | | $ | 206.9 | | | 14 | % | | | | | | | |
| | | | | | | | | | | | | | | |
Remaining Performance Obligation – We have elected to disclose only the remaining performance obligations for those contracts with an expected duration of greater than one year and do not disclose the value of remaining performance obligations for contracts in which we recognize revenue at the amount to which we have the right to invoice. We expect to recognize as revenue the following amounts related to our remaining performance obligations as of March 31, 2026, inclusive of foreign exchange impact:
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| Performance Obligation | | Amount |
| | (In millions) |
| Less than 1 year | | $ | 28.6 | |
| 1 to 3 years | | 29.7 | |
| 3 to 5 years | | 16.6 | |
| Thereafter | | 5.1 | |
| Total remaining performance obligation | | $ | 80.0 | |
3. ACQUISITIONS AND INVESTMENTS
We did not complete any acquisitions during the three months ended March 31, 2026 and 2025.
4. GOODWILL AND INTANGIBLE ASSETS
Goodwill. Goodwill represents the cost in excess of the fair value of the net assets acquired in a business combination. Goodwill is tested for impairment at the reporting unit level on an annual basis and on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. We perform our annual goodwill impairment test as of December 1 each year.
Changes in the amount of goodwill for the three months ended March 31, 2026 are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Workforce Solutions | | U.S. Information Solutions | | International | | Total |
| | | |
| Balance, December 31, 2025 | | $ | 2,574.1 | | | $ | 2,006.2 | | | $ | 2,165.4 | | | $ | 6,745.7 | |
| | | | | | | | |
| | | | | | | | |
| Foreign currency translation | | | | — | | | 45.2 | | | 45.2 | |
| | | | | | | | |
| Balance, March 31, 2026 | | $ | 2,574.1 | | | $ | 2,006.2 | | | $ | 2,210.6 | | | $ | 6,790.9 | |
Indefinite-Lived Intangible Assets. Indefinite-lived intangible assets consist of indefinite-lived reacquired rights representing the value of rights which we had granted to various affiliate credit reporting agencies that were reacquired in the U.S. and Canada. At the time we acquired these agreements, they were considered perpetual in nature under the accounting guidance in place at that time and, therefore, the useful lives are considered indefinite. Indefinite-lived intangible assets are not amortized. We are required to test indefinite-lived intangible assets for impairment annually and whenever events or circumstances indicate that there may be an impairment of the asset value. We perform our annual indefinite-lived intangible asset impairment test as of December 1 each year. Our indefinite-lived intangible asset carrying amounts did not change during the three months ended March 31, 2026.
Purchased Intangible Assets. Purchased intangible assets represent the estimated acquisition date fair value of acquired intangible assets used in our business. Purchased data files represent the estimated fair value of consumer and commercial data files acquired through our acquisitions of various companies, including a fraud and identity solutions provider and independent credit reporting agencies in the U.S., Australia, Brazil, Canada and Dominican Republic. We expense the cost of modifying and updating credit files in the period such costs are incurred. We amortize all of our purchased intangible assets on a straight-line basis. For additional information about the useful lives related to our purchased intangible assets, see Note 1 of the Notes to Consolidated Financial Statements in our 2025 Form 10-K.
Purchased intangible assets, net, recorded on our Consolidated Balance Sheets at March 31, 2026 and December 31, 2025 consisted of the following:
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| | | March 31, 2026 | | December 31, 2025 | | |
| | Gross | | Accumulated Amortization | | Net | | Gross | | Accumulated Amortization | | Net | | |
| Definite-lived intangible assets: | | (In millions) | | |
| Purchased data files | | $ | 1,153.0 | | | $ | (795.4) | | | $ | 357.6 | | | $ | 1,141.2 | | | $ | (767.6) | | | $ | 373.6 | | | |
| Customer relationships | | 929.0 | | | (539.5) | | | 389.5 | | | 922.1 | | | (523.2) | | | 398.9 | | | |
| | | | | | | | | | | | | | |
| Proprietary database | | 718.7 | | | (286.1) | | | 432.6 | | | 720.2 | | | (272.6) | | | 447.6 | | | |
| Acquired software and technology | | 216.0 | | | (148.2) | | | 67.8 | | | 215.9 | | | (139.4) | | | 76.5 | | | |
| Trade names, non-compete agreements and other intangible assets | | 50.3 | | | (14.6) | | | 35.7 | | | 49.4 | | | (14.7) | | | 34.7 | | | |
| | | | | | | | | | | | | | |
| Total definite-lived intangible assets | | $ | 3,067.0 | | | $ | (1,783.8) | | | $ | 1,283.2 | | | $ | 3,048.8 | | | $ | (1,717.5) | | | $ | 1,331.3 | | | |
Amortization expense related to purchased intangible assets was $62.0 million and $62.3 million during the three months ended March 31, 2026 and 2025, respectively.
Estimated future amortization expense related to definite-lived purchased intangible assets at March 31, 2026 is as follows:
| | | | | | | | |
| Years ending December 31, | | Amount |
| | | (In millions) |
| 2026 | | $ | 179.2 | |
| 2027 | | 228.2 | |
| 2028 | | 167.3 | |
| 2029 | | 152.1 | |
| 2030 | | 141.4 | |
| Thereafter | | 415.0 | |
| | | $ | 1,283.2 | |
5. DEBT
Debt outstanding at March 31, 2026 and December 31, 2025 was as follows: | | | | | | | | | | | | | | |
| | March 31, 2026 | | December 31, 2025 |
| | | (In millions) |
| Commercial paper ("CP") | | $ | 958.5 | | | $ | 762.0 | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Notes, 3.25%, due June 2026 | | 275.0 | | | 275.0 | |
| | | | |
| | | | |
Notes, 5.10%, due December 2027 | | 750.0 | | | 750.0 | |
Notes, 5.10%, due June 2028 | | 700.0 | | | 700.0 | |
Debentures, 6.90%, due July 2028 | | 125.0 | | | 125.0 | |
Notes, 4.80%, due September 2029 | | 650.0 | | | 650.0 | |
Notes, 3.10%, due May 2030 | | 600.0 | | | 600.0 | |
Notes, 2.35%, due September 2031 | | 1,000.0 | | | 1,000.0 | |
Notes, 7.00%, due July 2037 | | 250.0 | | | 250.0 | |
| Other | | 19.0 | | | 2.2 | |
| Total debt | | 5,327.5 | | | 5,114.2 | |
| Less short-term debt and current maturities | | (1,252.5) | | | (1,038.0) | |
| Less unamortized discounts and debt issuance costs | | (19.4) | | | (20.9) | |
| Total long-term debt, net | | $ | 4,055.6 | | | $ | 4,055.3 | |
Senior Credit Facility. We have access to a $1.5 billion five year unsecured revolving credit facility (the “Revolver”), which matures in August 2028. Availability of the Revolver is reduced by the outstanding principal balance of our CP notes and by any letters of credit issued under the Revolver. As of March 31, 2026, there were $958.5 million of outstanding CP notes, $1.3 million of letters of credit outstanding, and no outstanding borrowings under the Revolver. Availability under the Revolver was $0.5 billion at March 31, 2026.
Commercial Paper Program. Our $1.5 billion CP program has been established through the private placement of CP notes from time-to-time, in which borrowings may bear interest at either a variable or a fixed rate, plus the applicable margin. Maturities of CP can range from overnight to 397 days. Because the CP program is backstopped by our Revolver, the amount of CP which may be issued under the program is reduced by the outstanding face amount of any letters of credit issued and by the outstanding borrowings under our Revolver. At March 31, 2026, there were $958.5 million of outstanding CP notes. We have disclosed the net short-term borrowing activity for the three months ended March 31, 2026 in the Consolidated Statements of Cash Flows. There were no CP borrowings or payments with a maturity date greater than 90 days and less than 365 days for the three months ended March 31, 2026 and 2025.
For additional information about our debt agreements, see Note 5 of the Notes to Consolidated Financial Statements in our 2025 Form 10-K.
6. COMMITMENTS AND CONTINGENCIES
Legal Settlement
Equifax has been named as a defendant in four related class action lawsuits pending in federal courts across the country concerning inquiry disputes on consumers’ credit files. In January 2026, Equifax and the plaintiffs’ attorneys who filed the lawsuits reached an agreement in principle to settle the claims at issue on a nationwide and class-wide basis. The parties have filed a notice of settlement with one federal court and expect to provide the same notice in other pending lawsuits. If the final terms of a settlement agreement cannot be agreed upon, or if the settlement is not ultimately approved by the court, Equifax believes it has valid defenses to each of these actions and will continue to defend against them. We accrued an estimate of $30.0 million related to these matters in the fourth quarter of 2025, which represents our best estimate of the liability related to global settlement of these matters.
FCRA Litigation
On August 3, 2022, a lawsuit was filed against us in the U.S. District Court for the Northern District of Georgia alleging violations of certain sections of the Fair Credit Reporting Act (“FCRA”) in connection with a previously-disclosed coding issue which impacted how some credit scores were calculated during a three-week period. The complaint seeks certification of a class of consumers whose scores were impacted and unspecified monetary damages, costs and attorneys’ fees. We dispute the allegations in the complaint and intend to defend against the claims.
Data Processing, Outsourcing Services and Other Agreements
We have separate agreements with Google and others to outsource portions of our network and security infrastructure, computer data processing operations, applications development, business continuity and recovery services, help desk service and desktop support functions, operation of our voice and data networks, maintenance and related functions and to provide certain other administrative and operational services. The agreements expire between 2026 and 2033. Annual payment obligations in regard to these agreements vary due to factors such as the volume of data processed; changes in our servicing needs as a result of new product offerings, acquisitions or divestitures; the introduction of significant new technologies; foreign currency; or the general rate of inflation. In certain circumstances (e.g., a change in control or for our convenience), we may terminate these data processing and outsourcing agreements, and, in doing so, certain of these agreements require us to pay significant termination fees.
Guarantees and General Indemnifications
We will from time to time issue standby letters of credit, performance or surety bonds or other guarantees in the normal course of business. The aggregate notional amount of all standby letters of credit, performance bonds and surety bonds is not material at March 31, 2026 and these instruments generally have a remaining maturity of one year or less. We may issue other guarantees in the ordinary course of business. The maximum potential future payments we could be required to make under the guarantees is not material at March 31, 2026. We have agreed to guarantee the liabilities and performance obligations (some of which have limitations) of a certain debt collections and recovery management subsidiary under its commercial agreements.
Many of our commercial agreements contain commercially standard indemnification obligations related to tort, material breach or other liabilities that arise during the course of performance under the agreement. These indemnification obligations are typically mutual.
We are the lessee under many real estate leases. It is common in these commercial lease transactions for us, as the lessee, to agree to indemnify the lessor and other related third parties for tort, environmental and other liabilities that arise out of or relate to our use or occupancy of the leased premises. This type of indemnity would typically make us responsible to indemnified parties for liabilities arising out of the conduct of, among others, contractors, licensees and invitees at or in connection with the use or occupancy of the leased premises. This indemnity often extends to related liabilities arising from the negligence of the indemnified parties, but usually excludes any liabilities caused by either their sole or gross negligence and their willful misconduct.
Certain of our credit agreements include provisions which require us to make payments to preserve an expected economic return to the lenders if that economic return is diminished due to certain changes in law or regulations. In certain of
these credit agreements, we also bear the risk of certain changes in tax laws that would be subject to payments to non-U.S. lenders to withholding taxes.
In conjunction with certain transactions, such as sales or purchases of operating assets or services in the ordinary course of business, or the disposition of certain assets or businesses, we sometimes provide routine indemnifications, the terms of which range in duration and sometimes are not limited.
The Company has entered into indemnification agreements with its directors and executive officers. Under these agreements, the Company has agreed to indemnify such individuals to the fullest extent permitted by law against liabilities that arise by reason of their status as directors or officers and to advance expenses incurred by such individuals in connection with the related legal proceedings. The Company maintains directors and officers liability insurance coverage to reduce its exposure to such obligations.
We cannot reasonably estimate our potential future payments under the guarantees and indemnities and related provisions described above because we cannot predict when and under what circumstances these provisions may be triggered.
Contingencies
In addition to the matters set forth above, we are involved in legal and regulatory matters, government investigations, claims and litigation arising in the ordinary course of business. We periodically assess our exposure related to these matters based on the information which is available. We have recorded accruals in our Consolidated Financial Statements for those matters in which it is probable that we have incurred a loss and the amount of the loss, or range of loss, can be reasonably estimated. For certain of these matters, it is reasonably possible that we will incur losses, however it is not possible at this time to estimate the amount of loss or range of possible losses that might result from their resolution. The Company will continue to evaluate information as it becomes known and will record an estimate for losses at the time when it is both probable that a loss has been incurred and the amount of the loss is reasonably estimable.
For additional information about these and other commitments and contingencies, see Note 6 of the Notes to Consolidated Financial Statements in our 2025 Form 10-K.
7. INCOME TAXES
Effective Tax Rate
Our effective income tax rate was 26.5% for the three months ended March 31, 2026 compared to 27.8% for the three months ended March 31, 2025. Our effective tax rate was lower for the three months ended March 31, 2026 as compared to the same period in 2025 due to more favorable discrete tax benefits, none of which were individually material.
8. ACCUMULATED OTHER COMPREHENSIVE LOSS
Changes in accumulated other comprehensive loss by component, after tax, for the three months ended March 31, 2026 are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Foreign currency translation adjustment | | Pension and other postretirement benefit plans | | Cash flow hedging transactions | | Total |
| | | (In millions) |
| Balance, December 31, 2025 | | $ | (513.0) | | | $ | (3.4) | | | $ | (0.7) | | | $ | (517.1) | |
| Other comprehensive income | | 54.8 | | | 0.1 | | | — | | | 54.9 | |
| | | | | | | | |
| | | | | | | | |
| Balance, March 31, 2026 | | $ | (458.2) | | | $ | (3.3) | | | $ | (0.7) | | | $ | (462.2) | |
The change in accumulated other comprehensive loss related to noncontrolling interests including redeemable noncontrolling interests was an increase of $6.4 million and $7.9 million for the three months ended March 31, 2026 and 2025, respectively, related to foreign currency translation adjustments.
9. RESTRUCTURING CHARGES
Restructuring costs consist of severance costs, contract termination and associated costs and other exit and disposal costs. Severance costs relate to a reduction in headcount, contract termination costs primarily relate to penalties for early termination of contracts and associated costs of transition and other exit and disposal costs primarily relate to real estate exit costs.
During the twelve months ended December 31, 2025, we recorded $49.9 million of restructuring charges, all of which were recorded in selling, general and administrative expenses within our Consolidated Statements of Income. These charges were recorded to general corporate expense and resulted from our continuing efforts to realign our internal resources to support the Company’s global strategic objectives and primarily relate to reductions in headcount, as well as contract terminations and associated costs, which resulted from our efforts to complete our cloud technology transformation.
The changes during the three months ended March 31, 2026 in the liabilities associated with the restructuring charges recorded during 2025, including expenses incurred and cash payments, are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Liability balance as of 12/31/2025 | | Expenses Incurred | | Cash Payments | | Liability balance as of 3/31/2026 |
Restructuring charges: | | (In millions) |
| Severance costs | | $ | 34.2 | | | $ | — | | | $ | (5.9) | | | $ | 28.3 | |
| Contract terminations and other associated costs | | 0.5 | | | — | | | — | | | 0.5 | |
| | | | | | | | |
| Total | | $ | 34.7 | | | $ | — | | | $ | (5.9) | | | $ | 28.8 | |
10. SEGMENT INFORMATION
Reportable Segments. We manage our business and report our financial results through the following three reportable segments, which are the same as our operating segments:
–Workforce Solutions
–U.S. Information Solutions (“USIS”)
–International
The accounting policies of the reportable segments are the same as those described in our summary of significant accounting policies in Note 1 of the Notes to Consolidated Financial Statements in our 2025 Form 10-K. We evaluate the performance of these reportable segments based on their operating revenue, operating income and operating margins, excluding any unusual or infrequent items, if any. The measurement criteria for segment profit or loss and segment assets are substantially the same for each reportable segment. Inter-segment sales, expenses and transfers are not material for all periods presented.
A summary of segment products and services is as follows:
Workforce Solutions. This segment provides services enabling customers to verify income, employment, educational history, criminal justice data, healthcare professional licensure and sanctions of people in the U.S., as well as providing our employer customers with services that assist them in complying with and automating certain payroll-related and human resource management processes throughout the entire cycle of the employment relationship, including unemployment cost management, employee screening, employee onboarding, tax credits and incentives, I-9 management and compliance, immigration case management, tax form management services and Affordable Care Act management services.
U.S. Information Solutions. This segment includes consumer and commercial information services (such as credit information and credit scoring, credit modeling services and portfolio analytics, locate services, fraud detection and prevention services, identity verification services and other consulting services); mortgage services; financial marketing services; identity management; and credit monitoring products sold to resellers or directly to consumers.
International. We operate in the following regions: Latin America, Europe, Asia Pacific and Canada. The International segment includes information services products, which includes consumer and commercial services (such as credit and financial information, credit scoring and credit modeling services), credit and other marketing products and services. In Asia Pacific, Europe and Latin America, we also provide information, technology and services to support debt collections and recovery management. In Europe and Canada, we also provide credit monitoring products to resellers or directly to consumers.
Segment information for the three months ended March 31, 2026 and 2025 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2026 |
| | Workforce Solutions | | U.S. Information Solutions | | International | | Total |
| | (In millions) |
| Operating Revenue | | $ | 683.1 | | | $ | 605.6 | | | $ | 360.2 | | | $ | 1,648.9 | |
| | | | | | | | |
Less: (1) | | | | | | | | |
| Cost of services | | 249.0 | | | 318.4 | | | 163.9 | | | 731.3 | |
| Selling, general and administrative expenses | | 77.3 | | | 104.0 | | | 110.5 | | | 291.8 | |
| Depreciation and amortization expenses | | 47.4 | | | 60.9 | | | 51.7 | | | 160.0 | |
| Operating Income | | $ | 309.4 | | | $ | 122.3 | | | $ | 34.1 | | | $ | 465.8 | |
| | | | | | | | |
| Reconciliation of segment operating income to consolidated income before income taxes: | | | | | | | | |
| Unallocated amounts: | | | | | | | | |
General corporate expense (2) | | | | | | | | $ | (178.1) | |
Other income, net | | | | | | | | 3.8 | |
Interest expense (3) | | | | | | | | (55.7) | |
| Consolidated income before income taxes | | | | | | | | $ | 235.8 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2025 |
| | Workforce Solutions | | U.S. Information Solutions | | International | | Total |
| | (In millions) |
| Operating Revenue | | $ | 618.6 | | | $ | 499.9 | | | $ | 323.5 | | | $ | 1,442.0 | |
| | | | | | | | |
Less: (1) | | | | | | | | |
| Cost of services | | 233.0 | | | 232.7 | | | 157.5 | | | 623.2 | |
| Selling, general and administrative expenses | | 76.9 | | | 98.2 | | | 96.9 | | | 272.0 | |
| Depreciation and amortization expenses | | 44.6 | | | 63.3 | | | 43.7 | | | 151.6 | |
| Operating Income | | $ | 264.1 | | | $ | 105.7 | | | $ | 25.4 | | | $ | 395.2 | |
| | | | | | | | |
| Reconciliation of segment operating income to consolidated income before income taxes: | | | | | | | | |
| Unallocated amounts: | | | | | | | | |
General corporate expense (2) | | | | | | | | $ | (159.4) | |
Other income, net | | | | | | | | 2.5 | |
Interest expense (3) | | | | | | | | (52.9) | |
| Consolidated income before income taxes | | | | | | | | $ | 185.4 | |
(1)The significant expense categories and amounts align with the segment-level information that is regularly provided to the Chief Operating Decision Maker ("CODM").
(2)General corporate expenses include corporate depreciation and amortization expenses that are not related to a specific business unit and are incurred at the corporate level, as well as unallocated costs incurred at the corporate level and those expenses impacted by the overall management and strategic choices of the company, including shared services overhead, technology, security, data and analytics, administrative, legal, restructuring charges to the extent reported in the period, and the portion of management incentive compensation determined by total company-wide performance.
