What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-27 · 216 added, 132 removed, 1220 unchanged (22% of the section changed)

40 unchanged sentences

None of the Company’s directors or officers adopted , modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended December 31, 2025.

Non-Employee Director Restricted Share Unit Award Agreement Amendment

On February 23, 2026, the Board approved an amendment (the “Amendment”) to the Company’s non-employee director Restricted Share Unit Award Agreements granted in 2025 (the “2025 RSU Agreements’) under the Company’s 2020 Plan.

Pursuant to the Amendment, in the event a non-employee director’s service on the Board terminates for any reason (other than death or disability) prior to the scheduled vesting date of an outstanding equity award, such award will vest on a ratable basis based on the portion of the applicable vesting period completed as of the date of termination, rather than being forfeited in its entirety.

Any unvested portion of the award that has not vested on a ratable basis as of the termination date will be forfeited in accordance with the terms of the 2020 Plan, as amended from time-to-time.

The Amendment applies to equity awards granted to non-employee directors under the 2025 RSU Agreements, and to their outstanding awards previously granted under the 2020 Plan.

The Amendment does not alter the form or amount of equity compensation granted to non-employee directors, but solely modifies the vesting treatment upon a termination of Board service prior to the applicable vesting date.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.20 to this Form 10-K and is incorporated herein by reference.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The information under the heading “Executive Officers of the Registrant” in Part 1, Item 1 of this Form 10-K is incorporated herein by reference.

The other information required by this Item 10 is incorporated by reference from our Proxy Statement for the Annual Meeting of Stockholders to be held on or about June 3, 2025 (the “2025 Proxy Statement“), under the sections entitled “Proposal 1 – Election of Directors,” “Information Regarding Security Ownership – Section 16(a) Beneficial Ownership Reporting Compliance,” "Corporate Governance – Code of Business Conduct and Ethics,” and “Corporate Governance – Board Committees.”

The other information required by this Item 10 is incorporated by reference from our Proxy Statement for the Annual Meeting of Stockholders to be held on or about June 2, 2026 (the “2026 Proxy Statement“), under the sections entitled “Proposal 1 – Election of Directors,” “Information Regarding Security Ownership – Section 16(a) Beneficial Ownership Reporting Compliance,” "Corporate Governance – Code of Business Conduct and Ethics,” "Corporate Governance - Insider Trading Policy", and “Corporate Governance – Board Committees.”

EXECUTIVE COMPENSATION

199 unchanged sentences

104,805 106,493 108,857

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

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

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

21 unchanged sentences

Net income — — 121,509 — — 121,509

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

Other comprehensive income

— — — — 8,190 8,190

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

5 unchanged sentences

Net income — — 203,118 — — 203,118

Other comprehensive income

Other comprehensive loss

— — — — ( 12,003 ) ( 12,003 )

6 unchanged sentences

Net income — — 226,658 — — 226,658

Other comprehensive loss

Other comprehensive income

— — — — 18,335 18,335

25 unchanged sentences

70,633 41,281 24,547

Gain on divestiture — — ( 38,452 )

Gain on sale of equity investment

( 25,927 ) — —

2,117 1,920 1,921

Changes in operating assets and liabilities, net of impact of divestiture:

15 unchanged sentences

( 20,445 ) ( 29,649 ) ( 28,853 )

Proceeds from divestiture — — 100,139

Proceeds from sale of equity investment

( 5,447 ) — —

Net cash flows from investing activities

9 unchanged sentences

( 202,638 ) ( 127,670 ) ( 27,587 )

Redemption of 2026 Notes

( 400,000 ) — —

Proceeds from revolving credit facility

3 unchanged sentences

Proceeds from term portion of credit agreement

200,000 500,000 —

Repayments of term portion of credit agreement

8 unchanged sentences

572 697 4,961

Net increase in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

( 6,022 ) 26,197 24,149

22 unchanged sentences

The Company’s outstanding capital stock consists of a single class of common stock.

