What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-29 · 161 added, 163 removed, 1191 unchanged (21% of the section changed)

89 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition - Refer to Note 2 to the financial statements

Revenue Recognition - Software License Arrangements - Refer to Note 2 to the financial statements

The Company recognizes revenue upon transfer of control of promised products and/or services to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services.

18 unchanged sentences

• We evaluated management’s determination that software license pricing is highly variable by obtaining management’s highly variable analysis and performing the following:

• Testing the completeness of management’s analysis by tracing a selection of known data points from an independent internal source into the highly variable analysis.

• Testing the completeness of management’s analysis by tracing a selection of known data points from contracts into the highly variable analysis.

• Testing the accuracy of management’s analysis by selecting a sample of contracts from the highly variable analysis, obtaining the contract and price detail, and evaluating whether discounts were appropriately included in the analysis.

131 unchanged sentences

106,493 108,857 114,238

(1) The cost of revenue excludes charges for depreciation but includes amortization of purchased and developed software for resale.

(1) The cost of revenue excludes charges for depreciation and amortization.

The accompanying notes are an integral part of the consolidated financial statements.

29 unchanged sentences

Net income — — 121,509 — — 121,509

Other comprehensive loss — — — — ( 18,113 ) ( 18,113 )

Other comprehensive income

— — — — 8,190 8,190

Stock-based compensation — 24,547 — — — 24,547

5 unchanged sentences

Net income — — 203,118 — — 203,118

Other comprehensive income

Other comprehensive loss

— — — — ( 12,003 ) ( 12,003 )

60 unchanged sentences

( 238,000 ) ( 115,000 ) ( 75,000 )

Proceeds from term portion of credit agreement

Repayments of term portion of credit agreement

( 557,198 ) ( 73,031 ) ( 85,431 )

Payments on or proceeds from other debt, net

Payments on other debt, net

( 14,854 ) ( 16,766 ) ( 12,123 )

5 unchanged sentences

697 4,961 ( 2,037 )

Net increase (decrease) in cash and cash equivalents 24,149 30,530 ( 81,240 )

Net increase in cash and cash equivalents

26,197 24,149 30,530

Cash and cash equivalents, including settlement deposits, beginning of period 238,821 214,672 184,142

35 unchanged sentences

Accrued interest 8,810 9,172

Royalties payable 5,199 3,726

Other 41,271 51,022

50 unchanged sentences

Amortization of internal-use software is generally computed using the straight-line method over estimated useful lives of three to eight years .

Business Combinations

The Company applies the provisions of ASC 805, Business Combinations , in the accounting for its acquisitions.

It requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values.

Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the assets acquired and the liabilities assumed.

While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, its estimates are inherently uncertain and subject to refinement.

As a result, during the measurement period, which may be up to one year from the acquisition date, it records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.

Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations.

Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from customer relationships, covenants not to compete and acquired developed technologies, brand awareness and market position, as well as assumptions about the period of time the brand will continue to be used in our product portfolio, and discount rates.

Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

Other estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed.

ASC 820, Fair Value Measurements and Disclosures , (“ASC 820”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

57 unchanged sentences

Recently Issued Accounting Standards Not Yet Effective

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

ASU 2023-07 is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024, and early application is permitted.

The Company is currently assessing the impact the adoption of ASU 2023-07 will have on its segment reporting disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

1 unchanged sentence

The amendments in this update will require disclosure of more disaggregated information about a reporting entity's effective tax rate reconciliation and income taxes paid.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024, and early application is permitted for annual financial statements that have not yet been issued or made available for issuance.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024, and early application is permitted for annual

financial statements that have not yet been issued or made available for issuance.

The Company is currently assessing the impact the adoption of ASU 2023-09 will have on its income tax disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

The amendments in this update will require entities to provide disaggregated disclosures of specific expense categories underlying certain income statement expense line items on an annual and interim basis.

ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and early application is permitted for annual financial statements that have not yet been issued or made available for issuance.

The Company is currently assessing the impact that the adoption of ASU 2024-03 will have on its financial statement footnote disclosures.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , requiring public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis.

The Company adopted ASU 2023-07 during the year ended December 31, 2024.

See Note 10, Segment Information, in the accompanying notes to the consolidated financial statements.

Revenue Recognition

21 unchanged sentences

Payment terms for the Company’s software license arrangements generally include fixed license and capacity fees that are payable up front or over time.

These arrangements may also include incremental usage-based fees that are payable when the customer exceeds its contracted license capacity limits.

These arrangements may also include incremental usage-based fees that are payable when the

customer exceeds its contracted license capacity limits.

The Company accounts for capacity overages as a usage-based royalty that is recognized when the usage occurs.

42 unchanged sentences

The Company records an accrued receivable when revenue is recognized prior to invoicing and the Company’s right to consideration only requires the passage of time, or deferred revenue when revenue is recognized subsequent to invoicing.

Total receivables represent amounts billed and amounts earned that are to be billed in the future (i.e., accrued receivables).

Total receivables represent amounts billed and amounts earned that are to be billed in the future (i.e.

accrued receivables).

Included in accrued receivables are services and SaaS and PaaS revenues earned in the current period but billed in the following period and amounts due under multi-year software license arrangements with extended payment terms for which the Company has an unconditional right to invoice and receive payment subsequent to invoicing.

7 unchanged sentences

Total receivables, net $ 774,478 $ 766,320

No customer accounted for more than 10% of the Company’s consolidated receivables balance as of December 31, 2023.

One customer accounted for 10.1 % of the Company's consolidated receivables balance as of December 31, 2022.

No customer accounted for more than 10% of the Company’s consolidated receivables balance as of December 31, 2024 and December 31, 2023.

The Company maintains an allowance for doubtful accounts for expected future credit losses that is calculated based on historical experience, current economic trends, and expectations of near term economic trends.

