What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-08 · 239 added, 100 removed, 510 unchanged (40% of the section changed)

4 unchanged sentences

(unaudited and in thousands, except share and per share amounts)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current assets

53 unchanged sentences

5,000,000 shares authorized;

no shares issued at March 31, 2025, and December 31, 2024

no shares issued at June 30, 2025, and December 31, 2024

Common stock;

1 unchanged sentence

280,000,000 shares authorized;

140,525,055 shares issued at March 31, 2025, and December 31, 2024

140,525,055 shares issued at June 30, 2025, and December 31, 2024

Additional paid-in capital 733,542 731,927

Retained earnings 1,669,157 1,598,085

Treasury stock, at cost, 35,251,782 and 35,270,142 shares at March 31, 2025, and December 31, 2024, respectively

Treasury stock, at cost, 37,112,283 and 35,270,142 shares at June 30, 2025, and December 31, 2024, respectively

( 910,960 ) ( 784,914 )

7 unchanged sentences

(unaudited and in thousands, except per share amounts)

Three Months Ended March 31,

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Software as a service and platform as a service

19 unchanged sentences

Operating income

34,858 53,701 93,374 63,261

Other income (expense)

3 unchanged sentences

3,934 3,953 7,998 7,962

( 6,393 ) 1,156 17,347 ( 869 )

Total other income (expense) ( 16,986 ) ( 13,362 ) ( 3,865 ) ( 30,388 )

Income (loss) before income taxes

Income before income taxes

17,872 40,339 89,509 32,873

Income tax expense

Net income (loss)

5,670 9,452 18,437 9,737

Income (loss) per common share

$ 12,202 $ 30,887 $ 71,072 $ 23,136

Income per common share

$ 0.12 $ 0.29 $ 0.68 $ 0.22

Diluted $ 0.12 $ 0.29 $ 0.67 $ 0.22

Weighted average common shares outstanding

7 unchanged sentences

(unaudited and in thousands)

Three Months Ended March 31,

Net income (loss)

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

$ 12,202 $ 30,887 $ 71,072 $ 23,136

Other comprehensive income (loss):

Foreign currency translation adjustments 14,651 ( 2,208 ) 22,530 ( 4,612 )

7,879 ( 2,404 )

Total other comprehensive income (loss) 14,651 ( 2,208 ) 22,530 ( 4,612 )

Comprehensive income (loss)

Comprehensive income

$ 26,853 $ 28,679 $ 93,602 $ 18,524

4 unchanged sentences

(unaudited and in thousands, except share amounts)

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Common Stock Additional

Paid-in Capital Retained Earnings Treasury Stock Accumulated Other

Comprehensive Loss Total

Balance as of March 31, 2025 $ 702 $ 735,751 $ 1,656,955 $ ( 797,214 ) $ ( 113,594 ) $ 1,482,600

— — 12,202 — — 12,202

Other comprehensive income

— — — — 14,651 14,651

Stock-based compensation

— 16,411 — — — 16,411

Shares issued and forfeited, net, under stock plans

— ( 18,620 ) — 19,658 — 1,038

Repurchase of 2,448,863 shares of common stock

— — — ( 120,248 ) — ( 120,248 )

Repurchase of stock-based compensation awards for tax withholdings

— — — ( 13,156 ) — ( 13,156 )

Balance as of June 30, 2025 $ 702 $ 733,542 $ 1,669,157 $ ( 910,960 ) $ ( 98,943 ) $ 1,393,498

Three Months Ended June 30, 2024

Common Stock Additional

Paid-in Capital Retained Earnings Treasury Stock Accumulated Other

Comprehensive Loss Total

Balance as of March 31, 2024 $ 702 $ 714,936 $ 1,387,216 $ ( 733,927 ) $ ( 111,874 ) $ 1,257,053

— — 30,887 — — 30,887

Other comprehensive loss

— — — — ( 2,208 ) ( 2,208 )

Stock-based compensation

— 10,720 — — — 10,720

Shares issued and forfeited, net, under stock plans

— ( 7,097 ) — 8,066 — 969

Repurchase of 1,682,787 shares of common stock

— — — ( 57,628 ) — ( 57,628 )

Repurchase of stock-based compensation awards for tax withholdings

— — — ( 3,037 ) — ( 3,037 )

