ACI WORLDWIDE, INC. 10-Q

ITEM 1. FINANCIAL STATEMENTS ACI WORLDWIDE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except share and per share amounts) June 30, 2025 December 31, 2024 ASSETS Current assets Cash and cash equivalents $ 189,697 $ 216,394 Receivables, net of allowances of $ 2,062 and $ 1,758 , respectively 398,164 414,399 Settlement assets 498,971 318,871 Prepaid expenses 37,212 29,218 Other current assets 20,706 11,940 Total current assets 1,144,750 990,822 Noncurrent assets Accrued receivables, net 345,608 360,079 Property and equipment, net 33,195 35,069 Operating lease right-of-use assets 29,179 28,864 Software, net 88,574 92,893 Goodwill 1,226,026 1,226,026 Intangible assets, net 156,538 165,377 Deferred income taxes, net 80,831 72,713 Other noncurrent assets 33,582 53,450 TOTAL ASSETS $ 3,138,283 $ 3,025,293 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 58,082 $ 45,422 Settlement liabilities 498,523 317,484 Employee compensation 40,786 55,567 Current portion of long-term debt 40,909 34,928 Deferred revenue 71,695 75,419 Other current liabilities 64,626 73,808 Total current liabilities 774,621 602,628 Noncurrent liabilities Deferred revenue 17,928 19,304 Long-term debt 857,112 889,649 Deferred income taxes, net 42,050 39,920 Operating lease liabilities 23,550 22,592 Other noncurrent liabilities 29,524 26,873 Total liabilities 1,744,785 1,600,966 Commitments and contingencies Stockholders’ equity Preferred stock; $ 0.01 par value; 5,000,000 shares authorized; no shares issued at June 30, 2025, and December 31, 2024 — — Common stock; $ 0.005 par value; 280,000,000 shares authorized; 140,525,055 shares issued at June 30, 2025, and December 31, 2024 702 702 Additional paid-in capital 733,542 731,927 Retained earnings 1,669,157 1,598,085 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 ) Accumulated other comprehensive loss ( 98,943 ) ( 121,473 ) Total stockholders’ equity 1,393,498 1,424,327 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 3,138,283 $ 3,025,293 The accompanying notes are an integral part of the condensed consolidated financial statements. 3 Table of contents ACI WORLDWIDE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited and in thousands, except per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenues Software as a service and platform as a service $ 271,258 $ 235,399 $ 508,341 $ 451,131 License 56,711 65,582 141,204 95,555 Maintenance 50,421 48,733 99,063 96,487 Services 22,868 23,765 47,215 46,325 Total revenues 401,258 373,479 795,823 689,498 Operating expenses Cost of revenue (1) 234,800 203,238 448,178 394,345 Research and development 41,107 35,410 80,015 70,403 Selling and marketing 28,741 28,551 60,927 55,301 General and administrative 37,651 24,993 65,243 50,993 Depreciation and amortization 24,101 27,586 48,086 55,195 Total operating expenses 366,400 319,778 702,449 626,237 Operating income 34,858 53,701 93,374 63,261 Other income (expense) Interest expense ( 14,527 ) ( 18,471 ) ( 29,210 ) ( 37,481 ) Interest income 3,934 3,953 7,998 7,962 Other, net ( 6,393 ) 1,156 17,347 ( 869 ) Total other income (expense) ( 16,986 ) ( 13,362 ) ( 3,865 ) ( 30,388 ) Income before income taxes 17,872 40,339 89,509 32,873 Income tax expense 5,670 9,452 18,437 9,737 Net income $ 12,202 $ 30,887 $ 71,072 $ 23,136 Income per common share Basic $ 0.12 $ 0.29 $ 0.68 $ 0.22 Diluted $ 0.12 $ 0.29 $ 0.67 $ 0.22 Weighted average common shares outstanding Basic 104,376 105,395 104,860 106,097 Diluted 105,103 106,166 105,960 106,815 (1) The cost of revenue excludes charges for depreciation and amortization. The accompanying notes are an integral part of the condensed consolidated financial statements. 4 Table of contents ACI WORLDWIDE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited and in thousands) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net income $ 12,202 $ 30,887 $ 71,072 $ 23,136 Other comprehensive income (loss): Foreign currency translation adjustments 14,651 ( 2,208 ) 22,530 ( 4,612 ) Total other comprehensive income (loss) 14,651 ( 2,208 ) 22,530 ( 4,612 ) Comprehensive income $ 26,853 $ 28,679 $ 93,602 $ 18,524 The accompanying notes are an integral part of the condensed consolidated financial statements. 5 Table of contents ACI WORLDWIDE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited and in thousands, except share amounts) 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 Net income — — 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 Net income — — 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. 