Each share of common stock is entitled to one vote for each matter subject to a stockholder’s vote and to dividends, if and when declared by the board of directors (the “board”).

Each share of common stock is entitled to one vote for each matter subject to a stockholder’s vote and to dividends, if and when declared by the Board.

Use of Estimates

9 unchanged sentences

Vendor financed licenses $ 11,866 $ 14,462

Sales tax payable 10,761 7,182

Operating lease liabilities 8,856 9,265

Income taxes payable 5,258 3,284

Accrued interest 482 8,810

59 unchanged sentences

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 $ 399.2 million and $ 398.5 million as of December 31, 2024 and 2023, 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).

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During this assessment, management relies on a number of factors, including operating results, business plans, and anticipated future cash flows.

The Company has identified its reportable segments, Banks, Merchants, and Billers, as the reporting units.

As of December 31, 2024, the Company's goodwill balance of $ 1.2 billion was allocated $ 671.7 million to Banks, $ 137.3 million to Merchants, and $ 417.0 million to Billers.

As discussed in Note 9, Segment Information , in 2025, the Company 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.

Changes in the carrying amount of goodwill attributable to each reporting unit during the year ended December 31, 2025 were as follows (in thousands):

Payment Software Biller Total

Balance, December 31, 2024 $ 808,992 $ 417,034 $ 1,226,026

Goodwill from acquisition (1) 5,102 — 5,102

Balance, December 31, 2025 $ 814,094 $ 417,034 $ 1,231,128

(1) Goodwill from acquisition reflects $ 5.1 million arising from an acquisition completed in October 2025.

No other amounts recognized in the transaction were material.

The key assumptions used in the discounted cash flow valuation model include discount rates, growth rates, cash flow projections, and terminal value rates.

10 unchanged sentences

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 .

The Company records its share of earnings and losses in the investment on a one-quarter lag basis.

Accordingly, the Company recorded an investment of $ 18.6 million and $ 18.5 million, which is included in other noncurrent assets in the consolidated balance sheet as of December 31, 2024 and 2023, respectively.

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 consolidated statements of operations.

Impairment of Long-Lived Assets

25 unchanged sentences

Recently Issued Accounting Standards Not Yet Effective

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 annual periods beginning after December 15, 2024, and early application is permitted for annual

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

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

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

3 unchanged sentences

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

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326) , to simplify the estimation of expected credit losses for certain short-term receivables and contract assets arising from revenue transactions.

The ASU introduces a practical expedient that allows entities to assume current economic conditions will persist through the reasonable and supportable forecast period for eligible assets.

ASU 2025-05 is effective for annual periods beginning after December 15, 2025, with early adoption permitted.

The Company does not expect the adoption of ASU 2025-05 to have a material impact on its financial statements or related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

The amendments in this update modernize the accounting guidance for internal-use software by replacing the previous stage-based model with a principles-based framework.

Under the new guidance, cost capitalization begins when (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used for its intended purpose.

The update also supersedes the existing rules for website development costs, incorporating them into the internal-use software framework.

ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and early adoption is permitted.

The Company is currently evaluating the impact that the adoption of ASU 2025-06 will have on its financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025‑11, which updates interim reporting guidance under Topic 270 by introducing a principles‑based framework for determining the form and content of interim financial statements.

The amendments clarify that interim reports should focus on significant changes since the last annual period and require disclosure of material events and transactions occurring during interim periods.

The update also eliminates outdated language, aligns certain interim disclosure requirements with annual reporting, and provides guidance on applying materiality to interim disclosures.

ASU 2025‑11 is effective for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of this guidance on its interim financial statements and related disclosures.

Recently Adopted Accounting Pronouncements

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

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

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

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

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 require disclosure of more disaggregated information about a reporting entity's effective tax rate reconciliation and income taxes paid.

The amended guidance is effective for annual periods beginning after December 15, 2024.