Balance as of June 30, 2024 $ 702 $ 718,559 $ 1,418,103 $ ( 786,526 ) $ ( 114,082 ) $ 1,236,756

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

ACI WORLDWIDE, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited and in thousands, except share amounts)

Six Months Ended June 30, 2025

Common Stock Additional

Paid-in Capital

13 unchanged sentences

— — — ( 20,226 ) — ( 20,226 )

Balance as of March 31, 2025 $ 702 $ 735,751 $ 1,656,955 $ ( 797,214 ) $ ( 113,594 ) $ 1,482,600

Three Months Ended March 31, 2024

Balance as of June 30, 2025 $ 702 $ 733,542 $ 1,669,157 $ ( 910,960 ) $ ( 98,943 ) $ 1,393,498

Six Months Ended June 30, 2024

Paid-in Capital

15 unchanged sentences

— — — ( 6,339 ) — ( 6,339 )

Balance as of March 31, 2024 $ 702 $ 714,936 $ 1,387,216 $ ( 733,927 ) $ ( 111,874 ) $ 1,257,053

Balance as of June 30, 2024 $ 702 $ 718,559 $ 1,418,103 $ ( 786,526 ) $ ( 114,082 ) $ 1,236,756

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

3 unchanged sentences

(unaudited and in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

Net income (loss)

$ 71,072 $ 23,136

Adjustments to reconcile net income (loss) to net cash flows from operating activities:

Adjustments to reconcile net income to net cash flows from operating activities:

41,741 48,000

4 unchanged sentences

Stock-based compensation expense

28,038 18,819

Gain on sale of equity investment ( 25,927 ) —

3 unchanged sentences

Accounts payable

7,479 ( 448 )

Accrued employee compensation

10 unchanged sentences

Purchases of software and distribution rights

( 12,142 ) ( 19,024 )

Proceeds from sale of equity investment

7 unchanged sentences

( 133,770 ) ( 119,674 )

Redemption of 2026 Notes

( 400,000 ) —

Proceeds from revolving credit facility

290,000 164,000

Repayment of revolving credit facility

1 unchanged sentence

Proceeds from term portion of credit agreement

200,000 500,000

Repayment of term portion of credit agreement

( 18,750 ) ( 538,448 )

Payments for debt issuance costs

Payments on or proceeds from other debt, net ( 10,664 ) ( 8,669 )

Payments for debt issuance costs ( 134 ) ( 5,141 )

Net increase (decrease) in settlement assets and liabilities

4 unchanged sentences

Net increase (decrease) in cash and cash equivalents

33,937 ( 14,703 )

Cash and cash equivalents, including settlement deposits, beginning of period 265,018 238,821

Cash and cash equivalents, including settlement deposits, end of period $ 298,955 $ 224,118

ACI WORLDWIDE, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

Reconciliation of cash and cash equivalents to the Consolidated Balance Sheets

15 unchanged sentences

All intercompany balances and transactions have been eliminated.

The condensed consolidated financial statements as of March 31, 2025, and for the three months ended March 31, 2025 and 2024, are unaudited and reflect all adjustments of a normal recurring nature, which are, in the opinion of management, necessary for a fair presentation, in all material respects, of the financial position and operating results for the interim periods.

The condensed consolidated financial statements as of June 30, 2025, and for the three and six months ended June 30, 2025 and 2024, are unaudited and reflect all adjustments of a normal recurring nature, which are, in the opinion of management, necessary for a fair presentation, in all material respects, of the financial position and operating results for the interim periods.

The condensed consolidated balance sheet as of December 31, 2024, is derived from the audited financial statements.

The condensed consolidated financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024, filed on February 27, 2025.

Results for the three months ended March 31, 2025, are not necessarily indicative of results that may be attained in the future.

Results for the three and six months ended June 30, 2025, are not necessarily indicative of results that may be attained in the future.

The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S.

4 unchanged sentences

The components of other current liabilities are included in the following table (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Vendor financed licenses $ 16,155 $ 14,462

18 unchanged sentences

The Company is entitled to interest earned on the fund balances.

The collection of interest on these settlement accounts is considered in the

Company’s determination of its fee structure for clients and represents a portion of the payment for services performed by the Company.

