What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-07 compared with 2025-11-06 · 135 added, 260 removed, 506 unchanged (44% of the section changed)

4 unchanged sentences

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Current assets

53 unchanged sentences

5,000,000 shares authorized;

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

no shares issued at March 31, 2026, and December 31, 2025

Common stock;

1 unchanged sentence

280,000,000 shares authorized;

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

140,525,055 shares issued at March 31, 2026, and December 31, 2025

Additional paid-in capital 771,834 761,523

Retained earnings 1,863,049 1,824,743

Treasury stock, at cost, 37,268,658 and 35,270,142 shares at September 30, 2025, and December 31, 2024, respectively

Treasury stock, at cost, 39,160,288 and 37,812,984 shares at March 31, 2026, and December 31, 2025, respectively

( 1,026,803 ) ( 964,752 )

7 unchanged sentences

(unaudited and in thousands, except per share amounts)

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Software as a service and platform as a service

24 unchanged sentences

Interest income

3,676 3,871 11,674 11,833

1,551 ( 823 ) 18,898 ( 1,692 )

Total other income (expense) ( 7,066 ) 13,121

6 unchanged sentences

$ 0.38 $ 0.56

Diluted $ 0.88 $ 0.77 $ 1.54 $ 0.98

$ 0.37 $ 0.55

Weighted average common shares outstanding

1 unchanged sentence

Diluted 102,843 106,827

(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 condensed consolidated financial statements.

3 unchanged sentences

(unaudited and in thousands)

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Three Months Ended March 31,

$ 38,306 $ 58,870

1 unchanged sentence

Foreign currency translation adjustments

( 5,008 ) 7,879

Total other comprehensive income (loss) ( 5,008 ) 7,879

6 unchanged sentences

(unaudited and in thousands, except share amounts)

Three Months Ended September 30, 2025

Common Stock Additional

Paid-in Capital Retained Earnings Treasury Stock Accumulated Other

Comprehensive Loss Total

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

— — 91,250 — — 91,250

Other comprehensive loss

— — — — ( 4,318 ) ( 4,318 )

Stock-based compensation

— 17,381 — — — 17,381

Shares issued and forfeited, net, under stock plans

— ( 5,576 ) — 6,894 — 1,318

Repurchase of 359,522 shares of common stock

— — — ( 16,319 ) — ( 16,319 )

Repurchase of stock-based compensation awards for tax withholdings

— — — ( 3,628 ) — ( 3,628 )

Balance as of September 30, 2025 $ 702 $ 745,347 $ 1,760,407 $ ( 924,013 ) $ ( 103,261 ) $ 1,479,182

Three Months Ended September 30, 2024

Common Stock Additional

Paid-in Capital Retained Earnings Treasury Stock Accumulated Other

Comprehensive Loss Total

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

— — 81,427 — — 81,427

Other comprehensive income

— — — — 9,109 9,109

Stock-based compensation

— 11,346 — — — 11,346

Shares issued and forfeited, net, under stock plans

— ( 4,181 ) — 6,109 — 1,928

Repurchase of 203,317 shares of common stock

— — — ( 7,976 ) — ( 7,976 )

Repurchase of stock-based compensation awards for tax withholdings

— — — ( 2,960 ) — ( 2,960 )

Balance as of September 30, 2024 $ 702 $ 725,724 $ 1,499,530 $ ( 791,353 ) $ ( 104,973 ) $ 1,329,630

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

ACI WORLDWIDE, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited and in thousands, except share amounts)

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Common Stock Additional

4 unchanged sentences

— — 38,306 — — 38,306

Other comprehensive income

Other comprehensive loss

— — — — ( 5,008 ) ( 5,008 )

7 unchanged sentences

— — — ( 3,839 ) — ( 3,839 )

Balance as of September 30, 2025 $ 702 $ 745,347 $ 1,760,407 $ ( 924,013 ) $ ( 103,261 ) $ 1,479,182

Nine Months Ended September 30, 2024

Balance as of March 31, 2026 $ 702 $ 771,834 $ 1,863,049 $ ( 1,026,803 ) $ ( 108,146 ) $ 1,500,636