(3)Interest expense includes interest incurred on our outstanding debt agreements.
| | | | | | | | | | | | | | |
| | March 31, | | December 31, |
| Total assets: | | 2026 | | 2025 |
| | (in millions) |
| Workforce Solutions | | $ | 4,104.5 | | | $ | 4,067.6 | |
| U.S. Information Solutions | | 3,351.6 | | | 3,354.1 | |
| International | | 3,671.6 | | | 3,629.2 | |
| General Corporate | | 814.3 | | | 813.3 | |
| Total assets | | $ | 11,942.0 | | | $ | 11,864.2 | |
| | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, | | |
| Capital expenditures: | | 2026 | | 2025 | | | | |
| | (in millions) |
| Workforce Solutions | | $ | 25.9 | | | $ | 20.3 | | | | | |
| U.S. Information Solutions | | 24.3 | | | 26.4 | | | | | |
| International | | 24.9 | | | 30.4 | | | | | |
| General Corporate | | 41.6 | | | 24.1 | | | | | |
| Total capital expenditures* | | $ | 116.7 | | | $ | 101.2 | | | | | |
| | | | | | | | |
*Amounts above include accruals for capital expenditures.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the results of operations and financial condition of Equifax Inc. MD&A is provided as a supplement to and should be read in conjunction with our consolidated financial statements and the accompanying Notes to Financial Statements in Item 1 of this Form 10-Q. This section discusses the results of our operations for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. All percentages have been calculated using unrounded amounts for each of the periods presented.
As used herein, the terms Equifax, the Company, we, our and us refer to Equifax Inc., a Georgia corporation, and its consolidated subsidiaries as a combined entity, except where it is clear that the terms mean only Equifax Inc.
All references to earnings per share data in MD&A are to diluted earnings per share, or EPS, unless otherwise noted. Diluted EPS is calculated to reflect the potential dilution that would occur if stock options or other contracts to issue common stock were exercised and resulted in additional common shares outstanding.
BUSINESS OVERVIEW
Equifax Inc. is a global data, analytics and technology company. We provide information solutions for businesses, governments and consumers, and we provide human resources business process automation and outsourcing services for employers. We have a large and diversified group of clients, including financial institutions, corporations, government agencies and individuals. Our services are based on comprehensive databases of consumer and business information derived from numerous sources including credit, financial assets, telecommunications and utility payments, employment, income, educational history, criminal justice, healthcare professional licensure and sanctions, demographic and marketing data. We use advanced statistical techniques, artificial intelligence and machine learning, as well as proprietary software tools to analyze available data to create customized insights, decision-making and process automation solutions and processing services for our clients. We are a leading provider of information and solutions used in payroll-related and human resource management business process services in the U.S., as well as e-commerce fraud and charge back protection services in North America. For consumers, we provide products and services to help people understand, manage and protect their personal information and make more informed financial decisions. Additionally, we provide information, technology and services to support debt collections and recovery management. We report our revenue derived from sales to clients in the mortgage market as well as those in non-mortgage market verticals (including, but not limited to, government, talent, employment, fraud and other non-mortgage related services). We refer to these non-mortgage market verticals collectively as "diversified markets."
We currently operate in four global regions: North America (U.S. and Canada), Asia Pacific (Australia, New Zealand and India), Europe (the U.K., Spain and Portugal) and Latin America (Argentina, Brazil, Chile, Costa Rica, Dominican Republic, Ecuador, El Salvador, Honduras, Mexico, Paraguay, Peru and Uruguay). We maintain support operations in Chile, Costa Rica, India and Ireland. We also have investments in consumer and/or commercial credit information companies through joint ventures in Brazil, Cambodia, Malaysia and Singapore.
Recent Events and Company Outlook
As further described in our 2025 Form 10-K, we operate in the U.S., which represented 77% of our revenue in 2025. Additionally, we operate internationally in 20 countries. Our products and services span a wide variety of vertical markets including financial services, mortgage, talent solutions, federal, state and local governments, automotive, telecommunications, e-commerce and many others.
Demand for our services tends to be correlated to general levels of economic activity and to consumer credit and small business commercial credit decisioning and portfolio review, marketing, identity validation and fraud protection activity, employee hiring and onboarding activity, and activity in provisioning support services in the U.S. by government agencies. Demand is also enhanced by our initiatives to expand our products, capabilities and markets served.
We remain in a period of economic uncertainty in the U.S. and our global markets, including uncertainty regarding expectations for inflation and interest rates. The direction of global economies, inflation and interest rates will have an impact on demand for our services.
Our current planning for 2026 assumes that U.S. economic activity, as measured by GDP, will grow at a rate consistent with 2025. We expect U.S. mortgage originations activity in 2026 to be slightly below the levels of activity seen in 2025. The U.S. mortgage market, particularly the mortgage refinance portion of the U.S. mortgage market, can be significantly impacted by U.S. interest rates which impact mortgage rates available to consumers. In the international markets in which we operate, our planning also assumes that economic activity, as measured by GDP, will generally grow in 2026 at rates below those experienced in 2025. As noted above, due to the current significant economic and market volatility and uncertainty, these assumptions may change.
For more information, see “Item 1A. Risk FactorsーNegative changes in general economic conditions, including interest rates, the level of inflation, unemployment rates, income, home prices, investment values and consumer confidence, could adversely affect us,” in our 2025 Form 10-K.
Segment and Geographic Information
Segments. The Workforce Solutions segment consists of the Verification Services and Employer Services business lines. Verification Services revenue is transaction and subscription based and is derived primarily from verifications of employment and income data, as well as criminal justice data and educational background data. Employer Services revenue is derived from our provision of certain human resources business process outsourcing services that include both transaction and subscription based product offerings. These services include unemployment claims management, I-9 and onboarding services, Affordable Care Act ("ACA") compliance management, tax credits and incentives and other complementary employment-based transaction services.
The USIS segment consists of two service lines: Online Information Solutions and Financial Marketing Services. Online Information Solutions revenue is principally transaction-based and is derived from our sales of products such as consumer and commercial credit reporting and scoring, identity management, fraud detection, modeling services and consumer credit monitoring services. USIS also markets certain analytical and decisioning software and services which facilitate and automate a variety of consumer and commercial credit-oriented decisions. Online Information Solutions also includes our U.S. consumer credit monitoring solutions business. Financial Marketing Services revenue is principally project and subscription based and is derived from our sales of batch credit and consumer wealth information such as those that assist clients in acquiring new customers, cross-selling to existing customers and managing portfolio risk.
The International segment consists of Latin America, Europe, Asia Pacific and Canada. Canada’s services are similar to our USIS offerings. Asia Pacific, Europe and Latin America are made up of varying mixes of service lines that are generally consistent with those in our USIS reportable segment. We also provide information and technology services to support lenders and other creditors in the collections and recovery management process.
Geographic Information. We currently have operations in the following countries: Argentina, Australia, Brazil, Canada, Chile, Costa Rica, Dominican Republic, Ecuador, El Salvador, Honduras, India, Ireland, Mexico, New Zealand, Paraguay, Peru, Portugal, Spain, the U.K., Uruguay and the U.S. We also have investments in consumer and/or commercial credit information companies through joint ventures in Brazil, Cambodia, Malaysia and Singapore. Approximately 78% of our revenue was generated in the U.S. during the three months ended March 31, 2026 and 2025.
Seasonality. We experience seasonality in certain of our revenue streams. Revenue generated by the online consumer information services component of our USIS operating segment is typically the lowest during the first quarter, when consumer lending activity is at a seasonal low. Revenue generated from the Employer Services business unit within the Workforce Solutions operating segment is generally higher in the first quarter due primarily to the provision of 1095-C services that occur in the first quarter each year. Revenue generated from our financial wealth asset products and data management services in our Financial Marketing Services business is generally higher in the fourth quarter each year due to the significant portion of our annual renewals and deliveries which occur then. Mortgage related revenue is generally higher in the second and third quarters of the year due to the increase in consumer home purchasing during the summer in the U.S. Any change in the U.S. mortgage market has a corresponding impact on revenue and operating profit for our business within the Workforce Solutions and USIS operating segments.
Key Performance Indicators. Management focuses on a variety of key indicators to monitor operating and financial performance. These performance indicators include measurements of operating revenue, change in operating revenue, operating income, operating margin, net income, diluted earnings per share, cash provided by operating activities and capital expenditures. The key performance indicators for the three months ended March 31, 2026 and 2025 were as follows:
| | | | | | | | | | | | | | |
| | Key Performance Indicators |
| | Three Months Ended March 31, |
| | 2026 | | 2025 |
| | (In millions, except per share data) |
| Operating revenue | | $ | 1,648.9 | | | $ | 1,442.0 | |
| Operating revenue change | | 14 | % | | 4 | % |
| Operating income | | $ | 287.7 | | | $ | 235.8 | |
| Operating margin | | 17.5 | % | | 16.4 | % |
| Net income attributable to Equifax | | $ | 171.5 | | | $ | 133.1 | |
| Diluted earnings per share | | $ | 1.42 | | | $ | 1.06 | |
| Cash provided by operating activities | | $ | 241.9 | | | $ | 223.9 | |
| Capital expenditures* | | $ | (116.7) | | | $ | (101.2) | |
*Amounts include accruals for capital expenditures.
Operational and Financial Highlights
•On April 21, 2025, the Board of Directors terminated the existing share repurchase authorization and approved an authorization to repurchase up to $3 billion of shares of common stock. We repurchased 1.3 million shares of our common stock on the open market for $260.0 million, excluding brokerage commissions and excise taxes of $2.1 million, during the three months ended March 31, 2026. We did not repurchase any shares from public market transactions during the first three months of 2025.
•On February 25, 2026, the Board of Directors approved an increase in our quarterly cash dividend to $0.56 per share beginning in the first quarter of 2026. We paid out $67.1 million, or $0.56 per share, in dividends to our shareholders during the first three months of 2026.
RESULTS OF OPERATIONS—THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Consolidated Financial Results
Operating Revenue | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, | | Change |
| Consolidated Operating Revenue | | 2026 | | 2025 | | $ | | % |
| | | (In millions) |
| Workforce Solutions | | $ | 683.1 | | | $ | 618.6 | | | $ | 64.5 | | | 10 | % |
| U.S. Information Solutions | | 605.6 | | | 499.9 | | | 105.7 | | | 21 | % |
| International | | 360.2 | | | 323.5 | | | 36.7 | | | 11 | % |
| Consolidated operating revenue | | $ | 1,648.9 | | | $ | 1,442.0 | | | $ | 206.9 | | | 14 | % |
Revenue increased by $206.9 million, or 14%, for the first quarter of 2026 compared to the same period in 2025. Total revenue was positively impacted by foreign exchange rates, which increased revenue by $22.3 million, or 1%, for the first quarter of 2026 compared to the same period in 2025.
Revenue in the first quarter of 2026 increased due to revenue growth in USIS, Workforce Solutions and International. USIS revenue growth is primarily due to growth in mortgage and diversified markets revenue in Online Information Solutions. Workforce Solutions revenue growth is primarily due to growth in Verification Services, partially offset by declines in Employer Services. International revenue growth is driven by growth in all four regions in which we operate.
Operating Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, | | Change |
| Consolidated Operating Expenses | | 2026 | | 2025 | | $ | | % |
| | | (In millions) |
| Consolidated cost of services | | $ | 767.1 | | | $ | 656.7 | | | $ | 110.4 | | | 17 | % |
| Consolidated selling, general and administrative expenses | | 411.0 | | | 374.9 | | | 36.1 | | | 10 | % |
| Consolidated depreciation and amortization expense | | 183.1 | | | 174.6 | | | 8.5 | | | 5 | % |
| Consolidated operating expenses | | $ | 1,361.2 | | | $ | 1,206.2 | | | $ | 155.0 | | | 13 | % |
Cost of services increased $110.4 million in the first quarter of 2026 compared to the same period in 2025. The increase is primarily due to higher royalty costs in USIS. The impact of changes in foreign exchange rates on costs of services led to an increase of $11.6 million in the first quarter of 2026 compared to the same period in 2025.
Selling, general and administrative expenses increased $36.1 million for the first quarter of 2026 compared to the same period in 2025, primarily due to increases in people costs and discretionary expenses. The impact of changes in foreign currency exchange rates led to an increase in selling, general and administrative expenses of $6.0 million for the first quarter of 2026 compared to the same period in 2025.
Depreciation and amortization expense increased $8.5 million for the first quarter of 2026 compared to the same period in 2025. The increase is primarily due to increased amortization of capitalized internal-use software costs resulting from technology transformation capital spending incurred previously. The impact of changes in foreign currency exchange rates led to an increase in depreciation and amortization expense of $4.2 million for the first quarter of 2026 compared to the same period in 2025.
Operating Income and Operating Margin | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, | | Change |
| Consolidated Operating Income | | 2026 | | 2025 | | $ | | % |
| | | (In millions) | | |
| Consolidated operating revenue | | $ | 1,648.9 | | $ | 1,442.0 | | $ | 206.9 | | | 14 | % |
| Consolidated operating expenses | | 1,361.2 | | 1,206.2 | | 155.0 | | | 13 | % |
| Consolidated operating income | | $ | 287.7 | | $ | 235.8 | | $ | 51.9 | | | 22 | % |
| Consolidated operating margin | | 17.5 | % | | 16.4 | % | | | | 1.1 | pts |
Total company operating margin increased by 1.1 percentage point in the first quarter of 2026 compared to the same period in 2025 due to the aforementioned increase in revenue, partially offset by an increase in royalty costs.
Interest Expense and Other Income, net | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | Change |
| Consolidated Interest Expense and Other Income, net | | 2026 | | 2025 | | $ | | % |
| | | (In millions) | | |
| Consolidated interest expense | | $ | (55.7) | | | $ | (52.9) | | | $ | (2.8) | | | 5 | % |
Consolidated other income, net | | 3.8 | | | 2.5 | | | 1.3 | | | 52 | % |
| Average cost of debt | | 4.3 | % | | 4.3 | % | | | | |
| Total consolidated debt, net, at quarter end | | $ | 5,308.1 | | $ | 4,964.1 | | $ | 344.0 | | | 7 | % |
Interest expense increased by $2.8 million in the first quarter of 2026 compared to the same period in 2025. The increase for the first quarter of 2026 is due to higher weighted average debt balances when compared to the first quarter of 2025.
Other income, net, increased $1.3 million in the first quarter of 2026 compared to the same period in 2025. The increase for the first quarter of 2026 is primarily due to higher gains on foreign currency transactions and higher equity investment income as compared to the first quarter of 2025.
Income Taxes | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, | | Change |
| Consolidated Provision for Income Taxes | | 2026 | | 2025 | | $ | | % |
| | | (In millions) | | |
| Consolidated provision for income taxes | | $ | (62.5) | | | $ | (51.6) | | | $ | (10.9) | | | 21 | % |
| Effective income tax rate | | 26.5 | % | | 27.8 | % | | | | |
Our effective income tax rate was 26.5% for the three months ended March 31, 2026 compared to 27.8% for the three months ended March 31, 2025. Our effective tax rate was lower for the three months ended March 31, 2026 as compared to the same period in 2025 due to more favorable discrete tax benefits, none of which were individually material.
Net Income | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, | | Change |
| Consolidated Net Income | | 2026 | | 2025 | | $ | | % |
| | | (In millions, except per share amounts) | | |
| Consolidated operating income | | $ | 287.7 | | | $ | 235.8 | | | $ | 51.9 | | | 22 | % |
| Consolidated interest expense and other income, net | | (51.9) | | | (50.4) | | | (1.5) | | | 3 | % |
| Consolidated provision for income taxes | | (62.5) | | | (51.6) | | | (10.9) | | | 21 | % |
| Consolidated net income | | 173.3 | | | 133.8 | | | 39.5 | | | 30 | % |
| | | | | | | | |
| Net income attributable to noncontrolling interests including redeemable noncontrolling interests | | (1.8) | | | (0.7) | | | (1.1) | | | 157 | % |
| Net income attributable to Equifax | | $ | 171.5 | | | $ | 133.1 | | | $ | 38.4 | | | 29 | % |
| Diluted earnings per common share: | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Net income attributable to Equifax | | $ | 1.42 | | | $ | 1.06 | | | $ | 0.36 | | | 34 | % |
| Weighted-average shares used in computing diluted earnings per share | | 120.8 | | | 125.1 | | | | | |
Consolidated net income increased by $39.5 million for the first quarter of 2026 compared to the same period in 2025. The increase for the first quarter of 2026 is primarily due to increased operating income, partially offset by higher income tax expense.
Segment Financial Results
Workforce Solutions | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | Change |
| Workforce Solutions | | 2026 | | 2025 | | $ | | % |
| | | (In millions) | | |
| Operating revenue: | | | | | | | | |
| Verification Services | | $ | 571.4 | | $ | 502.2 | | $ | 69.2 | | | 14 | % |
| Employer Services | | 111.7 | | 116.4 | | (4.7) | | | (4) | % |
| Total operating revenue | | $ | 683.1 | | $ | 618.6 | | $ | 64.5 | | | 10 | % |
| % of consolidated revenue | | 41 | % | | 43 | % | | | | |
| Total operating income | | $ | 309.4 | | $ | 264.1 | | $ | 45.3 | | | 17 | % |
| Operating margin | | 45.3 | % | | 42.7 | % | | | | 2.6 | pts |
Workforce Solutions revenue increased by 10% in the first quarter of 2026 compared to the same period in 2025. The increase is due to an increase in both diversified markets and mortgage verticals within Verification Services, partially offset by declines in Employer Services.
Verification Services. Revenue increased by 14% for the first quarter of 2026 compared to the same period in 2025. The increase in revenue is primarily due to growth in the government, mortgage and talent solutions verticals.
Employer Services. Revenue decreased by 4% in the first quarter of 2026 compared to the same period in 2025. The decrease for the first quarter of 2026 is primarily due to lower revenue from our ACA related services, partially offset by higher I-9 and onboarding services.
Workforce Solutions Operating Margin. Operating margin increased to 45.3% for the first quarter of 2026 from 42.7% for the first quarter of 2025. The increased margin is due to the aforementioned increase in revenue.
USIS | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, | | Change |
| U.S. Information Solutions | | 2026 | | 2025 | | $ | | % |
| | | (In millions) | | |
| Operating revenue: | | | | | | | | |
| Online Information Solutions | | $ | 553.7 | | $ | 448.1 | | $ | 105.6 | | | 24 | % |
| | | | | | | | |
| Financial Marketing Services | | 51.9 | | 51.8 | | 0.1 | | | — | % |
| Total operating revenue | | $ | 605.6 | | $ | 499.9 | | $ | 105.7 | | | 21 | % |
| % of consolidated revenue | | 37 | % | | 35 | % | | | | |
| Total operating income | | $ | 122.3 | | $ | 105.7 | | $ | 16.6 | | | 16 | % |
| Operating margin | | 20.2 | % | | 21.1 | % | | | | (0.9) | pts |
U.S. Information Solutions revenue increased by 21% for the first quarter of 2026 compared to the same period in 2025. The increase is due to growth in Online Information Solutions which is due to growth in mortgage revenue primarily due to product pricing and higher volumes, as well as growth in diversified markets revenue.
Online Information Solutions. Revenue increased by 24% for the first quarter of 2026 compared to the same period in 2025. The increase is driven by growth in mortgage related services, primarily due to product pricing and higher volumes, as well as growth in consumer solutions revenue and diversified markets online services.
Financial Marketing Services. Revenue was flat for the first quarter of 2026 compared to the same period in 2025.
USIS Operating Margin. USIS operating margin decreased to 20.2% for the first quarter of 2026 from 21.1% for the first quarter of 2025. The margin decrease is primarily due to an increase in mortgage related royalty costs, partially offset by the aforementioned increase in revenue.
International | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, | | Change |
| International | | 2026 | | 2025 | | $ | | % |
| | | (In millions) | | |
| Operating revenue: | | | | | | | | |
| Latin America | | $ | 102.7 | | $ | 94.2 | | $ | 8.5 | | | 9 | % |
| Europe | | 94.0 | | 86.6 | | 7.4 | | | 9 | % |
| Asia Pacific | | 92.6 | | 79.7 | | 12.9 | | | 16 | % |
| Canada | | 70.9 | | 63.0 | | 7.9 | | | 12 | % |
| Total operating revenue | | $ | 360.2 | | $ | 323.5 | | $ | 36.7 | | | 11 | % |
| % of consolidated revenue | | 22 | % | | 22 | % | | | | |
| Total operating income | | $ | 34.1 | | $ | 25.4 | | $ | 8.7 | | | 34 | % |
| Operating margin | | 9.5 | % | | 7.8 | % | | | | 1.7 | pts |
International revenue increased by 11% in the first quarter of 2026 compared to the same period in 2025. On a local currency basis, revenue increased by 4% in the first quarter of 2026, driven by local currency growth in Asia Pacific, Canada, Latin America and Europe. Local currency fluctuations against the U.S. dollar positively impacted revenue by $22.3 million, or 7%, for the first quarter of 2026.
Latin America. On a local currency basis, revenue increased by 4% for the first quarter of 2026 compared to the same period in 2025. The increase in revenue is primarily due to local currency growth in Paraguay, Chile and Argentina. Local currency fluctuations against the U.S. dollar positively impacted revenue by $4.8 million, or 5%, for the first quarter of 2026. Reported revenue increased by 9% for the first quarter of 2026 compared to the same period in 2025.
Europe. On a local currency basis, revenue increased by 1% for the first quarter of 2026 compared to the same period in 2025. The increase is primarily due to growth in the consumer credit reporting businesses in the U.K. and Spain, partially offset by declines in the debt services and direct to consumer businesses in the U.K. Local currency fluctuations against the U.S. dollar positively impacted revenue by $6.6 million, or 8%, for the first quarter of 2026. Reported revenue increased 9% for the first quarter of 2026 compared to the same period in 2025.
Asia Pacific. On a local currency basis, revenue increased by 6% for the first quarter of 2026 compared to the same period in 2025. The increase is primarily driven by growth in the commercial and identity and fraud businesses in Australia. Local currency fluctuations against the U.S. dollar positively impacted revenue by $7.9 million, or 10%, for the first quarter of 2026. Reported revenue increased by 16% for the first quarter of 2026 compared to the same period in 2025.
Canada. On a local currency basis, revenue increased by 8% for the first quarter of 2026 compared to the same period in 2025. The increase is primarily driven by growth in the direct to consumer and consumer credit reporting businesses. Local currency fluctuations against the U.S. dollar positively impacted revenue by $3.0 million, or 4%, for the first quarter of 2026. Reported revenue increased by 12% for the first quarter of 2026 compared to the same period in 2025.
International Operating Margin. Operating margin increased to 9.5% for the first quarter of 2026 from 7.8% for the first quarter of 2025. The increase in margin for the first quarter of 2026 is primarily due to the aforementioned increase in revenue.
General Corporate Expense | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, | | Change |
| General Corporate Expense | | 2026 | | 2025 | | $ | | % |
| | | (In millions) | | |
| General corporate expense | | $ | 178.1 | | | $ | 159.4 | | | $ | 18.7 | | | 12 | % |
Our general corporate expenses are unallocated costs that are incurred at the corporate level and include those expenses impacted by the overall management and strategic choices of the company, including shared services overhead, technology, security, data and analytics, administrative, legal, restructuring, and the portion of management incentive compensation determined by total company-wide performance.
General corporate expense increased by $18.7 million for the first quarter of 2026 compared to the same period in 2025. The increase is primarily due to higher people costs, which was primarily due to higher incentive plan costs, and higher professional fees.
LIQUIDITY AND FINANCIAL CONDITION
Management assesses liquidity in terms of our ability to generate cash to fund operating, investing and financing activities. We continue to generate substantial cash from operating activities, remain in a strong financial position and manage our capital structure to meet short- and long-term objectives including reinvestment in existing businesses and completing strategic acquisitions.
Funds generated by operating activities, our $1.5 billion five year unsecured revolving credit facility ("Revolver") and related commercial paper ("CP") program, more fully described below, are our most significant sources of liquidity. At March 31, 2026, we had $183.4 million in cash and cash equivalents, as well as $0.5 billion available to borrow under our Revolver.
Sources and Uses of Cash
We believe that our existing cash balance, liquidity available from our CP and Revolver, cash generated from ongoing operations and continued access to public or private debt markets will be sufficient to satisfy cash requirements over the next 12 months and beyond. While there was no significant change in our cash requirements as of March 31, 2026 compared to December 31, 2025, we have utilized existing CP capacity, together with cash from operating activities, to meet our current obligations.
Fund Transfer Limitations. The ability of certain of our subsidiaries and associated companies to transfer funds to the U.S. may be limited, in some cases, by certain restrictions imposed by foreign governments. These restrictions do not, individually or in the aggregate, materially limit our ability to service our indebtedness, meet our current obligations or pay dividends. As of March 31, 2026, we held $158.1 million of cash in our foreign subsidiaries.
Information about our cash flows, by category, is presented in the Consolidated Statements of Cash Flows. The following table summarizes our cash flows for the three months ended March 31, 2026 and 2025:
| | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, | | Change |
| Net cash provided by (used in): | | 2026 | | 2025 | | 2026 vs. 2025 |
| | | (In millions) |
| Operating activities | | $ | 241.9 | | | $ | 223.9 | | | $ | 18.0 | |
| Investing activities | | $ | (120.4) | | | $ | (107.2) | | | $ | (13.2) | |
| Financing activities | | $ | (117.7) | | | $ | (95.8) | | | $ | (21.9) | |
Operating Activities
Cash provided by operating activities in the three months ended March 31, 2026 increased by $18.0 million compared to the prior year period primarily due to increased net income, partially offset by changes in our working capital position.
Investing Activities
Capital Expenditures
| | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, | | Change |
| Net cash used in: | | 2026 | | 2025 | | 2026 vs. 2025 |
| | | (In millions) |
| Capital expenditures* | | $ | (120.4) | | | $ | (107.2) | | | $ | (13.2) | |
*Amounts above are total cash outflows for capital expenditures.
Our capital expenditures are used for developing, enhancing and deploying new and existing software in support of our expanding product set, replacing or adding equipment, updating systems for regulatory compliance, the licensing of certain software applications, investing in system reliability, security and disaster recovery enhancements, and updating or expanding our office facilities.
Capital expenditures paid in the first three months of 2026 increased by $13.2 million from the same period in 2025 primarily due to higher capitalized software costs and spending on technology infrastructure as compared to the first quarter of 2025.
Financing Activities
Borrowings and Credit Facility Availability
| | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, | | Change |
Net cash used in: | | 2026 | | 2025 | | 2026 vs. 2025 |
| | | (In millions) |
| Net short-term borrowings (payments) | | $ | 214.9 | | | $ | (48.1) | | | $ | 263.0 | |
| Payments on long-term debt | | $ | (1.4) | | | $ | — | | | $ | (1.4) | |
| | | | | | |
| | | | | | |
Credit Facility Availability
We have access to a $1.5 billion five year unsecured revolving credit facility (the Revolver), which matures in August 2028. Borrowings under the Revolver may be used for working capital, for capital expenditures, to refinance existing debt, to finance acquisitions and for other general corporate purposes. The Revolver includes an option to request a maximum of three one-year extensions of the maturity date any time after the first anniversary of the closing date of the Revolver. In May 2025, we exercised our second option to extend the maturity date by one year, from August 2027 to August 2028, and thus have one extension option remaining. Availability of the Revolver is reduced by the outstanding principal balance of our CP notes and by any letters of credit issued under the Revolver.
Our $1.5 billion CP program has been established to allow for borrowing through the private placement of CP notes with maturities ranging from overnight to 397 days. We may use the proceeds of CP notes for general corporate purposes. The CP program is supported by our Revolver and the total amount of CP notes that may be issued is reduced by the amount of any outstanding borrowings under our Revolver and by any letters of credit issued under the facility.
As of March 31, 2026, there were $1.3 million of letters of credit outstanding, no outstanding borrowings under the Revolver and $958.5 million of outstanding CP notes. Availability under the Revolver was $0.5 billion at March 31, 2026.
At March 31, 2026, approximately 82% of our debt was fixed-rate debt and 18% was variable-rate debt. Our variable-rate debt consists of outstanding amounts under our CP program. The interest rates reset periodically, depending on the terms of the respective financing agreements. At March 31, 2026, the interest rate on our variable-rate debt ranged from 3.87% to 4.18%.
Borrowing and Repayment Activity
We primarily borrow under our CP program and Revolver as needed and as availability allows.
Net short-term payments primarily represent net borrowings or repayments of outstanding amounts under our CP program.
There were no borrowings on long-term debt for the first three months of 2026 or 2025. There were $1.4 million of payments on long-term debt for the first three months of 2026 and there were no payments on long-term debt for the first three months of 2025.
Debt Covenants. A downgrade in our credit ratings would increase the cost of borrowings under our CP program and our Revolver, and could limit or, in the case of a significant downgrade, preclude our ability to issue CP. Our outstanding indentures and comparable instruments also contain customary covenants including, for example, limits on mortgages, liens, sale/leaseback transactions, mergers and sales of assets.
The Revolver requires a maximum leverage ratio, defined as consolidated funded debt divided by consolidated EBITDA, of 3.75 to 1.0. We may also elect to increase the maximum leverage ratio by 0.5 to 1.0 (subject to a maximum leverage ratio of 4.25 to 1.0) in connection with certain material acquisitions if we satisfy certain requirements. The Revolver also permits cash in excess of $175 million to be netted against debt in the calculation of the leverage ratio, subject to certain restrictions.
As of March 31, 2026, we were in compliance with all of our debt covenants.
We do not have any credit rating triggers that would accelerate the maturity of a material amount of the outstanding debt; however, our 3.25% senior notes due 2026, 5.1% senior notes due 2027, 5.1% senior notes due 2028, 4.8% senior notes due 2029, 3.1% senior notes due 2030, 2.35% senior notes due 2031 and 7.0% senior notes due 2037 (collectively, the “Senior Notes”) contain change in control provisions. If the Company experiences a change of control or publicly announces an intention to effect a change of control and the rating on the Senior Notes is lowered by Standard & Poor’s (“S&P”) and Moody’s Investors Service (“Moody’s”) below an investment grade rating within 60 days of such change of control or notice thereof, then the Company will be required to offer to repurchase the Senior Notes at a price equal to 101% of the aggregate principal amount of the Senior Notes plus accrued and unpaid interest.
For additional information about our debt, including the terms of our financing arrangements, basis for variable interest rates and debt covenants, see Note 5 of the Notes to Consolidated Financial Statements in our 2025 Form 10-K.
Equity Transactions | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, | | Change |
Net cash (used in) provided by: | | 2026 | | 2025 | | 2026 vs. 2025 |
| | | (In millions) |
| Treasury stock repurchases | | $ | (260.0) | | | $ | — | | | $ | (260.0) | |
| Dividends paid to Equifax shareholders | | $ | (67.1) | | | $ | (48.5) | | | $ | (18.6) | |
| | | | | | |
| Proceeds from exercise of stock options and employee stock purchase plan | | $ | 10.4 | | | $ | 12.3 | | | $ | (1.9) | |
| Payment of taxes related to settlement of equity awards | | $ | (14.5) | | | $ | (11.5) | | | $ | (3.0) | |
| | | | | | |
| | | | | | |
Sources and uses of cash related to equity during the three months ended March 31, 2026 and 2025 were as follows:
- On April 21, 2025, the Board of Directors terminated the existing share repurchase authorization and approved an authorization to repurchase up to $3 billion of shares of common stock. During the first three months of 2026, we repurchased 1,344,615 shares of our common stock on the open market. As of March 31, 2026, approximately $1.8 billion was available for future purchases of common stock under our share repurchase authorization. During the first three months of 2025, we did not repurchase any shares of our common stock on the open market.
- On February 25, 2026, the Board of Directors approved an increase in our quarterly cash dividend to $0.56 per share beginning in the first quarter of 2026. We paid cash dividends to Equifax shareholders of $67.1 million, or $0.56 per share, during the three months ended March 31, 2026. We paid cash dividends to Equifax shareholders of $48.5 million, or $0.39 per share, during the three months ended March 31, 2025.
- We received cash of $10.4 million and $12.3 million during the first three months of 2026 and 2025, respectively, from the exercise of stock options and the employee stock purchase plan.
- We paid taxes of $14.5 million and $11.5 million related to the settlement of equity awards during the first three months of 2026 and 2025, respectively.
Contractual Obligations, Commercial Commitments and Other Contingencies
Our contractual obligations and commercial commitments have not changed materially from those reported in our 2025 Form 10-K. For additional information about certain obligations and contingencies, see Note 6 of the Notes to Consolidated Financial Statements in this Form 10-Q.
Off-Balance Sheet Arrangements
There have been no material changes with respect to our off-balance sheet arrangements from those presented in our 2025 Form 10-K.
Benefit Plans
At December 31, 2025, our U.S. Retirement Income Plan met or exceeded ERISA’s minimum funding requirements. In the future, we expect to make minimum funding contributions as required and may make discretionary contributions, depending on certain circumstances, including market conditions and our liquidity needs. We believe additional funding contributions, if any, would not prevent us from continuing to meet our liquidity needs, which are primarily funded from cash flows generated by operating activities, available cash and cash equivalents, our CP program and our Revolver.
For our non-U.S. tax-qualified retirement plans, we fund an amount sufficient to meet minimum funding requirements but no more than allowed as a tax deduction pursuant to applicable tax regulations. For our non-qualified supplementary retirement plans, we fund the benefits as they are paid to retired participants, but accrue the associated expense and liabilities in accordance with U.S. GAAP.
For additional information about our benefit plans, see Note 9 of the Notes to Consolidated Financial Statements in our 2025 Form 10-K.
Foreign Currency
Argentina experienced multiple periods of increasing inflation rates, devaluation of the peso, and increasing borrowing rates. As such, Argentina was deemed a highly inflationary economy by accounting policymakers. Beginning in the third quarter of 2018, we have accounted for Argentina as a highly inflationary economy which resulted in the recognition of a foreign currency gain of $0.2 million and a foreign currency loss of $0.5 million that were recorded in Other income, net in our Consolidated Statements of Income during the three months ended March 31, 2026 and March 31, 2025, respectively.
RECENT ACCOUNTING PRONOUNCEMENTS
For information about new accounting pronouncements and the potential impact on our Consolidated Financial Statements, see Note 1 of the Notes to Consolidated Financial Statements in this Form 10-Q and Note 1 of the Notes to Consolidated Financial Statements in our 2025 Form 10-K.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
The Company’s Consolidated Financial Statements are prepared in conformity with U.S. GAAP. This requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in our Consolidated Financial Statements and the Notes to Consolidated Financial Statements. We believe the most complex and sensitive judgments, because of their significance to the Consolidated Financial Statements, result primarily from the need to make estimates and assumptions about the effects of matters that are inherently uncertain. The “Application of Critical Accounting Policies and Estimates” section in the MD&A, and Note 1 of the Notes to Consolidated Financial Statements, in our 2025 Form 10-K describe the significant accounting estimates and policies used in the preparation of our Consolidated Financial Statements. Although we believe that our estimates, assumptions and judgments are reasonable, they are based upon information available at the time. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For information regarding our exposure to certain market risks, see “Quantitative and Qualitative Disclosures about Market Risk,” in Part II, Item 7A of our 2025 Form 10-K. There were no material changes to our market risk exposure during the three months ended March 31, 2026.
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, an evaluation was carried out by the Company’s management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report. In addition, no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
FCRA Litigation
On August 3, 2022, a lawsuit was filed against us in the U.S. District Court for the Northern District of Georgia alleging violations of certain sections of the FCRA in connection with a previously-disclosed coding issue which impacted how some credit scores were calculated during a three-week period. The complaint seeks certification of a class of consumers whose scores were impacted and unspecified monetary damages, costs and attorneys’ fees. We dispute the allegations in the complaint and intend to defend against the claims.
Antitrust Litigation
On May 28, 2024, a lawsuit alleging violations of certain antitrust laws in connection with our Workforce Solutions business unit was filed against us in the Eastern District of Pennsylvania. The complaint seeks certification of a class of all persons who purchased electronic verification of income and employment services from May 28, 2020 to present and unspecified monetary damages, costs and attorneys’ fees. We dispute the allegations in the complaint and intend to defend against the claims.
CFPB Matters
In July 2023, we received a Civil Investigative Demand (a “CID”) from the Consumer Financial Protection Bureau (the “CFPB”) as part of its investigation into data accuracy and dispute handling at our Workforce Solutions business unit in order to determine whether we have followed the Fair Credit Reporting Act's requirements. We received a second CID from the CFPB in March 2024 and a third CID in August 2024 as part of the same investigation. The CIDs request the production of documents and answers to written questions. We are cooperating with the CFPB in its investigation and providing responses and information on an ongoing basis. At this time, we are unable to predict the outcome of the CFPB's investigation, including whether the investigation will result in any actions or proceedings against us.
Other
Equifax has been named as a defendant in various other legal actions, including administrative claims, regulatory matters, government investigations, class actions and other litigation arising in connection with our business. Some of the legal actions include claims for substantial compensatory or punitive damages or claims for indeterminate amounts of damages. We believe we have defenses to and, where appropriate, will contest many of these matters. Given the number of these matters, some are likely to result in adverse judgments, penalties, injunctions, fines or other relief. We may explore potential settlements before a case is taken through trial because of the uncertainty and risks inherent in the litigation process.
For information regarding our accounting for legal contingencies, see Note 6 of the Notes to Consolidated Financial Statements in this Form 10-Q.
ITEM 1A. RISK FACTORS
There have been no material changes with respect to the risk factors disclosed in our 2025 Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table contains information with respect to purchases made by or on behalf of Equifax or any “affiliated purchaser” (as defined in Rule 10b-18(a) (3) under the Securities Exchange Act of 1934), of our common stock during the quarter ended March 31, 2026: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total Number of Shares | | Average Price Paid | | Total Number of Shares Purchased as Part of Publicly-Announced | | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or |
| Period | | Purchased (1) | | Per Share (2) | | Plans or Programs | | Programs (3) |
| January 1 - January 31, 2026 | | 144,826 | | | $ | 213.65 | | | 144,311 | | | $ | 2,041,770,525 | |
| February 1 - February 28, 2026 | | 608,045 | | | $ | 194.70 | | | 536,356 | | | $ | 1,937,342,012 | |
| March 1 - March 31, 2026 | | 663,957 | | | $ | 187.87 | | | 663,948 | | | $ | 1,812,606,101 | |
| Total | | 1,416,828 | | | | | 1,344,615 | | | $ | 1,812,606,101 | |
(1)On April 21, 2025, the Board of Directors terminated the existing share repurchase authorization and approved an authorization to repurchase up to $3 billion of shares of common stock (the "Repurchase Program"). The total number of shares purchased includes, if applicable: (a) shares purchased pursuant to our publicly-announced share repurchase program. The total number of shares purchased for the quarter includes, if applicable: (a) shares purchased pursuant to our publicly-announced share repurchase program (144,311 shares for the month of January 2026, 536,356 shares for the month of February 2026, and 663,948 shares for the month of March 2026); and (b) shares surrendered, or deemed surrendered, in satisfaction of the exercise price and/or to satisfy tax withholding obligations in connection with the exercise of employee stock options and vesting of restricted stock (515 shares for the month of January 2026, 71,689 shares for the month of February 2026, and 9 shares for the month of March 2026).
(2)Average price paid per share for shares purchased as part of the Repurchase Program (excludes brokerage commissions and excise taxes).
(3)We purchased $260.0 million of shares of common stock during the three months ended March 31, 2026. At March 31, 2026, approximately $1.8 billion was available for future purchases of common stock under the Repurchase Program. The program does not have a stated expiration date.