5 unchanged sentences

$ ( 4,295 ) $ ( 3,779 ) $ ( 2,861 )

Provision (increase) decrease ( 526 ) ( 1,496 ) 1,125

Amounts written off, net of recoveries

Provision increase

( 325 ) ( 526 ) ( 1,496 )

Amounts written off, net of recoveries

Foreign currency translation adjustments and other

23 ( 33 ) 189

Balance, end of period

$ ( 1,758 ) $ ( 4,295 ) $ ( 3,779 )

Provision (increases) decreases recorded in general and administrative expense during the years ended December 31, 2023, December 31, 2022, and 2021, reflect adjustments in the allowance for doubtful accounts based upon collection experience, net of collection of customer-specific receivables that were previously reserved for as doubtful of collection.

Provision increases recorded in general and administrative expense during the years ended December 31, 2024, December 31, 2023, and 2022, reflect adjustments in the allowance for doubtful accounts based upon collection experience, net of collection of customer-specific receivables that were previously reserved for as doubtful of collection.

Deferred revenue includes amounts due or received from customers for software licenses, maintenance, services, and/or SaaS and PaaS services in advance of recording the related revenue.

3 unchanged sentences

Recognition of deferred revenue

Divestiture ( 21,581 )

Foreign currency translation

15 unchanged sentences

As of December 31, 2024 and 2023, $ 2.0 million and $ 3.3 million of these costs are included in other current assets, respectively, and $ 9.9 million and $ 13.9 million of these costs are included in other noncurrent assets, respectively, on the consolidated balance sheets.

During the years ended December 31, 2023 and 2022, the Company recognized $ 8.7 million and $ 8.3 million of sales commission expense, respectively, related to the amortization of these costs, which is included in selling and marketing expense on the consolidated statements of operations.

During both of the years ended December 31, 2024 and 2023, the Company recognized $ 8.7 million of sales commission expense related to the amortization of these costs, which is included in selling and marketing expense on the consolidated statements of operations.

The Company capitalizes costs incurred to fulfill its contracts that:

1 unchanged sentence

Contract fulfillment costs are expensed as the Company transfers the related services to the customer.

As of both December 31, 2023 and 2022, less than $ 0.1 million of these costs are included in other current assets, and $ 9.7 million of these costs are included in other noncurrent assets on the consolidated balance sheets.

As of December 31, 2024 and 2023, less than $ 0.1 million of these costs are included in other current assets, and $ 9.4 million and $ 9.7 million of these costs are included in other noncurrent assets, respectively, on the consolidated balance sheets.

The amounts capitalized primarily relate to direct costs that enhance resources under the Company’s SaaS and PaaS arrangements.

During the years ended December 31, 2023 and 2022, the Company recognized $ 3.6 million and $ 3.1 million of expense, respectively, related to the amortization of these costs, which is included in cost of revenue on the consolidated statements of operations.

During both of the years ended December 31, 2024 and 2023, the Company recognized $ 3.6 million of expense related to the amortization of these costs, which is included in cost of revenue on the consolidated statements of operations.

Corporate Online Banking Solutions

3 unchanged sentences

During the year ended December 31, 2023 , the Company recognized a loss for the final post-closing adjustment pursuant to the definitive agreement of $ 0.5 million, which is recorded in other, net on the consolidated statements of operations.

The Company and OEP have also entered into a Transition Services Agreement ("TSA"), whereby the Company will continue to perform certain functions on OEP's behalf during a migration period.

The TSA is meant to reimburse the Company for direct costs in order to provide such functions, which are no longer generating revenue for the Company.

The Company and OEP also entered into a Transition Services Agreement ("TSA"), whereby the Company would continue to perform certain functions on OEP's behalf during a migration period, which ended in 2024.

The TSA was meant to reimburse the Company for direct costs in order to provide such functions, which are no longer generating revenue for the Company .

As of December 31, 2024, the Company had $ 70.0 million, $ 462.5 million, and $ 400.0 million outstanding under its Revolving Credit Facility, Term Loans, and Senior Notes, respectively, with up to $ 528.1 million of unused borrowings under the Revolving Credit Facility portion of the Credit Agreement, as amended, and up to $ 1.9 million of unused borrowings under the Letter of Credit agreements.

1 unchanged sentence

Credit Agreement

On April 5, 2019, the Company (and its wholly-owned subsidiaries, ACI Worldwide Corp.

and ACI Payments, Inc.

entered into the Second Amended and Restated Credit Agreement (the “Credit Agreement”), with the lenders, and Bank of America, N.A., as administrative agent for the lenders, to amend and restate the Company's existing agreement, as amended, dated February 24, 2017.

The amended Credit Agreement permitted the Company to borrow up to $ 500.0 million in the form of an additional senior secured term loan;

extended the revolver and the existing term loan maturity date from February 24, 2022, to April 5, 2024;

increased the maximum consolidated senior secured net leverage ratio covenant from 3.50 :1.00 to 3.75 :1.00;

and increased the maximum consolidated total net leverage ratio covenant from 4.25 :1.00 to 5.00 :1.00, with subsequent decreases occurring every three quarters thereafter for a specified period of time;

among other things.

On May 5, 2022, the Company and Bank of America entered into the LIBOR Transition Amendment (the "Amendment") that replaced the LIBOR reference rate with the Secured Overnight Financing Rate ("SOFR") reference rate.

No other terms or conditions of the Credit Agreement were changed as a result of the Amendment.

On April 28, 2023, the Company and Bank of America entered into the 2023 Extension Amendment to extend the term of the Credit Facility one year to April 5, 2025.

All other terms remained the same.

The Credit Agreement consists of (a) a five-year $ 500.0 million senior secured revolving credit facility (the “Revolving Credit Facility”), which includes sublimits for (1) the issuance of standby letters of credit and (2) swingline loans, (b) a five-year $ 279.0 million senior secured term loan facility (the “Initial Term Loan”) and (c) a five-year $ 500.0 million Delayed Draw Term Loan (together with the Initial Term Loan, the "Term Loans", and together with the Initial Term Loan and the Revolving Credit Facility, the “Credit Facility”).

The Credit Agreement also allows the Company to request optional incremental term loans and increases in the revolving commitment.

