ACI WORLDWIDE, INC. 10-Q

ITEM 1. FINANCIAL STATEMENTS ACI WORLDWIDE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except share and per share amounts) June 30, 2026 December 31, 2025 ASSETS Current assets Cash and cash equivalents $ 167,398 $ 196,462 Receivables, net of allowances of $ 1,517 and $ 1,269 , respectively 459,253 445,866 Settlement assets 447,171 397,346 Prepaid expenses 43,995 29,876 Other current assets 26,628 19,564 Total current assets 1,144,445 1,089,114 Noncurrent assets Accrued receivables, net 357,813 391,719 Property and equipment, net 38,041 37,363 Operating lease right-of-use assets 24,687 28,733 Software, net 67,896 77,523 Goodwill 1,230,984 1,231,128 Intangible assets, net 136,156 147,062 Deferred income taxes, net 68,699 73,124 Other noncurrent assets 26,549 29,141 TOTAL ASSETS $ 3,095,270 $ 3,104,907 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 66,457 $ 64,931 Settlement liabilities 444,734 396,034 Employee compensation 38,318 56,142 Current portion of long-term debt 40,973 40,941 Deferred revenue 75,654 73,637 Other current liabilities 57,296 73,958 Total current liabilities 723,432 705,643 Noncurrent liabilities Deferred revenue 13,024 13,620 Long-term debt 781,204 776,667 Deferred income taxes, net 37,361 38,514 Operating lease liabilities 18,562 22,609 Other noncurrent liabilities 24,943 28,776 Total liabilities 1,598,526 1,585,829 Commitments and contingencies Stockholders’ equity Preferred stock; $ 0.01 par value; 5,000,000 shares authorized; no shares issued at June 30, 2026, and December 31, 2025 — — Common stock; $ 0.005 par value; 280,000,000 shares authorized; 140,525,055 shares issued at June 30, 2026, and December 31, 2025 702 702 Additional paid-in capital 761,821 761,523 Retained earnings 1,894,847 1,824,743 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 ) Accumulated other comprehensive loss ( 107,891 ) ( 103,138 ) Total stockholders’ equity 1,496,744 1,519,078 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 3,095,270 $ 3,104,907 The accompanying notes are an integral part of the condensed consolidated financial statements. 3 Table of contents ACI WORLDWIDE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited and in thousands, except per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenues Software as a service and platform as a service $ 284,762 $ 271,258 $ 546,719 $ 508,341 License 68,795 56,711 156,836 141,204 Maintenance 51,558 50,421 102,476 99,063 Services 25,308 22,868 50,141 47,215 Total revenues 430,423 401,258 856,172 795,823 Operating expenses Cost of revenue (1) 248,850 234,800 477,309 448,178 Research and development 47,900 41,107 91,992 80,015 Selling and marketing 30,603 28,741 60,839 60,927 General and administrative 34,484 37,651 74,700 65,243 Depreciation and amortization 23,937 24,101 49,193 48,086 Total operating expenses 385,774 366,400 754,033 702,449 Operating income 44,649 34,858 102,139 93,374 Other income (expense) Interest expense ( 11,979 ) ( 14,527 ) ( 24,177 ) ( 29,210 ) Interest income 5,592 3,934 9,198 7,998 Other, net 662 ( 6,393 ) 2,188 17,347 Total other income (expense) ( 5,725 ) ( 16,986 ) ( 12,791 ) ( 3,865 ) Income before income taxes 38,924 17,872 89,348 89,509 Income tax expense 7,126 5,670 19,244 18,437 Net income $ 31,798 $ 12,202 $ 70,104 $ 71,072 Income per common share Basic $ 0.31 $ 0.12 $ 0.69 $ 0.68 Diluted $ 0.31 $ 0.12 $ 0.69 $ 0.67 Weighted average common shares outstanding Basic 101,503 104,376 101,711 104,860 Diluted 101,676 105,103 102,256 105,960 (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. 4 Table of contents ACI WORLDWIDE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited and in thousands) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Net income $ 31,798 $ 12,202 $ 70,104 $ 71,072 Other comprehensive income (loss): Foreign currency translation adjustments 255 14,651 ( 4,753 ) 22,530 Total other comprehensive income (loss) 255 14,651 ( 4,753 ) 22,530 Comprehensive income $ 32,053 $ 26,853 $ 65,351 $ 93,602 The accompanying notes are an integral part of the condensed consolidated financial statements. 5 Table of contents ACI WORLDWIDE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited and in thousands, except share amounts) Three Months Ended June 30, 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 Net income — — 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 Net income — — 12,202 — — 12,202 Other comprehensive income — — — — 14,651 14,651 Stock-based compensation — 16,411 — — — 16,411 Shares issued and forfeited, net, under stock plans — ( 18,620 ) — 19,658 — 1,038 Repurchase of 2,448,863 shares of common stock — — — ( 120,248 ) — ( 120,248 ) Repurchase of stock-based compensation awards for tax withholdings — — — ( 13,156 ) — ( 13,156 ) Balance as of June 30, 2025 $ 702 $ 733,542 $ 1,669,157 $ ( 910,960 ) $ ( 98,943 ) $ 1,393,498 The accompanying notes are an integral part of the condensed consolidated financial statements. 