Dividend and Share Repurchase Restrictions
Our Revolver restricts our ability to pay cash dividends on our capital stock or repurchase capital stock if a default or event of default exists or would result if these payments were to occur, according to the terms of the applicable credit agreements.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans of Directors and Executive Officers
During the quarter ended March 31, 2026, none of our directors or executive officers adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
ITEM 6. EXHIBITS
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Exhibit No. | | Description | |
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10.1* | | | |
10.2* | | | |
10.3* | | | |
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10.4* | | | |
| 31.1 | | | | |
| 31.2 | | | | |
| 32.1 | | | | |
| 32.2 | | | | |
| 101.INS | | XBRL Instance Document | |
| 101.SCH | | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB | | XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |
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* Filed herewith
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.
| | | | | | | | | | | |
| | Equifax Inc. |
| | (Registrant) |
| | |
| Date: | April 21, 2026 | By: | /s/ Mark W. Begor |
| | | Mark W. Begor |
| | | Chief Executive Officer |
| | | (Principal Executive Officer) |
| | | |
| Date: | April 21, 2026 | | /s/ John W. Gamble, Jr. |
| | | John W. Gamble, Jr. |
| | | Executive Vice President, Chief Financial Officer |
| | | and Chief Operations Officer |
| | | (Principal Financial Officer) |
| | | |
| Date: | April 21, 2026 | | /s/ James M. Griggs |
| | | James M. Griggs |
| | | Chief Accounting Officer and Corporate Controller |
| | | (Principal Accounting Officer) |
EQUIFAX INC. 2023 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
MARK W. BEGOR
Number of Shares Subject to Award: [ ]
Date of Grant: [ ]
Pursuant to the Equifax Inc. 2023 Omnibus Incentive Plan, effective May 4, 2023 (the “Plan”), Equifax Inc., a Georgia corporation (the “Company”), has granted the above-named participant (“Participant”) Restricted Stock Units (the “Award”) entitling Participant to receive such number of shares of Company common stock (the “Shares”) as is set forth above on the terms and conditions set forth in this agreement (this “Agreement”) and the Plan. Capitalized terms used in this Agreement and not defined herein shall have the meanings set forth in the Plan.
1. Grant Date. The Award is granted to Participant on the Date of Grant (the “Grant Date”) set forth above.
2. Vesting. Except as provided in Sections 3 or 4 below, the Restricted Stock Units (and any related Dividend Equivalent Units) shall vest with respect to all of the number of Shares subject to the Award on the third anniversary of the Grant Date (the “Vesting Date”). After the Vesting Date, the Shares will be settled and transferred in accordance with Section 7. Prior to the Vesting Date, the Restricted Stock Units subject to the Award (and any related Dividend Equivalent Units) shall be nontransferable and, except as provided in Sections 3 and 4 below, shall be forfeited immediately following Participant’s termination of employment with the Company. Prior to the Vesting Date, the Award shall not be earned by Participant’s performance of services and there shall be no such vesting of the Award. Prior to the Vesting Date, the Committee which administers the Plan reserves the right, in its sole discretion, to waive or reduce the vesting requirements, with respect to all or any portion of the Award. Participant acknowledges that the opportunity to receive the Shares represents valuable consideration, regardless of whether the Shares vest.
3. Termination of Employment Events. Except as provided in Section 4 below, Participant’s unvested Shares subject to the Award shall become vested and nonforfeitable to the extent provided below in the event of Participant’s termination of employment with the Company prior to the Vesting Date. For purposes of this Agreement, employment with any Subsidiary of the Company shall be considered employment with the Company and a termination of employment shall mean a termination of employment with the Company and each Subsidiary by which Participant is employed.
(a) Death. If Participant’s termination of employment results from Participant’s death prior to the Vesting Date, then all unvested Shares subject to the Award shall immediately become vested and nonforfeitable and subject to settlement and transfer under Section 7 as of the date of Participant’s death.
(b) Disability. If Participant’s employment ends as a result of Disability (as such term is defined in the Employment Agreement) prior to the Vesting Date, then all unvested Shares subject to the Award shall immediately become vested and nonforfeitable and subject to settlement and transfer in accordance with Section 7 after the date of Participant’s termination of employment.
(c) Retirement. Except in the event of a termination for Cause (as defined below) and subject to the requirements of Section 10(b) of the Employment Agreement (including those relating to release of claims and material compliance with restrictive covenants), if Participant’s termination of employment results from Participant’s Retirement (as defined below) from the Company, all unvested Shares subject to the Award will continue to vest in accordance with the original vesting schedule in Section 2 as if Participant had continued to remain employed through the Vesting Date. On the Vesting Date, the Shares will become vested and nonforfeitable and subject to settlement and transfer in accordance with Section 7.
(d) Termination without Cause or Resignation for Good Reason during a Change in Control Period. Subject to the requirements of Section 10(d) of the Employment Agreement (relating to release of claims and material compliance with restrictive covenants), if, during the portion of a Change in Control Period that ends upon consummation of a Change in Control, Participant’s termination of employment results from a termination by the Company without Cause or Participant’s resignation for Good Reason (in each case as determined under the Employment Agreement), all unvested Shares subject to the Award shall, upon the consummation of the Change in Control, immediately become vested and nonforfeitable and subject to settlement and transfer in accordance with Section 7. To the extent of any conflict with the application of Section 4 below, Section 4 will govern.
4. Change in Control.
(a) Double Trigger Change in Control. Subject to Section 4(b) below, if, subsequent to receiving a Replacement Award, Participant’s employment with the Company (or its successor in the Change in Control) is terminated on the consummation of the Change in Control or within the portion of the Change in Control Period beginning on the consummation of a Change in Control either by Participant for Good Reason or by the Company, or successor (as applicable) other than for Cause, then all unvested Shares subject to the Replacement Award shall immediately become vested and nonforfeitable and subject to settlement and transfer under Section 7 as of the date of Participant’s termination of employment.
(b) Single Trigger Change in Control. Notwithstanding Section 4(a) above, if, upon a Change in Control, Participant does not receive a Replacement Award, then all unvested Shares subject to the Award shall immediately become vested and nonforfeitable and subject to settlement and transfer under Section 7 as of the date on which the Change in Control occurs; provided, however, if the Change in Control does not constitute a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as provided under Code Section 409A and the Treasury Regulations and other guidance promulgated or issued thereunder (“Section 409A”, and any such transaction, a “Section 409A Change in Control”), and if the Award constitutes deferred compensation under Section 409A, then the right to the Shares subject to the Award shall vest and be nonforfeitable as of the date of the Change in Control but the settlement and transfer of the Shares under Section 7 shall not occur until the Vesting Date or other payment date under Section 7.
(c) Definition of “Cause”. For purposes of this Award, “Cause” shall have the meaning ascribed to such term in Section 8(c) of the Employment Agreement (including the provisions described therein relating to the Review Period).
(d) Definition of “Change in Control”. For purposes of this Award, “Change in Control” shall mean a “Change of Control” as defined in the Plan.
(e) Definition of “Change in Control Period”. For purposes of this Award, “Change in Control Period” shall mean the period beginning after the signing of a definitive agreement to effectuate a Change in Control (but not more than six months prior to the consummation of a Change in Control) and ending on the second anniversary of such consummation.
(f) Definition of “Employment Agreement”. For purposes of this Award, “Employment Agreement” shall mean the employment agreement between Participant and the Company dated as of March 27, 2018 and amended by the Letter Agreements, as amended from time to time.
(g) Definition of “Good Reason”. For purposes of this Award, “Good Reason” shall have the meaning ascribed to such term in Section 8(d) of the Employment Agreement.
(h) Definition of “Letter Agreements”. For purposes of this Award, “Letter Agreements” shall mean the letter agreement between Participant and the Company dated as of February 4, 2021, as it may be amended from time to time, and the letter agreement between Participant and the Company dated as of November 7, 2024, as it may be amended from time to time.
(i) Definition of “Replacement Award”. For purposes of this Section 4, a “Replacement Award” means an award that is granted as an assumption or replacement of the Award and that has similar terms and conditions and preserves the same benefits as the Award it is replacing.
(j) Definition of “Retirement”. For purposes of this Award, “Retirement” means Participant’s (i) termination of employment by the Company without Cause or resignation for Good Reason or (ii) on or after December 31, 2027, Voluntary Resignation (as defined in the Employment Agreement).
5. Recovery and Recoupment of Incentive Compensation. This Award shall be subject to the terms and conditions of the Company’s Policy on Recovery and Recoupment of Incentive Compensation, adopted effective March 5, 2018, as amended effective October 2, 2023, the Company’s Dodd-Frank Compensation Recovery Policy, effective October 2, 2023, and any other Company “clawback” or recoupment policy, and of the Participant Confidentiality, Non-Competition, Non-Solicitation and Assignment Agreement between Participant and the Company, dated as of March 27, 2018, and is further subject to the requirements of any applicable law with respect to the recoupment, recovery or forfeiture of incentive compensation. Participant hereby agrees to be bound by the requirements of this Section 5. The recoupment or recovery of such incentive compensation may be made by the Company or the Subsidiary that employed Participant.
6. Termination for Cause. If Participant’s employment with the Company is terminated for Cause, the Committee may, notwithstanding any other provision in this Agreement to the contrary, cancel, rescind, suspend, withhold or otherwise restrict or limit this Award as of the date of termination for Cause. Without limiting the generality of the foregoing, the Committee may also require Participant to pay to the Company any gain realized by Participant from the Shares subject to the Award during the period beginning six months prior to the date on which Participant engaged or began engaging in conduct that led to his termination for Cause.
7. Payment Dates; Transfer of Vested Shares. Stock certificates (or appropriate evidence of ownership) representing the vested Shares, if any, and any Shares with respect to Dividend Equivalent Units on such vested Shares will be delivered to Participant (or, if permitted by the Company, to a party designated by Participant) on or as soon as practicable after (but no later than 60 days after) the following
payment dates, as applicable, to the extent any Shares have vested as of such date pursuant to Sections 2, 3 or 4 above: (a) the Vesting Date, (b) Participant’s death, (c) Participant’s termination of employment with the Company, or (d) the date of a Change of Control or a Section 409A Change in Control, as applicable; subject, in each case, if applicable, to Section 24. For the avoidance of doubt, only vested Shares are payable on each of the above payment dates; if, for example, no Shares are vested under Section 4(a) above on the date of a Section 409A Change in Control, then no Shares are payable on such payment date. Notwithstanding the foregoing, if Participant has properly elected to defer delivery of the Shares pursuant to a plan or program of the Company, the Shares (and any Shares attributable to related Dividend Equivalent Units) shall be issued and delivered as provided in such plan or program. Notwithstanding anything to the contrary in this Agreement, any Shares issued to Participant (or Participant’s designated beneficiary) hereunder (net of any required withholding taxes), including any Shares that were subject to a deferral election, may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by Participant (or Participant’s designated beneficiary) prior to the second anniversary of the Vesting Date, other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company.
8. Dividend Equivalent Units. If any dividends are paid or other distributions are made on the Shares subject to the Award between the Grant Date and the date the Shares are transferred as provided in Section 7, Dividend Equivalent Units shall be credited to Participant based on the Shares subject to the Award, and shall be deemed reinvested in additional Shares. Such Dividend Equivalent Units shall be paid to Participant in Shares at the same time as the underlying Shares subject to the Award are delivered to Participant. Participant will forfeit all rights to any Dividend Equivalent Units that relate to Shares that do not vest and are forfeited.
9. Non-Transferability of Award. Subject to any valid deferral election permitted by the Committee, until the Shares have been issued under this Award, the Shares issuable hereunder (and any related Dividend Equivalent Units) and the rights and privileges conferred hereby may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated by operation of law or otherwise (except as permitted by the Plan). Any attempt to do so contrary to the provisions hereof shall be null and void.
10. Conditions to Issuance of Shares. The Shares deliverable to Participant hereunder may be either previously authorized but unissued Shares or issued Shares which have been reacquired by the Company. The Company shall not be required to issue any certificate or certificates for Shares prior to fulfillment of all of the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Shares under any state or federal law or under the rulings and regulations of the U.S. Securities and Exchange Commission (“SEC”) or any other governmental regulatory body, which the Committee shall, in its discretion, deem necessary or advisable; and (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Committee shall, in its discretion, determine to be necessary or advisable.
11. No Rights as Shareholder. Except as provided in Sections 8 and 14, Participant shall not have voting, dividend or any other rights as a shareholder of the Company with respect to the unvested Shares. Upon settlement of the Award into Shares, Participant will obtain full voting and other rights as a shareholder of the Company with respect to such Shares.
12. Administration. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon Participant, the Company, and all other interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Agreement.
13. Fractional Shares. When any provision of this Agreement would entitle Participant to receive a fractional share, such fractional share will be issued, unless otherwise determined by the Committee. The Committee may determine that cash, other securities or other property will be paid or transferred in lieu of any fractional shares, or that such fractional shares or any rights to fractional shares will be canceled, terminated or otherwise eliminated.
14. Adjustments in Capital Structure. In the event of a change in corporate capitalization as described in Section 18 of the Plan, the Committee shall make appropriate adjustments to the number and class of Shares or other stock or securities subject to the Award. The Committee’s adjustments shall be effective and final, binding and conclusive for all purposes of this Agreement.
15. Taxes. Regardless of any action the Company or a Subsidiary that employs Participant (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by him is and remains Participant’s responsibility and that the Company and/or the Employer: (a) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the grant or vesting of the Shares subject to this Award (and any Shares with respect to related Dividend Equivalent Units), the subsequent sale of Shares acquired pursuant to such vesting and receipt of any dividends; and (b) do not commit to structure the terms of the grant or any aspect of this Award to reduce or eliminate Participant’s liability for Tax-Related Items. Upon the vesting and delivery of Shares subject to this Award (including any Shares with respect to related Dividend Equivalent Units), Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for sale of Shares that Participant acquires to meet the withholding obligations for Tax-Related Items, and/or (ii) satisfy such obligations in Shares, provided that the amount to be withheld may not exceed the federal, state, local and foreign tax withholding obligations associated with the Award to the extent needed for the Company to treat the Award as an equity award for accounting purposes and to comply with applicable tax withholding rules. In addition, Participant shall pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares if Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items.
16. Participant Acknowledgments and Agreements. By accepting the grant of this Award, Participant acknowledges and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement; (b) the grant of this Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares, or benefits in lieu of Shares, even if Shares have been granted repeatedly in the past; (c) all decisions with respect to
future grants, if any, will be at the sole discretion of the Company and the Committee; (d) Participant’s participation in the Plan shall not create a right of future employment with the Company and shall not interfere with the ability of the Company to terminate Participant’s employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; (e) Participant is participating voluntarily in the Plan; (f) this Award is an extraordinary item that is outside the scope of Participant’s employment contract, if any; (g) this Award is not part of Participant’s normal or expected compensation or salary for any purposes, including but not limited to calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (h) in the event Participant is not an employee of the Company, this Award will not be interpreted to form an employment contract or relationship with the Company; (i) the value of the Shares may increase or decrease in value and the future value of the underlying Shares cannot be predicted; (j) in consideration of the grant of this Award, no claim or entitlement to compensation or damages shall arise from termination of this Award or diminution in value of Shares subject to the Award resulting from termination of Participant’s employment by the Company (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, Participant shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (k) in the event of involuntary termination of employment (whether or not in breach of local labor laws), Participant’s right to vest in the Award and receive any Shares will terminate effective as of the date that Participant is no longer employed (except as expressly provided herein) and will not be extended by any notice period mandated under local statute, contract or common law; the Committee shall have the exclusive discretion to determine when Participant is no longer employed for purposes of this Award.
17. Consent for Accumulation and Transfer of Data. Participant consents to the accumulation and transfer of data concerning him and the Award to and from the Company (and its Subsidiaries) and Fidelity Stock Plan Services LLC (“Fidelity”), or such other agent as may administer the Plan on behalf of the Company from time to time. In addition, Participant understands that the Company and its Subsidiaries hold certain personal information about Participant, including but not limited to his name, home address, telephone number, date of birth, social security number, salary, nationality, job title, and details of all grants or awards, vested, unvested, or expired (the “personal data”). Certain personal data may also constitute “sensitive personal data” within the meaning of applicable local law. Such data include but are not limited to information described above and any changes thereto and other appropriate personal and financial data about Participant. Participant hereby provides explicit consent to the Company and its Subsidiaries to process any such personal data and sensitive personal data. Participant also hereby provides explicit consent to the Company and its Subsidiaries to transfer any such personal data and sensitive personal data outside the country in which Participant is employed, and to the United States or other jurisdictions. The legal persons for whom such personal data are intended are the Company and its Subsidiaries, Fidelity, and any company providing services to the Company in connection with compensation planning purposes or the administration of the Plan.
18. Plan Information. Participant agrees to receive copies of the Plan, the Plan prospectus and other Plan information, including information prepared to comply with laws outside the United States, from the Plan website at www.netbenefits.com and shareholder information, including copies of any annual report, proxy statement, Form 10-K, Form 10-Q, Form 8-K and other information filed with the SEC, from the investor relations section of the Equifax website at www.equifax.com. Participant acknowledges that copies of the Plan, Plan prospectus, Plan information and shareholder information are available upon written or telephonic request to the Company’s Corporate Secretary.
19. Plan Incorporated by Reference; Conflicts. The Plan, this Agreement, and the Employment Agreement provisions referenced herein constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. Notwithstanding the foregoing, nothing in the Plan or this Agreement shall affect the validity or interpretation of any duly authorized written agreement between the Company and Participant under which an Award properly granted under and pursuant to the Plan serves as any part of the consideration furnished to Participant. If provisions of the Plan and this Agreement conflict, the Plan provisions will govern.
20. Participant Bound by Plan. Participant acknowledges receiving, or being provided with access to, a prospectus describing the material terms of the Plan, and agrees to be bound by all the terms and conditions of the Plan. Except as limited by the Plan or this Agreement, this Agreement is binding on and extends to the legatees, distributees and personal representatives of Participant and the successors of the Company.
21. Governing Law. This Agreement has been made in and shall be construed under and in accordance with the laws of the State of Georgia, USA, without regard to conflict of law provisions.
22. Translations. If Participant has received this or any other document related to the Plan translated into any language other than English and if the translated version is different than the English version, the English version will control.
23. Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
24. Section 409A.
(a) General. To the extent that the requirements of Section 409A are applicable to this Award, it is the intention of both the Company and Participant that the benefits and rights to which Participant could be entitled pursuant to this Agreement comply with or be exempt from Section 409A, and the provisions of this Agreement shall be construed in a manner consistent with that intention. The Plan and any award agreements issued thereunder may be amended in any respect deemed by the Committee to be necessary in order to preserve compliance with Section 409A.
(b) No Representations as to Section 409A Compliance. Notwithstanding the foregoing, the Company makes no representation to Participant that the Award and any Shares issued pursuant to this Agreement are exempt from, or satisfy, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless Participant or any beneficiary for any tax, additional tax, interest or penalties that Participant or any beneficiary may incur in the event that any provision of this Agreement, or any amendment or modification thereof or any other action taken with respect thereto is deemed to violate any of the requirements of Section 409A.
(c) Six Month Delay for Specified Participants.
(i) To the extent applicable, if Participant is a “Specified Employee” (as defined below), then no payment or benefit that is payable on account of Participant’s “separation from service” (as determined by the Company in accordance with Section 409A) shall be made before the date that is six months and one day after Participant’s “separation from service” (or, if earlier,
the date of Participant’s death) if and to the extent that such payment or benefit constitutes deferred compensation (or may be nonqualified deferred compensation) under Section 409A and such deferral is required to comply with the requirements of Section 409A. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.
(ii) For purposes of this provision, the determination of whether Participant is a “Specified Employee” at the time of his separation from service from the Company (or any person or entity with whom the Company would be considered a single employer under Section 414(b) or Section 414(c) of the Code, applying the 20 percent common ownership standard) shall be made in accordance with the rules under Section 409A.
(d) No Acceleration of Payments. Neither the Company nor Participant, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A.
(e) Termination of Employment. Any provisions of this Agreement that provide for payment of compensation that is subject to Section 409A and that has payment triggered by Participant’s termination of employment other than on account of death shall be deemed to provide for payment that is triggered only by Participant’s “separation from service” within the meaning of Treasury Regulation Section §1.409A-1(h).
25. 30 Days to Accept Agreement. Participant shall have 30 days to accept this Agreement. Participant’s Award will be forfeited if this Agreement is not accepted by Participant within 30 days of receipt of email notification from Fidelity including a link to view and accept the Agreement.
[Signature page follows.]