At the Company’s option, borrowings under the Credit Facility bear interest at an annual rate equal to either (a) a base rate determined by reference to the highest of (1) the annual interest rate publicly announced by the administrative agent as its Prime Rate, (2) the federal funds effective rate plus 1/2 of 1% or (3) SOFR rate determined by reference to the costs of funds for U.S.

dollar deposits for a one-month interest period, adjusted for certain additional costs plus 1 % or (b) SOFR rate determined by reference to the costs of funds for U.S.

dollar deposits for the interest period relevant to such borrowings, adjusted for certain additional costs plus an applicable margin.

Based on the calculation of the applicable consolidated total leverage ratio, the applicable margin for borrowings under the Credit Facility is between 0.25 % to 1.25 % with respect to base rate borrowings and between 1.25 % and 2.25 % with respect to SOFR rate borrowings.

On February 26, 2024, ACI Worldwide, Inc.

(the "Company") entered into a Refinance Amendment (the "Amendment") to the Second Amended and Restated Credit Agreement, dated as of April 5, 2019 (as amended, restated, supplemented or otherwise modified from time to time, including by the Amendment, the “Credit Agreement”) among the Company, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent and a lender, BofA Securities, Inc., PNC Capital Markets LLC, Wells Fargo Securities, LLC, and TD Securities (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners, and the other financial institutions party thereto.

The Amendment (i) provides a senior secured term loan facility (the “Term Loan Facility”) in an aggregate principal amount of $ 500 million, (ii) provides a senior secured revolving credit facility (the “Revolving Loan Facility” and together with the Term Loan Facility, the “Credit Facilities”) of up to $ 600 million, and (iii) extends the maturity date of the Facilities to February 26, 2029 (the “Maturity Date”), provided that if any of the Company’s 5.750 % Senior Notes due 2026 are outstanding on the date that is 91 days before the maturity thereof (the “Springing Maturity Date”), and the Company does not have sufficient liquidity as of such date, the Maturity Date will be the Springing Maturity Date.

The Revolving Loan Facility includes a $ 35 million sublimit for the issuance of standby letters of credit and a $ 20 million sublimit for swingline loans.

Amounts repaid under the Revolving Facility may be reborrowed.

Borrowings under the Credit Facilities bear interest at a rate equal to, at borrower's option, either (A) a base rate determined by reference to the highest of (1) the rate of interest per annum publicly announced by Bank of America as its prime rate, (2) the federal funds effective rate plus 0.5 %, (3) term Secured Overnight Financing Rate ("SOFR") plus 1 %, and (4) 1 % or (B) term SOFR for applicable interest period relevant to such borrowing, in each case plus an applicable margin.

The applicable margin for borrowings under the Credit Facilities is, based on the calculation of the applicable consolidated total leverage ratio, between 0.5 % to 1.5 % with respect to base rate borrowings and between 1.5 % and 2.5 % with respect to term SOFR rate borrowings.

Interest is due and payable monthly.

The interest rate in effect for the Credit Facility as of December 31, 2024, was 6.21 %.

The Company is also required to pay (a) a commitment fee related to the unutilized commitments under the Revolving Credit Facility, payable quarterly in arrears, (b) letter of credit fees on the maximum amount available to be drawn under all outstanding letters of credit in an amount equal to the applicable margin on SOFR rate borrowings under the Revolving Credit Facility on an annual basis, payable quarterly in arrears, and (c) customary fronting fees for the issuance of letters of credit fees and agency fees.

The Company’s obligations under the Credit Facility and cash management arrangements entered into with lenders under the Credit Facility (or affiliates thereof) and the obligations of the subsidiary guarantors are secured by first-priority security interests in substantially all assets of the Company and any guarantor, including 100 % of the capital stock of ACI Worldwide Corp.

and each domestic subsidiary of the Company, each domestic subsidiary of any guarantor, and 65 % of the voting capital stock of each foreign subsidiary of the Company that is directly owned by the Company or a guarantor, in each case subject to certain exclusions set forth in the credit documentation governing the Credit Facility.

The collateral agreement of the Credit Agreement, as amended, released the lien on certain assets of ACI Payments, Inc., our electronic bill presentment and payment affiliate, to allow ACI Payments, Inc.

to comply with certain eligible securities and unencumbered asset requirements related to money transmitter or transfer license rules and regulations.

The Credit Agreement contains a number of covenants that, among other things and subject to certain exceptions, restrict the Company’s and its subsidiaries' ability to:

create, incur, assume or suffer to exist any additional indebtedness;

create, incur, assume or suffer to exist any liens;

enter into agreements and other arrangements that include negative pledge clauses;

pay dividends on capital stock or redeem, repurchase or retire capital stock or subordinated indebtedness;

create restrictions on the payment of dividends or other distributions by subsidiaries;

make investments, loans, advances and acquisitions;

merge, consolidate or enter into any similar combination or sell assets, including equity interests of the subsidiaries;

enter into sale and leaseback transactions;

directly or indirectly engage in transactions with affiliates;

alter in any material respect the character or conduct of the business;

enter into amendments of or waivers under subordinated indebtedness, organizational documents and certain other material agreements;

and hold certain assets and incur certain liabilities.

On February 26, 2024, the Company entered into a Refinance Amendment (the “Amendment”) to the Second Amended and Restated Credit Agreement, dated as of April 5, 2019 (as amended, restated, supplemented or otherwise modified from time to time, including by the Amendment, the “Credit Agreement”) with ACI Worldwide Corp and ACI Payments, Inc.

as co-borrowers, the lenders, and Bank of America N.A, as administrative agent and lender.

The Amendment, among other things, (i) provides a senior secured term loan facility in an aggregate principal amount of $ 500 million, (ii) provides a senior secured revolving credit facility in an aggregate principal amount of $ 600 million, and (iii) extends the maturity date of the Facilities to February 26, 2029.

The proceeds of the borrowings under the Amendment, together with cash on hand, were used to refinance all outstanding borrowings and replace all existing revolving commitments under the Credit Agreement immediately prior to the date of the Amendment and will be used to provide ongoing working capital and for other general corporate purposes.