6 Table of contents ACI WORLDWIDE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited and in thousands, except share amounts) Six Months Ended June 30, 2026 Common Stock Additional Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Total Balance as of December 31, 2025 $ 702 $ 761,523 $ 1,824,743 $ ( 964,752 ) $ ( 103,138 ) $ 1,519,078 Net income — — 70,104 — 70,104 Other comprehensive loss — — — — ( 4,753 ) ( 4,753 ) Stock-based compensation — 35,619 — — — 35,619 Shares issued and forfeited, net, under stock plans — ( 35,321 ) — 38,480 — 3,159 Repurchase of 2,497,220 shares of common stock — — — ( 107,393 ) — ( 107,393 ) Repurchase of stock-based compensation awards for tax withholdings — — — ( 19,070 ) — ( 19,070 ) 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 Common Stock Additional Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Total Balance as of December 31, 2024 $ 702 $ 731,927 $ 1,598,085 $ ( 784,914 ) $ ( 121,473 ) $ 1,424,327 Net income — — 71,072 — — 71,072 Other comprehensive income — — — — 22,530 22,530 Stock-based compensation — 28,038 — — — 28,038 Shares issued and forfeited, net, under stock plans — ( 26,423 ) — 28,836 — 2,413 Repurchase of 2,713,799 shares of common stock — — — ( 134,656 ) — ( 134,656 ) Repurchase of stock-based compensation awards for tax withholdings — — — ( 20,226 ) — ( 20,226 ) Balance as of June 30, 2025 $ 702 $ 733,542 $ 1,669,157 $ ( 910,960 ) $ ( 98,943 ) $ 1,393,498 The accompanying notes are an integral part of the condensed consolidated financial statements. 7 ACI WORLDWIDE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands) Six Months Ended June 30, 2026 2025 Cash flows from operating activities: Net income $ 70,104 $ 71,072 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation 6,995 6,345 Amortization 42,322 41,741 Amortization of operating lease right-of-use assets 4,661 4,842 Amortization of deferred debt issuance costs 819 1,270 Deferred income taxes 3,681 ( 4,208 ) Stock-based compensation expense 35,619 28,038 Gain on sale of equity investment — ( 25,927 ) Other ( 177 ) 873 Changes in operating assets and liabilities: Receivables 21,334 48,691 Accounts payable 8,757 12,411 Accrued employee compensation ( 17,647 ) ( 16,202 ) Deferred revenue 1,334 ( 7,841 ) Other current and noncurrent assets and liabilities ( 42,766 ) ( 33,087 ) Net cash flows from operating activities 135,036 128,018 Cash flows from investing activities: Purchases of property and equipment ( 9,855 ) ( 4,326 ) Purchases of software ( 18,369 ) ( 12,142 ) Proceeds from sale of equity investment — 46,021 Net cash flows from investing activities ( 28,224 ) 29,553 Cash flows from financing activities: Proceeds from issuance of common stock 1,766 1,632 Proceeds from exercises of stock options 1,352 796 Repurchase of stock-based compensation awards for tax withholdings ( 19,070 ) ( 20,226 ) Repurchases of common stock ( 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 — 200,000 Repayment of term portion of credit agreement ( 21,250 ) ( 18,750 ) Payments on or proceeds from other debt, net ( 10,666 ) ( 10,664 ) Payments for debt issuance costs — ( 134 ) Net increase (decrease) in settlement assets and liabilities ( 6,598 ) 61,573 Net cash flows from financing activities ( 136,219 ) ( 129,543 ) Effect of exchange rate fluctuations on cash ( 5,130 ) 5,909 Net increase (decrease) in cash and cash equivalents ( 34,537 ) 33,937 Cash and cash equivalents, including settlement deposits, beginning of period 258,996 265,018 Cash and cash equivalents, including settlement deposits, end of period $ 224,459 $ 298,955 Reconciliation of cash and cash equivalents to the Consolidated Balance Sheets Cash and cash equivalents $ 167,398 $ 189,697 Settlement deposits 57,061 109,258 Total cash and cash equivalents, including settlement deposits $ 224,459 $ 298,955 Supplemental cash flow information Income taxes paid $ 39,098 $ 33,164 Interest paid $ 23,461 $ 35,736 The accompanying notes are an integral part of the condensed consolidated financial statements. 