The Company adopted the guidance prospectively for the annual period ending December 31, 2025.

The adoption of ASU 2023‑09 resulted in updated presentation and categorization of certain income tax disclosures.

The adoption did not have an impact on the Company’s consolidated statements of income, financial position, cash flows, or previously reported income tax expense.

Refer to Note 10, Income Taxes, for further details.

Revenue Recognition

21 unchanged sentences

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

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

customer exceeds its contracted license capacity limits.

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

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

61 unchanged sentences

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

Provision increase

Provision (increase) decrease

125 ( 325 ) ( 526 )

4 unchanged sentences

$ ( 1,269 ) $ ( 1,758 ) $ ( 4,295 )

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

Provision adjustments recorded in general and administrative expense during the years ended December 31, 2025, December 31, 2024, and 2023, reflect adjustments in the allowance for doubtful accounts based upon collection experience, net of collection of customer-specific receivables that were previously reserved for as doubtful of collection.

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

20 unchanged sentences

As of December 31, 2025 and 2024, $ 1.5 million and $ 2.0 million of these costs are included in other current assets, respectively, and $ 9.2 million and $ 9.9 million of these costs are included in other noncurrent assets, respectively, on the consolidated balance sheets.

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

During the years ended December 31, 2025 and 2024, the Company recognized $ 6.8 million and $ 8.7 million of sales commission expense, respectively, related to the amortization of these costs, which is included in selling and marketing expense on the consolidated statements of operations.

The Company capitalizes costs incurred to fulfill its contracts that:

3 unchanged sentences

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

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

Corporate Online Banking Solutions

On June 7, 2022, the Company announced a definitive agreement to divest its corporate online banking solutions related assets and liabilities to One Equity Partners ("OEP") for $ 100.0 million, and a net working capital adjustment.

The sale included employees and customer contracts as well as technology assets and intellectual property and closed on September 1, 2022.

For the year ended December 31, 2022, the Company recognized a gain of $ 38.5 million on the sale, which is recorded in other, net on the consolidated statements of operations.

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

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

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

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

During the years ended December 31, 2025 and 2024, the Company recognized $ 5.4 million and $ 3.6 million of expense, respectively, related to the amortization of these costs, which is included in cost of revenue on the consolidated statements of operations.

As of December 31, 2025, the Company had $ 200.0 million and $ 622.5 million outstanding under its Revolving Credit Facility and Term Loans, respectively, with up to $ 398.1 million of unused borrowings under the Revolving Credit Facility portion of the Credit Agreement, as amended, and up to $ 1.9 million of unused borrowings under the Letter of Credit agreements.

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.

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 SOFR for applicable interest period relevant to such borrowing, in each case plus an applicable margin.

16 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, which commenced on February 15, 2019.

The 2026 Notes will mature on August 15, 2026.

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 at December 31, 2025, are as follows (in thousands):

2 unchanged sentences

Total $ 822,500

The Revolving Credit Facility and 2026 Notes do not amortize.

The Revolving Credit Facility does not amortize.

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

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

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

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

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

In addition, the Credit Agreement contains certain customary mandatory prepayment provisions.

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

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

4 unchanged sentences

5.750 % Senior Notes, due August 2026

400,000 400,000

Debt issuance costs

14 unchanged sentences

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

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

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

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

During the year ended December 31, 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 December 31, 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 consolidated balance sheet.

Software and Other Intangible Assets

6 unchanged sentences

Software for internal use $ 471,173 $ ( 394,851 ) $ 76,322 $ 488,257 $ ( 395,364 ) $ 92,893

Software for resale 106,594 ( 105,393 ) 1,201 102,979 ( 102,979 ) —

Total software $ 577,767 $ ( 500,244 ) $ 77,523 $ 591,236 $ ( 498,343 ) $ 92,893

Software for internal use amortization expense recorded during the years ended December 31, 2025, 2024, and 2023, totaled $ 62.9 million, $ 63.3 million, and $ 64.8 million, respectively.