The Company is also required to pay customary fees under the Credit Facilities, including (a) a commitment fee related to the unutilized commitments under the Revolving Credit Facility, (b) letter of credit fees including fronting fees and commissions on the maximum amount available to be drawn under all outstanding letters of credit, and (c) agency fees.

The Company’s subsidiaries, ACI Worldwide Corp.

and ACI Payments, Inc.

are co-borrowers under the Credit Agreement.

The obligations of the borrowers under the Credit Facilities and the obligations of the Company and its subsidiaries under cash management arrangements entered into with lenders under the Credit Facilities (or affiliates thereof) are jointly and severally guaranteed by the Company and all of its existing and future material domestic subsidiaries, subject to certain exclusions.

The obligations of the borrowers in respect of the Credit Facilities are secured by first-priority security interests in substantially all assets of the borrowers, including 100 % of the capital stock of each domestic subsidiary of the borrower and 65 % of the voting capital stock of each foreign subsidiary that is directly owned by a borrower, in each case subject to certain exclusions set forth in the Credit Agreement.

The Credit Agreement contains financial covenants that require the Company to maintain, as of the end of any fiscal quarter, (i) a consolidated total net leverage ratio of less than or equal to 4.25 to 1.00, (ii) a consolidated senior secured net leverage ratio of less than or equal to 3.75 to 1.00, and (iii) a minimum consolidated interest coverage ratio of greater than or equal to 3.00 to 1.00, in each case subject to certain exclusions as set forth in the Credit Agreement.

Letters of Credit

1 unchanged sentence

These letters of credit typically have one-year terms and may include auto-renewal terms without notice of intent to terminate the agreement.

As of December 31, 2023, the Company had three letter of credit agreements outstanding for a total of $ 2.1 million.

As of December 31, 2024, the Company had two letter of credit agreements outstanding for a total of $ 1.9 million.

The letters of credit reduce the maximum available borrowings under the Revolving Credit Facility to $ 598.1 million.

9 unchanged sentences

The Term Loans do amortize, with principal payable in consecutive quarterly installments.

The Credit Agreement and 2026 Notes contain certain customary affirmative covenants and negative covenants that limit or restrict, subject to certain exceptions, the incurrence of liens, indebtedness of subsidiaries, mergers, advances, investments, acquisitions, transactions with affiliates, change in nature of business, and the sale of the assets.

The Credit Agreement and 2026 Notes contain certain customary affirmative covenants and negative covenants that, among other things, limit or restrict, subject to certain exceptions, the incurrence of liens, indebtedness of subsidiaries, mergers, advances, investments, acquisitions, transactions with affiliates, change in nature of business, and the sale of the assets.

In addition, the Credit Agreement and 2026 Notes contain certain customary mandatory prepayment provisions.

The Company is also required to maintain a consolidated leverage ratio at or below a specified amount and an interest coverage ratio at or above a specified amount.

As specified in the Credit Agreement and 2026 Notes agreement, if certain events occur and continue, the Company may be required to repay all amounts outstanding under the Credit Facility and 2026 Notes.

19 unchanged sentences

Amounts outstanding on the overdraft facility are included in other current liabilities in the consolidated balance sheet.

As of December 31, 2023, there was $ 75.0 million available and no amount outstanding on the overdraft facility.

As of December 31, 2022, there was no amount outstanding on the overdraft facility.

As of December 31, 2024 and 2023, there was $ 75.0 million available and no amount outstanding on the overdraft facility.

The Company finances certain multi-year license agreements for internal-use software.

1 unchanged sentence

During the year ended December 31, 2022, the Company financed certain multi-year license agreements for internal-use software for $ 10.7 million, with annual payments through April 2024.

As of December 31, 2024, there was no amount outstanding under these and other license agreements previously entered into.

As of December 31, 2023, $ 3.6 million was outstanding under these and other license agreements previously entered into, all of which is included in other current liabilities in the consolidated balance sheet.

As of December 31, 2022, $ 9.3 million was outstanding under these and other license agreements previously entered into, of which $ 5.8 million and $ 3.5 million is included in other current liabilities and other noncurrent liabilities, respectively, in the consolidated balance sheet.

Software and Other Intangible Assets

8 unchanged sentences

These software amortization expense amounts are reflected in depreciation and amortization in the consolidated statements of operations.

Software for resale amortization expense recorded during the years ended December 31, 2022 and 2021, totaled $ 0.7 million and $ 6.2 million, respectively.

Software for resale was fully amortized during the first quarter of 2022 and, therefore, there was no amortization expense recorded during the year ended December 31, 2023.

These software amortization expense amounts are reflected in cost of revenue in the condensed consolidated statements of operations.

Software for resale amortization expense recorded during the year ended December 31, 2022, totaled $ 0.7 million.

Software for resale was fully amortized during the first quarter of 2022 and, therefore, there was no amortization expense recorded during the years ended December 31, 2024 and 2023.

The software amortization expense amount is reflected in cost of revenue in the condensed consolidated statements of operations.

The carrying amount and accumulated amortization of the Company’s other intangible assets subject to amortization at each balance sheet date are as follows (in thousands):

31 unchanged sentences

Consequently, the entire 15 % discount to employees is deemed to be compensatory for purposes of calculating expense using a fair value method.

Compensation expense related to the ESPP for the years ended December 31, 2023, 2022, and 2021, was approximately $ 0.5 million, $ 0.6 million, and $ 0.6 million, respectively.

Compensation expense related to the ESPP was approximately $ 0.5 million for both the years ended December 31, 2024 and 2023, and $ 0.6 million for the year ended December 31, 2022.

Stock Incentive Plans – Active Plans

32 unchanged sentences

( 334,242 ) 18.93

Expired ( 4,614 ) 19.63

Outstanding, December 31, 2024 539,270 $ 18.65 1.46 $ 17,938,517

2 unchanged sentences

The total intrinsic value of stock options exercised during the years ended December 31, 2024, 2023, and 2022, was $ 10.9 million, $ 2.1 million, and $ 2.9 million, respectively.

Long-term Incentive Program Performance Share Awards

During the year ended December 31, 2017, pursuant to the Company’s 2016 Incentive Plan, the Company granted long-term incentive program performance share awards (“LTIP performance shares”).