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PARTICIPANT | | | EQUIFAX INC. |
| | |
| | |
| | By: | |
(Signature) | | | Name: |
| | | Title: |
| | | |
Mark W. Begor | | | |
(Printed Name) | | | |
| | | |
(Revised Feb. 2026)
EQUIFAX INC. 2023 OMNIBUS INCENTIVE PLAN
PERFORMANCE SHARE AWARD AGREEMENT (ADJUSTED EBITDA):
[2026] – [2028] Performance Period
MARK W. BEGOR
Target Number of Shares Subject to Award: [ ]
Grant Date: [ ]
Pursuant to the Equifax Inc. 2023 Omnibus Incentive Plan, effective May 4, 2023 (the “Plan”), Equifax Inc., a Georgia corporation (the “Company”), has granted the above-named participant (“Participant”) Performance Shares (the “Award”) entitling Participant to earn such number of shares of Company common stock (the “Shares”) as is set forth above, as may be increased or decreased as provided in this agreement (this “Agreement”), on the terms and conditions set forth in this Agreement and the Plan. Capitalized terms used in this Agreement and not defined herein shall have the meanings set forth in the Plan.
1. Grant Date. The Award is granted to Participant on the Grant Date set forth above and represents the right to receive Shares (and any related Dividend Equivalent Units) subject to the Award by satisfaction of the performance goals (the “Performance Goals”) set forth in Section 3 of this Agreement. Participant may earn 0% to 200% of the Target Award, depending on the Company’s (i) year-over-year growth in Adjusted EBITDA (as defined below) over the Performance Period and (ii) relative three-year cumulative average quarterly TSR performance for the Performance Period, each as set forth in Section 3.
2. Vesting. Subject to earlier vesting in accordance with Sections 4 or 5 below, the Shares (and any related Dividend Equivalent Units) will become vested on the later of the third anniversary of the Grant Date or the date on which the Committee certifies the attainment of the Performance Goals (the “Vesting Date”) in accordance with the provisions of Section 3 below. Prior to the Vesting Date, the Shares (and any related Dividend Equivalent Units) subject to the Award shall be nontransferable and, except as otherwise provided herein, shall be forfeited immediately following Participant’s termination of employment with the Company. Prior to the Vesting Date, the Award shall not be earned by Participant’s performance of services and there shall be no such vesting of the Award. Subject to the terms of the Plan, the Committee reserves the right in its sole discretion to waive or reduce the vesting requirements. Participant acknowledges that the opportunity to obtain the Shares represents valuable consideration, regardless of whether the Shares actually vest.
3. Payment of Performance Shares.
(a) In General. The performance period for this Award begins on January 1, [2026] and ends on December 31, [2028] (the “Performance Period”). The percentage of the Award earned and paid will be as certified by the Committee as soon as practicable (and no later than the 15th day of the third month) following the end of the Performance Period with such percentage determined by (i) averaging the Annual Payout Percentages attained for the three calendar years that comprise the Performance Period based upon the growth in Adjusted EBITDA for each such calendar year, multiplied by (ii) the TSR Modifier (as defined below), each as more fully described in subsection (b) below. The “Annual Payout
Percentage” for each calendar year during the Performance Period will be determined using the following tables:
Performance Matrix for CY [2026]
| | | | | | | | |
Degree of Performance Attainment | Adjusted EBITDA for CY [2026] | Annual Payout Percentage(1) |
Maximum or Above | $[ ] | 200% |
Target | $[ ] | 100% |
Threshold | $[ ] | 50% |
(1)If Adjusted EBITDA for CY [2026] is between the threshold and target, or between the target and maximum, performance levels shown in the table above, then the Annual Payout Percentage shall be determined based on straight line interpolation. For the avoidance of doubt, if Adjusted EBITDA for CY [2028] is achieved below the threshold performance level shown in the table above, then the Annual Payout Percentage shall be 0%.
Performance Matrix for CY [2027]
| | | | | | | | |
Degree of Performance Attainment | Annual Adjusted EBITDA Growth for CY [2027] | Annual Payout Percentage(1) |
Maximum or Above | [ ]% | 200% |
Target | [ ]% | 100% |
Threshold | [ ]% | 50% |
(1)If Annual Adjusted EBITDA Growth for CY [2027] is achieved between the threshold and target, or between the target and maximum, performance levels shown in the table above, then the Annual Payout Percentage shall be determined based on straight line interpolation. For the avoidance of doubt, if Annual Adjusted EBITDA Growth for CY [2027] is achieved below the threshold performance level shown in the table above, then the Annual Payout Percentage shall be 0%.
Performance Matrix for CY [2028]
| | | | | | | | |
Degree of Performance Attainment | Annual Adjusted EBITDA Growth for CY [2028] | Annual Payout Percentage(1) |
Maximum or Above | [ ]% | 200% |
Target | [ ]% | 100% |
Threshold | [ ]% | 50% |
(1)If Annual Adjusted EBITDA Growth for CY [2028] is achieved between the threshold and target, or between the target and maximum, performance levels shown in the table above, then the Annual Payout Percentage shall be determined based on straight line interpolation. For the avoidance of doubt, if Annual Adjusted EBITDA Growth for CY [2028] is achieved below the threshold performance level shown in the table above, then the Annual Payout Percentage shall be 0%.
The “TSR Modifier” will be determined using the following table:
| | | | | |
TSR Percentile | TSR Modifier |
Above 75th percentile | 120% |
25th to 75th percentile | 100% |
Below 25th percentile | 80% |
(b) Performance Shares Payable. The number of Performance Shares payable is equal to the product of (i) the Target Award multiplied by (ii) the Adjusted EBITDA Performance Multiplier (as defined below) and further multiplied by (iii) the TSR Modifier, rounded down to the nearest whole share; provided, however, the number of Performance Shares payable may not exceed 200% of the Target Award. Payment will be made in Shares. For an illustration of this calculation, see the Hypothetical Example below, which assumes that Participant remained employed with the Company through the Vesting Date.
Hypothetical Example: [2026] - [2028] Performance Period
| | | | | |
Year | Annual Payout Percentage (based on Adjusted EBITDA for CY [2026] and Annual Adjusted EBITDA Growth for CY [2027] and CY [2028]) |
[2026] Calendar Year | 110% |
[2027] Calendar Year | 95% |
[2028] Calendar Year | 104% |
Adjusted EBITDA Performance Multiplier(1) (average of the Annual Payout Percentages for the three calendar years) | 103% |
| | | | | |
TSR Percentile | 76th |
TSR Modifier | 120% |
(1)The number of Performance Shares that would be payable in this hypothetical example is equal to the Target Award multiplied by 103% (for the Adjusted EBITDA Performance Multiplier) and further multiplied by 120% (for the TSR Modifier).
(c) Withholding. As provided in Section 16 below, the Company shall withhold Shares having a Fair Market Value on the date the tax is to be determined for federal, state, local and other withholding taxes with respect to any taxable event arising as a result of this Agreement.
(d) Timing of Payout. Payout of the Award will be made to Participant as provided in Section 8 following the Vesting Date and certification of performance by the Committee.
(e) Certain Definitions.
“Adjusted EBITDA” means the Company’s Adjusted EBITDA as publicly reported in the Company’s quarterly earnings release announcing full year results, as further adjusted by the Compensation Committee as it deems appropriate to eliminate the effects of any unusual, one-time,
atypical or infrequent items of gain, loss, income or expense occurring during the Performance Period that would distort the financial performance of the Company.
“Annual Adjusted EBITDA Growth” means the percentage increase in Adjusted EBITDA for the [2027] calendar year or the [2028] calendar year, as applicable. For purposes of the [2027] calendar year and the [2028] calendar year, the beginning point for measurement of Annual Adjusted EBITDA Growth shall be actual Adjusted EBITDA for the [2026] calendar year and the [2027] calendar year, respectively, as measured in accordance with this Agreement.
“Adjusted EBITDA Performance Multiplier” means the percentage, from 0% to 200%, that will be applied to the Target Award to determine the number of Performance Shares that shall be payable hereunder. The Adjusted EBITDA Performance Multiplier shall be equal to the average of the Annual Payout Percentages for each of CY [2026], CY [2027] and CY [2028]; provided, however, if the Adjusted EBITDA Performance Multiplier is calculated at the time of a Change in Control pursuant to Section 5(a) or Section 5(b), as applicable, then the calculation shall be modified as set forth in Section 5(a) or Section 5(b), as applicable.
“CY [2026]” or “[2026] calendar year” means the twelve-month period commencing on January 1, [2026] and ending on December 31, [2026].
“CY [2027]” or “[2027] calendar year” means the twelve-month period commencing on January 1, [2027] and ending on December 31, [2027].
“CY [2028]” or “[2028] calendar year” means the twelve-month period commencing on January 1, [2028] and ending on December 31, [2028].
“S&P 500” generally means the companies constituting the Standard & Poor’s 500 Index as of the beginning of the Performance Period (including the Company) and which continue to be actively traded under the same ticker symbol on an established securities market though the end of the Performance Period. A component company of the S&P 500 that is acquired at any time during the Performance Period (i.e., company and ticker symbol disappear) will be eliminated from the S&P 500 for the entire Performance Period. A component company of the S&P 500 filing for bankruptcy protection (and thus no longer publicly traded) at any time during the Performance Period will be deemed to remain in the S&P 500 (at an assumed TSR of minus 100%).
“Target Award” means the Target Number of Shares Subject to Award specified at the beginning of this Agreement.
“Total Shareholder Return” or “TSR” means with respect to the Company or other S&P 500 component company: the change in the closing market price of its common stock (as quoted in the principal market on which it is traded) during the period commencing on the last business day immediately preceding the start of the Performance Period and ending on and including the last business day of the applicable quarter (or, if applicable, the date of a Change in Control), plus dividends and other distributions paid on such common stock during the portion of the Performance Period ending on and including the last business day of the applicable quarter (or, if applicable, the date of a Change in Control), divided by the closing market price of its common stock on the last business day immediately preceding the Performance Period. The TSR for the common stock of the Company and an S&P 500 component company shall be adjusted to take into account stock splits, reverse stock splits, and special dividends that occur during the Performance Period, and assumes that all cash dividends and cash
distributions are immediately reinvested in common stock of the entity using the closing market price on the dividend payment date.
“TSR Percentile” means the average of the Company’s cumulative TSR Percentile Rank through each of the last four quarters of the Performance Period. For an illustration of this calculation, see the Hypothetical Example below, which assumes that Participant remained employed with the Company through the Vesting Date.
Hypothetical Example: [2026] - [2028] Performance Period
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| [2026] | [2027] | [2028] |
Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 |
Cumulative TSR Percentile Rank from January 1, [2026] through: | 61st | 57th | 72nd | 69th | 70th | 62nd | 54th | 52nd | 87th | 71st | 69th | 77th |
TSR Percentile (Average Cumulative TSR Percentile Rank of Last 4 Quarters) | 76th |
4. Termination of Employment Events. Participant’s unvested Shares subject to the Award shall become vested and nonforfeitable to the extent provided below in the event of Participant’s termination of employment with the Company prior to the Vesting Date. For purposes of this Agreement, employment with any Subsidiary of the Company shall be considered employment with the Company and a termination of employment shall mean a termination of employment with the Company and each Subsidiary by which Participant is employed.
(a) Death. If, during the Performance Period, Participant’s termination of employment results from Participant’s death, then all unvested Shares subject to the Award shall immediately become vested and nonforfeitable as of the date of Participant’s death and payout of the Shares shall be made as provided in Section 8 at the Target Award payout level (100%) to Participant’s designated beneficiary as soon as practicable after the date of death. If, after the end of the Performance Period and prior to the Vesting Date, Participant’s termination of employment results from Participant’s death, then, for purposes of determining the number of Shares Participant’s designated beneficiary is entitled to receive under this Award, the Award shall be treated as if Participant had continued to remain employed through the Vesting Date, with vesting and payout of Shares based upon the performance results as and when determined by the Committee under Section 3. Payout of the Shares pursuant to the previous sentence shall be made to Participant’s designated beneficiary at the time provided in Section 3(d) and Section 8.
(b) Disability. If, during the Performance Period, Participant’s employment ends as a result of Disability (as such term is defined in the Employment Agreement), then all unvested Shares subject to the Award shall become vested and nonforfeitable at the Target Award payout level (100%) as of the date of Participant’s termination of employment, and payout of the Shares shall be made as provided in Section 8. If, after the end of the Performance Period and prior to the Vesting Date, Participant’s employment ends as a result of Disability, then, for purposes of determining the number of Shares Participant is entitled to receive under this Award, Participant shall be treated as if Participant had continued to remain employed through the Vesting Date, with vesting and payout of Shares based upon
the performance results as and when determined by the Committee under Section 3. Payout of the Shares pursuant to the previous sentence shall be made at the time provided in Section 3(d) and Section 8.
(c) Retirement. Except in the event of a termination for Cause (as defined below) and subject to the requirements of Section 10(b) of the Employment Agreement (including those relating to release of claims and material compliance with restrictive covenants), if, prior to the Vesting Date, Participant’s termination of employment results from Participant’s Retirement (as defined below) from the Company, for purposes of determining the number of Shares Participant is entitled to receive under this Award, Participant shall be treated as if Participant had, as of the date of Retirement, satisfied the requirement to remain employed through the Vesting Date, with vesting and payout of Shares based upon the performance results as and when determined by the Committee under Section 3. Payout of the Shares shall be made at the time provided in Section 3(d) and Section 8.
(d) Termination without Cause or Resignation for Good Reason during a Change in Control Period. Subject to the requirements of Section 10(d) of the Employment Agreement (relating to release of claims and material compliance with restrictive covenants), if, during the portion of a Change in Control Period that ends upon consummation of a Change in Control, Participant’s termination of employment results from a termination by the Company without Cause or Participant’s resignation for Good Reason (in each case as determined under the Employment Agreement), for purposes of determining the number of Shares Participant is entitled to receive under this Award, Participant shall, upon the consummation of the Change in Control, be treated as having satisfied any requirement to remain employed through the Vesting Date, with vesting and payout of Shares based upon the performance results as and when determined by the Committee under Section 3. Payout of the Shares shall be made at the time provided in Section 3(d) and Section 8. To the extent of any conflict with the application of Section 5 below, Section 5 will govern.
5. Change in Control.
(a) Double Trigger Change in Control. Subject to Section 5(b) below, if, subsequent to receiving a Replacement Award, Participant’s employment with the Company (or its successor in the Change in Control) is terminated on the date of the Change in Control or within the portion of the Change in Control Period beginning on the date of the Change in Control either by Participant for Good Reason or by the Company or successor (as applicable) other than for Cause, then the Replacement Award will vest and be paid out as follows: if at least one calendar year of performance during the Performance Period has been completed prior to the date of the Change in Control, the Shares shall be paid out based upon the Adjusted EBITDA Performance Multiplier calculated at the time of the Change in Control, provided that such calculation shall factor in the calendar years during the Performance Period that have been completed at the time of the Change in Control and the calendar year during which the Change in Control occurs, with the calendar year during which the Change in Control occurs being treated as a fully completed calendar year during which the Target Award payout level (100%) was achieved; otherwise, the Target Award payout level (100%) shall be used. Payment of the Shares shall be made as provided in Section 8.
(b) Single Trigger Change in Control. Notwithstanding Section 5(a) above, if, upon a Change in Control, Participant does not receive a Replacement Award, then all unvested Shares subject to the Award shall immediately become vested and nonforfeitable as of the date on which the Change in Control occurs; if at least one calendar year of performance during the Performance Period has been completed prior to the date of the Change in Control, the Shares shall be paid out based upon the Adjusted EBITDA Performance Multiplier calculated at the time of the Change in Control, provided that such
calculation shall factor in the calendar years during the Performance Period that have been completed at the time of the Change in Control and the calendar year during which the Change in Control occurs, with the calendar year during which the Change in Control occurs being treated as a fully completed calendar year during which the Target Award payout level (100%) was achieved; otherwise, the Target Award payout level (100%) shall be used. Payment of the Shares shall be made as provided in Section 8; provided, however, if the Change in Control does not constitute a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as provided under Code Section 409A and the Treasury Regulations and other guidance promulgated or issued thereunder (“Section 409A”, and any such transaction, a “Section 409A Change in Control”), and if the Award constitutes deferred compensation under Section 409A, then the right to the Shares subject to the Award shall vest as of the date of the Change in Control but the payout of the Shares under Section 8 shall not occur until after the Vesting Date or other payment date specified in Section 8.
(c) Definition of “Cause”. For purposes of this Award, “Cause” shall have the meaning ascribed to such term in Section 8(c) of the Employment Agreement (including the provisions described therein relating to the Review Period).
(d) Definition of “Change in Control”. For purposes of this Award, “Change in Control” shall mean a “Change of Control” as defined in the Plan.
(e) Definition of “Change in Control Period”. For purposes of this Award, “Change in Control Period” shall mean the period beginning after the signing of a definitive agreement to effectuate a Change in Control (but not more than six months prior to the consummation of a Change in Control) and ending on the second anniversary of such consummation.
(f) Definition of “Employment Agreement”. For purposes of this Award, “Employment Agreement” shall mean the employment agreement between Participant and the Company dated as of March 27, 2018 and amended by the Letter Agreements, as amended from time to time.
(g) Definition of “Good Reason”. For purposes of this Award, “Good Reason” shall have the meaning ascribed to such term in Section 8(d) of the Employment Agreement.
(h) Definition of “Letter Agreements”. For purposes of this Award, “Letter Agreements” shall mean the letter agreement between Participant and the Company dated as of February 4, 2021, as it may be amended from time to time, and the letter agreement between Participant and the Company dated as of November 7, 2024, as it may be amended from time to time.
(i) Definition of “Replacement Award”. For purposes of this Section 5, a “Replacement Award” means an award that is granted as an assumption or replacement of the Award and that has similar terms and conditions and preserves the same benefits as the Award it is replacing.
(j) Definition of “Retirement”. For purposes of this Award, “Retirement” means Participant’s (i) termination of employment by the Company without Cause or resignation for Good Reason or (ii) on or after December 31, 2027, Voluntary Resignation (as defined in the Employment Agreement).
6. Recovery and Recoupment of Incentive Compensation. This Award shall be subject to the terms and conditions of the Company’s Policy on Recovery and Recoupment of Incentive Compensation, adopted effective March 5, 2018, as amended effective October 2, 2023, the Company’s Dodd-Frank
Compensation Recovery Policy, effective October 2, 2023, and any other Company “clawback” or recoupment policy, and of the Participant Confidentiality, Non-Competition, Non-Solicitation and Assignment Agreement between Participant and the Company, dated as of March 27, 2018, and is further subject to the requirements of any applicable law with respect to the recoupment, recovery or forfeiture of incentive compensation. Participant hereby agrees to be bound by the requirements of this Section 6. The recoupment or recovery of such incentive compensation may be made by the Company or the Subsidiary that employed Participant.
7. Termination for Cause. If Participant’s employment with the Company is terminated for Cause, the Committee may, notwithstanding any other provision in this Agreement to the contrary, cancel, rescind, suspend, withhold or otherwise restrict or limit this Award as of the date of termination for Cause. Without limiting the generality of the foregoing, the Committee may also require Participant to pay to the Company any gain realized by Participant from the Shares subject to the Award during the period beginning six months prior to the date on which Participant engaged or began engaging in conduct that led to his termination for Cause.
8. Payment Dates; Transfer of Vested Shares. Stock certificates (or appropriate evidence of ownership) representing the vested Shares, if any, and any Shares with respect to related Dividend Equivalent Units will be delivered to Participant (or, if permitted by the Company, to a party designated by Participant) on or as soon as practicable after the following payment dates, as applicable, to the extent any Shares have vested as of such date pursuant to Sections 2 through 5 above: (a) the Vesting Date, (b) Participant’s death, (c) Participant’s termination of employment with the Company; or (d) the date of a Change in Control or a Section 409A Change in Control, as applicable; subject, in each case, if applicable, to Section 25. For the avoidance of doubt, only vested Shares are payable on each of the above payment dates; if, for example, no Shares are vested under Section 5(a) above on the date of a Section 409A Change in Control, then no Shares are payable on such payment date. As soon as practicable shall mean within 60 days of the applicable payment date, except that Shares vested and payable on the Vesting Date shall be paid no later than the 15th day of the third month following the end of the Performance Period. Notwithstanding the foregoing, if Participant has properly elected to defer delivery of the Shares pursuant to a plan or program of the Company, the Shares (and any Shares attributable to related Dividend Equivalent Units) shall be issued and delivered as provided in such plan or program. Notwithstanding anything to the contrary in this Agreement, any Shares issued to the Participant (or the Participant’s designated beneficiary) hereunder (net of any required withholding taxes), including any Shares that were subject to a deferral election, may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by Participant (or Participant’s designated beneficiary) prior to the second anniversary of the Vesting Date, other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company.