6 Table of contents 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 Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Total Balance as of December 31, 2024 $ 702 $ 731,927 $ 1,598,085 $ ( 784,914 ) $ ( 121,473 ) $ 1,424,327 Net income — — 71,072 — 71,072 Other comprehensive income — — — — 22,530 22,530 Stock-based compensation — 28,038 — — — 28,038 Shares issued and forfeited, net, under stock plans — ( 26,423 ) — 28,836 — 2,413 Repurchase of 2,713,799 shares of common stock — — — ( 134,656 ) — ( 134,656 ) Repurchase of stock-based compensation awards for tax withholdings — — — ( 20,226 ) — ( 20,226 ) 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 Common Stock Additional Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Total Balance as of December 31, 2023 $ 702 $ 712,994 $ 1,394,967 $ ( 674,896 ) $ ( 109,470 ) $ 1,324,297 Net income — — 23,136 — — 23,136 Other comprehensive loss — — — — ( 4,612 ) ( 4,612 ) Stock-based compensation — 18,819 — — — 18,819 Shares issued and forfeited, net, under stock plans — ( 13,254 ) — 15,402 — 2,148 Repurchase of 3,743,220 shares of common stock — — — ( 120,693 ) — ( 120,693 ) Repurchase of stock-based compensation awards for tax withholdings — — — ( 6,339 ) — ( 6,339 ) 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. 7 Table of contents ACI WORLDWIDE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands) Six Months Ended June 30, 2025 2024 Cash flows from operating activities: Net income $ 71,072 $ 23,136 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation 6,345 7,195 Amortization 41,741 48,000 Amortization of operating lease right-of-use assets 4,842 4,999 Amortization of deferred debt issuance costs 1,270 1,598 Deferred income taxes ( 4,208 ) 1,516 Stock-based compensation expense 28,038 18,819 Gain on sale of equity investment ( 25,927 ) — Other 873 ( 2,067 ) Changes in operating assets and liabilities: Receivables 48,691 99,598 Accounts payable 12,411 4,849 Accrued employee compensation ( 16,202 ) ( 19,884 ) Deferred revenue ( 7,841 ) 8,317 Other current and noncurrent assets and liabilities ( 33,087 ) ( 17,818 ) Net cash flows from operating activities 128,018 178,258 Cash flows from investing activities: Purchases of property and equipment ( 4,326 ) ( 4,954 ) Purchases of software and distribution rights ( 12,142 ) ( 19,024 ) Proceeds from sale of equity investment 46,021 — Net cash flows from investing activities 29,553 ( 23,978 ) Cash flows from financing activities: Proceeds from issuance of common stock 1,632 1,397 Proceeds from exercises of stock options 796 752 Repurchase of stock-based compensation awards for tax withholdings ( 20,226 ) ( 6,339 ) Repurchases of common stock ( 133,770 ) ( 119,674 ) Redemption of 2026 Notes ( 400,000 ) — Proceeds from revolving credit facility 290,000 164,000 Repayment of revolving credit facility ( 100,000 ) ( 152,000 ) Proceeds from term portion of credit agreement 200,000 500,000 Repayment of term portion of credit agreement ( 18,750 ) ( 538,448 ) 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 61,573 ( 6,151 ) Net cash flows from financing activities ( 129,543 ) ( 170,273 ) Effect of exchange rate fluctuations on cash 5,909 1,290 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 8 Table of contents 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 Cash and cash equivalents $ 189,697 $ 156,983 Settlement deposits 109,258 67,135 Total cash and cash equivalents, including settlement deposits $ 298,955 $ 224,118 Supplemental cash flow information Income taxes paid $ 33,164 $ 14,686 Interest paid $ 35,736 $ 36,142 The accompanying notes are an integral part of the condensed consolidated financial statements. 9 Table of contents ACI WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. Condensed Consolidated Financial Statements The unaudited condensed consolidated financial statements include the accounts of ACI Worldwide, Inc. and its wholly-owned subsidiaries (collectively, the “Company”). All intercompany balances and transactions have been eliminated. 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 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. GAAP”) requires management to make judgments, estimates, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are affected by management’s application of accounting policies, as well as uncertainty in the current economic environment. Actual results could differ from those estimates. Other Current Liabilities The components of other current liabilities are included in the following table (in thousands): June 30, 2025 December 31, 2024 Vendor financed licenses $ 16,155 $ 14,462 Operating lease liabilities 8,559 9,265 Income taxes payable 3,347 3,284 Accrued interest 1,124 8,810 Other 35,441 37,987 Total other current liabilities $ 64,626 $ 73,808 Settlement Assets and Liabilities Individuals and businesses settle their obligations to the Company’s various Biller clients using credit or debit cards or via automated clearing house (“ACH”) payments. The Company creates a receivable for the amount due from the credit or debit card processor and an offsetting payable to the client. Upon confirmation that the funds have been received, the Company settles the obligation to the client. Due to timing, in some instances, the Company may (1) receive the funds into bank accounts controlled by and in the Company’s name that are not disbursed to its clients by the end of the day, resulting in a settlement deposit on the Company’s books and (2) disburse funds to its clients in advance of receiving funds from the credit or debit card processor, resulting in a net settlement receivable position. 