1 unchanged sentence

Software for resale amortization expense recorded during the year ended December 31, 2025 totaled $ 0.1 million.

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

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

There was no software for resale amortization expense recorded during the years ended December 31, 2024 and 2023.

These software amortization expense amounts are reflected in cost of revenue in the 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):

5 unchanged sentences

Customer relationships $ 453,414 $ ( 306,352 ) $ 147,062 $ 444,385 $ ( 279,008 ) $ 165,377

$ 444,385 $ ( 279,008 ) $ 165,377 $ 447,654 $ ( 252,828 ) $ 194,826

Trademarks and trade names

3 unchanged sentences

Other intangible assets amortization expense recorded during the years ended December 31, 2025, 2024, and 2023, totaled $ 21.1 million, $ 29.5 million, and $ 33.8 million, respectively.

Customer relationships amortization expense amounts are reflected in depreciation and amortization in the consolidated statements of operations.

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

18 unchanged sentences

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

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

Compensation expense related to the ESPP was approximately $ 0.6 million for the year ended December 31, 2025, and $ 0.5 million for both the years ended December 31, 2024 and 2023.

Stock Incentive Plans – Active Plans

34 unchanged sentences

Exercisable, December 31, 2025 107,200 $ 20.11 0.72 $ 2,968,912

The Company did not grant stock options during the years ended December 31, 2024, 2023, and 2022.

The Company did no t grant stock options during the years ended December 31, 2025, 2024, and 2023.

The total intrinsic value of stock options exercised during the years ended December 31, 2025, 2024, and 2023, was $ 12.9 million, $ 10.9 million, and $ 2.1 million, respectively.

1 unchanged sentence

During the years ended December 31, 2025, 2024, and 2023, pursuant to the 2020 Plan, the Company granted performance share awards with a total shareholder return component ("TSRs").

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

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

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

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

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

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

To determine the grant date fair value of the TSRs, a Monte Carlo simulation model is used.

6 unchanged sentences

Granted 459,741 59.78

Vested ( 507,754 ) 42.99

Forfeited ( 99,739 ) 44.50

1 unchanged sentence

Nonvested as of December 31, 2025 1,058,606 $ 43.22

During the year ended December 31, 2024, the TSRs granted in 2021 were earned by the employees.

However, the performance goals were not met and no shares were issued.

During the year ended December 31, 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 years ended December 31, 2025, 2024, and 2023, were estimated on the date of grant using the Monte Carlo simulation model, acceptable under ASC 718, using the following weighted-average assumptions:

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The Company withheld 386,348 of those shares to pay the employees’ portion of the minimum payroll withholding taxes.

Certain RSUs vest upon retirement eligibility, but settle on the original contractual settlement date.

These awards are reflected as vested when retirement eligibility is achieved and remain outstanding but unsettled until delivery occurs.

As of December 31, 2025, there was unrecognized compensation expense of $ 67.6 million related to RSUs and $ 17.1 million related to TSRs, which the Company expects to recognize over a weighted average period of 2.1 years and 1.5 years, respectively.

2 unchanged sentences

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

In 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.

In October 2025, the Board approved the repurchase of the Company's common stock of up to $ 500.0 million, in place of the remaining purchase amounts previously authorized.

The Company repurchased 4,179,747 shares for $ 203.8 million under the program for the year ended December 31, 2025.

1 unchanged sentence

As of December 31, 2025, the maximum remaining amount authorized for purchase under the stock repurchase program was $ 456.4 million.

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

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

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

Treasury shares issued by award type are as follows:

21 unchanged sentences

Common stock outstanding as of December 31, 2025 and 2024, was 102,712,071 and 105,254,913 , respectively.