8 ACI WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. Condensed Consolidated Financial Statements The unaudited condensed consolidated financial statements include the accounts of ACI Worldwide, Inc. and its wholly-owned subsidiaries (collectively, the “Company”). All intercompany balances and transactions have been eliminated. The condensed consolidated financial statements as of June 30, 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 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. GAAP”) requires management to make judgments, estimates, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are affected by management’s application of accounting policies, as well as uncertainty in the current economic environment. Actual results could differ from those estimates. Other Current Liabilities The components of other current liabilities are included in the following table (in thousands): June 30, 2026 December 31, 2025 Vendor financed licenses $ 14,130 $ 11,866 Operating lease liabilities 8,725 8,856 Sales tax payable 7,601 10,761 Other 26,840 42,475 Total other current liabilities $ 57,296 $ 73,958 Settlement Assets and Liabilities Individuals and businesses settle their obligations to the Company’s various Biller clients using credit or debit cards or via automated clearing house (“ACH”) payments. The Company creates a receivable for the amount due from the credit or debit card processor and an offsetting payable to the client. Upon confirmation that the funds have been received, the Company settles the obligation to the client. Due to timing, in some instances, the Company may (1) receive the funds into bank accounts controlled by and in the Company’s name that are not disbursed to its clients by the end of the day, resulting in a settlement deposit on the Company’s books and (2) disburse funds to its clients in advance of receiving funds from the credit or debit card processor, resulting in a net settlement receivable position. 9 Off Balance Sheet Settlement Accounts The Company also enters into agreements with certain Biller clients to process payment funds on their behalf. When an ACH or automated teller machine network payment transaction is processed, a transaction is initiated to withdraw funds from the designated source account and deposit them into a settlement account, which is a trust account maintained for the benefit of the Company’s clients. A simultaneous transaction is initiated to transfer funds from the settlement account to the intended destination account. These “back to back” transactions are designed to settle at the same time, usually overnight, such that the Company receives the funds from the source at the same time as it sends the funds to their destination. However, due to the transactions being with various financial institutions there may be timing differences that result in float balances. These funds are maintained in accounts for the benefit of the client which is separate from the Company’s corporate assets. As the Company does not take ownership of the funds, these settlement accounts are not included in the Company’s balance sheet. The Company is entitled to interest earned on the fund balances. The collection of interest on these settlement accounts is considered in the Company’s determination of its fee structure for clients and represents a portion of the payment for services performed by the Company. The amount of settlement funds as of June 30, 2026, and December 31, 2025, was $ 184.9 million and $ 238.4 million, respectively. Fair Value The fair values of cash and cash equivalents approximate the carrying values due to the short period of time to maturity (Level 2 of the fair value hierarchy). Goodwill In accordance with the Accounting Standards Codification ("ASC") 350, Intangibles – Goodwill and Other , the Company assesses goodwill for impairment annually during the fourth quarter of its fiscal year using October 1 balances or when there is evidence that events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company evaluates goodwill at the reporting unit level 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 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. Use of a discounted cash flow model is common practice in impairment testing in the absence of available transactional market evidence to determine the fair value. The calculated fair value was substantially in excess of the current carrying value for all reporting units based upon the October 1, 2025, annual impairment test and there have been no indications of impairment in the subsequent periods. Equity Method Investment In July 2019, the Company invested $ 18.3 million for a 30 % non-controlling financial interest in a payment technology and services company in India. The Company accounted for this investment using the equity method in accordance with ASC 323, Investments - Equity Method and Joint Ventures, and recorded its share of earnings and losses in the investment on a one-quarter lag basis. 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 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): Disaggregation of Income Statement Expenses. The amendments in this update will require entities to provide disaggregated disclosures of specific expense categories underlying certain income statement expense line items on an annual and interim basis. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and early application is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently assessing the impact that the adoption of ASU 2024-03 will have on its financial statement footnote disclosures. 10 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. 2. Revenue In accordance with ASC 606, Revenue From Contracts With Customers , revenue is recognized upon transfer of control of promised products and/or services to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products and services. Revenue is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities. See Note 9, Segment Information, for additional information, including disaggregation of revenue based on primary solution category. Total receivables represent amounts billed and amounts earned that are to be billed in the future (i.e., accrued receivables). Included in accrued receivables are services, software as a service ("SaaS"), and platform as a service ("PaaS") revenues earned in the current period but billed in the following period and amounts due under multi-year software license arrangements with extended payment terms for which the Company has an unconditional right to invoice and receive payment subsequent to invoicing. Total receivables, net is comprised of the following (in thousands): June 30, 2026 December 31, 2025 Billed receivables $ 205,700 $ 203,506 Allowance for credit losses ( 1,517 ) ( 1,269 ) Billed receivables, net 204,183 202,237 Current accrued receivables, net 255,070 243,629 Long-term accrued receivables, net 357,813 391,719 Total accrued receivables, net 612,883 635,348 Total receivables, net $ 817,066 $ 837,585 No customer accounted for more than 10% of the Company’s consolidated receivables balance as of June 30, 2026 and December 31, 2025. 11 Deferred revenue includes amounts due or received from customers for software licenses, maintenance, services, and/or SaaS and PaaS services in advance of recording the related revenue. Changes in deferred revenue were as follows (in thousands): Balance, December 31, 2025 $ 87,257 Deferral of revenue 70,250 Recognition of deferred revenue ( 68,941 ) Foreign currency translation 112 Balance, June 30, 2026 $ 88,678 Revenue allocated to remaining performance obligations represents contracted revenue that will be recognized in future periods, which is comprised of deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. This does not include: • Revenue that will be recognized in future periods from capacity overages that are accounted for as a usage-based royalty. • SaaS and PaaS revenue from variable consideration that will be recognized in accordance with the ‘right to invoice’ practical expedient or meets the allocation objective. Revenue allocated to remaining performance obligations was $ 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. 3. Debt 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. Credit Agreement On February 26, 2024, ACI Worldwide, Inc. (the “Company”) entered into a Refinance Amendment (the “Amendment”) to the Second Amended and Restated Credit Agreement, dated as of April 5, 2019 (as amended, restated, supplemented or otherwise modified from time to time, including by the Amendment, the “Credit Agreement”) among the Company, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent and a lender, BofA Securities, Inc., PNC Capital Markets LLC, Wells Fargo Securities, LLC, and TD Securities (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners, and the other financial institutions party thereto. The Amendment (i) provides a senior secured term loan facility (the “Term Loan Facility”) in an aggregate principal amount of $ 500 million, (ii) provides a senior secured revolving credit facility (the “Revolving Loan Facility” and together with the Term Loan Facility, the “Credit Facilities”) of up to $ 600 million, and (iii) extends the maturity date of the Facilities to February 26, 2029 (the “Maturity Date”), provided that if any of the Company’s 5.750 % Senior Notes due 2026 are outstanding on the date that is 91 days before the maturity thereof (the “Springing Maturity Date”), and the Company does not have sufficient liquidity as of such date, the Maturity Date will be the Springing Maturity Date. The Revolving Loan Facility includes a $ 35 million sublimit for the issuance of standby letters of credit and a $ 20 million sublimit for swingline loans. Amounts repaid under the Revolving Facility may be reborrowed. On June 18, 2025, the Company entered into a Lender Addition and Acknowledgement Agreement with Bank of America, N.A., under the Credit Facility for an Incremental Term Loan of $ 200.0 million. This Incremental Term Loan is subject to all the terms and provisions of the Credit Facility. Borrowings under the Credit Facilities bear interest at a rate equal to, at borrower's option, either (A) a base rate determined by reference to the highest of (1) the rate of