What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 203 added, 101 removed, 540 unchanged (36% of the section changed)

4 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets

53 unchanged sentences

5,000,000 shares authorized;

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

no shares issued at June 30, 2026, and December 31, 2025

Common stock;

1 unchanged sentence

280,000,000 shares authorized;

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

140,525,055 shares issued at June 30, 2026, and December 31, 2025

Additional paid-in capital 761,821 761,523

Retained earnings 1,894,847 1,824,743

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

Treasury stock, at cost, 39,301,314 and 37,812,984 shares at June 30, 2026, and December 31, 2025, respectively

( 1,052,735 ) ( 964,752 )

7 unchanged sentences

(unaudited and in thousands, except per share amounts)

Three Months Ended March 31,

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Software as a service and platform as a service

24 unchanged sentences

Interest income

5,592 3,934 9,198 7,998

662 ( 6,393 ) 2,188 17,347

Total other income (expense) ( 5,725 ) ( 16,986 ) ( 12,791 ) ( 3,865 )

6 unchanged sentences

$ 0.31 $ 0.12 $ 0.69 $ 0.68

$ 0.37 $ 0.55

Diluted $ 0.31 $ 0.12 $ 0.69 $ 0.67

Weighted average common shares outstanding

7 unchanged sentences

(unaudited and in thousands)

Three Months Ended March 31,

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

$ 31,798 $ 12,202 $ 70,104 $ 71,072

Other comprehensive income (loss):

Foreign currency translation adjustments 255 14,651 ( 4,753 ) 22,530

( 5,008 ) 7,879

Total other comprehensive income (loss) 255 14,651 ( 4,753 ) 22,530

6 unchanged sentences

(unaudited and in thousands, except share amounts)

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Common Stock Additional

Paid-in Capital Retained Earnings Treasury Stock Accumulated Other

Comprehensive Loss Total

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

— — 31,798 — — 31,798

Other comprehensive income — — — — 255 255

Stock-based compensation

— 18,662 — — — 18,662

Shares issued and forfeited, net, under stock plans

— ( 28,675 ) — 30,848 — 2,173

Repurchase of 947,929 shares of common stock

— — — ( 41,549 ) — ( 41,549 )

Repurchase of stock-based compensation awards for tax withholdings

— — — ( 15,231 ) — ( 15,231 )

Balance as of June 30, 2026 $ 702 $ 761,821 $ 1,894,847 $ ( 1,052,735 ) $ ( 107,891 ) $ 1,496,744

Three Months Ended June 30, 2025

Common Stock Additional

Paid-in Capital Retained Earnings Treasury Stock Accumulated Other

Comprehensive Loss Total

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

— — 12,202 — — 12,202

Other comprehensive income

— — — — 14,651 14,651

Stock-based compensation

— 16,411 — — — 16,411

Shares issued and forfeited, net, under stock plans

— ( 18,620 ) — 19,658 — 1,038

Repurchase of 2,448,863 shares of common stock

— — — ( 120,248 ) — ( 120,248 )

Repurchase of stock-based compensation awards for tax withholdings

— — — ( 13,156 ) — ( 13,156 )

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

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

ACI WORLDWIDE, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited and in thousands, except share amounts)

Six Months Ended June 30, 2026

Common Stock Additional

Paid-in Capital

4 unchanged sentences

Other comprehensive loss — — — — ( 4,753 ) ( 4,753 )

— — — — ( 5,008 ) ( 5,008 )

Stock-based compensation

6 unchanged sentences

— — — ( 19,070 ) — ( 19,070 )

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

Balance as of June 30, 2026 $ 702 $ 761,821 $ 1,894,847 $ ( 1,052,735 ) $ ( 107,891 ) $ 1,496,744

Six Months Ended June 30, 2025

Paid-in Capital

15 unchanged sentences

— — — ( 20,226 ) — ( 20,226 )

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

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

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

3 unchanged sentences

(unaudited and in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

9 unchanged sentences

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

( 590 ) ( 718 )

Changes in operating assets and liabilities:

13 unchanged sentences

Purchases of software ( 18,369 ) ( 12,142 )

( 11,508 ) ( 6,759 )

Proceeds from sale of equity investment

7 unchanged sentences

( 106,753 ) ( 133,770 )