Three Months Ended March 31, 2025

Paid-in Capital

15 unchanged sentences

— — — ( 7,070 ) — ( 7,070 )

Balance as of September 30, 2024 $ 702 $ 725,724 $ 1,499,530 $ ( 791,353 ) $ ( 104,973 ) $ 1,329,630

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

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

3 unchanged sentences

(unaudited and in thousands)

Nine months ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

9 unchanged sentences

Gain on sale of equity investment

( 590 ) ( 718 )

Changes in operating assets and liabilities:

12 unchanged sentences

( 3,003 ) ( 2,170 )

Purchases of software and distribution rights

Purchases of software

( 11,508 ) ( 6,759 )

8 unchanged sentences

( 65,277 ) ( 14,408 )

Redemption of 2026 Notes

( 400,000 ) —

Proceeds from revolving credit facility

290,000 184,000

Repayment of revolving credit facility

( 15,000 ) ( 70,000 )

Proceeds from term portion of credit agreement

200,000 500,000

Repayment of term portion of credit agreement

1 unchanged sentence

Payments on or proceeds from other debt, net ( 3,539 ) ( 4,217 )

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

Net increase in settlement assets and liabilities

18,126 88,324

Net cash flows from financing activities

5 unchanged sentences

Cash and cash equivalents, including settlement deposits, end of period $ 242,128 $ 366,771

ACI WORLDWIDE, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

Reconciliation of cash and cash equivalents to the Consolidated Balance Sheets

15 unchanged sentences

All intercompany balances and transactions have been eliminated.

The condensed consolidated financial statements as of September 30, 2025, and for the three and nine months ended September 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 financial statements as of March 31, 2026, and for the three months ended March 31, 2026 and 2025, 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, 2025, 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, 2025, filed on February 26, 2026.

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

Results for the three months ended March 31, 2026, are not necessarily indicative of results that may be attained in the future.

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

4 unchanged sentences

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

September 30, 2025 December 31, 2024

Income taxes payable $ 16,737 $ 3,284

March 31, 2026 December 31, 2025

Vendor financed licenses $ 13,737 $ 11,866

Operating lease liabilities 8,656 8,856

Accrued interest 632 8,810

Sales tax payable 6,334 10,761

Income taxes payable 4,919 5,258

Other 32,004 37,217

14 unchanged sentences

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

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

The amount of settlement funds as of September 30, 2025, and December 31, 2024, was $ 201.7 million and $ 267.0 million, respectively.

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

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

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

The amount of settlement funds as of March 31, 2026, and December 31, 2025, was $ 177.3 million and $ 238.4 million, respectively.

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

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

The Company evaluates goodwill at the reporting unit level, and as discussed in Note 9, Segment Information, 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 September 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.

The Company evaluates goodwill at the reporting unit level using the discounted cash flow valuation model and allocates goodwill to these reporting units using a relative fair value approach.

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

As of March 31, 2026, the Company's goodwill balance of $ 1.2 billion was allocated $ 814.0 million to Payment Software and $ 417.0 million to Biller.

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

4 unchanged sentences

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

The Company had recorded an investment of $ 18.6 million, included in other noncurrent 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.

Recently Issued Accounting Standards Not Yet Effective

Recently Adopted Accounting Pronouncements

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.

The Company adopted ASU 2025-05 as of January 1, 2026, which did not have a material impact on the condensed consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Effective

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.

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 condensed consolidated financial statements or related disclosures.

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

4 unchanged sentences

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 condensed consolidated financial statements and related 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.

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.

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.

4 unchanged sentences

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Billed receivables $ 201,098 $ 203,506

Allowance for credit losses

( 1,588 ) ( 1,758 )

Allowance for doubtful accounts ( 1,352 ) ( 1,269 )

Billed receivables, net 199,746 202,237

3 unchanged sentences

Total receivables, net $ 825,909 $ 837,585

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

N o customer accounted for more than 10% of the Company’s consolidated receivables balance as of March 31, 2026 and December 31, 2025.