10 Table of contents Off Balance Sheet Settlement Accounts The Company also enters into agreements with certain Biller clients to process payment funds on their behalf. When an ACH or automated teller machine network payment transaction is processed, a transaction is initiated to withdraw funds from the designated source account and deposit them into a settlement account, which is a trust account maintained for the benefit of the Company’s clients. A simultaneous transaction is initiated to transfer funds from the settlement account to the intended destination account. These “back to back” transactions are designed to settle at the same time, usually overnight, such that the Company receives the funds from the source at the same time as it sends the funds to their destination. However, due to the transactions being with various financial institutions there may be timing differences that result in float balances. These funds are maintained in accounts for the benefit of the client which is separate from the Company’s corporate assets. As the Company does not take ownership of the funds, these settlement accounts are not included in the Company’s balance sheet. 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 June 30, 2025, and December 31, 2024, was $ 233.1 million and $ 267.0 million, respectively. Fair Value 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 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). Goodwill 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, 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 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. Use of a discounted cash flow model is common practice in impairment testing in the absence of available transactional market evidence to determine the fair value. The calculated fair value was substantially in excess of the current carrying value for all reporting units based upon the October 1, 2024, annual impairment test and there have been no indications of impairment in the subsequent periods. Equity Method Investment In July 2019, the Company invested $ 18.3 million for a 30 % non-controlling financial interest in a payment technology and services company in India. 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 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. The Company recognized a gain on the sale of $ 25.9 million, which is recorded in other, net in the condensed consolidated statements of operations. 11 Table of contents Recently Issued Accounting Standards Not Yet Effective 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 December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , to enhance the transparency and decision usefulness of income tax disclosures. 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 our annual period beginning after December 15, 2024. ASU 2023-09 is expected to impact our income tax disclosures beginning with the consolidated financial statements included in the annual report on Form 10-K for the fiscal year ended December 31, 2025, but is not expected to have an impact on the Company's financial position, results of operations or cash flows. 2. Revenue In accordance with ASC 606, Revenue From Contracts With Customers , revenue is recognized 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 and services. Revenue is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities. See Note 9, Segment Information, for additional information, including disaggregation of revenue based on primary solution category. 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, software as a service ("SaaS"), and platform as a service ("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. Total receivables, net is comprised of the following (in thousands): June 30, 2025 December 31, 2024 Billed receivables $ 175,047 $ 198,486 Allowance for credit losses ( 2,062 ) ( 1,758 ) Billed receivables, net 172,985 196,728 Current accrued receivables, net 225,179 217,671 Long-term accrued receivables, net 345,608 360,079 Total accrued receivables, net 570,787 577,750 Total receivables, net $ 743,772 $ 774,478 No customer accounted for more than 10% of the Company’s consolidated receivables balance as of June 30, 2025 and December 31, 2024. 12 Table of contents 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. Changes in deferred revenue were as follows (in thousands): Balance, December 31, 2024 $ 94,723 Deferral of revenue 62,708 Recognition of deferred revenue ( 70,348 ) Foreign currency translation 2,540 Balance, June 30, 2025 $ 89,623 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. This does not include: • Revenue that will be recognized in future periods from capacity overages that are accounted for as a usage-based royalty. • 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 $ 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. 3. Debt 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. Credit Agreement 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. 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. 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 13 Table of contents 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 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. 