These LTIP performance shares were earned based upon the achievement, over a specified period that must not be less than one year and was typically a three-year performance period, of performance goals related to (i) the compound annual growth over the performance period in the sales for the Company as determined by the Company, and (ii) the cumulative operating income or EBITDA over the performance period as determined by the Company.

Up to 200 % of the LTIP performance shares could be earned upon achievement of performance goals equal to or exceeding the maximum target levels for the performance goals over the performance period.

On a quarterly basis, management evaluated the probability that the threshold performance goals would be achieved, if at all, and the anticipated level of attainment to determine the amount of compensation expense to record in the consolidated financial statements.

During the year ended December 31, 2021, the Company modified the performance target for the remaining outstanding long-term incentive program performance shares in consideration of the impact of the COVID-19 pandemic, resulting in additional stock-based compensation expense of approximately $ 0.4 million.

There are no LTIP performance shares outstanding as of December 31, 2023.

Performance Share Awards

During the years ended December 31, 2023, 2022, and 2021, pursuant to the 2020 Plan and 2016 Incentive Plan, the Company granted performance share awards with a total shareholder return component ("TSRs").

For 2023, performance awards granted are earned, if at all, based upon achievement, over a specified period that must not be less than one year and is typically a three-year performance period, of performance goals related to (i) net revenue growth and (ii) net adjusted EBITDA margin over the performance period as determined by the Company with a total shareholder return multiplier up to plus or minus 20 %.

During the years ended December 31, 2024, 2023, and 2022, pursuant to the 2020 Plan, the Company granted performance share awards with a total shareholder return component ("TSRs").

For 2024 and 2023, these performance share awards are earned, if at all, based upon achievement, over a specific period that must not be less than one year and is typically a three-year performance period.

The awards have operating performance goals that include (i) adjusted EBITDA metrics and (ii) revenue growth rates as determined by the Company with a TSR multiplier up to plus or minus 20 %.

Up to 200 % of the performance shares could be earned upon achievement of the performance goals, including the multiplier.

For 2022 and 2021, the Company granted performance shares that are earned, if at all, based upon the Company’s total shareholder return as compared to a group of peer companies over a three-year performance period.

For 2022, the Company granted performance share awards that are earned, if at all, based upon the Company’s total shareholder return as compared to a group of peer companies over a three-year performance period.

The award payout can range from 0 % to 200 %.

1 unchanged sentence

The Company recognizes compensation expense for the TSRs over the performance period based on the grant date fair value.

On a quarterly basis, management evaluates the probability that the threshold performance goals will be achieved, if at all, and the anticipated level of attainment to determine the amount of compensation expense to record in the consolidated financial statements.

A summary of nonvested TSRs is as follows:

16 unchanged sentences

Restricted Share Units

During the years ended December 31, 2023, 2022, and 2021, pursuant to the 2020 Plan and the 2016 Incentive Plan, the Company granted restricted share unit awards (“RSUs”).

During the years ended December 31, 2024, 2023, and 2022, pursuant to the 2020 Plan, the Company granted restricted share unit awards (“RSUs”).

RSUs generally have requisite service periods of three years and may vest 100 % upon the three-year anniversary or in equal increments quarterly or annually.

17 unchanged sentences

In 2005, the board approved a stock repurchase program authorizing the Company, as market and business conditions warrant, to acquire its common stock and periodically authorizes additional funds for the program.

In February 2023, the board approved the repurchase of the Company's common stock of up to $ 200.0 million, in place of the remaining purchase amounts previously authorized.

In June 2024, the board approved the repurchase of the Company's common stock of up to $ 400.0 million, in place of the remaining purchase amounts previously authorized.

The Company repurchased 3,946,537 shares for $ 128.5 million under the program for the year ended December 31, 2024.

Under the program to date, the Company has repurchased 58,921,300 shares for approximately $ 953.8 million.

Under the program to date, the Company has repurchased 62,867,837 shares for approximately $ 1.1 billion.

As of December 31, 2024, the maximum remaining amount authorized for purchase under the stock repurchase program was $ 372.5 million.

Subsequent to December 31, 2023, the Company has repurchased additional shares under the repurchase program.

In 2006, the Company began to issue shares of treasury stock upon exercise of stock options, payment of earned performance shares (LTIP performance shares and TSRs), vesting of RSUs, and for issuances of common stock pursuant to the Company’s ESPP.

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Stock options 334,242 343,093 406,230

LTIP performance shares — — 10,457

TSRs — — 212,210

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Other, net is primarily comprised of foreign currency transaction gains and losses and, for the year ended December 31, 2022, the $ 38.5 million gain on the divestiture.

Other, net was $ 8.5 million of expense, $ 43.4 million of income, and $ 1.3 million of expense for the years ended December 31, 2023, 2022, and 2021, respectively.

Other, net was $ 1.2 million of expense, $ 8.5 million of expense, and $ 43.4 million of income for the years ended December 31, 2024, 2023, and 2022, respectively.

Segment Information

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No operating segments have been aggregated to form the reportable segments.

ACI provides payment solutions to large and mid-size banks globally for retail banking, real time, digital, and other payment services.

ACI provides payment solutions to large and mid-size banks globally for retail banking, digital, and other payment services.

These solutions transform banks’ complex payment environments to speed time to market, reduce costs, and deliver a consistent experience to customers across channels while enabling them to prevent and rapidly react to fraudulent activity.

In addition, they enable banks to meet the requirements of different real-time payments schemes and to quickly create differentiated products to meet consumer, business, and merchant demands.

ACI’s support of merchants globally includes Tier 1 and Tier 2 merchants, online-only merchants and the payment service providers, independent selling organizations, value-added resellers, and acquirers who service them.

These customers operate in a variety of verticals, including general merchandise, grocery, hospitality, dining, transportation, and others.

The Company's solutions provide merchants with a secure, omni-channel payments platform that gives them independence from third-party payment providers.

They also offer secure solutions to online-only merchants that provide consumers with a convenient and seamless way to shop.