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

4 unchanged sentences

Foreign currency translation ( 109 )

Balance, September 30, 2025

Balance, March 31, 2026

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

2 unchanged sentences

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

Revenue allocated to remaining performance obligations was $ 753.7 million as of September 30, 2025, of which the Company expects to recognize approximately 55 % over the next 12 months and the remainder thereafter.

During the three and nine months ended September 30, 2025, revenue recognized by the Company from performance obligations satisfied in previous periods was $ 15.2 million and $ 50.5 million, respectively.

As of September 30, 2025, the Company had $ 240.0 million and $ 633.1 million outstanding under its Revolving Credit Facility and Term Loans, respectively, with up to $ 358.1 million of unused borrowings under the Revolving Credit Facility portion of the Credit Agreement, as amended, and up to $ 1.9 million of unused borrowings under Letter of Credit agreements.

Revenue allocated to remaining performance obligations was $ 641.5 million as of March 31, 2026, of which the Company expects to recognize approximately 57 % over the next 12 months and the remainder thereafter.

During the three months ended March 31, 2026, revenue recognized by the Company from performance obligations satisfied in previous periods was not significant.

As of March 31, 2026, the Company had $ 200.0 million, and $ 611.9 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.

10 unchanged sentences

Interest is due and payable monthly.

The interest rate in effect for the Credit Facility as of September 30, 2025, was 6.01 %.

The interest rate in effect for the Credit Facility as of March 31, 2026, was 5.52 %.

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.

5 unchanged sentences

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.

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.

4 unchanged sentences

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

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

Maturities on debt outstanding as of March 31, 2026, are as follows (in thousands):

Fiscal Year Ending December 31,

1 unchanged sentence

Total $ 811,875

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

As of March 31, 2026, and at all times during the period, the Company was in compliance with its financial debt covenants.

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Term loans $ 611,875 $ 622,500

Revolving credit facility 200,000 200,000

5.750 % Senior notes, due August 2026

Debt issuance costs ( 4,480 ) ( 4,892 )

9 unchanged sentences

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

As of September 30, 2025 and December 31, 2024, there was $ 75.0 million available and no amount outstanding on the overdraft facility.

As of March 31, 2026 and December 31, 2025, there was $ 75.0 million available and no amount outstanding on the overdraft facility.

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

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

During the nine months ended September 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 September 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.

As of March 31, 2026 and 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 condensed consolidated balance sheet.

Software and Other Intangible Assets

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

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

Software for internal use $ 473,113 $ ( 402,166 ) $ 70,947 $ 471,173 $ ( 394,851 ) $ 76,322

Software for resale

105,955 ( 104,839 ) 1,116 106,594 ( 105,393 ) 1,201

Total software $ 579,068 $ ( 507,005 ) $ 72,063 $ 577,767 $ ( 500,244 ) $ 77,523

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 September 30, 2025 and 2024, totaled $ 15.7 million and $ 16.6 million, respectively.

Software for internal use amortization expense recorded during the nine months ended September 30, 2025 and 2024, totaled $ 46.9 million and $ 47.9 million, respectively.

Software for internal use amortization expense recorded during the three months ended March 31, 2026 and 2025, totaled $ 16.5 million and $ 15.6 million, respectively.

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

Amortization of software for resale is computed using the greater of (a) the ratio of current gross revenues to the total of current and future gross revenues expected to be derived from the software or (b) the straight-line method over the remaining estimated useful life of generally five to ten years .

Software for resale amortization expense recorded during the three months ended March 31, 2026 totaled $ 0.1 million.

There was no software for resale amortization expense recorded during the three months ended March 31, 2025.

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

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

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

Customer relationships $ 452,093 $ ( 310,654 ) $ 141,439 $ 453,414 $ ( 306,352 ) $ 147,062

Other intangible assets amortization expense recorded during the three months ended September 30, 2025 and 2024, totaled $ 5.3 million and $ 7.1 million, respectively.

Other intangible assets amortization expense recorded during the nine months ended September 30, 2025 and 2024, totaled $ 15.8 million and $ 23.8 million, respectively.

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

Trademarks and trade names

22,123 ( 22,123 ) — 22,235 ( 22,235 ) —

Total other intangible assets

$ 474,216 $ ( 332,777 ) $ 141,439 $ 475,649 $ ( 328,587 ) $ 147,062

Other intangible assets amortization expense recorded during the three months ended March 31, 2026 and 2025, totaled $ 5.3 million and $ 5.2 million, respectively.