The amount of settlement funds as of March 31, 2025, and December 31, 2024, was $ 224.1 million and $ 267.0 million, respectively.

The collection of interest on these settlement accounts is considered in the Company’s determination of its fee structure for clients and represents a portion of the payment for services performed by the Company.

The amount of settlement funds as of June 30, 2025, and December 31, 2024, was $ 233.1 million and $ 267.0 million, respectively.

The fair value of the Company’s Credit Agreement approximates the carrying value due to the floating interest rate (Level 2 of the fair value hierarchy).

The Company measures the fair value of its Senior Notes based on Level 2 inputs, which include quoted market prices and interest rate spreads of similar securities.

The fair value of the Company’s 5.750 % Senior Notes due 2026 (“2026 Notes”) was $ 401.7 million and $ 399.2 million as of March 31, 2025, and December 31, 2024, respectively.

The Company measured the fair value of its Senior Notes based on Level 2 inputs, which include quoted market prices and interest rate spreads of similar securities.

The fair value of the Company’s 5.750 % Senior Notes due 2026 (“2026 Notes”) was $ 399.2 million as of December 31, 2024.

On June 18, 2025, the Company redeemed in full the Company's outstanding 2026 Notes.

See Note 3, Debt, for additional information.

The fair values of cash and cash equivalents approximate the carrying values due to the short period of time to maturity (Level 2 of the fair value hierarchy).

In accordance with the Accounting Standards Codification ("ASC") 350, Intangibles – Goodwill and Other , the Company assesses goodwill for impairment annually during the fourth quarter of its fiscal year using October 1 balances or when there is evidence that events or changes in circumstances indicate that the carrying amount of the asset may not be recovered.

The Company evaluates goodwill at the reporting unit level, and as discussed in Note 9, Segment Information, during the three months ended March 31, 2025, it realigned Banks and Merchants under a single general manager leading Payment Software.

The Company evaluates goodwill at the reporting unit level, and as discussed in Note 9, Segment Information, in 2025 it realigned Banks and Merchants under a single general manager leading Payment Software.

This change also resulted in a change in reporting units - combining Banks and Merchants into Payment Software, while maintaining Biller.

As of March 31, 2025, the Company's goodwill balance of $ 1.2 billion was allocated $ 809.0 million to Payment Software and $ 417.0 million to Biller.

As of June 30, 2025, the Company's goodwill balance of $ 1.2 billion was allocated $ 809.0 million to Payment Software and $ 417.0 million to Biller.

Recoverability of goodwill is measured using a discounted cash flow model incorporating discount rates commensurate with the risks involved.

4 unchanged sentences

The Company accounted for this investment using the equity method in accordance with ASC 323, Investments - Equity Method and Joint Ventures, and recorded its share of earnings and losses in the investment on a one-quarter lag basis.

The Company had recorded an investment of $ 18.6 million, included in other noncurrent asset s in the condensed consolidated balance sheet as of December 31, 2024.

The Company had recorded an investment of $ 18.6 million, included in other noncurrent assets in the condensed consolidated balance sheet as of December 31, 2024.

In March 2025, the Company sold its 30 % interest for $ 46.0 million.

18 unchanged sentences

Total receivables, net is comprised of the following (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Billed receivables $ 175,047 $ 198,486

Allowance for doubtful accounts ( 1,725 ) ( 1,758 )

Allowance for credit losses

( 2,062 ) ( 1,758 )

Billed receivables, net 172,985 196,728

3 unchanged sentences

Total receivables, net $ 743,772 $ 774,478

N o customer accounted for more than 10% of the Company’s consolidated receivables balance as of March 31, 2025 and December 31, 2024.

No customer accounted for more than 10% of the Company’s consolidated receivables balance as of June 30, 2025 and December 31, 2024.

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.

4 unchanged sentences

Foreign currency translation 2,540

Balance, March 31, 2025

Balance, June 30, 2025

Revenue allocated to remaining performance obligations represents contracted revenue that will be recognized in future periods, which is comprised of deferred revenue and amounts that will be invoiced and recognized as revenue in future periods.

2 unchanged sentences

• SaaS and PaaS revenue from variable consideration that will be recognized in accordance with the ‘right to invoice’ practical expedient or meets the allocation objective.