9. Dividend Equivalent Units. If any dividends are paid or other distributions are made on the Shares subject to the Award between the Grant Date and the date the Shares are transferred as provided in Section 8, Dividend Equivalent Units shall be credited to Participant, based on the Target Award shares, and shall be deemed reinvested in additional Shares. Such Dividend Equivalent Units shall be paid to Participant in Shares at the same time as the underlying Shares subject to the Award are delivered to Participant and shall be adjusted based on the same payout percentage. Participant will forfeit all rights to any Dividend Equivalent Units that relate to Shares that do not vest and are forfeited.
10. Non-Transferability of Award. Subject to any valid deferral election permitted by the Committee, until the Shares have been issued under this Award, the Shares issuable hereunder (and any
related Dividend Equivalent Units) and the rights and privileges conferred hereby may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated by operation of law or otherwise (except as permitted by the Plan). Any attempt to do so contrary to the provisions hereof shall be null and void.
11. Conditions to Issuance of Shares. The Shares deliverable to Participant hereunder may be either previously authorized but unissued Shares or issued Shares which have been reacquired by the Company. The Company shall not be required to issue any certificate or certificates for Shares prior to fulfillment of all of the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Shares under any state or federal law or under the rulings and regulations of the U.S. Securities and Exchange Commission (“SEC”) or any other governmental regulatory body, which the Committee shall, in its discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Committee shall, in its discretion, determine to be necessary or advisable; and (d) the lapse of such reasonable period of time following the grant of the Shares as the Committee may establish from time to time for reasons of administrative convenience.
12. No Rights as Shareholder. Except as provided in Sections 9 and 15, Participant shall not have voting, dividend or any other rights as a shareholder of the Company with respect to the unvested Shares. Upon settlement of the Award into Shares, Participant will obtain full voting and other rights as a shareholder of the Company with respect to such Shares.
13. Administration. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon Participant, the Company, and all other interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Agreement.
14. Fractional Shares. When any provision of this Agreement would entitle Participant to receive a fractional share, such fractional share will be issued, unless otherwise determined by the Committee. The Committee may determine that cash, other securities or other property will be paid or transferred in lieu of any fractional shares, or that such fractional shares or any rights to fractional shares will be canceled, terminated or otherwise eliminated.
15. Adjustments in Capital Structure. In the event of a change in corporate capitalization as described in Section 18 of the Plan, the Committee shall make appropriate adjustments to the number and class of Shares or other stock or securities subject to the Award. The Committee’s adjustments shall be effective and final, binding and conclusive for all purposes of this Agreement.
16. Taxes. Regardless of any action the Company or a Subsidiary that employs Participant (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by him is and remains Participant’s responsibility and that the Company and/or the Employer: (a) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the grant or vesting of the Shares subject to this Award (and any Shares with respect to related Dividend Equivalent Units), the subsequent sale of Shares acquired pursuant to such vesting and receipt of any
dividends; and (b) do not commit to structure the terms of the grant or any aspect of this Award to reduce or eliminate Participant’s liability for Tax-Related Items. Upon the vesting and delivery of Shares subject to this Award (including any Shares with respect to related Dividend Equivalent Units), Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for sale of Shares that Participant acquires to meet the withholding obligations for Tax-Related Items, and/or (ii) satisfy such obligations in Shares, provided that the amount to be withheld may not exceed the federal, state, local and foreign tax withholding obligations associated with the Award to the extent needed for the Company to treat the Award as an equity award for accounting purposes and to comply with applicable tax withholding rules. In addition, Participant shall pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares if Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items.
17. Participant Acknowledgments and Agreements. By accepting the grant of this Award, Participant acknowledges and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement; (b) the grant of this Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares, or benefits in lieu of Shares, even if Shares have been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company and the Committee; (d) Participant’s participation in the Plan shall not create a right of future employment with the Company and shall not interfere with the ability of the Company to terminate Participant’s employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; (e) Participant is participating voluntarily in the Plan; (f) this Award is an extraordinary item that is outside the scope of Participant’s employment contract, if any; (g) this Award is not part of Participant’s normal or expected compensation or salary for any purposes, including but not limited to calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (h) in the event Participant is not an employee of the Company, this Award will not be interpreted to form an employment contract or relationship with the Company; (i) the value of the Shares may increase or decrease in value and the future value of the underlying Shares cannot be predicted; (j) in consideration of the grant of this Award, no claim or entitlement to compensation or damages shall arise from termination of this Award or diminution in value of Shares subject to the Award resulting from termination of Participant’s employment by the Company (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, Participant shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (k) in the event of involuntary termination of employment (whether or not in breach of local labor laws), Participant’s right to vest in the Award and receive any Shares will terminate effective as of the date that Participant is no longer employed (except as provided in herein) and will not be extended by any notice period mandated under local statute, contract or common law; the Committee shall have the exclusive discretion to determine when Participant is no longer employed for purposes of this Award.
18. Consent for Accumulation and Transfer of Data. Participant consents to the accumulation and transfer of data concerning him and the Award to and from the Company (and its Subsidiaries) and Fidelity Stock Plan Services LLC (“Fidelity”), or such other agent as may administer the Plan on behalf of the Company from time to time. In addition, Participant understands that the Company and its Subsidiaries hold certain personal information about Participant, including but not limited to his name, home address, telephone number, date of birth, social security number, salary, nationality, job title, and details of all grants or awards, vested, unvested, or expired (the “personal data”). Certain personal data may also constitute “sensitive personal data” within the meaning of applicable local law. Such data include but are not limited to information described above and any changes thereto and other appropriate personal and financial data about Participant. Participant hereby provides explicit consent to the Company and its Subsidiaries to process any such personal data and sensitive personal data. Participant also hereby provides explicit consent to the Company and its Subsidiaries to transfer any such personal data and sensitive personal data outside the country in which Participant is employed, and to the United States or other jurisdictions. The legal persons for whom such personal data are intended are the Company and its Subsidiaries, Fidelity, and any company providing services to the Company in connection with compensation planning purposes or the administration of the Plan.
19. Plan Information. Participant agrees to receive copies of the Plan, the Plan prospectus and other Plan information, including information prepared to comply with laws outside the United States, from the Plan website at www.netbenefits.com and shareholder information, including copies of any annual report, proxy statement, Form 10-K, Form 10-Q, Form 8-K and other information filed with the SEC, from the investor relations section of the Equifax website at www.equifax.com. Participant acknowledges that copies of the Plan, Plan prospectus, Plan information and shareholder information are available upon written or telephonic request to the Company’s Corporate Secretary.
20. Plan Incorporated by Reference; Conflicts. The Plan, this Agreement, and the Employment Agreement provisions referenced herein constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. Notwithstanding the foregoing, nothing in the Plan or this Agreement shall affect the validity or interpretation of any duly authorized written agreement between the Company and Participant under which an Award properly granted under and pursuant to the Plan serves as any part of the consideration furnished to Participant. If provisions of the Plan and this Agreement conflict, the Plan provisions will govern.
21. Participant Bound by Plan. Participant acknowledges receiving, or being provided with access to, a prospectus describing the material terms of the Plan, and agrees to be bound by all the terms and conditions of the Plan. Except as limited by the Plan or this Agreement, this Agreement is binding on and extends to the legatees, distributees and personal representatives of Participant and the successors of the Company.
22. Governing Law. This Agreement has been made in and shall be construed under and in accordance with the laws of the State of Georgia, USA without regard to conflict of law provisions.
23. Translations. If Participant has received this or any other document related to the Plan translated into any language other than English and if the translated version is different than the English version, the English version will control.
24. Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
25. Section 409A.
(a) General. To the extent that the requirements of Section 409A are applicable to this Award, it is the intention of both the Company and Participant that the benefits and rights to which Participant could be entitled pursuant to this Agreement comply with or be exempt from Section 409A, and the provisions of this Agreement shall be construed in a manner consistent with that intention. The Plan and any award agreements issued thereunder may be amended in any respect deemed by the Committee to be necessary in order to preserve compliance with Section 409A.
(b) No Representations as to Section 409A Compliance. Notwithstanding the foregoing, the Company makes no representation to Participant that the Award and any Shares issued pursuant to this Agreement are exempt from, or satisfy, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless Participant or any beneficiary for any tax, additional tax, interest or penalties that Participant or any beneficiary may incur in the event that any provision of this Agreement, or any amendment or modification thereof or any other action taken with respect thereto is deemed to violate any of the requirements of Section 409A.
(c) Six Month Delay for Specified Participants.
(i) To the extent applicable, if Participant is a “Specified Employee” (as defined below), then no payment or benefit that is payable on account of Participant’s “separation from service” (as determined by the Company in accordance with Section 409A) shall be made before the date that is six months and one day after Participant’s “separation from service” (or, if earlier, the date of Participant’s death) if and to the extent that such payment or benefit constitutes deferred compensation (or may be nonqualified deferred compensation) under Section 409A and such deferral is required to comply with the requirements of Section 409A. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.
(ii) For purposes of this provision, the determination of whether Participant is a “Specified Employee” at the time of his separation from service from the Company (or any person or entity with whom the Company would be considered a single employer under Section 414(b) or Section 414(c) of the Code, applying the 20 percent common ownership standard) shall be made in accordance with the rules under Section 409A.
(d) No Acceleration of Payments. Neither the Company nor Participant, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A.
(e) Termination of Employment. Any provisions of this Agreement that provide for payment of compensation that is subject to Section 409A and that has payment triggered by Participant’s termination of employment other than on account of death shall be deemed to provide for payment that is triggered only by Participant’s “separation from service” within the meaning of Treasury Regulation Section §1.409A-1(h).
26. 30 Days to Accept Agreement. Participant shall have 30 days to accept this Agreement. Participant’s Award will be forfeited if this Agreement is not accepted by Participant within 30 days of receipt of email notification from Fidelity including a link to view and accept the Agreement.
[Signature page follows.]
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PARTICIPANT | | | EQUIFAX INC. |
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| | By: | |
(Signature) | | | Name: |
| | | Title: |
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Mark W. Begor | | | |
(Printed Name) | | | |
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(Revised Feb. 2026)
EQUIFAX INC. 2023 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
EMPLOYEE NAME
Number of Shares Subject to Award: [ ]
Date of Grant: [ ]
Pursuant to the Equifax Inc. 2023 Omnibus Incentive Plan, effective May 4, 2023 (the “Plan”), Equifax Inc., a Georgia corporation (the “Company”), has granted the above-named participant (“Participant”) Restricted Stock Units (the “Award”) entitling Participant to receive such number of shares of Company common stock (the “Shares”) as is set forth above on the terms and conditions set forth in this agreement (this “Agreement”) and the Plan. Capitalized terms used in this Agreement and not defined herein shall have the meanings set forth in the Plan.
1. Grant Date. The Award is granted to Participant on the Date of Grant (the “Grant Date”) set forth above.
2. Vesting. Except as provided in Sections 3 or 4 below, the Restricted Stock Units and the right to the Shares (and any related Dividend Equivalent Units) shall vest with respect to the percentage or number of Shares subject to the Award set forth on Appendix B on the date set forth on Appendix B (the “Vesting Date”).
After the Vesting Date, the Shares will be settled and transferred in accordance with Section 7. Prior to the Vesting Date, the Restricted Stock Units subject to the Award (and any related Dividend Equivalent Units) shall be nontransferable and, except as provided in Sections 3 and 4 below, the unvested Shares shall be forfeited immediately following Participant’s termination of employment with the Company. Prior to the Vesting Date, the Award shall not be earned by Participant’s performance of services and there shall be no such vesting of the Award. Prior to the Vesting Date, the Committee which administers the Plan reserves the right, in its sole discretion, to waive or reduce the vesting requirements, with respect to all or any portion of the Award. Participant acknowledges that the opportunity to receive the Shares represents valuable consideration, regardless of whether the Shares vest.
3. Termination of Employment Events. Except as provided in Section 4 below, Participant’s unvested Shares subject to the Award shall become vested and nonforfeitable to the extent provided below in the event of Participant’s termination of employment with the Company prior to the Vesting Date. For purposes of this Agreement, employment with any Subsidiary of the Company shall be considered employment with the Company and a termination of employment shall mean a termination of employment with the Company and each Subsidiary by which Participant is employed.
(a) Death. If Participant’s termination of employment results from Participant’s death prior to the Vesting Date, then all unvested Shares subject to the Award shall immediately become vested and nonforfeitable and subject to settlement and transfer under Section 7 as of the date of Participant’s death.
(b) Disability. If Participant’s employment ends as a result of Disability (as such term is defined in the Plan) prior to the Vesting Date, then all unvested Shares subject to the Award shall
immediately become vested and nonforfeitable and subject to settlement and transfer in accordance with Section 7 after the date of Participant’s termination of employment.
(c) Retirement. Except in the event of a termination for Cause as defined below, if Participant’s termination of employment results from Participant’s Retirement (as such term is defined in the Plan) from the Company, all unvested Shares subject to the Award will continue to vest in accordance with the original vesting schedule in Section 2 as if Participant had continued to remain employed through the Vesting Date. For the avoidance of doubt, for purposes of the definition of “Retirement,” years of service shall not include pre-acquisition service with an acquired company. On the Vesting Date, the Shares will become vested and nonforfeitable and subject to settlement and transfer in accordance with Section 7.
4. Change of Control.
(a) Double Trigger Change of Control. Subject to Section 4(b) below, if, subsequent to receiving a Replacement Award, Participant’s employment with the Company (or its successor in the Change of Control) is terminated on the date of the Change of Control or within the CIC Protection Period either by Participant for Good Reason or by the Company, or successor (as applicable) other than for Cause, then all unvested Shares subject to the Replacement Award shall immediately become vested and nonforfeitable and subject to settlement and transfer under Section 7 as of the date of Participant’s termination of employment.
(b) Single Trigger Change of Control. Notwithstanding Section 4(a) above, if, upon a Change of Control, Participant does not receive a Replacement Award, then all unvested Shares subject to the Award shall immediately become vested and nonforfeitable and subject to settlement and transfer under Section 7 as of the date on which the Change of Control occurs; provided, however, if the Change of Control does not constitute a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as provided under Code Section 409A and the Treasury Regulations and other guidance promulgated or issued thereunder (“Section 409A”, and any such transaction, a “Section 409A Change of Control”), and if the Award constitutes deferred compensation under Section 409A, then the right to the Shares subject to the Award shall vest and be nonforfeitable as of the date of the Change of Control but the settlement and transfer of the Shares under Section 7 shall not occur until the Vesting Date or other payment date under Section 7.
(c) Definition of “Cause”. For purposes of this Section 4, “Cause” shall have the meaning ascribed to such term in the CIC Plan. If Participant is not a participant in the CIC Plan, Cause shall have the meaning in Section 6 of this Agreement.
(d) Definition of “CIC Plan”. For purposes of this Section 4, “CIC Plan” shall mean the Equifax Inc. Change in Control Severance Plan, if Participant is a participant in such plan, or such other agreement, if any, between Participant and the Company which provides for the payment and provision of severance benefits to Participant if Participant’s employment is terminated under specified circumstances in connection with a change in control.
(e) Definition of “CIC Protection Period”. For purposes of this Section 4, “CIC Protection Period” shall mean the period of 24 months following the date of a Change of Control.
(f) Definition of “Good Reason”. For purposes of this Section 4, “Good Reason” shall have the meaning ascribed to such term in the CIC Plan. If Participant is not a participant in the CIC Plan, any reference in this Agreement to a termination for Good Reason shall be inapplicable.
(g) Definition of “Replacement Award”. For purposes of this Section 4, a “Replacement Award” means an award that is granted as an assumption or replacement of the Award and that has similar terms and conditions and preserves the same benefits as the Award it is replacing.
5. Recovery and Recoupment of Incentive Compensation. This Award shall be subject to the terms and conditions of the Company’s Policy on Recovery and Recoupment of Incentive Compensation, adopted effective March 5, 2018, as amended effective October 2, 2023, the Company’s Dodd-Frank Compensation Recovery Policy, effective October 2, 2023, and any other Company “clawback” or recoupment policy, and is further subject to the requirements of any applicable law with respect to the recoupment, recovery or forfeiture of incentive compensation. Participant hereby agrees to be bound by the requirements of this Section 5. The recoupment or recovery of such incentive compensation may be made by the Company or the Subsidiary that employed Participant.
6. Termination for Cause. If Participant’s employment with the Company is terminated for Cause, the Committee may, notwithstanding any other provision in this Agreement to the contrary, cancel, rescind, suspend, withhold or otherwise restrict or limit this Award as of the date of termination for Cause. Without limiting the generality of the foregoing, the Committee may also require Participant to pay to the Company any gain realized by Participant from the Shares subject to the Award during the period beginning six months prior to the date on which Participant engaged or began engaging in conduct that led to his or her termination for Cause. For purposes of this Agreement, “Cause” shall have the meaning ascribed to such term in the CIC Plan; provided, however, that if Participant is not a participant in the CIC Plan, termination for “Cause” means termination as a result of (a) the willful and continued failure by Participant to substantially perform his or her duties with the Company or any Subsidiary (other than a failure resulting from Participant’s incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Participant by his or her superior officer which specifically identifies the manner the officer believes that Participant has not substantially performed his or her duties, or (b) Participant’s willful misconduct which materially injures the Company or any Subsidiary, monetarily or otherwise. For purposes of this Section, Participant’s act, or failure to act, will not be considered “willful” unless the act or failure to act is not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company.
7. Payment Dates; Transfer of Vested Shares. Stock certificates (or appropriate evidence of ownership) representing the vested Shares, if any, and any Shares with respect to Dividend Equivalent Units on such vested Shares will be delivered to Participant (or, if permitted by the Company, to a party designated by Participant) on or as soon as practicable after (but no later than 60 days after) the following payment dates, to the extent any Shares have vested as of such date pursuant to Sections 2, 3 or 4 above: (a) the Vesting Date, (b) Participant’s death, (c) Participant’s termination of employment with the Company, or (d) the date of a Change of Control or a Section 409A Change of Control, as applicable; subject, in each case, if applicable, to Section 24. For the avoidance of doubt, only vested Shares are payable on each of the above payment dates; if, for example, no Shares are vested under Section 4(a) above on the date of a Section 409A Change of Control, then no Shares are payable on such payment date. Notwithstanding the foregoing, if Participant has properly elected to defer delivery of the Shares pursuant to a plan or program of the Company, the Shares (and any Shares attributable to related Dividend Equivalent Units) shall be issued and delivered as provided in such plan or program. Notwithstanding anything to the contrary in this Agreement, any Shares issued to Participant (or
Participant’s designated beneficiary) hereunder (net of any required withholding taxes), including any Shares that were subject to a deferral election, may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by Participant (or Participant’s designated beneficiary) prior to the second anniversary of the Vesting Date, other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company.
8. Dividend Equivalent Units. If any dividends are paid or other distributions are made on the Shares subject to the Award between the Grant Date and the date the Shares are transferred as provided in Section 7, Dividend Equivalent Units shall be credited to Participant based on the Shares subject to the Award, and shall be deemed reinvested in additional Shares. Such Dividend Equivalent Units shall be paid to Participant in Shares at the same time as the underlying Shares subject to the Award are delivered to Participant. Participant will forfeit all rights to any Dividend Equivalent Units that relate to Shares that do not vest and are forfeited.
9. Non-Transferability of Award. Subject to any valid deferral election permitted by the Committee, until the Shares have been issued under this Award, the Shares issuable hereunder (and any related Dividend Equivalent Units) and the rights and privileges conferred hereby may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated by operation of law or otherwise (except as permitted by the Plan). Any attempt to do so contrary to the provisions hereof shall be null and void.
10. Conditions to Issuance of Shares. The Shares deliverable to Participant hereunder may be either previously authorized but unissued Shares or issued Shares which have been reacquired by the Company. The Company shall not be required to issue any certificate or certificates for Shares prior to fulfillment of all of the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Shares under any state or federal law or under the rulings and regulations of the U.S. Securities and Exchange Commission (“SEC”) or any other governmental regulatory body, which the Committee shall, in its discretion, deem necessary or advisable; and (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Committee shall, in its discretion, determine to be necessary or advisable.