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

Based on capitalized intangible assets as of March 31, 2026, estimated amortization expense amounts in future fiscal years are as follows (in thousands):

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

8 unchanged sentences

Employee Stock Purchase Plan

Shares issued under the 2017 Employee Stock Purchase Plan during the nine months ended September 30, 2025 and 2024, totaled 59,163 and 71,181 , respectively.

Shares issued under the 2017 Employee Stock Purchase Plan during the three months ended March 31, 2026 and 2025, totaled 25,013 and 17,412 , respectively.

Stock Options

7 unchanged sentences

Exercised ( 3,200 ) 19.95

Outstanding as of September 30, 2025 468,779 $ 18.76 0.77 $ 15,943,564

Exercisable as of September 30, 2025 468,779 $ 18.76 0.77 $ 15,943,564

The total intrinsic value of stock options exercised during the nine months ended September 30, 2025 and 2024, was $ 2.3 million and $ 2.4 million, respectively.

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

Outstanding as of March 31, 2026 104,000 $ 20.12 0.50 $ 2,172,560

Exercisable as of March 31, 2026 104,000 $ 20.12 0.50 $ 2,172,560

The total intrinsic value of stock options exercised during the three months ended March 31, 2026 and 2025, was $ 0.1 million and $ 1.2 million, respectively.

There were no stock options granted during the three months ended March 31, 2026 or 2025.

Performance Share Awards

During the nine months ended September 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").

During the three months ended March 31, 2026, pursuant to the Company's 2020 Equity and Incentive Compensation Plan, the Company granted performance share awards with a total shareholder return component ("TSRs").

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

7 unchanged sentences

Granted 499,639 46.44

Vested ( 507,754 ) 42.99

Forfeited ( 38,846 ) 46.91

Change in payout rate 253,877 42.99

Nonvested as of September 30, 2025 1,097,647 $ 43.37

During the nine months ended September 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 nine months ended September 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:

Nine months ended September 30,

Nonvested as of March 31, 2026 1,519,399 $ 44.18

The fair value of TSRs granted during the three months ended March 31, 2026 and 2025, were estimated on the date of grant using the Monte Carlo simulation model, acceptable under ASC 718, Compensation - Stock Compensation , using the following weighted average assumptions:

Three Months Ended March 31,

Expected life (years) 3.1 2.3

10 unchanged sentences

Forfeited ( 90,437 ) 39.84

Nonvested as of September 30, 2025 1,942,680 $ 42.88

During the nine months ended September 30, 2025, a total of 903,561 RSUs vested.

Nonvested as of March 31, 2026 2,613,288 $ 44.12

During the three months ended March 31, 2026, a total of 262,780 RSUs vested.

The Company withheld 91,833 of those shares to pay the employees’ portion of the minimum payroll withholding taxes.

As of September 30, 2025, there was unrecognized compensation expense of $ 76.4 million related to RSUs and $ 21.9 million related to TSRs, which the Company expects to recognize over a weighted average period of 2.2 years and 1.6 years, respectively.

The Company recorded stock-based compensation expense recognized under ASC 718 for the three months ended September 30, 2025 and 2024, of $ 17.4 million and $ 11.3 million, respectively, with corresponding tax benefits of $ 2.5 million and $ 1.9 million, respectively.

The Company recorded stock-based compensation expense recognized under ASC 718 for the nine months ended September 30, 2025 and 2024, of $ 45.4 million and $ 30.2 million, respectively, with corresponding tax benefits of $ 6.9 million and $ 5.0 million , respectively.

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 March 31, 2026, there was unrecognized compensation expense of $ 106.7 million related to RSUs and $ 38.0 million related to TSRs, which the Company expects to recognize over a weighted average period of 2.4 years and 2.5 years, respectively.

The Company recorded stock-based compensation expense recognized under ASC 718 for the three months ended March 31, 2026 and 2025, of $ 17.0 million and $ 11.6 million, respectively, with corresponding tax benefits of $ 2.6 million and $ 1.8 million, respectively.