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

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

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

Years Ended December 31,

2025 2024 2023

Foreign currency transaction losses $ ( 5,105 ) $ ( 2,144 ) $ ( 8,322 )

Gain on sale of equity investment 25,927 — —

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

Equity investment earnings — 955 318

Other — 8 ( 506 )

Total other, net

$ 19,729 $ ( 1,181 ) $ ( 8,510 )

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

Segment Information

The Company reports financial performance based on its operating segments, Banks, Merchants, and Billers, and analyzes Segment Adjusted EBITDA as a measure of segment profitability.

The Company’s Chief Executive Officer is also the chief operating decision maker ("CODM").

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.

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

Payment Software.

Payment Software drives payments orchestration for banks and merchants.

ACI provides payment solutions to large and mid-sized 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.

In addition, they enable banks to meet the requirements of different 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.

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

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

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

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

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

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 types as well as provide a convenient consumer payments experience that helps billers optimize growth and operational efficiencies while improving customer experience.

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.

Revenue is attributed to the reportable segments based upon customer and product.

Expenses are attributed to the reportable segments in one of three methods:

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Year Ended December 31, 2025

Payment Software Biller Total

$ 942,053 $ 817,729 $ 1,759,782

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Year Ended December 31, 2024

Payment Software Biller Total

$ 867,770 $ 726,518 $ 1,594,288

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Year Ended December 31, 2023

Banks Merchants Billers Total

Payment Software Biller Total

$ 766,667 $ 685,912 $ 1,452,579

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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.

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, are included.

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

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Year Ended December 31, 2025

Banks Merchants Billers Total

Payment Software Biller Total

Primary Solution Categories

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Merchant Payments 170,670 170,670

Fraud Management 52,412 — — 52,412

Payments Intelligence

53,270 — 53,270

Real-Time Payments 138,283 — 138,283

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Year Ended December 31, 2024

Banks Merchants Billers Total

Payment Software Biller Total

Primary Solution Categories

Bill Payments $ — $ 726,518 $ 726,518

Digital Business Banking 2,792 — — 2,792

Merchant Payments 165,910 165,910

Fraud Management 63,503 — — 63,503

Payments Intelligence

52,412 — 52,412

Real-Time Payments 126,740 — 126,740

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Year Ended December 31, 2023

Banks Merchants Billers Total

Payment Software Biller Total

Primary Solution Categories

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Merchant Payments 150,616 — 150,616

Fraud Management 47,421 — — 47,421

Payments Intelligence

63,503 — 63,503

Real-Time Payments 128,957 — 128,957

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Total $ 766,667 $ 685,912 $ 1,452,579

As discussed in Note 3, Divestiture, in 2022 the Company divested its corporate online banking solution assets, which were included in the Digital Business Banking solution category.

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

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2025 2024 2023

Software as a service and platform as a service $ 45,020 $ 39,803 $ 48,932

License 388,291 311,549 336,028

Maintenance 176,797 189,650 184,017

Services 91,752 75,049 69,608

Total $ 701,860 $ 616,051 $ 638,585

Payment Software

Software as a service and platform as a service $ 190,719 $ 171,461 $ 163,331

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Software as a service and platform as a service $ 817,729 $ 726,518 $ 685,816

License — — —

Maintenance — — 96

Services — — —

Total $ 817,729 $ 726,518 $ 685,912

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No other country outside the United States accounted for more than 10% of the Company’s consolidated revenues during the years ended December 31, 2025, 2024, and 2023.

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 enactment of OBBBA did not have a material impact on the Company’s results of operations, financial position, or cash flows for the year.