Revenue allocated to remaining performance obligations was $ 661.4 million as of March 31, 2025, of which the Company expects to recognize approximately 51 % over the next 12 months and the remainder thereafter.

During the three months ended March 31, 2025, revenue recognized by the Company from performance obligations satisfied in previous periods was $ 19.6 million.

As of March 31, 2025, the Company had $ 453.1 million, and $ 400.0 million outstanding under its Term Loans and Senior Notes, respectively.

There was no amount outstanding under the Revolving Credit Facility, with up to $ 598.1 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 Letter of Credit agreements.

Revenue allocated to remaining performance obligations was $ 724.0 million as of June 30, 2025, of which the Company expects to recognize approximately 52 % over the next 12 months and the remainder thereafter.

During the three and six months ended June 30, 2025, revenue recognized by the Company from performance obligations satisfied in previous periods was $ 15.8 million and $ 35.4 million, respectively.

As of June 30, 2025, the Company had $ 260.0 million and $ 643.8 million outstanding under its Revolving Credit Facility and Term Loans, respectively, with up to $ 338.1 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 Letter of Credit agreements.

The amount of unused borrowings actually available varies in accordance with the terms of the agreement.

5 unchanged sentences

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.

On June 18, 2025, the Company entered into a Lender Addition and Acknowledgement Agreement with Bank of America, N.A., under the Credit Facility for an Incremental Term Loan of $ 200.0 million.

This Incremental Term Loan is subject to all the terms and provisions of the Credit Facility.

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 March 31, 2025, was 6.17 %.

The interest rate in effect for the Credit Facility as of June 30, 2025, was 6.17 %.

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.

9 unchanged sentences

On August 21, 2018, the Company completed a $ 400.0 million offering of the 2026 Notes at an issue price of 100 % of the principal amount in a private placement for resale to qualified institutional buyers.

The 2026 Notes bear interest at an annual rate of 5.750 %, payable semi-annually in arrears on February 15 and August 15 of each year.

The 2026 Notes will mature on August 15, 2026.

Maturities on debt outstanding as of March 31, 2025, are as follows (in thousands):

The 2026 Notes bore interest at an annual rate of 5.750 %, payable semi-annually in arrears on February 15 and August 15 of each year, which commenced on February 15, 2019.

The 2026 Notes were scheduled to mature on August 15, 2026.

On June 18, 2025, the Company redeemed the 2026 Notes in full as provided for under the terms.

Maturities on debt outstanding as of June 30, 2025, are as follows (in thousands):

Fiscal Year Ending December 31,

1 unchanged sentence

Total $ 903,750

As of March 31, 2025, and at all times during the period, the Company was in compliance with its financial debt covenants.

As of June 30, 2025, and at all times during the period, the Company was in compliance with its financial debt covenants.

Total debt is comprised of the following (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Term loans $ 643,750 $ 462,500

1 unchanged sentence

5.750 % Senior notes, due August 2026

400,000 400,000

Debt issuance costs ( 5,729 ) ( 7,923 )

9 unchanged sentences

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

As of March 31, 2025 and December 31, 2024, there was $ 75.0 million available and no amount outstanding on the overdraft facility.

As of June 30, 2025 and December 31, 2024, 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.

Upon execution, these arrangements are treated as a non-cash investing and financing activity for purposes of the condensed consolidated statements of cash flows.

During the six months ended June 30, 2025, the Company financed certain multi-year license agreements for internal-use software for $ 14.3 million, with annual payments through May 2027.

As of June 30, 2025, $ 9.5 million was outstanding on these agreements, of which $ 4.8 million and $ 4.7 million is included in other current liabilities and other noncurrent liabilities, respectively, in the condensed consolidated balance sheet.

Software and Other Intangible Assets

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Gross Carrying Amount Accumulated Amortization Net Balance Gross Carrying Amount Accumulated Amortization Net Balance

1 unchanged sentence

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

Software for internal use amortization expense recorded during the three months ended March 31, 2025 and 2024, totaled $ 15.6 million and $ 15.5 million, respectively.

Software for internal use amortization expense recorded during the three months ended June 30, 2025 and 2024, totaled $ 15.6 million and $ 15.8 million, respectively.