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 3,073,321 shares for $ 151.0 million during the nine months ended September 30, 2025.

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 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 1,549,291 shares for $ 65.8 million during the three months ended March 31, 2026.

Under the program to date, the Company has repurchased 68,596,875 shares for approximately $ 1.4 billion.

As of September 30, 2025, the maximum remaining amount authorized for purchase under the stock repurchase program was $ 207.1 million.

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

On October 31, 2025, the Board of Directors approved $ 500.0 million for the stock repurchase program in place of the remaining purchase amounts previously authorized.

As of March 31, 2026, the maximum remaining amount authorized for purchase under the stock repurchase program was $ 390.5 million.

Subsequent to March 31, 2026, the Company has repurchased additional shares under the repurchase program.

Earnings Per Share

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Weighted average shares outstanding:

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

650 1,248 948 901

Diluted weighted average shares outstanding 102,843 106,827

The diluted earnings per share computation excludes 1.7 million and 1.0 million options to purchase shares, RSUs, and contingently issuable shares during the three months ended September 30, 2025 and 2024, respectively, as their effect would be anti-dilutive.

The diluted earnings per share computation excludes 1.7 million and 1.2 million options to purchase shares, RSUs, and contingently issuable shares during the nine months ended September 30, 2025 and 2024, respectively, as their effect would be anti-dilutive.

Common stock outstanding as of September 30, 2025, and December 31, 2024, was 103,256,397 and 105,254,913 , respectively.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Foreign currency transaction gains (losses) $ 1,551 $ ( 691 ) $ ( 5,936 ) $ ( 2,710 )

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

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

Equity investment earnings

— ( 132 ) — 1,018

Total other, net

$ 1,551 $ ( 823 ) $ 18,898 $ ( 1,692 )

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

The diluted earnings (loss) per share computation excludes 2.2 million and 1.4 million options to purchase shares, RSUs, and contingently issuable shares during the three months ended March 31, 2026 and 2025, respectively, as their effect would be anti-dilutive.

Common stock outstanding as of March 31, 2026, and December 31, 2025, was 101,364,767 and 102,712,071 , respectively.

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

Other, net was $ 1.5 million and $ 23.7 million of income for the three months ended March 31, 2026 and 2025, respectively.

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 reports financial performance based on its operating segments, Payment Software, which includes bank and merchant customers, and Biller.

The Company analyzes Segment Adjusted EBITDA as a measure of segment profitability.

The Company’s Chief Executive Officer is also the chief operating decision maker.

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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.

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.

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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.

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.

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

Three Months Ended September 30, 2025

Three Months Ended March 31, 2026

Payment Software Biller Total

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Segment adjusted EBITDA

Reconciliation of income before income taxes

Depreciation and amortization ( 24,140 )

Stock-based compensation expense ( 17,381 )

Corporate and unallocated expenses ( 44,525 )

Interest, net ( 11,135 )

Other, net 1,551

Income before income taxes

Three Months Ended September 30, 2024

Payment Software Biller Total

$ 113,336 $ 33,969 $ 147,305

Interchange (a)

— 117,054 117,054

Global technology and innovation (b)

60,600 12,169 72,769

Other segment items (c)

30,896 19,458 50,354

Segment Adjusted EBITDA $ 180,655 $ 30,920 $ 211,575

Reconciliation of income before income taxes

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Income before income taxes

Nine months ended September 30, 2025

Payment Software Biller Total

Revenue $ 664,090 $ 614,092 $ 1,278,182

Interchange (a)

— 417,144 417,144

Global technology and innovation (b)

199,183 37,763 236,946

Other segment items (c)

93,402 56,419 149,821

Segment Adjusted EBITDA $ 371,505 $ 102,766 $ 474,271

Reconciliation of income before income taxes

Depreciation and amortization ( 72,226 )

Stock-based compensation expense ( 45,419 )

Corporate and unallocated expenses ( 135,546 )

Interest, net ( 32,347 )