Redemption of 2026 Notes

— ( 400,000 )

Proceeds from revolving credit facility

40,000 290,000

Repayment of revolving credit facility

( 15,000 ) ( 100,000 )

Proceeds from term portion of credit agreement

Repayment of term portion of credit agreement

1 unchanged sentence

Payments on or proceeds from other debt, net ( 10,666 ) ( 10,664 )

Net increase in settlement assets and liabilities

18,126 88,324

Payments for debt issuance costs — ( 134 )

Net increase (decrease) in settlement assets and liabilities ( 6,598 ) 61,573

Net cash flows from financing activities

22 unchanged sentences

All intercompany balances and transactions have been eliminated.

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 financial statements as of June 30, 2026, and for the three and six months ended June 30, 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 months ended March 31, 2026, are not necessarily indicative of results that may be attained in the future.

Results for the three and six months ended June 30, 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):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Vendor financed licenses $ 14,130 $ 11,866

1 unchanged sentence

Sales tax payable 7,601 10,761

Income taxes payable 4,919 5,258

Other 26,840 42,475

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 March 31, 2026, and December 31, 2025, was $ 177.3 million and $ 238.4 million, respectively.

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

The amount of settlement funds as of June 30, 2026, and December 31, 2025, was $ 184.9 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).

2 unchanged sentences

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.

As of June 30, 2026, the Company's goodwill balance of $ 1.2 billion was allocated $ 813.9 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.

34 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Billed receivables $ 205,700 $ 203,506

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

Allowance for credit losses

( 1,517 ) ( 1,269 )

Billed receivables, net 204,183 202,237

3 unchanged sentences

Total receivables, net $ 817,066 $ 837,585

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

No customer accounted for more than 10% of the Company’s consolidated receivables balance as of June 30, 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 112

Balance, March 31, 2026

Balance, June 30, 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 $ 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.

Revenue allocated to remaining performance obligations was $ 654.1 million as of June 30, 2026, of which the Company expects to recognize approximately 58 % over the next 12 months and the remainder thereafter.

During the three and six months ended June 30, 2026, revenue recognized by the Company from performance obligations satisfied in previous periods was not significant.

As of June 30, 2026, the Company had $ 225.0 million and $ 601.3 million outstanding under its Revolving Credit Facility and Term Loans, respectively, with up to $ 373.1 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.

7 unchanged sentences

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.

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

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

Interest is due and payable monthly.

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

The interest rate in effect for the Credit Facility as of June 30, 2026, was 5.49 %.

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 March 31, 2026, are as follows (in thousands):

Maturities on debt outstanding as of June 30, 2026, are as follows (in thousands):

Fiscal Year Ending December 31,

1 unchanged sentence

Total $ 826,250

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

As of June 30, 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):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Term loans $ 601,250 $ 622,500

11 unchanged sentences

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

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

As of June 30, 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.

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.

As of June 30, 2026, $ 4.2 million was outstanding on these agreements, which is included in other current liabilities in the condensed consolidated balance sheet.

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 condensed consolidated balance sheet.

Software and Other Intangible Assets

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

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

1 unchanged sentence

Software for resale 106,012 ( 104,967 ) 1,045 106,594 ( 105,393 ) 1,201

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

Total software $ 585,089 $ ( 517,193 ) $ 67,896 $ 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 March 31, 2026 and 2025, totaled $ 16.5 million and $ 15.6 million, respectively.

Software for internal use amortization expense recorded during the three months ended June 30, 2026 and 2025, totaled $ 15.0 million and $ 15.6 million, respectively.

Software for internal use amortization expense recorded during the six months ended June 30, 2026 and 2025, totaled $ 31.5 million and $ 31.2 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.

Software for resale amortization expense recorded during the three and six months ended June 30, 2026 totaled $ 0.06 million and $ 0.12 million, respectively.

There was no software for resale amortization expense recorded during the three and six months ended June 30, 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):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

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

1 unchanged sentence

Trademarks and trade names 22,102 ( 22,102 ) — 22,235 ( 22,235 ) —

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

Total other intangible assets $ 474,574 $ ( 338,418 ) $ 136,156 $ 475,649 $ ( 328,587 ) $ 147,062

$ 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.