Software for internal use amortization expense recorded during the six months ended June 30, 2025 and 2024, totaled $ 31.2 million and $ 31.3 million, respectively.

These software amortization expense amounts are reflected in depreciation and amortization 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):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Gross Carrying Amount Accumulated Amortization Net Balance Gross Carrying Amount Accumulated Amortization Net Balance

Customer relationships $ 452,282 $ ( 295,744 ) $ 156,538 $ 444,385 $ ( 279,008 ) $ 165,377

Other intangible assets amortization expense recorded during the three months ended March 31, 2025 and 2024, totaled $ 5.2 million and $ 8.5 million, respectively.

Based on capitalized intangible assets as of March 31, 2025, estimated amortization expense amounts in future fiscal years are as follows (in thousands):

Other intangible assets amortization expense recorded during the three months ended June 30, 2025 and 2024, totaled $ 5.3 million and $ 8.2 million, respectively.

Other intangible assets amortization expense recorded during the six months ended June 30, 2025 and 2024, totaled $ 10.5 million and $ 16.7 million, respectively.

Based on capitalized intangible assets as of June 30, 2025, estimated amortization expense amounts in future fiscal years are as follows (in thousands):

Fiscal Year Ending December 31, Software Amortization Other Intangible Assets Amortization

8 unchanged sentences

Employee Stock Purchase Plan

Shares issued under the 2017 Employee Stock Purchase Plan during the three months ended March 31, 2025 and 2024, totaled 17,412 and 27,550 , respectively.

Shares issued under the 2017 Employee Stock Purchase Plan during the six months ended June 30, 2025 and 2024, totaled 35,586 and 51,397 , respectively.

Stock Options

7 unchanged sentences

Exercised ( 44,516 ) 17.89

Outstanding as of March 31, 2025 506,752 $ 18.69 1.25 $ 18,251,161

Exercisable as of March 31, 2025 506,752 $ 18.69 1.25 $ 18,251,161

The total intrinsic value of stock options exercised during the three months ended March 31, 2025 and 2024, was $ 1.2 million and $ 0.3 million, respectively.

There were no stock options granted during the three months ended March 31, 2025 or 2024.

Outstanding as of June 30, 2025 494,754 $ 18.71 1.01 $ 13,455,559

Exercisable as of June 30, 2025 494,754 $ 18.71 1.01 $ 13,455,559

The total intrinsic value of stock options exercised during the six months ended June 30, 2025 and 2024, was $ 1.5 million and $ 0.6 million, respectively.

There were no stock options granted during the six months ended June 30, 2025 or 2024.

Performance Share Awards

During the three months ended March 31, 2025, pursuant to the Company's 2020 Equity and Incentive Compensation Plan, the Company granted performance share awards with a total shareholder return component ("TSRs").

During the six months ended June 30, 2025, pursuant to the Company's 2020 Equity and Incentive Compensation Plan, the Company granted performance share awards with a total shareholder return component ("TSRs").

These performance share awards 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.

7 unchanged sentences

Granted 459,741 59.78

Vested ( 507,754 ) 42.99

Forfeited ( 27,208 ) 39.96

Nonvested as of March 31, 2025 1,392,807 $ 43.26

The fair value of TSRs granted during the three months ended March 31, 2025 and 2024, were estimated on the date of grant using the Monte Carlo simulation model, acceptable under ASC 718, Compensation - Stock Compensation , using the following weighted average assumptions:

Three Months Ended March 31,

Change in payout rate 253,877 42.99

Nonvested as of June 30, 2025 1,131,137 $ 43.34

During the six months ended June 30, 2025, a total of 507,754 TSRs granted in fiscal 2022 vested and achieved a payout rate of 200 % based on the Company's total shareholder return as compared to a group of peer companies over a three-year performance period.

The Company withheld 173,120 of those shares to pay the employee's portion of the minimum payroll withholding taxes.

The fair value of TSRs granted during the six months ended June 30, 2025 and 2024, were estimated on the date of grant using the Monte Carlo simulation model, acceptable under ASC 718, Compensation - Stock Compensation , using the following weighted average assumptions:

Six months ended June 30,

Expected life (years) 2.3 2.7

10 unchanged sentences

Forfeited ( 101,106 ) 35.63

Nonvested as of March 31, 2025 2,180,947 $ 39.24

During the three months ended March 31, 2025, a total of 362,138 RSUs vested.