interest per annum publicly announced by Bank of America as its prime rate, (2) the federal funds effective rate plus 0.5 %, (3) term Secured Overnight Financing Rate ("SOFR") plus 1 %, and (4) 1 % or (B) term 12 SOFR for applicable interest period relevant to such borrowing, in each case plus an applicable margin. The applicable margin for borrowings under the Credit Facilities is, based on the calculation of the applicable consolidated total leverage ratio, between 0.5 % to 1.5 % with respect to base rate borrowings and between 1.5 % and 2.5 % with respect to term SOFR rate borrowings. Interest is due and payable monthly. The interest rate in effect for the Credit Facility as of June 30, 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. The Company’s subsidiaries, ACI Worldwide Corp. and ACI Payments, Inc. are co-borrowers under the Credit Agreement. The obligations of the borrowers under the Credit Facilities and the obligations of the Company and its subsidiaries under cash management arrangements entered into with lenders under the Credit Facilities (or affiliates thereof) are jointly and severally guaranteed by the Company and all of its existing and future material domestic subsidiaries, subject to certain exclusions. The obligations of the borrowers in respect of the Credit Facilities are secured by first-priority security interests in substantially all assets of the borrowers, including 100 % of the capital stock of each domestic subsidiary of the borrower and 65 % of the voting capital stock of each foreign subsidiary that is directly owned by a borrower, in each case subject to certain exclusions set forth in the Credit Agreement. The Credit Agreement contains customary negative covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, grant additional liens, and make certain acquisitions, investments, asset dispositions, and restricted payments. In addition, the Credit Agreement contains financial covenants that require the Company to maintain, as of the end of any fiscal quarter, (i) a consolidated total net leverage ratio of less than or equal to 4.25 to 1.00, (ii) a consolidated senior secured net leverage ratio of less than or equal to 3.75 to 1.00, and (iii) a minimum consolidated interest coverage ratio of greater than or equal to 3.00 to 1.00, in each case subject to certain exclusions as set forth in the Credit Agreement. The Credit Agreement also contains certain customary affirmative covenants and events of default. If an event of default, as specified in the Credit Agreement, shall occur and be continuing, the Company may be required to repay all amounts outstanding under the Credit Facilities. Senior Notes On August 21, 2018, the Company completed a $ 400.0 million offering of the 2026 Notes at an issue price of 100 % of the principal amount in a private placement for resale to qualified institutional buyers. The 2026 Notes bore interest at an annual rate of 5.750 %, payable semi-annually in arrears on February 15 and August 15 of each year, which commenced on February 15, 2019. The 2026 Notes were scheduled to mature on August 15, 2026. On June 18, 2025, the Company redeemed the 2026 Notes in full as provided for under the terms. Maturities on debt outstanding as of June 30, 2026, are as follows (in thousands): Fiscal Year Ending December 31, Remainder of 2026 $ 21,250 2027 42,500 2028 45,000 2029 717,500 2030 — Thereafter — Total $ 826,250 As of June 30, 2026, and at all times during the period, the Company was in compliance with its financial debt covenants. 13 Total debt is comprised of the following (in thousands): June 30, 2026 December 31, 2025 Term loans $ 601,250 $ 622,500 Revolving credit facility 225,000 200,000 Debt issuance costs ( 4,073 ) ( 4,892 ) Total debt 822,177 817,608 Less: current portion of term loans 42,500 42,500 Less: current portion of debt issuance costs ( 1,527 ) ( 1,559 ) Total long-term debt $ 781,204 $ 776,667 Overdraft Facility In 2019, the Company and ACI Payments, Inc. entered in to an uncommitted overdraft facility with Bank of America, N.A. The overdraft facility bears interest at the federal funds effective rate plus 2.25 % based on the Company’s average outstanding balance and the frequency in which overdrafts occur. The overdraft facility acts as a secured loan under the terms of the Credit Agreement to provide an additional funding mechanism for timing differences that can occur in the bill payment settlement process. Amounts outstanding on the overdraft facility are included in other current liabilities in the condensed consolidated balance sheet. As of June 30, 2026 and December 31, 2025, there was $ 75.0 million available and no amount outstanding on the overdraft facility. Other The Company finances certain multi-year license agreements for internal-use software. Upon execution, these arrangements are treated as a non-cash investing and financing activity for purposes of the condensed consolidated statements of cash flows. 