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 customary negative covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, grant additional liens, and make certain acquisitions, investments, asset dispositions, and restricted payments. In addition, 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. The Credit Agreement also contains certain customary affirmative covenants and events of default. If an event of default, as specified in the Credit Agreement, shall occur and be continuing, the Company may be required to repay all amounts outstanding under the Credit Facilities. Senior Notes 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 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, Remainder of 2025 $ 21,250 2026 42,500 2027 42,500 2028 45,000 2029 752,500 Thereafter — Total $ 903,750 As of June 30, 2025, and at all times during the period, the Company was in compliance with its financial debt covenants. 14 Table of contents Total debt is comprised of the following (in thousands): June 30, 2025 December 31, 2024 Term loans $ 643,750 $ 462,500 Revolving credit facility 260,000 70,000 5.750 % Senior notes, due August 2026 — 400,000 Debt issuance costs ( 5,729 ) ( 7,923 ) Total debt 898,021 924,577 Less: current portion of term loans 42,500 37,500 Less: current portion of debt issuance costs ( 1,591 ) ( 2,572 ) Total long-term debt $ 857,112 $ 889,649 Overdraft Facility In 2019, the Company and ACI Payments, Inc. entered in to an uncommitted overdraft facility with Bank of America, N.A. The overdraft facility bears interest at the federal funds effective rate plus 2.25 % based on the Company’s average outstanding balance and the frequency in which overdrafts occur. The overdraft facility acts as a secured loan under the terms of the Credit Agreement to provide an additional funding mechanism for timing differences that can occur in the bill payment settlement process. Amounts outstanding on the overdraft facility are included in other current liabilities in the condensed consolidated balance sheet. As of June 30, 2025 and December 31, 2024, there was $ 75.0 million available and no amount outstanding on the overdraft facility. Other 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. 4. 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): June 30, 2025 December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Balance Gross Carrying Amount Accumulated Amortization Net Balance Software for internal use $ 499,381 $ ( 410,807 ) $ 88,574 $ 488,257 $ ( 395,364 ) $ 92,893 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 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): 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 15 Table of contents 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 Remainder of 2025 $ 29,685 $ 10,596 2026 36,636 21,193 2027 16,929 20,922 2028 5,030 18,522 2029 286 17,904 Thereafter 8 67,401 Total $ 88,574 $ 156,538 5. Stock-Based Compensation Plans Employee Stock Purchase Plan 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 A summary of stock option activity is as follows: Number of Shares Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value of In-the-Money Options ($) Outstanding as of December 31, 2024 539,270 $ 18.65 Exercised ( 44,516 ) 17.89 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. 16 Table of contents Performance Share Awards 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. 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. 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: Number of Shares Weighted Average Grant Date Fair Value Nonvested as of December 31, 2024 952,481 $ 35.21 Granted 459,741 59.78 Vested ( 507,754 ) 42.99 Forfeited ( 27,208 ) 39.96 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, 2025 2024 Expected life (years) 2.3 2.7 Risk-free interest rate 4.0 % 4.4 % Expected volatility 33.2 % 36.8 % Expected dividend yield — — Restricted Share Units A summary of nonvested restricted share unit awards ("RSUs") is as follows: Number of Shares Weighted Average Grant Date Fair Value Nonvested as of December 31, 2024 1,727,524 $ 29.95 Granted 1,063,270 52.44 Vested ( 674,034 ) 32.29 Forfeited ( 101,106 ) 35.63 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. 17 Table of contents 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. 6. Common Stock and Treasury Stock 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 authorize additional funds for the program. 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 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 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. 7. 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 June 30, 2025 2024 2025 2024 Weighted average shares outstanding: Basic weighted average shares outstanding 104,376 105,395 104,860 106,097 Add: 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 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. 18 Table of contents 8. Other, Net Other, net is comprised of the following items (in thousands): Three Months Ended June 30, Six Months Ended June 30, 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. 