Nonvested as of June 30, 2025 2,015,654 $ 40.75

During the six months ended June 30, 2025, a total of 674,034 RSUs vested.

The Company withheld 217,112 of those shares to pay the employees’ portion of the minimum payroll withholding taxes.

As of March 31, 2025, there was unrecognized compensation expense of $ 80.3 million related to RSUs and $ 37.9 million related to TSRs, which the Company expects to recognize over a weighted average period of 2.4 years and 1.9 years, respectively.

The Company recorded stock-based compensation expense recognized under ASC 718 for the three months ended March 31, 2025 and 2024, of $ 11.6 million and $ 8.1 million, respectively, with corresponding tax benefits of $ 1.8 million and $ 1.4 million, respectively.

As of June 30, 2025, there was unrecognized compensation expense of $ 77.6 million related to RSUs and $ 30.2 million related to TSRs, which the Company expects to recognize over a weighted average period of 2.2 years and 1.7 years, respectively.

The Company recorded stock-based compensation expense recognized under ASC 718 for the three months ended June 30, 2025 and 2024, of $ 16.4 million and $ 10.7 million, respectively, with corresponding tax benefits of $ 2.6 million and $ 1.7 million, respectively.

The Company recorded stock-based compensation expense recognized under ASC 718 for the six months ended June 30, 2025 and 2024, of $ 28.0 million and $ 18.8 million, respectively, with corresponding tax benefits of $ 4.4 million and $ 3.1 million , respectively.

Common Stock and Treasury Stock

1 unchanged sentence

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 264,936 shares for $ 14.4 million during the three months ended March 31, 2025.

The Company repurchased 2,713,799 shares for $ 134.7 million during the six months ended June 30, 2025.

Under the program to date, the Company has repurchased 65,581,636 shares for approximately $ 1.2 billion.

As of March 31, 2025, the maximum remaining amount authorized for purchase under the stock repurchase program was $ 358.1 million.

Subsequent to March 31, 2025, the Company has repurchased additional shares under the repurchase program.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed in accordance with ASC 260, Earnings Per Share , based on weighted average outstanding common shares.

Diluted earnings (loss) per share is computed based on basic weighted average outstanding common shares adjusted for the dilutive effect of stock options, RSUs, and certain contingently issuable shares for which performance targets have been achieved.

The following table reconciles the weighted average share amounts used to compute both basic and diluted earnings (loss) per share (in thousands):

Three Months Ended March 31,

As of June 30, 2025, the maximum remaining amount authorized for purchase under the stock repurchase program was $ 223.5 million.

Subsequent to June 30, 2025, the Company has repurchased additional shares under the repurchase program.

Earnings Per Share

Basic earnings per share is computed in accordance with ASC 260, Earnings Per Share , based on weighted average outstanding common shares.

Diluted earnings per share is computed based on basic weighted average outstanding common shares adjusted for the dilutive effect of stock options, RSUs, and certain contingently issuable shares for which performance targets have been achieved.

The following table reconciles the weighted average share amounts used to compute both basic and diluted earnings per share (in thousands):

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Weighted average shares outstanding:

1 unchanged sentence

Dilutive effect of stock options, RSUs, and contingently issuable shares

727 771 1,100 718

Diluted weighted average shares outstanding 105,103 106,166 105,960 106,815

The diluted earnings (loss) per share computation excludes 1.4 million and 4.4 million options to purchase shares, RSUs, and contingently issuable shares during the three months ended March 31, 2025 and 2024, respectively, as their effect would be anti-dilutive.

Common stock outstanding as of March 31, 2025, and December 31, 2024, was 105,273,273 and 105,254,913 , respectively.

Other, net is primarily comprised of foreign currency transaction gains and losses and, for the three months ended March 31, 2025, the $ 25.9 million gain on the sale of the Company's equity method investment.

Other, net was $ 23.7 million of income and $ 2.0 million of expense for the three months ended March 31, 2025 and 2024, respectively.