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. 14 4. Software and Other Intangible Assets The carrying amount and accumulated amortization of the Company's software assets subject to amortization at each balance sheet date are as follows (in thousands): June 30, 2026 December 31, 2025 Gross Carrying Amount Accumulated Amortization Net Balance Gross Carrying Amount Accumulated Amortization Net Balance Software for internal use $ 479,077 $ ( 412,226 ) $ 66,851 $ 471,173 $ ( 394,851 ) $ 76,322 Software for resale 106,012 ( 104,967 ) 1,045 106,594 ( 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 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 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): June 30, 2026 December 31, 2025 Gross Carrying Amount Accumulated Amortization Net Balance Gross Carrying Amount Accumulated Amortization Net Balance Customer relationships $ 452,472 $ ( 316,316 ) $ 136,156 $ 453,414 $ ( 306,352 ) $ 147,062 Trademarks and trade names 22,102 ( 22,102 ) — 22,235 ( 22,235 ) — Total other intangible assets $ 474,574 $ ( 338,418 ) $ 136,156 $ 475,649 $ ( 328,587 ) $ 147,062 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 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 Remainder of 2026 $ 22,071 $ 10,645 2027 26,698 20,989 2028 13,374 18,584 2029 4,128 17,966 2030 1,451 17,716 Thereafter 174 50,256 Total $ 67,896 $ 136,156 15 5. Stock-Based Compensation Plans Employee Stock Purchase Plan Shares issued under the 2017 Employee Stock Purchase Plan during the six months ended June 30, 2026 and 2025, totaled 49,102 and 35,586 , respectively. Stock Options A summary of stock option activity is as follows: Number of Shares Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value of In-the-Money Options ($) Outstanding as of December 31, 2025 107,200 $ 20.11 Exercised ( 67,200 ) 20.11 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 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. The awards have operating performance goals that include (i) adjusted EBITDA metrics and (ii) revenue growth rates as determined by the Company with a TSR multiplier up to plus or minus 20 %. Up to 200 % of the performance shares could be earned upon achievement of the performance goals, including the multiplier. On a quarterly basis, management evaluates the probability that the threshold performance goals will be achieved, if at all, and the anticipated level of attainment to determine the amount of compensation expense to record in the consolidated financial statements. A summary of nonvested TSRs is as follows: Number of Shares Weighted Average Grant Date Fair Value Nonvested as of December 31, 2025 1,058,606 $ 43.22 Granted 499,639 46.44 Vested ( 731,472 ) 41.38 Forfeited ( 42,371 ) 46.87 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. 16 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, 2026 2025 Expected life (years) 3.1 2.3 Risk-free interest rate 3.6 % 4.0 % Expected volatility 33.7 % 33.2 % Expected dividend yield — — Restricted Share Units A summary of nonvested restricted share unit awards ("RSUs") is as follows: Number of Shares Weighted Average Grant Date Fair Value Nonvested as of December 31, 2025 1,710,592 $ 44.14 Granted 1,360,995 42.58 Vested ( 621,176 ) 38.75 Forfeited ( 141,926 ) 41.17 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. 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 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. 6. Common Stock and Treasury Stock In 2005, the Board approved a stock repurchase program authorizing the Company, as market and business conditions warrant, to acquire its common stock and periodically 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 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 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. 17 7. Earnings Per Share Basic earnings per share is computed in accordance with ASC 260, Earnings Per Share , based on weighted average outstanding common shares. Diluted earnings per share is computed based on basic weighted average outstanding common shares adjusted for the dilutive effect of stock options, RSUs, and certain contingently issuable shares for which performance targets have been achieved. The following table reconciles the weighted average share amounts used to compute both basic and diluted earnings per share (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Weighted average shares outstanding: Basic weighted average shares outstanding 101,503 104,376 101,711 104,860 Add: 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 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. 