11. No Rights as Shareholder. Except as provided in Sections 8 and 14, Participant shall not have voting, dividend or any other rights as a shareholder of the Company with respect to the unvested Shares. Upon settlement of the Award into Shares, Participant will obtain full voting and other rights as a shareholder of the Company with respect to such Shares.
12. Administration. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon Participant, the Company, and all other interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Agreement.
13. Fractional Shares. When any provision of this Agreement would entitle Participant to receive a fractional share, such fractional share will be issued, unless otherwise determined by the Committee. The Committee may determine that cash, other securities or other property will be paid or transferred in lieu of
any fractional shares, or that such fractional shares or any rights to fractional shares will be canceled, terminated or otherwise eliminated.
14. Adjustments in Capital Structure. In the event of a change in corporate capitalization as described in Section 18 of the Plan, the Committee shall make appropriate adjustments to the number and class of Shares or other stock or securities subject to the Award. The Committee’s adjustments shall be effective and final, binding and conclusive for all purposes of this Agreement.
15. Taxes. Regardless of any action the Company or a Subsidiary that employs Participant (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by him or her is and remains Participant’s responsibility and that the Company and/or the Employer: (a) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the grant or vesting of the Shares subject to this Award (and any Shares with respect to related Dividend Equivalent Units), the subsequent sale of Shares acquired pursuant to such vesting and receipt of any dividends; and (b) do not commit to structure the terms of the grant or any aspect of this Award to reduce or eliminate Participant’s liability for Tax-Related Items. Upon the vesting and delivery of Shares subject to this Award (including any Shares with respect to related Dividend Equivalent Units), Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for sale of Shares that Participant acquires to meet the withholding obligations for Tax-Related Items, and/or (ii) satisfy such obligations in Shares, provided that the amount to be withheld may not exceed the federal, state, local and foreign tax withholding obligations associated with the Award to the extent needed for the Company to treat the Award as an equity award for accounting purposes and to comply with applicable tax withholding rules. In addition, Participant shall pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares if Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items.
16. Participant Acknowledgments and Agreements. By accepting the grant of this Award, Participant acknowledges and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement; (b) the grant of this Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares, or benefits in lieu of Shares, even if Shares have been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company and the Committee; (d) Participant’s participation in the Plan shall not create a right of future employment with the Company and shall not interfere with the ability of the Company to terminate Participant’s employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; (e) Participant is participating voluntarily in the Plan; (f) this Award is an extraordinary item that is outside the scope of Participant’s employment contract, if any; (g) this Award is not part of Participant’s normal or expected compensation or salary for any purposes, including but not limited to calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (h) in the event Participant is not an employee of the Company, this Award will not be interpreted to form an
employment contract or relationship with the Company; (i) the value of the Shares may increase or decrease in value and the future value of the underlying Shares cannot be predicted; (j) in consideration of the grant of this Award, no claim or entitlement to compensation or damages shall arise from termination of this Award or diminution in value of Shares subject to the Award resulting from termination of Participant’s employment by the Company (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, Participant shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (k) in the event of involuntary termination of employment (whether or not in breach of local labor laws), Participant’s right to vest in the Award and receive any Shares will terminate effective as of the date that Participant is no longer employed (except as expressly provided in Section 3(c)) and will not be extended by any notice period mandated under local statute, contract or common law; the Committee shall have the exclusive discretion to determine when Participant is no longer employed for purposes of this Award.
17. Consent for Accumulation and Transfer of Data. Participant consents to the accumulation and transfer of data concerning him or her and the Award to and from the Company (and its Subsidiaries) and Fidelity Stock Plan Services LLC (“Fidelity”), or such other agent as may administer the Plan on behalf of the Company from time to time. In addition, Participant understands that the Company and its Subsidiaries hold certain personal information about Participant, including but not limited to his or her name, home address, telephone number, date of birth, social security number, salary, nationality, job title, and details of all grants or awards, vested, unvested, or expired (the “personal data”). Certain personal data may also constitute “sensitive personal data” within the meaning of applicable local law. Such data include but are not limited to information described above and any changes thereto and other appropriate personal and financial data about Participant. Participant hereby provides explicit consent to the Company and its Subsidiaries to process any such personal data and sensitive personal data. Participant also hereby provides explicit consent to the Company and its Subsidiaries to transfer any such personal data and sensitive personal data outside the country in which Participant is employed, and to the United States or other jurisdictions. The legal persons for whom such personal data are intended are the Company and its Subsidiaries, Fidelity, and any company providing services to the Company in connection with compensation planning purposes or the administration of the Plan.
18. Plan Information. Participant agrees to receive copies of the Plan, the Plan prospectus and other Plan information, including information prepared to comply with laws outside the United States, from the Plan website at www.netbenefits.com and shareholder information, including copies of any annual report, proxy statement, Form 10-K, Form 10-Q, Form 8-K and other information filed with the SEC, from the investor relations section of the Equifax website at www.equifax.com. Participant acknowledges that copies of the Plan, Plan prospectus, Plan information and shareholder information are available upon written or telephonic request to the Company’s Corporate Secretary.
19. Plan Incorporated by Reference; Conflicts. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. Notwithstanding the foregoing, nothing in the Plan or this Agreement shall affect the validity or interpretation of any duly authorized written agreement between the Company and Participant under which an Award properly granted under and pursuant to the Plan serves as any part of the consideration furnished to Participant. If provisions of the Plan and this Agreement conflict, the Plan provisions will govern.
20. Participant Bound by Plan. Participant acknowledges receiving, or being provided with access to, a prospectus describing the material terms of the Plan, and agrees to be bound by all the terms and conditions of the Plan. Except as limited by the Plan or this Agreement, this Agreement is binding on and extends to the legatees, distributees and personal representatives of Participant and the successors of the Company.
21. Governing Law. This Agreement has been made in and shall be construed under and in accordance with the laws of the State of Georgia, USA, without regard to conflict of law provisions.
22. Translations. If Participant has received this or any other document related to the Plan translated into any language other than English and if the translated version is different than the English version, the English version will control.
23. Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
24. Section 409A.
(a) General. To the extent that the requirements of Section 409A are applicable to this Award, it is the intention of both the Company and Participant that the benefits and rights to which Participant could be entitled pursuant to this Agreement comply with or be exempt from Section 409A, and the provisions of this Agreement shall be construed in a manner consistent with that intention. The Plan and any award agreements issued thereunder may be amended in any respect deemed by the Committee to be necessary in order to preserve compliance with Section 409A.
(b) No Representations as to Section 409A Compliance. Notwithstanding the foregoing, the Company makes no representation to Participant that the Award and any Shares issued pursuant to this Agreement are exempt from, or satisfy, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless Participant or any beneficiary for any tax, additional tax, interest or penalties that Participant or any beneficiary may incur in the event that any provision of this Agreement, or any amendment or modification thereof or any other action taken with respect thereto is deemed to violate any of the requirements of Section 409A.
(c) Six Month Delay for Specified Participants.
(i) To the extent applicable, if Participant is a “Specified Employee” (as defined below), then no payment or benefit that is payable on account of Participant’s “separation from service” (as determined by the Company in accordance with Section 409A) shall be made before the date that is six months and one day after Participant’s “separation from service” (or, if earlier, the date of Participant’s death) if and to the extent that such payment or benefit constitutes deferred compensation (or may be nonqualified deferred compensation) under Section 409A and such deferral is required to comply with the requirements of Section 409A. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.
(ii) For purposes of this provision, the determination of whether Participant is a “Specified Employee” at the time of his or her separation from service from the Company (or any person or entity with whom the Company would be considered a single employer under Section
414(b) or Section 414(c) of the Code, applying the 20 percent common ownership standard) shall be made in accordance with the rules under Section 409A.
(d) No Acceleration of Payments. Neither the Company nor Participant, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A.
(e) Termination of Employment. Any provisions of this Agreement that provide for payment of compensation that is subject to Section 409A and that has payment triggered by Participant’s termination of employment other than on account of death shall be deemed to provide for payment that is triggered only by Participant’s “separation from service” within the meaning of Treasury Regulation Section §1.409A-1(h).
25. Participant Confidentiality, Non-Competition, Non-Solicitation and Assignment Agreement. In consideration for the Award that Participant is receiving under this Agreement, Participant agrees to and is bound by the terms of the Participant Confidentiality, Non-Competition, Non-Solicitation and Assignment Agreement, attached hereto as Appendix A.
26. 30 Days to Accept Agreement. Participant shall have 30 days to accept this Agreement. Participant’s Award will be forfeited if this Agreement is not accepted by Participant within 30 days of receipt of email notification from Fidelity including a link to view and accept the Agreement.
[Signature page follows.]
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PARTICIPANT | | EQUIFAX INC. | | |
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| By: | | | |
(Signature) | | Name: Mark W. Begor | | |
| | Title: Chief Executive Officer | | |
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| | | | |
(Printed Name) | | | | |
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(Revised Feb. 2026)
APPENDIX B
VESTING SCHEDULE
| | | | | |
Vesting Date | Number or Percentage of Shares Vesting on Vesting Date |
[3rd Anniversary of Grant Date] | 100% |
EQUIFAX INC. 2023 OMNIBUS INCENTIVE PLAN
PERFORMANCE SHARE AWARD AGREEMENT (ADJUSTED EBITDA):
[2026] – [2028] Performance Period
EMPLOYEE NAME
Target Number of Shares Subject to Award: [ ]
Grant Date: [ ]
Pursuant to the Equifax Inc. 2023 Omnibus Incentive Plan, effective May 4, 2023 (the “Plan”), Equifax Inc., a Georgia corporation (the “Company”), has granted the above-named participant (“Participant”) Performance Shares (the “Award”) entitling Participant to earn such number of shares of Company common stock (the “Shares”) as is set forth above, as may be increased or decreased as provided in this agreement (this “Agreement”), on the terms and conditions set forth in this Agreement and the Plan. Capitalized terms used in this Agreement and not defined herein shall have the meanings set forth in the Plan.
1. Grant Date. The Award is granted to Participant on the Grant Date set forth above and represents the right to receive Shares (and any related Dividend Equivalent Units) subject to the Award by satisfaction of the performance goals (the “Performance Goals”) set forth in Section 3 of this Agreement. Participant may earn 0% to 200% of the Target Award, depending on the Company’s (i) year-over-year growth in Adjusted EBITDA (as defined below) over the Performance Period and (ii) relative three-year cumulative average quarterly TSR performance for the Performance Period, each as set forth in Section 3.
2. Vesting. Subject to earlier vesting in accordance with Sections 4 or 5 below, the Shares (and any related Dividend Equivalent Units) will become vested on the later of the third anniversary of the Grant Date or the date on which the Committee certifies the attainment of the Performance Goals (the “Vesting Date”) in accordance with the provisions of Section 3 below. Prior to the Vesting Date, the Shares (and any related Dividend Equivalent Units) subject to the Award shall be nontransferable and, except as otherwise provided herein, shall be forfeited immediately following Participant’s termination of employment with the Company. Prior to the Vesting Date, the Award shall not be earned by Participant’s performance of services and there shall be no such vesting of the Award. Subject to the terms of the Plan, the Committee reserves the right in its sole discretion to waive or reduce the vesting requirements. Participant acknowledges that the opportunity to obtain the Shares represents valuable consideration, regardless of whether the Shares actually vest.
3. Payment of Performance Shares.
(a) In General. The performance period for this Award begins on January 1, [2026] and ends on December 31, [2028] (the “Performance Period”). The percentage of the Award earned and paid will be as certified by the Committee as soon as practicable (and no later than the 15th day of the third month) following the end of the Performance Period with such percentage determined by (i) averaging the Annual Payout Percentages attained for the three calendar years that comprise the Performance Period based upon the growth in Adjusted EBITDA for each such calendar year, multiplied by (ii) the TSR Modifier (as defined below), each as more fully described in subsection (b) below. The “Annual Payout
Percentage” for each calendar year during the Performance Period will be determined using the following tables:
Performance Matrix for CY [2026]
| | | | | | | | |
Degree of Performance Attainment | Adjusted EBITDA for CY [2026] | Annual Payout Percentage(1) |
Maximum or Above | $[ ] | 200% |
Target | $[ ] | 100% |
Threshold | $[ ] | 50% |
(1)If Adjusted EBITDA for CY [2026] is between the threshold and target, or between the target and maximum, performance levels shown in the table above, then the Annual Payout Percentage shall be determined based on straight line interpolation. For the avoidance of doubt, if Adjusted EBITDA for CY [2026] is achieved below the threshold performance level shown in the table above, then the Annual Payout Percentage shall be 0%.
Performance Matrix for CY [2027]
| | | | | | | | |
Degree of Performance Attainment | Annual Adjusted EBITDA Growth for CY [2027] | Annual Payout Percentage(1) |
Maximum or Above | 9.5% | 200% |
Target | 6.0% | 100% |
Threshold | 0% | 50% |
(1)If Annual Adjusted EBITDA Growth for CY [2027] is achieved between the threshold and target, or between the target and maximum, performance levels shown in the table above, then the Annual Payout Percentage shall be determined based on straight line interpolation. For the avoidance of doubt, if Annual Adjusted EBITDA Growth for CY [2027] is achieved below the threshold performance level shown in the table above, then the Annual Payout Percentage shall be 0%.
Performance Matrix for CY [2028]
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Degree of Performance Attainment | Annual Adjusted EBITDA Growth for CY [2028] | Annual Payout Percentage(1) |
Maximum or Above | 9.5% | 200% |
Target | 6.0% | 100% |
Threshold | 0% | 50% |
(1)If Annual Adjusted EBITDA Growth for CY [2028] is achieved between the threshold and target, or between the target and maximum, performance levels shown in the table above, then the Annual Payout Percentage shall be determined based on straight line interpolation. For the avoidance of doubt, if Annual Adjusted EBITDA Growth for CY [2028] is achieved below the threshold performance level shown in the table above, then the Annual Payout Percentage shall be 0%.
The “TSR Modifier” will be determined using the following table:
| | | | | |
TSR Percentile | TSR Modifier |
Above 75th percentile | 120% |
25th to 75th percentile | 100% |
Below 25th percentile | 80% |
(b) Performance Shares Payable. The number of Performance Shares payable is equal to the product of (i) the Target Award multiplied by (ii) the Adjusted EBITDA Performance Multiplier (as defined below) and further multiplied by (iii) the TSR Modifier, rounded down to the nearest whole share; provided, however, the number of Performance Shares payable may not exceed 200% of the Target Award. Payment will be made in Shares. For an illustration of this calculation, see the Hypothetical Example below, which assumes that Participant remained employed with the Company through the Vesting Date.
Hypothetical Example: [2026]-[2028] Performance Period
| | | | | |
Year | Annual Payout Percentage (based on Adjusted EBITDA for CY [2026] and Annual Adjusted EBITDA Growth for CY [2027] and CY [2028]) |
[2026] Calendar Year | 110% |
[2027] Calendar Year | 95% |
[2028] Calendar Year | 104% |
Adjusted EBITDA Performance Multiplier(1) (average of the Annual Payout Percentages for the three calendar years) | 103% |
| | | | | |
TSR Percentile | 76th |
TSR Modifier | 120% |
(1)The number of Performance Shares that would be payable in this hypothetical example is equal to the Target Award multiplied by 103% (for the Adjusted EBITDA Performance Multiplier) and further multiplied by 120% (for the TSR Modifier).
(c) Withholding. As provided in Section 16 below, the Company shall withhold Shares having a Fair Market Value on the date the tax is to be determined for federal, state, local and other withholding taxes with respect to any taxable event arising as a result of this Agreement.
(d) Timing of Payout. Payout of the Award will be made to Participant as provided in Section 8 following the Vesting Date and certification of performance by the Committee.
(e) Certain Definitions.
“Adjusted EBITDA” means the Company’s Adjusted EBITDA as publicly reported in the Company’s quarterly earnings release announcing full year results, as further adjusted by the Compensation Committee as it deems appropriate to eliminate the effects of any unusual, one-time, atypical or infrequent items of gain, loss, income or expense occurring during the Performance Period that would distort the financial performance of the Company.
“Annual Adjusted EBITDA Growth” means the percentage increase in Adjusted EBITDA for the [2027] calendar year or the [2028] calendar year, as applicable. For purposes of the [2027] calendar year and the [2028] calendar year, the beginning point for measurement of Annual Adjusted EBITDA Growth shall be actual Adjusted EBITDA for the [2026] calendar year and the [2027] calendar year, respectively, as measured in accordance with this Agreement.
“Adjusted EBITDA Performance Multiplier” means the percentage, from 0% to 200%, that will be applied to the Target Award to determine the number of Performance Shares that shall be payable hereunder. The Adjusted EBITDA Performance Multiplier shall be equal to the average of the Annual Payout Percentages for each of CY [2026], CY [2027] and CY [2028]; provided, however, if the Adjusted EBITDA Performance Multiplier is calculated at the time of a Change of Control pursuant to Section 5(a) or Section 5(b), as applicable, then the calculation shall be modified as set forth in Section 5(a) or Section 5(b), as applicable.
“CY [2026]” or “[2026] calendar year” means the twelve-month period commencing on January 1, [2026] and ending on December 31, [2026].
“CY [2027]” or “[2027] calendar year” means the twelve-month period commencing on January 1, [2027] and ending on December 31, [2027].
“CY [2028]” or “[2028] calendar year” means the twelve-month period commencing on January 1, [2028] and ending on December 31, [2028].
“S&P 500” generally means the companies constituting the Standard & Poor’s 500 Index as of the beginning of the Performance Period (including the Company) and which continue to be actively traded under the same ticker symbol on an established securities market though the end of the Performance Period. A component company of the S&P 500 that is acquired at any time during the Performance Period (i.e., company and ticker symbol disappear) will be eliminated from the S&P 500 for the entire Performance Period. A component company of the S&P 500 filing for bankruptcy protection (and thus no longer publicly traded) at any time during the Performance Period will be deemed to remain in the S&P 500 (at an assumed TSR of minus 100%).
“Target Award” means the Target Number of Shares Subject to Award specified at the beginning of this Agreement.
“Total Shareholder Return” or “TSR” means with respect to the Company or other S&P 500 component company: the change in the closing market price of its common stock (as quoted in the principal market on which it is traded) during the period commencing on the last business day immediately preceding the start of the Performance Period and ending on and including the last business day of the applicable quarter (or, if applicable, the date of a Change in Control), plus dividends and other
distributions paid on such common stock during the portion of the Performance Period ending on and including the last business day of the applicable quarter (or, if applicable, the date of a Change in Control), divided by the closing market price of its common stock on the last business day immediately preceding the Performance Period. The TSR for the common stock of the Company and an S&P 500 component company shall be adjusted to take into account stock splits, reverse stock splits, and special dividends that occur during the Performance Period, and assumes that all cash dividends and cash distributions are immediately reinvested in common stock of the entity using the closing market price on the dividend payment date.
“TSR Percentile” means the average of the Company’s cumulative TSR Percentile Rank through each of the last four quarters of the Performance Period. For an illustration of this calculation, see the Hypothetical Example below, which assumes that Participant remained employed with the Company through the Vesting Date.
Hypothetical Example: [2026]-[2028] Performance Period
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| [2026] | [2027] | [2028] |
Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 |
Cumulative TSR Percentile Rank from January 1, [2026] through: | 61st | 57th | 72nd | 69th | 70th | 62nd | 54th | 52nd | 87th | 71st | 69th | 77th |
TSR Percentile (Average Cumulative TSR Percentile Rank of Last 4 Quarters) | 76th |
4. Termination of Employment Events. Participant’s unvested Shares subject to the Award shall become vested and nonforfeitable to the extent provided below in the event of Participant’s termination of employment with the Company prior to the Vesting Date. For purposes of this Agreement, employment with any Subsidiary of the Company shall be considered employment with the Company and a termination of employment shall mean a termination of employment with the Company and each Subsidiary by which Participant is employed.
(a) Death. If, during the Performance Period, Participant’s termination of employment results from Participant’s death, then all unvested Shares subject to the Award shall immediately become vested and nonforfeitable as of the date of Participant’s death and payout of the Shares shall be made as provided in Section 8 at the Target Award payout level (100%) to Participant’s designated beneficiary as soon as practicable after the date of death. If, after the end of the Performance Period and prior to the Vesting Date, Participant’s termination of employment results from Participant’s death, then, for purposes of determining the number of Shares Participant’s designated beneficiary is entitled to receive under this Award, the Award shall be treated as if Participant had continued to remain employed through the Vesting Date, with vesting and payout of Shares based upon the performance results as and when determined by the Committee under Section 3. Payout of the Shares pursuant to the previous sentence shall be made to Participant’s designated beneficiary at the time provided in Section 3(d) and Section 8.