The diluted earnings per share computation excludes 2.0 million and 1.0 million options to purchase shares, RSUs, and contingently issuable shares during the three months ended June 30, 2025 and 2024, respectively, as their effect would be anti-dilutive.

The diluted earnings per share computation excludes 1.7 million options to purchase shares, RSUs, and contingently issuable shares during both the six months ended June 30, 2025 and 2024, as their effect would be anti-dilutive.

Common stock outstanding as of June 30, 2025, and December 31, 2024, was 103,412,772 and 105,254,913 , respectively.

Other, net is comprised of the following items (in thousands):

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Foreign currency transaction gains (losses) $ ( 5,300 ) $ 16 $ ( 7,487 ) $ ( 2,019 )

Gain on sale of equity investment — — 25,927 —

Loss on extinguishment of debt ( 1,093 ) — ( 1,093 ) —

Equity investment earnings

— 1,140 — 1,150

Total other, net

$ ( 6,393 ) $ 1,156 $ 17,347 $ ( 869 )

The loss on extinguishment of debt represents the loss on redemption of the 2026 Notes as discussed in Note 3, Debt.

Segment Information

1 unchanged sentence

As a result of this change, the Company reassessed its segment reporting structure due to changes in leadership structure and how the Company's chief operating decision maker ("CODM") assesses the Company's performance and allocates resources.

Beginning in the first quarter of 2025, the Company reports financial performance based on its new operating segments, Payment Software, which includes bank and merchant customers, and Biller.

Beginning in the first quarter of 2025, the Company reported financial performance based on its new operating segments, Payment Software, which includes bank and merchant customers, and Biller.

The Company continues to use Segment Adjusted EBITDA as a measure of segment profitability.

21 unchanged sentences

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.

The overhead costs relate to human resources, finance, legal, accounting, and merger and acquisition activity.

The overhead costs relate to

human resources, finance, legal, accounting, and merger and acquisition activity.

These costs along with depreciation and amortization and stock-based compensation are not considered when management evaluates segment performance.

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

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Payment Software Biller Total

14 unchanged sentences

Income before income taxes

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Payment Software Biller Total

7 unchanged sentences

Segment Adjusted EBITDA $ 94,587 $ 37,435 $ 132,022

Reconciliation of loss before income taxes

Reconciliation of income before income taxes

Depreciation and amortization ( 27,586 )

3 unchanged sentences

Other, net 1,156

Loss before income taxes

Income before income taxes

Six months ended June 30, 2025

Payment Software Biller Total

Revenue $ 380,068 $ 415,755 $ 795,823

Interchange (a)

— 281,891 281,891

Global technology and innovation (b)

129,844 25,238 155,082

Other segment items (c)

60,385 37,946 98,331

Segment Adjusted EBITDA $ 189,839 $ 70,680 $ 260,519

Reconciliation of income before income taxes

Depreciation and amortization ( 48,086 )

Stock-based compensation expense ( 28,038 )

Corporate and unallocated expenses ( 91,021 )

Interest, net ( 21,212 )

Other, net 17,347

Income before income taxes

Six months ended June 30, 2024

Payment Software Biller Total

$ 322,823 $ 366,675 $ 689,498

Interchange (a)

— 236,594 236,594

Global technology and innovation (b)

118,553 23,786 142,339

Other segment items (c)

57,394 38,123 95,517

Segment Adjusted EBITDA $ 146,876 $ 68,172 $ 215,048

Reconciliation of income before income taxes

Depreciation and amortization ( 55,195 )

Stock-based compensation expense ( 18,819 )

Corporate and unallocated expenses ( 77,773 )

Interest, net ( 29,519 )

Other, net ( 869 )

Income before income taxes

(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.