9. Segment Information In 2025, the Company made a change in organizational structure to align with its strategic direction. 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 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. The Company’s Chief Executive Officer is also the chief operating decision maker. The CODM, together with other senior management personnel, focus their review on consolidated financial information and the allocation of resources based on operating results, including revenues and Segment Adjusted EBITDA, for each segment, separate from corporate operations. No operating segments have been aggregated to form the reportable segments. Payment Software. Payment Software drives payments orchestration for banks and merchants. 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 (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. Biller. Within the Biller 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 and product. Expenses are attributed to the reportable segments in one of three methods: (1) direct costs of the segment, (2) labor costs that can be attributed based upon time tracking for individual projects, or (3) costs that are allocated. 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, 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. The overhead costs relate to 19 Table of contents 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 June 30, 2025 Payment Software Biller Total Revenue $ 179,343 $ 221,915 $ 401,258 Less: Interchange (a) — 151,063 151,063 Global technology and innovation (b) 65,177 12,002 77,179 Other segment items (c) 30,888 19,065 49,953 Segment Adjusted EBITDA $ 83,278 $ 39,785 $ 123,063 Reconciliation of income before income taxes Depreciation and amortization ( 24,101 ) Stock-based compensation expense ( 16,411 ) Corporate and unallocated expenses ( 47,693 ) Interest, net ( 10,593 ) Other, net ( 6,393 ) Income before income taxes $ 17,872 Three Months Ended June 30, 2024 Payment Software Biller Total Revenue $ 181,666 $ 191,813 $ 373,479 Less: Interchange (a) — 124,200 124,200 Global technology and innovation (b) 58,121 11,803 69,924 Other segment items (c) 28,958 18,375 47,333 Segment Adjusted EBITDA $ 94,587 $ 37,435 $ 132,022 Reconciliation of income before income taxes Depreciation and amortization ( 27,586 ) Stock-based compensation expense ( 10,720 ) Corporate and unallocated expenses ( 40,015 ) Interest, net ( 14,518 ) Other, net 1,156 Income before income taxes $ 40,339 20 Table of contents Six months ended June 30, 2025 Payment Software Biller Total Revenue $ 380,068 $ 415,755 $ 795,823 Less: 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 $ 89,509 Six months ended June 30, 2024 Payment Software Biller Total Revenue $ 322,823 $ 366,675 $ 689,498 Less: 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 $ 32,873 (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. 21 Table of contents (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. 22 Table of contents The following is revenue by primary solution category for the Company’s reportable segments for the periods indicated (in thousands): Three Months Ended June 30, 2025 Payment Software Biller Total Primary Solution Categories Bill Payments $ — $ 221,915 $ 221,915 Merchant Payments 39,655 39,655 Fraud Management 15,161 — 15,161 Real-Time Payments 39,471 — 39,471 Issuing and Acquiring 85,056 — 85,056 Total $ 179,343 $ 221,915 $ 401,258 Three Months Ended June 30, 2024 Payment Software Biller Total Primary Solution Categories Bill Payments $ — $ 191,813 $ 191,813 Merchant Payments 38,017 38,017 Fraud Management 9,187 — 9,187 Real-Time Payments 26,429 — 26,429 Issuing and Acquiring 108,033 — 108,033 Total $ 181,666 $ 191,813 $ 373,479 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 23 Table of contents Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Payment Software Software as a service and platform as a service $ 49,343 $ 43,586 $ 92,586 $ 84,456 License 56,711 65,582 141,204 95,555 Maintenance 50,421 48,733 99,063 96,487 Services 22,868 23,765 47,215 46,325 Total $ 179,343 $ 181,666 $ 380,068 $ 322,823 Biller Software as a service and platform as a service $ 221,915 $ 191,813 $ 415,755 $ 366,675 Total $ 221,915 $ 191,813 $ 415,755 $ 366,675 The following is the Company's revenue by geographic location for the periods indicated (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenue United States $ 275,855 $ 229,543 $ 512,609 $ 457,650 Other 125,403 143,936 283,214 231,848 Total $ 401,258 $ 373,479 $ 795,823 $ 689,498 The following is the Company’s long-lived assets by geographic location for the periods indicated (in thousands): June 30, 2025 December 31, 2024 Long-lived Assets United States $ 1,142,064 $ 1,169,965 Other 770,638 791,793 Total $ 1,912,702 $ 1,961,758 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. 10. Income Taxes 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 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. 24 Table of contents 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. tax law. 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. 25 Table of contents