For financial reporting purposes, income (loss) before income taxes includes the following components (in thousands):

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Total $ 80,012 $ 47,291 $ 26,118

Differences between the income tax expense computed at the statutory federal income tax rate and per the consolidated statements of operations are summarized as follows (in thousands):

Differences between the income tax expense computed at the statutory federal income tax rate and per the consolidated statements of operations, after adoption of ASU 2023-09, are summarized as follows (in thousands):

Year Ended December 31,

Amount Percent

federal statutory tax rate $ 64,401 21.00 %

State and local income taxes, net of federal income tax effect (1) 1,712 0.56

Foreign tax effects

Statutory tax rate difference between Ireland and United States ( 17,010 ) ( 5.55 )

Withholding tax on royalties and service income 19,190 6.26

Other 1,088 0.35

Withholding tax on dividends 5,926 1.93

Other ( 2,218 ) ( 0.72 )

Other foreign jurisdictions 7,449 2.43

Effect of changes in tax laws or rates enacted in the current period — —

Effect of cross-border tax laws

Other 529 0.17

Other ( 3,059 ) ( 1.00 )

Changes in valuation allowances 1,476 0.48

Nontaxable or nondeductible items

Other 855 0.28

Changes in unrecognized tax benefits ( 627 ) ( 0.20 )

Other 300 0.10

Effective tax rate $ 80,012 26.09 %

(1) The states that contribute to the majority (greater than 50 percent) of the tax effect include California, Maryland, and New Jersey.

As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the following is a reconciliation of differences between the income tax expense computed at the statutory federal income tax rate and per the consolidated statements of operations are summarized as follows (in thousands):

Years Ended December 31,

2024 2023 2022

Tax expense at federal rate of 21% $ 52,586 $ 31,002

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Income tax provision $ 47,291 $ 26,118

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

The following table presents supplemental cash flow information related to income taxes paid (net of refunds) by jurisdiction for the year ended December 31, (in thousands):

Federal $ 6,807

State and local 2,888

Ireland 57,301

United Kingdom 6,612

All other foreign 7,054

Total $ 90,046

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

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The Company had provided a $ 1.7 million valuation allowance against the tax benefit associated with these foreign credits.

The Company also had domestic federal general business tax credit carryforwards at December 31, 2024, of $ 26.6 million, which will expire in 2037 and state general business tax credit carryforwards of $ 0.4 million, which will begin to expire in 2026.

The Company did not provide deferred taxes on $ 45.7 million of unremitted earnings of its Indian subsidiaries that are considered permanently reinvested.

The company did not estimate the deferred tax liability on these earnings as such estimation is not practicable to determine or is immaterial to the financial statements.

The Company also had domestic federal general business tax credit carryforwards at December 31, 2025, of $ 29.8 million, which will begin to expire in 2037 and state general business tax credit carryforwards of $ 0.5 million, which will begin to expire in 2026.

As of December 31, 2025, deferred taxes for non-United States withholding and other taxes were provided on $ 74.1 million of unremitted earnings of non-United States subsidiaries that may be remitted to the United States.

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The deferred interest deduction has an indefinite life.

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

Of the total unrecognized tax benefit amounts at December 31, 2024 and 2023, $ 20.4 million and $ 20.1 million, respectively, represent the net unrecognized tax benefits that, if recognized, would favorably impact the effective income tax rate in the respective years.

As of December 31, 2025 and 2024, the unrecognized tax benefits were $ 20.3 million and $ 21.0 million, respectively, of which $ 8.7 million and $ 10.7 million, respectively, are included in other noncurrent liabilities in the consolidated balance sheets.

Of the total unrecognized tax benefit amounts as of December 31, 2025 and 2024, $ 19.7 million and $ 20.4 million, respectively, represent net unrecognized tax benefits that, if recognized, would have a favorable impact on the Company's effective income tax rate.

A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31 is as follows (in thousands):

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In the foreign jurisdictions, the tax returns open for audit generally vary by jurisdiction between 2017 and 2024.

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

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

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

The Company is being audited by the Canada Revenue Agency for the years ended December 31, 2019 to 2021, and by the Indian tax authority for fiscal years ended March 31, 2021 to 2023.

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

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However, differing positions on certain issues could be upheld by tax authorities, which could adversely affect the Company’s financial condition and results of operations.

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 limitations.

The Company accrues interest related to uncertain tax positions in interest expense or interest income and recognizes penalties related to uncertain tax positions in other income or other expense.