Other, net 18,898

Income before income taxes

Nine months ended September 30, 2024

Three Months Ended March 31, 2025

Payment Software Biller Total

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Segment adjusted EBITDA

Reconciliation of income before income taxes

$ 106,561 $ 30,895 $ 137,456

Reconciliation of loss before income taxes

Depreciation and amortization ( 23,985 )

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

Three Months Ended September 30, 2025

Payment Software Biller Total

Primary Solution Categories

Bill Payments $ — $ 198,337 $ 198,337

Merchant Payments 50,951 — 50,951

Fraud Management 15,077 — 15,077

Real-Time Payments 34,679 — 34,679

Issuing and Acquiring 183,315 — 183,315

Total $ 284,022 $ 198,337 $ 482,359

Three Months Ended September 30, 2024

Payment Software Biller Total

Primary Solution Categories

Bill Payments $ — $ 179,601 $ 179,601

Merchant Payments 50,120 — 50,120

Fraud Management 18,451 — 18,451

Real-Time Payments 45,376 — 45,376

Issuing and Acquiring 158,204 — 158,204

Total $ 272,151 $ 179,601 $ 451,752

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Payment Software Biller Total

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Bill payments

$ — $ 212,288 $ 212,288

Merchant payments

Fraud Management 39,812 — 39,812

47,026 — 47,026

Payments intelligence

9,437 — 9,437

Real-time payments

32,427 — 32,427

Issuing and acquiring

124,571 — 124,571

Total $ 213,461 $ 212,288 $ 425,749

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Payment Software Biller Total

1 unchanged sentence

Bill payments

$ — $ 193,840 $ 193,840

Merchant payments

Fraud Management 39,145 — 39,145

37,659 — 37,659

Payments intelligence

9,574 — 9,574

Real-time payments

25,738 — 25,738

Issuing and acquiring

Total $ 594,974 $ 546,276 $ 1,141,250

Three Months Ended

September 30, Nine Months Ended

September 30,

127,754 — 127,754

Total $ 200,725 $ 193,840 $ 394,565

Three Months Ended March 31,

Payment Software

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Three Months Ended March 31,

United States $ 273,710 $ 236,754

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Long-lived assets

2 unchanged sentences

Total $ 1,905,382 $ 1,942,669

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

The United Kingdom accounted for 12.0 % of the Company's consolidated revenue during the three months ended September 30, 2024.

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

For the three and nine months ended September 30, 2025, the Company's effective tax rate was 23 % and 22 %, respectively.

The Company reported a tax charge on pretax income for both the three and nine months ended September 30, 2025, with foreign entities recognizing earnings of $ 131.9 million and $ 231.1 million, respectively.

For the three and nine months ended September 30, 2024, the Company's effective tax rate was 24 % and 25 %, respectively.

The Company reported a tax charge on pretax income for both the three and nine months ended September 30, 2024, with foreign entities recognizing earnings of $ 107.6 million and $ 148.1 million, respectively.

No single customer accounted for more than 10% of the Company’s consolidated revenues during the three months ended March 31, 2026 and 2025.

No country outside the United States accounted for more than 10% of the Company's consolidated revenues during the three months ended March 31, 2026 and 2025.

For the three months ended March 31, 2026, the Company's effective tax rate was 24 %.

The Company reported a tax charge on pretax income, including $ 23.2 million of earnings recognized by foreign entities.

The effective tax rate for the three months ended March 31, 2026, was negatively impacted by permanent tax differences related to stock-based compensation expense.

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

The Company reported a tax charge on pretax income, including $ 80.2 million of earnings recognized by foreign entities.

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

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.

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

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

As of both September 30, 2025, and December 31, 2024, the amount of unrecognized tax benefits for uncertain tax positions was $ 21.0 million, excluding no related liabilities for interest and penalties as of September 30, 2025 and $ 0.4 million as of December 31, 2024.

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

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

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

OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The provisions that are effective in 2025 have not had a significant impact on the Company’s effective tax rate through September 30, 2025.

OBBBA also allows certain elections that the Company can make for the current year, which the Company continues to evaluate.

As of both March 31, 2026, and December 31, 2025, the amount of unrecognized tax benefits for uncertain tax positions was $ 20.3 million.

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

What changed 10-Q

Item 1. Financial Statements