Within the billers segment, ACI provides electronic bill presentment and payment (“EBPP”) services to companies operating in the consumer finance, insurance, healthcare, higher education, utility, government, and mortgage categories.

ACI’s support of merchants globally includes Tier 1 and Tier 2 merchants (in-store and online), payment service providers, independent selling organizations, value-added resellers, and acquirers who service them.

These customers operate in a variety of verticals, including general retail, grocery, hospitality, dining, travel and ticketing, fuel, telecommunications, and others.

The Company's solutions provide merchants with a secure, omnichannel payments platform that gives them flexibility and independence.

The Company also offers secure solutions to online-only merchants that provide consumers with a convenient and seamless way to shop.

Within the billers segment, ACI provides electronic bill presentment and payment services to companies operating in the consumer finance, insurance, healthcare, higher education, utility, government, mortgage, subscription provider, and telecommunications categories.

The solutions enable these customers to support a wide range of payment options and provide a convenient consumer payments experience that drives consumer loyalty and increases revenue.

ACI also provides fraud abuse protection to its biller customers leveraging its proven AI, human, and data capabilities.

Revenue is attributed to the reportable segments based upon customer.

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Allocated costs are generally marketing and sales related activities.

Segment Adjusted EBITDA is the measure reported to the CODM for purposes of making decisions on allocating resources and assessing the performance of the Company’s segments, and, therefore, Segment Adjusted EBITDA is presented in conformity with ASC 280, Segment Reporting .

Segment Adjusted EBITDA is defined as earnings (loss) from operations before interest, income tax expense (benefit), depreciation and amortization (“EBITDA”) adjusted to exclude net other income (expense).

Segment Adjusted EBITDA is the measure reported to the CODM for purposes of making decisions on allocating resources and assessing the performance of the Company’s segments, including budget and forecast-to-actual variances, and, therefore, Segment Adjusted EBITDA is presented in conformity with ASC 280, Segment Reporting .

Segment Adjusted EBITDA is defined as earnings from operations before interest, income tax expense (benefit), depreciation and amortization (“EBITDA”) adjusted to exclude net other income (expense).

Corporate and unallocated expenses includes global facilities and information technology costs and long-term product roadmap expenses in addition to corporate overhead costs that are not allocated to reportable segments.

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The following is selected financial data for the Company’s reportable segments for the periods indicated (in thousands):

Years Ended December 31,

Year Ended December 31, 2024

$ 701,860 $ 165,910 $ 726,518 $ 1,594,288

Banks $ 616,051 $ 638,585 $ 625,125

Merchants 150,616 153,905 152,988

Billers 685,912 629,411 592,485

Total revenue

Interchange (a)

— — 469,358 469,358

Global technology and innovation (b)

187,440 58,157 49,502 295,099

Other segment items (c)

88,901 38,205 76,471 203,577

Segment Adjusted EBITDA

Banks $ 355,489 $ 371,017 $ 372,949

Merchants 44,345 49,029 54,266

Billers 142,343 107,371 129,048

Depreciation and amortization

$ 425,519 $ 69,548 $ 131,187 $ 626,254

Reconciliation of income before income taxes

Depreciation and amortization ( 110,962 )

Stock-based compensation expense ( 41,281 )

( 24,547 ) ( 29,753 ) ( 27,242 )

Corporate and unallocated expenses ( 165,876 )

Interest, net ( 56,545 )

Other, net ( 1,181 )

Income before income taxes $ 250,409

Year Ended December 31, 2023

$ 616,051 $ 150,616 $ 685,912 $ 1,452,579

Interchange (a)

— — 421,133 421,133

Global technology and innovation (b)

172,387 59,393 45,012 276,792

Other segment items (c)

88,175 46,878 77,424 212,477

Segment Adjusted EBITDA $ 355,489 $ 44,345 $ 142,343 $ 542,177

Reconciliation of income before income taxes

Depreciation and amortization ( 122,373 )

Stock-based compensation expense ( 24,547 )

Corporate and unallocated expenses ( 174,849 )

Interest, net ( 64,271 )

Other, net ( 8,510 )

Income before income taxes $ 147,627

Year Ended December 31, 2022

Banks Merchants Billers Total

$ 638,585 $ 153,905 $ 629,411 $ 1,421,901

Interchange (a)

— — 406,610 406,610

Global technology and innovation (b)

177,379 54,531 39,621 271,531

Other segment items (c)

90,189 50,345 75,809 216,343

Segment Adjusted EBITDA $ 371,017 $ 49,029 $ 107,371 $ 527,417

Reconciliation of income before income taxes

Depreciation and amortization ( 127,328 )

Stock-based compensation expense ( 29,753 )

Corporate and unallocated expenses ( 166,501 )

Interest, net ( 40,646 )

Other, net 43,446

Income before income taxes $ 206,635

(a) Interchange – Interchange costs include all payment card interchange fees, amounts payable to banks, and payment card processing fees associated with providing services to Biller customers.

(b) Global Technology & Innovation – (“GTI”) costs include the costs of maintaining software products, as well as the costs required to deliver, install, and support software at customer sites.

It also includes maintenance costs, which are the efforts associated with providing the customer with upgrades, 24-hour help desk, post go-live (remote) support, and production-type support for software that was previously installed at a customer location.

GTI includes costs to provide SaaS and PaaS services including our data center operations.

Service costs including human resource and other incidental costs such as travel and training required for both pre go-live and post go-live support.

Such efforts include project management, delivery, product customization and implementation, installation support, consulting, configuration, and on-site support.

GTI also includes research and development expenses which are primarily human resource costs related to the creation of new products, improvements made to existing products, as well as compatibility with new operating system releases and generations of hardware.

(c) Other segment items – other includes selling and marketing, product management, third-party royalties and other cost of goods sold excluding interchange.

Selling and marketing costs, which are the costs related to selling our products to current and prospective customers as well as the costs related to promoting the Company, its products and the research efforts required to measure customers’ future needs and satisfaction levels.

Selling costs are primarily the human resource and travel costs related to the effort expended to license our products and services to current and potential clients within defined territories and/or industries as well as the management of the overall relationship with customer accounts.