(b) Disability. If, during the Performance Period, Participant’s employment ends as a result of Disability (as such term is defined in the Plan), then all unvested Shares subject to the Award shall
become vested and nonforfeitable at the Target Award payout level (100%) as of the date of Participant’s termination of employment, and payout of the Shares shall be made as provided in Section 8. If, after the end of the Performance Period and prior to the Vesting Date, Participant’s employment ends as a result of Disability, then, for purposes of determining the number of Shares Participant is entitled to receive under this Award, Participant shall be treated as if Participant had continued to remain employed through the Vesting Date, with vesting and payout of Shares based upon the performance results as and when determined by the Committee under Section 3. Payout of the Shares pursuant to the previous sentence shall be made at the time provided in Section 3(d) and Section 8.
(c) Retirement. Except in the event of a termination for Cause (as defined below), if, prior to the Vesting Date, Participant’s termination of employment results from Participant’s Retirement (as such term is defined in the Plan) from the Company, for purposes of determining the number of Shares Participant is entitled to receive under this Award, Participant shall be treated as if Participant had continued to remain employed through the Vesting Date, with vesting and payout of Shares based upon the performance results as and when determined by the Committee under Section 3. For the avoidance of doubt, for purposes of the definition of “Retirement,” years of service shall not include pre-acquisition service with an acquired company. Payout of the Shares shall be made at the time provided in Section 3(d) and Section 8.
5. Change of Control.
(a) Double Trigger Change of Control. Subject to Section 5(b) below, if, subsequent to receiving a Replacement Award, Participant’s employment with the Company (or its successor in the Change of Control) is terminated on the date of the Change of Control or within the CIC Protection Period either by Participant for Good Reason or by the Company or successor (as applicable) other than for Cause, then the Replacement Award will vest and be paid out as follows: if at least one calendar year of performance during the Performance Period has been completed prior to the date of the Change of Control, the Shares shall be paid out based upon the Adjusted EBITDA Performance Multiplier calculated at the time of the Change of Control, provided that such calculation shall factor in the calendar years during the Performance Period that have been completed at the time of the Change of Control and the calendar year during which the Change of Control occurs, with the calendar year during which the Change of Control occurs being treated as a fully completed calendar year during which the Target Award payout level (100%) was achieved; otherwise, the Target Award payout level (100%) shall be used. Payment of the Shares shall be made as provided in Section 8.
(b) Single Trigger Change of Control. Notwithstanding Section 5(a) above, if, upon a Change of Control, Participant does not receive a Replacement Award, then all unvested Shares subject to the Award shall immediately become vested and nonforfeitable as of the date on which the Change of Control occurs; if at least one calendar year of performance during the Performance Period has been completed prior to the date of the Change of Control, the Shares shall be paid out based upon the Adjusted EBITDA Performance Multiplier calculated at the time of the Change of Control, provided that such calculation shall factor in the calendar years during the Performance Period that have been completed at the time of the Change of Control and the calendar year during which the Change of Control occurs, with the calendar year during which the Change of Control occurs being treated as a fully completed calendar year during which the Target Award payout level (100%) was achieved; otherwise, the Target Award payout level (100%) shall be used. Payment of the Shares shall be made as provided in Section 8; provided, however, if the Change of Control does not constitute a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the
Company as provided under Code Section 409A and the Treasury Regulations and other guidance promulgated or issued thereunder (“Section 409A”, and any such transaction, a “Section 409A Change of Control”), and if the Award constitutes deferred compensation under Section 409A, then the right to the Shares subject to the Award shall vest as of the date of the Change of Control but the payout of the Shares under Section 8 shall not occur until after the Vesting Date or other payment date specified in Section 8.
(c) Definition of “Cause”. For purposes of this Section 5, “Cause” shall have the meaning ascribed to such term in the CIC Plan. If Participant is not a participant in the CIC Plan, Cause shall have the meaning in Section 7 of this Agreement.
(d) Definition of “CIC Plan”. For purposes of this Section 5, “CIC Plan” shall mean the Equifax Inc. Change in Control Severance Plan, if Participant is a participant in such plan, or such other agreement, if any, between Participant and the Company which provides for the payment and provision of severance benefits to Participant if Participant’s employment is terminated under specified circumstances in connection with a change in control.
(e) Definition of “CIC Protection Period”. For purposes of this Section 5, “CIC Protection Period” shall mean the period of 24 months following the date of a Change of Control.
(f) Definition of “Good Reason”. For purposes of this Section 5, “Good Reason” shall have the meaning ascribed to such term in the CIC Plan. If Participant is not a participant in the CIC Plan, any reference in this Agreement to a termination for Good Reason shall be inapplicable.
(g) Definition of “Replacement Award”. For purposes of this Section 5, a “Replacement Award” means an award that is granted as an assumption or replacement of the Award and that has similar terms and conditions and preserves the same benefits as the Award it is replacing.
6. Recovery and Recoupment of Incentive Compensation. This Award shall be subject to the terms and conditions of the Company’s Policy on Recovery and Recoupment of Incentive Compensation, adopted effective March 5, 2018, as amended effective October 2, 2023, the Company’s Dodd-Frank Compensation Recovery Policy, effective October 2, 2023, and any other Company “clawback” or recoupment policy, and is further subject to the requirements of any applicable law with respect to the recoupment, recovery or forfeiture of incentive compensation. Participant hereby agrees to be bound by the requirements of this Section 6. The recoupment or recovery of such incentive compensation may be made by the Company or the Subsidiary that employed Participant.
7. Termination for Cause. If Participant’s employment with the Company is terminated for Cause, the Committee may, notwithstanding any other provision in this Agreement to the contrary, cancel, rescind, suspend, withhold or otherwise restrict or limit this Award as of the date of termination for Cause. Without limiting the generality of the foregoing, the Committee may also require Participant to pay to the Company any gain realized by Participant from the Shares subject to the Award during the period beginning six months prior to the date on which Participant engaged or began engaging in conduct that led to his or her termination for Cause. For purposes of this Agreement, “Cause” shall have the meaning ascribed to such term in the CIC Plan; provided, however, that if Participant is not a participant in the CIC Plan, termination for “Cause” means termination as a result of (a) the willful and continued failure by Participant to substantially perform his or her duties with the Company or any Subsidiary (other than a failure resulting from Participant’s incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Participant by his or her superior officer (or, if
Participant is the Company’s Chief Executive Officer, delivered by the Board) which specifically identifies the manner the officer (or, if applicable, the Board) believes that Participant has not substantially performed his or her duties, or (b) Participant’s willful misconduct which materially injures the Company or any Subsidiary, monetarily or otherwise. For purposes of this Section 7, Participant’s act, or failure to act, will not be considered “willful” unless the act or failure to act is not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company.
8. Payment Dates; Transfer of Vested Shares. Stock certificates (or appropriate evidence of ownership) representing the vested Shares, if any, and any Shares with respect to related Dividend Equivalent Units will be delivered to Participant (or, if permitted by the Company, to a party designated by Participant) on or as soon as practicable after the following payment dates, to the extent any Shares have vested as of such date pursuant to Sections 2 through 5 above: (a) the Vesting Date, (b) Participant’s death, (c) Participant’s termination of employment with the Company; or (d) the date of a Change of Control or a Section 409A Change of Control, as applicable; subject, in each case, if applicable, to Section 25. For the avoidance of doubt, only vested Shares are payable on each of the above payment dates; if, for example, no Shares are vested under Section 5(a) above on the date of a Section 409A Change of Control, then no Shares are payable on such payment date. As soon as practicable shall mean within 60 days of the applicable payment date, except that Shares vested and payable on the Vesting Date shall be paid no later than the 15th day of the third month following the end of the Performance Period. Notwithstanding the foregoing, if Participant has properly elected to defer delivery of the Shares pursuant to a plan or program of the Company, the Shares (and any Shares attributable to related Dividend Equivalent Units) shall be issued and delivered as provided in such plan or program. Notwithstanding anything to the contrary in this Agreement, any Shares issued to the Participant (or the Participant’s designated beneficiary) hereunder (net of any required withholding taxes), including any Shares that were subject to a deferral election, may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by Participant (or Participant’s designated beneficiary) prior to the second anniversary of the Vesting Date, other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company.
9. Dividend Equivalent Units. If any dividends are paid or other distributions are made on the Shares subject to the Award between the Grant Date and the date the Shares are transferred as provided in Section 8, Dividend Equivalent Units shall be credited to Participant, based on the Target Award shares and shall be deemed reinvested in additional Shares. Such Dividend Equivalent Units shall be paid to Participant in Shares at the same time as the underlying Shares subject to the Award are delivered to Participant and shall be adjusted based on the same payout percentage. Participant will forfeit all rights to any Dividend Equivalent Units that relate to Shares that do not vest and are forfeited.
10. Non-Transferability of Award. Subject to any valid deferral election permitted by the Committee, until the Shares have been issued under this Award, the Shares issuable hereunder (and any related Dividend Equivalent Units) and the rights and privileges conferred hereby may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated by operation of law or otherwise (except as permitted by the Plan). Any attempt to do so contrary to the provisions hereof shall be null and void.
11. Conditions to Issuance of Shares. The Shares deliverable to Participant hereunder may be either previously authorized but unissued Shares or issued Shares which have been reacquired by the Company.
The Company shall not be required to issue any certificate or certificates for Shares prior to fulfillment of all of the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Shares under any state or federal law or under the rulings and regulations of the U.S. Securities and Exchange Commission (“SEC”) or any other governmental regulatory body, which the Committee shall, in its discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Committee shall, in its discretion, determine to be necessary or advisable; and (d) the lapse of such reasonable period of time following the grant of the Shares as the Committee may establish from time to time for reasons of administrative convenience.
12. No Rights as Shareholder. Except as provided in Sections 9 and 15, Participant shall not have voting, dividend or any other rights as a shareholder of the Company with respect to the unvested Shares. Upon settlement of the Award into Shares, Participant will obtain full voting and other rights as a shareholder of the Company with respect to such Shares.
13. Administration. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon Participant, the Company, and all other interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Agreement.
14. Fractional Shares. When any provision of this Agreement would entitle Participant to receive a fractional share, such fractional share will be issued, unless otherwise determined by the Committee. The Committee may determine that cash, other securities or other property will be paid or transferred in lieu of any fractional shares, or that such fractional shares or any rights to fractional shares will be canceled, terminated or otherwise eliminated.
15. Adjustments in Capital Structure. In the event of a change in corporate capitalization as described in Section 18 of the Plan, the Committee shall make appropriate adjustments to the number and class of Shares or other stock or securities subject to the Award. The Committee’s adjustments shall be effective and final, binding and conclusive for all purposes of this Agreement.
16. Taxes. Regardless of any action the Company or a Subsidiary that employs Participant (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by him or her is and remains Participant’s responsibility and that the Company and/or the Employer: (a) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the grant or vesting of the Shares subject to this Award (and any Shares with respect to related Dividend Equivalent Units), the subsequent sale of Shares acquired pursuant to such vesting and receipt of any dividends; and (b) do not commit to structure the terms of the grant or any aspect of this Award to reduce or eliminate Participant’s liability for Tax-Related Items. Upon the vesting and delivery of Shares subject to this Award (including any Shares with respect to related Dividend Equivalent Units), Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively,
or in addition, if permissible under local law, the Company may (i) sell or arrange for sale of Shares that Participant acquires to meet the withholding obligations for Tax-Related Items, and/or (ii) satisfy such obligations in Shares, provided that the amount to be withheld may not exceed the federal, state, local and foreign tax withholding obligations associated with the Award to the extent needed for the Company to treat the Award as an equity award for accounting purposes and to comply with applicable tax withholding rules. In addition, Participant shall pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares if Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items.
17. Participant Acknowledgments and Agreements. By accepting the grant of this Award, Participant acknowledges and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement; (b) the grant of this Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares, or benefits in lieu of Shares, even if Shares have been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company and the Committee; (d) Participant’s participation in the Plan shall not create a right of future employment with the Company and shall not interfere with the ability of the Company to terminate Participant’s employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; (e) Participant is participating voluntarily in the Plan; (f) this Award is an extraordinary item that is outside the scope of Participant’s employment contract, if any; (g) this Award is not part of Participant’s normal or expected compensation or salary for any purposes, including but not limited to calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (h) in the event Participant is not an employee of the Company, this Award will not be interpreted to form an employment contract or relationship with the Company; (i) the value of the Shares may increase or decrease in value and the future value of the underlying Shares cannot be predicted; (j) in consideration of the grant of this Award, no claim or entitlement to compensation or damages shall arise from termination of this Award or diminution in value of Shares subject to the Award resulting from termination of Participant’s employment by the Company (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, Participant shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (k) in the event of involuntary termination of employment (whether or not in breach of local labor laws), Participant’s right to vest in the Award and receive any Shares will terminate effective as of the date that Participant is no longer employed (except as provided in Section 4(c)) and will not be extended by any notice period mandated under local statute, contract or common law; the Committee shall have the exclusive discretion to determine when Participant is no longer employed for purposes of this Award.
18. Consent for Accumulation and Transfer of Data. Participant consents to the accumulation and transfer of data concerning him or her and the Award to and from the Company (and its Subsidiaries) and Fidelity Stock Plan Services LLC (“Fidelity”), or such other agent as may administer the Plan on behalf of the Company from time to time. In addition, Participant understands that the Company and its Subsidiaries hold certain personal information about Participant, including but not limited to his or her name, home address, telephone number, date of birth, social security number, salary, nationality, job title,
and details of all grants or awards, vested, unvested, or expired (the “personal data”). Certain personal data may also constitute “sensitive personal data” within the meaning of applicable local law. Such data include but are not limited to information described above and any changes thereto and other appropriate personal and financial data about Participant. Participant hereby provides explicit consent to the Company and its Subsidiaries to process any such personal data and sensitive personal data. Participant also hereby provides explicit consent to the Company and its Subsidiaries to transfer any such personal data and sensitive personal data outside the country in which Participant is employed, and to the United States or other jurisdictions. The legal persons for whom such personal data are intended are the Company and its Subsidiaries, Fidelity, and any company providing services to the Company in connection with compensation planning purposes or the administration of the Plan.
19. Plan Information. Participant agrees to receive copies of the Plan, the Plan prospectus and other Plan information, including information prepared to comply with laws outside the United States, from the Plan website at www.netbenefits.com and shareholder information, including copies of any annual report, proxy statement, Form 10-K, Form 10-Q, Form 8-K and other information filed with the SEC, from the investor relations section of the Equifax website at www.equifax.com. Participant acknowledges that copies of the Plan, Plan prospectus, Plan information and shareholder information are available upon written or telephonic request to the Company’s Corporate Secretary.
20. Plan Incorporated by Reference; Conflicts. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. Notwithstanding the foregoing, nothing in the Plan or this Agreement shall affect the validity or interpretation of any duly authorized written agreement between the Company and Participant under which an Award properly granted under and pursuant to the Plan serves as any part of the consideration furnished to Participant. If provisions of the Plan and this Agreement conflict, the Plan provisions will govern.
21. Participant Bound by Plan. Participant acknowledges receiving, or being provided with access to, a prospectus describing the material terms of the Plan, and agrees to be bound by all the terms and conditions of the Plan. Except as limited by the Plan or this Agreement, this Agreement is binding on and extends to the legatees, distributees and personal representatives of Participant and the successors of the Company.
22. Governing Law. This Agreement has been made in and shall be construed under and in accordance with the laws of the State of Georgia, USA without regard to conflict of law provisions.
23. Translations. If Participant has received this or any other document related to the Plan translated into any language other than English and if the translated version is different than the English version, the English version will control.
24. Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
25. Section 409A.
(a) General. To the extent that the requirements of Section 409A are applicable to this Award, it is the intention of both the Company and Participant that the benefits and rights to which Participant could be entitled pursuant to this Agreement comply with or be exempt from Section 409A, and the provisions of this Agreement shall be construed in a manner consistent with that intention. The Plan and any award agreements issued thereunder may be amended in any respect deemed by the Committee to be necessary in order to preserve compliance with Section 409A.
(b) No Representations as to Section 409A Compliance. Notwithstanding the foregoing, the Company makes no representation to Participant that the Award and any Shares issued pursuant to this Agreement are exempt from, or satisfy, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless Participant or any beneficiary for any tax, additional tax, interest or penalties that Participant or any beneficiary may incur in the event that any provision of this Agreement, or any amendment or modification thereof or any other action taken with respect thereto is deemed to violate any of the requirements of Section 409A.
(c) Six Month Delay for Specified Participants.
(i) To the extent applicable, if Participant is a “Specified Employee” (as defined below), then no payment or benefit that is payable on account of Participant’s “separation from service” (as determined by the Company in accordance with Section 409A) shall be made before the date that is six months and one day after Participant’s “separation from service” (or, if earlier, the date of Participant’s death) if and to the extent that such payment or benefit constitutes deferred compensation (or may be nonqualified deferred compensation) under Section 409A and such deferral is required to comply with the requirements of Section 409A. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.
(ii) For purposes of this provision, the determination of whether Participant is a “Specified Employee” at the time of his or her separation from service from the Company (or any person or entity with whom the Company would be considered a single employer under Section 414(b) or Section 414(c) of the Code, applying the 20 percent common ownership standard) shall be made in accordance with the rules under Section 409A.
(d) No Acceleration of Payments. Neither the Company nor Participant, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A.
(e) Termination of Employment. Any provisions of this Agreement that provide for payment of compensation that is subject to Section 409A and that has payment triggered by Participant’s termination of employment other than on account of death shall be deemed to provide for payment that is triggered only by Participant’s “separation from service” within the meaning of Treasury Regulation Section §1.409A-1(h).
26. Participant Confidentiality, Non-Competition, Non-Solicitation and Assignment Agreement. In consideration for the Award that Participant is receiving under this Agreement, Participant agrees to and is bound by the terms of the Participant Confidentiality, Non-Competition, Non-Solicitation and Assignment Agreement, attached hereto as Appendix A.
27. 30 Days to Accept Agreement. Participant shall have 30 days to accept this Agreement. Participant’s Award will be forfeited if this Agreement is not accepted by Participant within 30 days of receipt of email notification from Fidelity including a link to view and accept the Agreement.
[Signature page follows.]
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PARTICIPANT | | EQUIFAX INC. | | |
| | | | |
| By: | | | |
(Signature) | | Name: Mark W. Begor | | |
| | Title: Chief Executive Officer | | |
| | | | |
| | | | |
(Printed Name) | | | | |
| | | | |
| | | | |
(Revised Feb. 2026)
EXHIBIT 31.1
CERTIFICATIONS
I, Mark W. Begor, certify that:
| | | | | | | | |
| 1. | I have reviewed this quarterly report on Form 10-Q of Equifax Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| | | | | | | | |
| Date: | April 21, 2026 | /s/ Mark W. Begor |
| | Mark W. Begor |
| | Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATIONS
I, John W. Gamble, Jr., certify that:
| | | | | | | | |
| 1. | I have reviewed this quarterly report on Form 10-Q of Equifax Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have: |
| | a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| | b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| | c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| | d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| | a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| | b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| | | | | | | | |
| Date: | April 21, 2026 | /s/ John W. Gamble, Jr. |
| | John W. Gamble, Jr. |
| | Executive Vice President, Chief Financial Officer and Chief Operations Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U. S. C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Equifax Inc. (the “Company”) on Form 10-Q for the period ended April 21, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark W. Begor, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| | | | | | | | |
| Date: | April 21, 2026 | /s/ Mark W. Begor |
| | Mark W. Begor |
| | Chief Executive Officer |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U. S. C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Equifax Inc. (the “Company”) on Form 10-Q for the period ended April 21, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John W. Gamble, Jr., Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| | | | | | | | |
| Date: | April 21, 2026 | /s/ John W. Gamble, Jr. |
| | John W. Gamble, Jr. |
| | Executive Vice President, Chief Financial Officer and Chief Operations Officer |