8. Other, Net Other, net is comprised of the following items (in thousands): Three Months Ended June 30, Six Months Ended June 30, 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. 9. Segment Information 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. 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. 18 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 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, and others. The Company's solutions provide merchants with a secure, omnichannel payments platform that gives them flexibility and independence. The Company also offers secure solutions to online-only merchants that provide consumers with a convenient and seamless way to shop. Biller. Within the Biller segment, ACI provides electronic bill presentment and payment services to companies operating in the consumer finance, insurance, healthcare, higher education, utility, government, mortgage, subscription provider, and telecommunications categories. The solutions enable these customers to support a wide range of payment options and 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 and product. Expenses are attributed to the reportable segments in one of three methods: (1) direct costs of the segment, (2) labor costs that can be attributed based upon time tracking for individual projects, or (3) costs that are allocated. Allocated costs are generally marketing and sales related activities. Segment Adjusted EBITDA is the measure reported to the CODM for purposes of making decisions on allocating resources and assessing the performance of the Company’s segments, including budget and forecast-to-actual variances, and, therefore, Segment Adjusted EBITDA is presented in conformity with ASC 280, Segment Reporting. Segment Adjusted EBITDA is defined as earnings from operations before interest, income tax expense (benefit), depreciation and amortization (“EBITDA”) adjusted to exclude net other income (expense). Corporate and unallocated expenses includes global facilities and information technology costs and long-term product roadmap expenses in addition to corporate overhead costs that are not allocated to reportable segments. The overhead costs relate to human resources, finance, legal, accounting, and merger and acquisition activity. These costs along with depreciation and amortization and stock-based compensation are not considered when management evaluates segment performance. 19 The following is selected financial data for the Company’s reportable segments for the periods indicated (in thousands): Three Months Ended June 30, 2026 Payment Software Biller Total Revenue $ 196,367 $ 234,056 $ 430,423 Less: Interchange (a) — 165,629 165,629 Global technology and innovation (b) 71,003 12,714 83,717 Other segment items (c) 31,758 20,968 52,726 Segment Adjusted EBITDA $ 93,606 $ 34,745 $ 128,351 Reconciliation of income before income taxes Depreciation and amortization ( 23,998 ) Stock-based compensation expense ( 18,662 ) Corporate and unallocated expenses ( 41,042 ) Interest, net ( 6,387 ) Other, net 662 Income before income taxes $ 38,924 Three Months Ended June 30, 2025 Payment Software Biller Total Revenue $ 179,343 $ 221,915 $ 401,258 Less: Interchange (a) — 151,063 151,063 Global technology and innovation (b) 65,177 12,002 77,179 Other segment items (c) 30,888 19,065 49,953 Segment Adjusted EBITDA $ 83,278 $ 39,785 $ 123,063 Reconciliation of income before income taxes Depreciation and amortization ( 24,101 ) Stock-based compensation expense ( 16,411 ) Corporate and unallocated expenses ( 47,693 ) Interest, net ( 10,593 ) Other, net ( 6,393 ) Income before income taxes $ 17,872 20 Six Months Ended June 30, 2026 Payment Software Biller Total Revenue $ 409,828 $ 446,344 $ 856,172 Less: Interchange (a) — 311,857 311,857 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 ) Stock-based compensation expense ( 35,619 ) Corporate and unallocated expenses ( 88,581 ) Interest, net ( 14,979 ) Other, net 2,188 Income before income taxes $ 89,348 Six Months Ended June 30, 2025 Payment Software Biller Total Revenue $ 380,068 $ 415,755 $ 795,823 Less: Interchange (a) — 281,891 281,891 Global technology and innovation (b) 129,844 25,238 155,082 Other segment items (c) 60,385 37,946 98,331 Segment Adjusted EBITDA $ 189,839 $ 70,680 $ 260,519 Reconciliation of income before income taxes Depreciation and amortization ( 48,086 ) Stock-based compensation expense ( 28,038 ) Corporate and unallocated expenses ( 91,021 ) Interest, net ( 21,212 ) Other, net 17,347 Income before income taxes $ 89,509 (a) Interchange – Interchange costs include all payment card interchange fees, amounts payable to banks, and payment card processing fees associated with providing services to Biller customers. (b) Global Technology & Innovation – (“GTI”) costs include the costs of maintaining software products, as well as the costs required to