Selling costs also include the costs associated with assisting distributors in their efforts to sell our products and services in their respective local markets.

Product management costs are primarily the human resource costs related to developing and documenting our product requirements.

Assets are not allocated to segments, and the Company’s CODM does not evaluate operating segments using discrete asset information.

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Bill Payments $ — $ — $ 726,518 $ 726,518

Digital Business Banking 2,792 — — 2,792

Merchant Payments — 165,910 — 165,910

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Income tax provision $ 47,291 $ 26,118 $ 64,458

The countries having the greatest impact on the tax rate adjustment line shown in the above table as “Foreign tax rate differential” for the three years reported are Ireland, Singapore, and the United Kingdom.

The countries having the greatest impact on the tax rate adjustment line shown in the above table as “Foreign tax rate differential” for the three years reported are Ireland and the United Kingdom.

The deferred tax assets and liabilities result from differences in the timing of the recognition of certain income and expense items for tax and financial accounting purposes.

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Deferred interest

27,807 17,822

Other 2,455 951

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Net deferred income taxes $ 32,793 $ 17,764

The deferred tax asset and liabilities disclosure above reflects a $ 6.8 million deferred interest reclass for the year ended December 31, 2022.

Prior year reported $ 6.8 million related to deferred interest as Other within the deferred tax asset section.

The amount is now reported separately within the deferred tax asset section.

In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

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Based upon the level of historical taxable income and projections for future taxable income over the periods which the deferred tax assets are deductible, the Company believes it is more likely than not that it will realize the benefits of these deductible differences, net of the valuation allowances recorded.

At December 31, 2024, valuation allowances recorded primarily related to net operating losses, foreign tax credit carryforwards, and future interest deductions.

At December 31, 2024, the Company had domestic federal tax net operating losses (“NOLs”) of $ 42.8 million, of which $ 2.9 million may be utilized over an indefinite life, with the remainder beginning to expire in 2025.

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As of December 31, 2024 and 2023, the Company recorded a deferred tax liability of $ 1.0 million and $ 0.6 million, respectively, related to these non-United States earnings that may be remitted.

As of December 31, 2024 and 2023, the Company had a German interest deduction carryforward of $ 9.0 million and $ 8.5 million, respectively, for which a full valuation allowance had been provided.

The deferred interest deduction has an indefinite life.

The unrecognized tax benefit at December 31, 2024 and 2023, was $ 21.0 million and $ 20.9 million, respectively, of which $ 10.7 million and $ 10.5 million, respectively, are included in other noncurrent liabilities in the consolidated balance sheets.

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Balance of unrecognized tax benefits at end of year $ 21,027 $ 20,889 $ 26,408

On July 21, 2023, the Internal Revenue Service (“IRS”) issued Notice 2023-55 providing guidance to taxpayers in determining whether a foreign tax is eligible for a U.S.

foreign tax credit for tax years 2022 and 2023 effectively delaying the application of an unfavorable foreign tax credit regulation until 2024.

As a result of this guidance, the Company recorded a tax benefit of $ 6.0 million in the fiscal third quarter of 2023.

The Company files income tax returns in the U.S.

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In the foreign jurisdictions, the tax returns open for audit generally vary by jurisdiction between 2005 and 2023.

The Company has been notified by the U.S.

Internal Revenue Service that their 2021 federal tax return has been selected to be examined.

The Company’s Indian income tax returns covering fiscal years ended March 31, 2005, 2014, 2016, 2018, and 2020 are under audit by the Indian tax authority.

The Company is currently under audit by the U.S.

Internal Revenue Service for the year ended December 31, 2021.

The Company’s Indian income tax returns covering fiscal years ended March 31, 2005, 2014, 2016 and 2020 through 2023 are under audit by the Indian tax authority.

Other foreign subsidiaries could face challenges from various foreign tax authorities.

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Payments of maintenance and property tax costs paid by the Company are accounted for as variable lease cost, which are expensed as incurred.

The Company has entered into an assignment and assumption of lease agreement with a third-party for one of its corporate offices.

The third-party is responsible for making payments directly to the landlord and the related lease's initial term expires on September 30, 2031.

During an initial period ending April 30, 2025, the Company is required to make a base rent contribution of less than $ 0.1 million per month to the third-party, with the third-party responsible for the entirety of the lease payments after that date.

The components of lease cost are as follows (in thousands):

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1,266 2,663 2,771

Sublease income

Total lease cost

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$ 4,875 $ 6,359 $ 7,693

Non-cash sublease payments

Operating leases

$ 602 $ — $ —

Supplemental balance sheet information related to leases is as follows (in thousands, except lease term and discount rate):

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The Company’s certificate of incorporation provides that it will indemnify and advance expenses to its directors and officers to the maximum extent permitted by Delaware law.

The indemnification covers any expenses and liabilities reasonably incurred by a person, by reason of the fact that such person is, was, or has agreed to be a director or officer, in connection with the investigation, defense, and settlement of any threatened, pending, or completed action, suit, proceeding, or claim.

The indemnification covers any expenses and liabilities reasonably incurred by a person, by reason of the fact that such person is, was, or has agreed to be a director or

officer, in connection with the investigation, defense, and settlement of any threatened, pending, or completed action, suit, proceeding, or claim.

The Company’s certificate of incorporation authorizes the use of indemnification agreements, and the Company enters into such agreements with its directors and certain officers from time to time.

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The Company’s contractual indemnification obligations under these agreements are in addition to the respective directors’ and officers’ rights under the certificate of incorporation or under Delaware law.

Pending and Threatened Legal Proceedings

Legal Proceedings

In April 2021, ACH files associated with one of the Company's mortgage servicing customers were inadvertently transmitted into the ACH network during a test of the Company's payment processing system.

The Company took immediate corrective action and issued reversing ACH files, restoring affected accounts.

The Company was named as a defendant in seven class action lawsuits filed in various federal courts purportedly on behalf of consumers whose mortgage accounts were affected by the inadvertent ACH file transmission.