As of December 31, 2024 and 2023, $ 0.4 million and $ 0.5 million, respectively, is accrued for the payment of interest and penalties related to income tax liabilities.

The aggregate amount of interest and penalties expense (benefit) recorded in the statements of operations for the years ended December 31, 2024, 2023, and 2022, was $( 0.1 ) million, $( 0.1 ) million, and $( 0.5 ) million, respectively.

The Company accrues interest related to uncertain tax positions in interest expense or interest income and recognizes penalties related to uncertain tax positions in other income (expense).

As of December 31, 2024, $ 0.4 million was accrued for the payment of interest and penalties related to income tax liabilities.

There was no amount accrued for the payment of interest and penalties related to income tax liabilities as of December 31, 2025.

For the years ended December 31, 2025, 2024, and 2023, the total expense (benefit) for interest and penalties recorded in the statements of operations was $( 0.4 ) million, $( 0.1 ) million, and $( 0.1 ) million, respectively.

The Company has operating leases primarily for corporate offices and data centers.

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

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

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

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

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Sublease income

( 1,693 ) ( 359 ) —

Total lease cost

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Fiscal Year Ending December 31,

2025 $ 10,213

Total lease payments

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If the Company determines it is probable a loss has occurred, then any estimable loss would be recognized under those guarantees and indemnifications.

Under its customer agreements, the Company may agree to indemnify, defend, and hold harmless its customers from and against certain losses, damages, and costs arising from claims alleging that the use of its software infringes the intellectual property of a third-party.

Under its customer agreements, the Company may agree to indemnify, defend, and hold harmless its customers from and against

certain losses, damages, and costs arising from claims alleging that the use of its software infringes the intellectual property of a third-party.

Historically, the Company has not been required to pay material amounts in connection with claims asserted under these provisions, and accordingly, the Company has not recorded a liability relating to such provisions.

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

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

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

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

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

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Legal Proceedings

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

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

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

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

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

The Company is from time to time subject to other claims, litigation, and investigations.

The Company is from time to time subject to various claims, litigation, and investigations.

While the Company believes that none of the currently pending matters is reasonably likely to have a material adverse effect on it, there can be no assurance with respect thereto or future matters.

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The ACI 401(k) Plan is a defined contribution plan covering all domestic employees of the Company.

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

Participants may contribute up to 75 % of their annual eligible compensation up to a maximum of $ 23,500 (for employees who are under the age of 50 on December 31, 2025) or a maximum of $ 31,000 (for employees aged 50 to 59 and 64 or older on December 31, 2025).

Employees turning age 60 to 63 in 2025 may contribute an additional catch up amount of $ 11,250 .

The Company matches 100 % of the first 4 % of eligible participant contributions and 50 % of the next 4 % of eligible participant contributions, not to exceed $ 7,500 per employee annually.

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

Employees are eligible for the Company match immediately.

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

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

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

ACI-EMEA contributions charged to expense were $ 1.9 million during the year ended December 31, 2025 and $ 1.7 million during both the years ended December 31, 2024 and 2023 .

EXHIBIT INDEX

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4.01 (3) Form of Common Stock Certificate (P)

4.02 (4) Indenture, dated as of August 21, 2018, among ACI Worldwide, Inc., the guarantors listed therein, and Wilmington Trust, National Association, as trustee

4.03 Form of 5.750% Senior Notes due 2026 (Included as Exhibit A to Exhibit 4.02)

4.04 Description of Securities

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2005 Equity and Performance Incentive Plan, as amended

10.03 (7)* Form of Indemnification Agreement between the Company and certain officers, including executive officers

10.03 Form of Indemnification Agreement

ACI Worldwide, Inc.

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

Lender Addition and Acknowledgement Agreement, dated June 18, 2025, by and among ACI Worldwide, Inc., ACI Worldwide Corp., ACI Payments, Inc., Bank of America, N.A.

and BofA Securities, Inc.