Other intangible assets amortization expense recorded during the three months ended June 30, 2026 and 2025, totaled $ 5.4 million and $ 5.3 million, respectively.

Other intangible assets amortization expense recorded during the six months ended June 30, 2026 and 2025, totaled $ 10.7 million and $ 10.5 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):

Based on capitalized intangible assets as of June 30, 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 three months ended March 31, 2026 and 2025, totaled 25,013 and 17,412 , respectively.

Shares issued under the 2017 Employee Stock Purchase Plan during the six months ended June 30, 2026 and 2025, totaled 49,102 and 35,586 , respectively.

Stock Options

7 unchanged sentences

Exercised ( 67,200 ) 20.11

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.

Outstanding as of June 30, 2026 40,000 $ 20.12 0.65 $ 1,206,800

Exercisable as of June 30, 2026 40,000 $ 20.12 0.65 $ 1,206,800

The total intrinsic value of stock options exercised during the six months ended June 30, 2026 and 2025, was $ 1.7 million and $ 1.5 million, respectively.

There were no stock options granted during the six months ended June 30, 2026 or 2025.

Performance Share Awards

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").

During the six months ended June 30, 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 ( 731,472 ) 41.38

Forfeited ( 42,371 ) 46.87

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,

Change in payout rate 258,095 42.16

Nonvested as of June 30, 2026 1,042,497 $ 45.64

During the six months ended June 30, 2026, a total of 731,472 TSRs granted in fiscal 2023 vested and achieved a payout rate of 115 % 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 258,680 of those shares to pay the employee's portion of the minimum payroll withholding taxes.

The fair value of TSRs granted during the six months ended June 30, 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:

Six Months Ended June 30,

Expected life (years) 3.1 2.3

10 unchanged sentences

Forfeited ( 141,926 ) 41.17

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.

Nonvested as of June 30, 2026 2,308,485 $ 44.85

During the six months ended June 30, 2026, a total of 621,176 RSUs vested.

The Company withheld 198,337 of those shares to pay the employees’ portion of the minimum payroll withholding taxes.

1 unchanged sentence

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.

As of June 30, 2026, there was unrecognized compensation expense of $ 95.4 million related to RSUs and $ 34.7 million related to TSRs, which the Company expects to recognize over a weighted average period of 2.2 years and 2.3 years, respectively.

The Company recorded stock-based compensation expense recognized under ASC 718 for the three months ended June 30, 2026 and 2025, of $ 18.7 million and $ 16.4 million, respectively, with corresponding tax benefits of $ 3.1 million and $ 2.6 million, respectively.

The Company recorded stock-based compensation expense recognized under ASC 718 for the six months ended June 30, 2026 and 2025, of $ 35.6 million and $ 28.0 million, respectively, with corresponding tax benefits of $ 5.7 million and $ 4.4 million , respectively.

Common Stock and Treasury Stock

1 unchanged sentence

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.

The Company repurchased 2,497,220 shares for $ 107.4 million during the six months ended June 30, 2026.

Under the program to date, the Company has repurchased 69,544,804 shares for approximately $ 1.4 billion.

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.

As of June 30, 2026, the maximum remaining amount authorized for purchase under the stock repurchase program was $ 349.0 million.

Subsequent to June 30, 2026, the Company has repurchased additional shares under the repurchase program.

Earnings Per Share

2 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Weighted average shares outstanding:

1 unchanged sentence

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

173 727 545 1,100

Diluted weighted average shares outstanding 101,676 105,103 102,256 105,960

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.

The diluted earnings per share computation excludes 1.8 million and 2.0 million options to purchase shares, RSUs, and contingently issuable shares during the three months ended June 30, 2026 and 2025, respectively, as their effect would be anti-dilutive.

The diluted earnings per share computation excludes 2.0 million and 1.7 million options to purchase shares, RSUs, and contingently issuable shares during the six months ended June 30, 2026 and 2025, respectively, as their effect would be anti-dilutive.

Common stock outstanding as of June 30, 2026, and December 31, 2025, was 101,223,741 and 102,712,071 , respectively.