deliver, install, and support software at customer sites. It also includes maintenance costs, which are the efforts associated with providing the customer with upgrades, 24-hour help desk, post go-live (remote) support, and production-type support for software that was previously installed at a customer location. GTI includes costs to provide SaaS and PaaS services including our data center operations. Service costs, including human resource and other incidental costs such as travel and training required for both pre go-live and post go-live support, are included. Such efforts include project management, delivery, product customization and implementation, installation support, consulting, configuration, and on-site support. GTI also includes research and development expenses which are primarily human resource costs related to the creation of new products, improvements made to existing products, as well as compatibility with new operating system releases and generations of hardware. 21 (c) Other segment items – other includes selling and marketing, product management, third-party royalties and other cost of goods sold excluding interchange. Selling and marketing costs, which are the costs related to selling our products to current and prospective customers as well as the costs related to promoting the Company, its products and the research efforts required to measure customers’ future needs and satisfaction levels. Selling costs are primarily the human resource and travel costs related to the effort expended to license our products and services to current and potential clients within defined territories and/or industries as well as the management of the overall relationship with customer accounts. Selling costs also include the costs associated with assisting distributors in their efforts to sell our products and services in their respective local markets. Product management costs are primarily the human resource costs related to developing and documenting our product requirements. Assets are not allocated to segments, and the Company’s CODM does not evaluate operating segments using discrete asset information. 22 The following is revenue by primary solution category for the Company’s reportable segments for the periods indicated (in thousands): Three Months Ended June 30, 2026 Payment Software Biller Total Primary Solution Categories Bill payments $ — $ 234,056 $ 234,056 Merchant payments 41,125 — 41,125 Payments intelligence 16,052 — 16,052 Real-time payments 22,860 — 22,860 Issuing and acquiring 116,330 — 116,330 Total $ 196,367 $ 234,056 $ 430,423 Three Months Ended June 30, 2025 Payment Software Biller Total Primary Solution Categories Bill payments $ — $ 221,915 $ 221,915 Merchant payments 39,655 — 39,655 Payments intelligence 15,161 — 15,161 Real-time payments 39,471 — 39,471 Issuing and acquiring 85,056 — 85,056 Total $ 179,343 $ 221,915 $ 401,258 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 23 Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Payment Software Software as a service and platform as a service $ 50,706 $ 49,343 $ 100,375 $ 92,586 License 68,795 56,711 156,836 141,204 Maintenance 51,558 50,421 102,476 99,063 Services 25,308 22,868 50,141 47,215 Total $ 196,367 $ 179,343 $ 409,828 $ 380,068 Biller Software as a service and platform as a service $ 234,056 $ 221,915 $ 446,344 $ 415,755 Total $ 234,056 $ 221,915 $ 446,344 $ 415,755 The following is the Company's revenue by geographic location for the periods indicated (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenue United States $ 275,141 $ 275,855 $ 548,851 $ 512,609 Other 155,282 125,403 307,321 283,214 Total $ 430,423 $ 401,258 $ 856,172 $ 795,823 The following is the Company’s long-lived assets by geographic location for the periods indicated (in thousands): June 30, 2026 December 31, 2025 Long-lived Assets United States $ 1,076,405 $ 1,106,051 Other 805,721 836,618 Total $ 1,882,126 $ 1,942,669 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. 10. Income Taxes 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. 24 The Company’s effective tax rate could fluctuate on a quarterly basis due to the occurrence of significant and unusual or infrequent items, such as vesting of stock-based compensation or foreign currency gains and losses. The Company’s effective tax rate could also fluctuate due to changes in the valuation of its deferred tax assets or liabilities, or by changes in tax laws, regulations, accounting principles, or interpretations thereof. In addition, the Company is occasionally subject to examination of its income tax returns by tax authorities in the jurisdictions it operates. 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 June 30, 2026, and December 31, 2025, the amount of unrecognized tax benefits for uncertain tax positions was $ 20.3 million. 25