ACI Worldwide, Inc.

2016 Equity and Performance Incentive Plan

Form of 2016 Restricted Share Unit Award Agreement for the Company’s 2016 Equity and Performance Incentive Plan

Form of 2016 Performance Share Award Agreement (rTSR Performance Share Awards)

Form of Change in Control Employment Agreement between ACI Worldwide, Inc.

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

Form of Director Restricted Share Unit Award Agreement

A mendment to Director Restricted Share Unit Award Agreement

Form of Performance Share Award Agreement dated March 2025

Form of Restricted Share Unit Award Agreement dated March 2025

Form of Performance Share Award Agreement

Form of Restricted Share Unit Award Agreement

Form of Executive Performance Share Award Agreement

Form of Executive Restricted Share Unit Award Agreement

Former Chief Financial Officer Omnibus Amendment to Equity Award Agreements

Form of Severance Agreement between ACI Worldwide, Inc.

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33-88292 on Form S-1.

(4) Incorporated herein by reference to Exhibit 4.1 to the registrant’s current report on Form 8-K filed August 21, 2018.

(4) Incorporated herein by reference to Annex A to the registrant’s Proxy Statement filed on April 27, 2017.

(5) Incorporated herein by reference to Exhibit 10.07 to the registrant’s quarterly report on Form 10-Q for the period ended June 30, 2014.

(7) Incorporated herein by reference to Exhibit 10.10 to the registrant’s annual report on Form 10-K for the year ended December 31, 2009.

(6) Incorporated herein by reference to Annex A to the registrant’s Proxy Statement for its 2013 Annual Meeting (File No.

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(11) Incorporated herein by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed June 20, 2025.

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

(13) Incorporated herein by reference to Exhibit 10.26 to the registrant’s annual report on Form 10-K for the year ended December 31, 2017.

(15) Incorporated herein by reference to Exhibit 10.4 to the registrant’s current report on Form 8-K filed March 8, 2019.

(16) Incorporated herein by reference to Exhibit 10.2 to the registrant’s current report on Form 8-K filed February 20, 2020.

(14) Incorporated herein by reference to Exhibit 10.03 to the registrant's quarterly report on Form 10-Q for the period ended March 31, 2020.

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

(20) Incorporated herein by reference to Exhibit 10.01 to the registrant's quarterly report on Form 10-Q for the period ended March 31, 2025.

(21) Incorporated herein by reference to Exhibit 10.02 to the registrant's quarterly report on Form 10-Q for the period ended March 31, 2025.

(22) Incorporated herein by reference to Exhibit 10.01 to the registrant's quarterly report on Form 10-Q for the period ended June 30, 2025.

(23) Incorporated herein by reference to Exhibit 10.02 to the registrant's quarterly report on Form 10-Q for the period ended June 30, 2025.

(24) Incorporated herein by reference to Exhibit 10.03 to the registrant's quarterly report on Form 10-Q for the period ended June 30, 2025.

(25) Incorporated herein by reference to Exhibit 10.04 to the registrant's quarterly report on Form 10-Q for the period ended June 30, 2025.

(26) Incorporated herein by reference to Exhibit 10.05 to the registrant's quarterly report on Form 10-Q for the period ended June 30, 2025.

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

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February 26, 2026

/ S / SCOTT W.

/ S / ROBERT W.

Executive Vice President, Chief Financial Officer, and Chief Accounting Officer (Principal Financial Officer)

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Director February 26, 2026

/ S / JANET O.

Director February 27, 2025

/ S / MARY HARMAN

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Katrinka McCallum

/ S / CHARLES E.

Director February 27, 2025

/ S / SAMIR ZABANEH

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Samir Zabaneh

/ S / TODD FORD

Director February 26, 2026

/ S / DIDIER LAMOUCHE

Director February 26, 2026

Didier Lamouche

Director February 26, 2026

Kimberly deBeers

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

What changed 10-K

Item 9A. Controls and Procedures