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

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Foreign currency transaction gains (losses) $ 662 $ ( 5,300 ) $ 2,188 $ ( 7,487 )

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

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

Total other, net

$ 662 $ ( 6,393 ) $ 2,188 $ 17,347

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

Segment Information

26 unchanged sentences

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

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Payment Software Biller Total

7 unchanged sentences

Segment Adjusted EBITDA $ 93,606 $ 34,745 $ 128,351

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

Reconciliation of income before income taxes

5 unchanged sentences

Income before income taxes

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Payment Software Biller Total

7 unchanged sentences

Segment Adjusted EBITDA $ 83,278 $ 39,785 $ 123,063

Reconciliation of income before income taxes

Depreciation and amortization ( 24,101 )

Stock-based compensation expense ( 16,411 )

Corporate and unallocated expenses ( 47,693 )

Interest, net ( 10,593 )

Other, net ( 6,393 )

Income before income taxes

Six Months Ended June 30, 2026

Payment Software Biller Total

Revenue $ 409,828 $ 446,344 $ 856,172

Interchange (a)

— 311,857 311,857

Reconciliation of loss before income taxes

Global technology and innovation (b)

138,378 24,601 162,979

Other segment items (c)

64,508 41,172 105,680

Segment Adjusted EBITDA $ 206,942 $ 68,714 $ 275,656

Reconciliation of income before income taxes

Depreciation and amortization ( 49,317 )

4 unchanged sentences

Income before income taxes

Six Months Ended June 30, 2025

Payment Software Biller Total

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

Interchange (a)

— 281,891 281,891

Global technology and innovation (b)

129,844 25,238 155,082

Other segment items (c)

60,385 37,946 98,331

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

Reconciliation of income before income taxes

Depreciation and amortization ( 48,086 )

Stock-based compensation expense ( 28,038 )

Corporate and unallocated expenses ( 91,021 )

Interest, net ( 21,212 )

Other, net 17,347

Income before income taxes

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

12 unchanged sentences

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

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Payment Software Biller Total

1 unchanged sentence

Bill payments $ — $ 234,056 $ 234,056

$ — $ 212,288 $ 212,288

Merchant payments 41,125 — 41,125

47,026 — 47,026

Payments intelligence 16,052 — 16,052

9,437 — 9,437

Real-time payments 22,860 — 22,860

32,427 — 32,427

Issuing and acquiring 116,330 — 116,330

124,571 — 124,571

Total $ 196,367 $ 234,056 $ 430,423

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Payment Software Biller Total

1 unchanged sentence

Bill payments $ — $ 221,915 $ 221,915

$ — $ 193,840 $ 193,840

Merchant payments 39,655 — 39,655

37,659 — 37,659

Payments intelligence 15,161 — 15,161

9,574 — 9,574

Real-time payments 39,471 — 39,471

25,738 — 25,738

Issuing and acquiring 85,056 — 85,056

127,754 — 127,754

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

Three Months Ended March 31,

Six Months Ended June 30, 2026

Payment Software Biller Total

Primary Solution Categories

Bill payments $ — $ 446,344 $ 446,344

Merchant payments 88,151 — 88,151

Payments intelligence 25,489 — 25,489

Real-time payments 55,287 — 55,287

Issuing and acquiring 240,901 — 240,901

Total $ 409,828 $ 446,344 $ 856,172

Six Months Ended June 30, 2025

Payment Software Biller Total

Primary Solution Categories

Bill payments $ — $ 415,755 $ 415,755

Merchant payments 77,314 — 77,314

Payments intelligence 24,735 — 24,735

Real-time payments 65,209 — 65,209

Issuing and acquiring 212,810 — 212,810

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

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Payment Software

7 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

United States $ 275,141 $ 275,855 $ 548,851 $ 512,609

2 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Long-lived Assets

2 unchanged sentences

Total $ 1,882,126 $ 1,942,669

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.

No single customer accounted for more than 10% of the Company's consolidated revenue during the three and six months ended June 30, 2026 and 2025.

No other country outside the United States accounted for more than 10% of the Company's consolidated revenues during the three and six months ended June 30, 2026 and 2025.

For the three and six months ended June 30, 2026, the Company's effective tax rate was 18 % and 22 %, respectively.

The Company reported a tax charge on pretax income for both the three and six months ended June 30, 2026, including $ 46.6 million and $ 69.8 million, respectively, of earnings recognized by foreign entities.

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

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

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.

2 unchanged sentences

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

As of both June 30, 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