12 unchanged sentences

The following is revenue by primary solution category for the Company’s reportable segments for the periods indicated (in thousands):

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Payment Software Biller Total

6 unchanged sentences

Total $ 179,343 $ 221,915 $ 401,258

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Payment Software Biller Total

6 unchanged sentences

Total $ 181,666 $ 191,813 $ 373,479

Three Months Ended March 31,

Six Months Ended June 30, 2025

Payment Software Biller Total

Primary Solution Categories

Bill Payments $ — $ 415,755 $ 415,755

Merchant Payments 77,314 77,314

Fraud Management 24,735 — 24,735

Real-Time Payments 65,209 — 65,209

Issuing and Acquiring 212,810 — 212,810

Total $ 380,068 $ 415,755 $ 795,823

Six Months Ended June 30, 2024

Payment Software Biller Total

Primary Solution Categories

Bill Payments $ — $ 366,675 $ 366,675

Merchant Payments 73,745 73,745

Fraud Management 20,694 — 20,694

Real-Time Payments 51,177 — 51,177

Issuing and Acquiring 177,207 — 177,207

Total $ 322,823 $ 366,675 $ 689,498

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Payment Software

7 unchanged sentences

The following is the Company's revenue by geographic location for the periods indicated (in thousands):

Three Months Ended March 31,

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

United States $ 275,855 $ 229,543 $ 512,609 $ 457,650

2 unchanged sentences

The following is the Company’s long-lived assets by geographic location for the periods indicated (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Long-lived Assets

2 unchanged sentences

Total $ 1,912,702 $ 1,961,758

No single customer accounted for more than 10% of the Company’s consolidated revenues during the three months ended March 31, 2025 and 2024.

No other country outside the United States accounted for more than 10% of the Company's consolidated revenues during the three months ended March 31, 2025 and 2024.

For the three months ended March 31, 2025, the Company's effective tax rate was 18 %.

The Company reported a tax charge on pretax income, with foreign entities recognizing earnings of $ 80.2 million.

The effective tax rate for the three months ended March 31, 2025, was positively impacted by excess tax deductions on stock-based compensation expense.

For the three months ended March 31, 2024, the Company's effective tax rate was negative 4 %.

The Company reported a tax charge on an overall pretax loss, with foreign entities reporting losses of $ 11.1 million.

The effective tax rate for the three months ended March 31, 2024, was negatively impacted by excess tax limitations on stock-based compensation expense.

No single customer accounted for more than 10% of the Company's consolidated revenue during the three and six months ended June 30, 2025 and 2024.

No other country outside the United States accounted for more than 10% of the Company's consolidated revenues during the three and six months ended June 30, 2025 and 2024.

For the three and six months ended June 30, 2025, the Company's effective tax rate was 32 % and 21 %, respectively.

The Company reported a tax charge on pretax income for both the three and six months ended June 30, 2025, with foreign entities recognizing earnings of $ 19.0 million and $ 99.2 million, respectively.

For the three and six months ended June 30, 2024, the Company's effective tax rate was 23 % and 30 %, respectively.

The Company reported a tax charge on pretax income for both the three and six months ended June 30, 2024, with foreign entities recognizing earnings of $ 51.7 million and $ 40.5 million, respectively.

The Company’s effective tax rate could fluctuate on a quarterly basis due to the occurrence of significant and unusual or infrequent items, such as vesting of stock-based compensation or foreign currency gains and losses.

The Company’s effective tax rate could also fluctuate due to changes in the valuation of its deferred tax assets or liabilities, or by changes in tax laws, regulations, accounting principles, or interpretations thereof.

In addition, the Company is occasionally subject to examination of its income tax returns by tax authorities in the jurisdictions it operates.

In addition, the Company is occasionally subject to examination of its income tax returns by tax authorities in the jurisdictions in which it operates.

The Company regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of its provision for income taxes.

As of March 31, 2025, and December 31, 2024, the amount of unrecognized tax benefits for uncertain tax positions was $ 21.1 million and $ 21.0 million, respectively, excluding related liabilities for interest and penalties of $ 0.4 million.

As of both June 30, 2025, and December 31, 2024, the amount of unrecognized tax benefits for uncertain tax positions was $ 21.0 million, excluding related liabilities for interest and penalties of $ 0.1 million and $ 0.4 million, respectively.

The Company believes it is reasonably possible that the total amount of unrecognized tax benefits will decrease within the next 12 months by approximately $ 0.8 million, due to the settlement of various audits and the expiration of statutes of limitation.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into U.S.

OBBBA includes a broad range of tax reform provisions, such as the permanent extension of certain expiring provisions of the 2017 Tax Cuts and Jobs Act and modifications to the international tax framework.

The Company is currently assessing the impact OBBBA will have on its consolidated financial statements.

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-Q

Item 1. Financial Statements