The Company settled these lawsuits by establishing a $ 5.0 million fund out of which payments were to be made to class members and for attorneys’ fees and administrative costs.

The $ 5.0 million was funded from insurance.

The inadvertent ACH file transmission also gave rise to investigations by the U.S.

Consumer Financial Protection Bureau (the "CFPB") and state attorneys general in all 50 states, the District of Columbia, and certain U.S.

territories as well as money transmission regulators in most of those jurisdictions.

The Company settled the CFPB investigation for $ 25.0 million plus various undertakings.

Payment was made to the CFPB from funds received from the insurance carriers during the year ended December 31, 2023.

The Company also settled with the state money transmission regulators and attorneys general for a total of $ 20.0 million plus various undertakings.

Funds for the state and money transmission regulator settlements, which were previously received from the insurance carriers and deposited into an escrow account, were paid during the year ended December 31, 2023.

The Company believes that the CPFB and state undertakings will not adversely affect it.

The Company’s customer commenced an action for damages as a result of this event.

The customer action remains pending and the Company presently intends to vigorously defend it.

The Company expects that insurance will fund payments and costs associated with the defense of the customer action, and other claims that may be asserted against it, subject to the policy limits and other terms of the applicable policies.

The Company settled with the customer for the amount of $ 1.8 million, which was funded by insurance carriers.

Funds received from or expected to be received from insurance carriers are generally subject to the respective carriers' reservation of rights.

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Participants may contribute up to 75 % of their annual eligible compensation up to a maximum of $ 23,000 (for employees who are under the age of 50 on December 31, 2024) or a maximum of $ 30,500 (for employees aged 50 or older on December 31, 2024).

After one year of service, the Company matches 100 % of the first 4 % of eligible participant contributions and 50 % of the next 4 % of eligible participant contributions, not to exceed $ 5,000 per employee annually.

The Company matches 100 % of the first 4 % of eligible participant contributions and 50 % of the next 4 % of eligible participant contributions, not to exceed $ 6,000 per employee annually.

Effective January 1, 2024, employees are eligible for the Company match immediately.

Employees hired January 1, 2024, and after have a one year vesting schedule for the match.

Company contributions charged to expense were $ 6.2 million, $ 5.0 million, and $ 6.2 million during the years ended December 31, 2024, 2023, and 2022, respectively.

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For those ACI-EMEA employees who elect to participate in the plan, the Company contributes a minimum of 8.5 % of eligible compensation to the plan for employees employed at December 1, 2000 or from 7 % to 10 % of eligible compensation for employees employed subsequent to December 1, 2000.

ACI-EMEA contributions charged to expense were $ 1.7 million, $ 1.6 million, and $ 1.6 million, during the years ended December 31, 2023, 2022, and 2021, respectively.

ACI-EMEA contributions charged to expense were $ 1.7 million during both the years ended December 31, 2024 and 2023, and $ 1.6 million during the year ended December 31, 2022.

EXHIBIT INDEX

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10.05 (9)* Amended and Restated Deferred Compensation Plan

10.06 (10) Amended and Restated Credit Agreement, dated February 24, 2017, by and among ACI Worldwide, Inc., Bank of America, N.A.

and the lenders that are party thereto

Amendment Agreement to the Amended and Restated Credit Agreement, dated April 5, 2019

10.06 (10) Second Amended and Restated Credit Agreement, dated as of April 5, 2019, among ACI Worldwide, Inc., its affiliates that are a party thereto, Bank of America, N.A.

and the lenders that are a party thereto

Extension Agreement, dated as of April 28, 2023, among ACI Worldwide, Inc., ACI Worldwide Corp., ACI Payments, Inc.

and Bank of America, N.A., as administrative agent for the lenders

Refinancing Amendment, dated as of February 26, 2024, among ACI Worldwide, Inc., ACI Worldwide Corp., ACI Payments, Inc.

and Bank of America, N.A., as administrative agent for the lenders

ACI Worldwide, Inc.

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Form of Director Restricted Share Unit Award Agreement for the Company's 2020 Equity and Incentive Compensation Plan

Severance Agreement between the Company and Odilon Almeida

Transition Services Agreement between the Company and Odilon Almeida

Interim CEO Letter Agreement

Special Advisor Assignment Letter between the Company and Jeremy Wilmot

Form of Severance Agreement between ACI Worldwide, Inc.

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and Thomas Warsop

19.00 Trading Policy

21.01 Subsidiaries of the Registrant (filed herewith)

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333-169293 on Form S-8 filed September 9, 2010

(10) Incorporated herein by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed February 27, 2017.

(10) Incorporated herein by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed April 11, 2019.

(11) Incorporated herein by reference to Exhibit 10.1 to the registrant's current report on Form 8-K filed May 4, 2023.

(12) Incorporated herein by reference to Exhibit 10.01 to the registrant's quarterly report on Form 10-Q for the period ended March 31, 2024.

(13) Incorporated herein by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed June 20, 2016.

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(22) Incorporated herein by reference to Exhibit 10.05 to the registrant's quarterly report on Form 10-Q for the period ended June 30, 2023.

(23) Incorporated herein by reference to Exhibit 10.01 to the registrant's current report on Form 8-K filed April 19, 2022.

(24) Incorporated herein by reference to Exhibit 10.19 to the registrant’s annual report on Form 10-K for the year ended December 31, 2022.

(25) Incorporated herein by reference to Exhibit 10.20 to the registrant’s annual report on Form 10-K for the year ended December 31, 2022.

(26) Incorporated herein by reference to Exhibit 10.21 to the registrant’s annual report on Form 10-K for the year ended December 31, 2022.

(23) Incorporated herein by reference to Exhibit 10.1 to the registrant's current report on Form 8-K filed May 31, 2023.

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Chairman of the Board and Director February 27, 2025

/ S / JANET O.

/ S / JUAN BENITEZ

Director February 27, 2025

/ S / JAMES C.

/ S / JANET O.

Director February 27, 2025

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Director February 27, 2025

/ S / KATRINKA MCCALLUM

Director February 27, 2025

Katrinka McCallum

/ S / CHARLES E.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures