What changed in this filing

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Item 1A. Risk Factors

2026-08-28 compared with 2025-08-25 · 100 added, 62 removed, 154 unchanged (51% of the section changed)

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If we fail to maintain a sufficient digital security infrastructure, address security vulnerabilities and new threats, or deploy adequate technologies to secure our systems against attack, we may be subject to security breaches that compromise confidential information, including valuable intellectual property, proprietary information, trade secrets, know-how, or source code, which could lead to their theft, misuse, unauthorized disclosure, or misappropriation.

Cybersecurity incidents, which, among other things, may result in unauthorized access to systems, service interruptions, malicious intrusions, exfiltration of data, ransomware, cyber-attacks, or operating failures, have become more sophisticated and more prevalent, have occurred in our systems in the past, and may occur in our systems in the future.

Such incidents could adversely affect our ability to operate our business, damage our reputation and business, adversely affect our results of operations and financial condition, and expose us to liability.

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If these vulnerabilities are not remediated in a timely manner, our systems and data may be at risk of compromise or interruption.

Our services and infrastructure are increasingly reliant on the internet.

Our services and infrastructure are heavily reliant on the internet.

Computer networks and the internet are vulnerable to disruptive problems such as denial of service attacks or other cyber-attacks carried out by cyber criminals or state-sponsored actors.

We are continually subject to attempts by unauthorized parties to access confidential information or to destroy data, often through the introduction of computer viruses, ransomware or malware, and cyber-attacks.

The use of artificial intelligence increasingly enabling their sophistication and accelerating their evolution, including through automated phishing and the rapid development of new malware, which continue to evolve and can be difficult to detect.

Those same parties may also attempt to fraudulently induce associates, clients, vendors, or other authorized users of our systems through phishing schemes or other social

engineering methods to disclose sensitive information to gain access to our data or that of our clients or their accountholders.

Any such coordinated attacks, if successful, can lead to data loss and exfiltration, disruption to systems and services, and damage to our reputation as a secure financial technology company.

We are also subject to the risk that our associates may, unintentionally or with malicious intent, intercept and transmit unauthorized confidential or proprietary information or that corporate-owned computers used by associates are stolen, or client data media is lost in shipment.

The increasing sophistication of frontier artificial intelligence models is reshaping the cyber-attack landscape.

The growing use of frontier AI models by unauthorized parties has changed the scale of cyber threats and speed and complexity of cyber-attacks, including automated phishing, deepfakes, the rapid development of new malware, and novel attack techniques targeting or leveraging AI systems and models.

Further, the use of frontier AI allows these parties to identify and exploit software vulnerabilities faster and more broadly than ever before, including attacks targeting zero-day vulnerabilities that might not have been identified, or identified as quickly, without the use of frontier AI.

The vulnerabilities targeted by these attacks are constantly evolving and can be difficult to identify, detect, prevent, or mitigate.

We utilize technology, including artificial intelligence-enabled tools, to help defend against cybersecurity threats.

However, threat actors are increasingly using similar technologies to identify vulnerabilities, automate attacks, and evade detection.

If our security capabilities fail to keep pace with the evolving methods used by threat actors, our systems, data, operations, and reputation could be adversely affected.

Those same parties may also attempt to fraudulently induce associates, clients, third-party service providers, or other authorized users of our systems through phishing schemes or other social engineering methods to disclose sensitive information to gain access to our data or that of our clients or their accountholders.

We have experienced phishing attacks, social engineering attempts, and other cybersecurity incidents targeting our associates, clients, and systems.

When successful, these coordinated attacks may result in data loss, exfiltration, and disruption to systems and services, and can damage our reputation as a secure financial technology company.

We are also subject to the risk that our associates may, unintentionally or with malicious intent, intercept and transmit unauthorized confidential or proprietary information or that corporate-owned devices used by associates are stolen, or client data media is lost in shipment.

An interception, misuse, or mishandling of personal, confidential, or proprietary information being sent to or received from a client or third-party could result in legal liability, remediation costs, regulatory action, and reputational harm, any of which could adversely affect our results of operations and financial condition.

Like other financial institution service providers, we continually face third-party attempts to discover and exploit system weaknesses or to circumvent our security measures.

We anticipate that attempts to attack our systems, services, and infrastructure, and those of our clients, third-party service providers and other vendors, will grow in frequency and sophistication.

We cannot be certain that our security controls and infrastructure will be adequate to continue to protect our systems and data and our efforts may not be sufficient to combat all current and future technological risks and threats.

These risks are further heightened by the fact that a significant portion of our associates and contractors work remotely outside of Company-controlled facilities using networks and devices that are not physically controlled by the Company, potentially limiting the effectiveness of our security controls.

Advances in computer capabilities, new discoveries in the field of cryptography, the use of artificial intelligence, or other events or developments may render our security measures inadequate.

We regularly experience attacks and other malicious activities targeting our systems, services, infrastructure, and data, as well as those of our clients, third-party service providers, and other vendors.

These activities continue to increase in frequency and sophistication.

Despite implementing security controls and infrastructure designed to protect our systems and data, we have experienced cybersecurity incidents in the past and may experience them in the future.

We cannot be certain that our efforts will be sufficient to combat all current and future technological risks and threats.

These risks are further heightened by

the fact that a significant portion of our associates and contractors work remotely outside of Company-controlled facilities using networks and devices that are not physically controlled by the Company, potentially limiting the effectiveness of our security controls.

Advances in computer capabilities, breakthroughs in cryptography, the accelerating development, sophistication, and deployment of artificial intelligence technologies, or other technical developments could materially enhance the ability of threat actors to identify vulnerabilities, bypass controls, or otherwise compromise our systems, thereby rendering our security measures inadequate.

Security risks may result in liability to our clients or other third parties, damage to our reputation, and may deter financial institutions from purchasing our products.

The significant amount of capital and other resources we currently expend to protect against the threat of security breaches may prove insufficient to prevent a breach.

We cannot ensure that any limitation-of-liability provisions in our client and user agreements, contracts with third-party vendors, or other contracts are sufficient to protect us from liabilities or damages with respect to claims relating to a security breach or similar matters.

We cannot ensure that any limitation-of-liability provisions in our client and user agreements, contracts with third-party service providers, or other contracts are sufficient to protect us from liabilities or damages with respect to claims relating to a security breach or similar matters.

The insurance coverage we maintain to address data security risks may be insufficient to cover all types of claims or losses that may arise, and there is no assurance that such insurance coverage will continue to be available to us on economically reasonable terms, or at all.

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Failure to maintain sufficient technological infrastructure or an operational failure in our outsourcing facilities could expose us to damage claims, increase regulatory scrutiny, and cause us to lose clients.

Our products and services require substantial investments in technological infrastructure, and we have experienced significant growth in the number of users, transactions, and data that our technological infrastructure supports.

Our products and services require substantial investments in technological infrastructure, and we continue to grow in the number of users, transactions, and data that our technological infrastructure supports.

If we fail to adequately invest in and support our technological infrastructure and processing capacity, we may not be able to support our clients’ processing needs and may be more susceptible to interruptions and delays in services.

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If an interruption extends for more than several hours, we may experience data loss or a reduction in revenues due to such interruption.

Any significant interruption of service could reduce revenue, have a negative impact on our reputation and the reputation of our clients, result in damage claims, lead our present and potential clients to choose other service providers, and lead to increased regulatory scrutiny of the critical services we provide to financial institutions, with resulting increases in compliance burdens and costs.

Any significant interruption of service could reduce revenue, harm our and our clients' reputations, result in damage claims, cause current and prospective clients to choose alternative service providers, and increase regulatory scrutiny of the critical services we provide to financial institutions, thereby increasing our compliance obligations and costs.

Implementing modifications and upgrades to our technological infrastructure subjects us to inherent costs and risks associated with changing systems, policies, procedures, and monitoring tools.

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Transactions facilitated by us include debit card, credit card, electronic bill payment transactions, Automated Clearing House (“ACH”) payments, real-time payments through faster payment networks (such as Zelle, RTP, and FedNow), and check clearing that support consumers, financial institutions, and other businesses.

If the continuity of operations, integrity of processing, or ability to detect or prevent fraudulent payments were compromised in connection with payments transactions, we could suffer financial as well as reputational loss.

Such services are critical to our clients’ operations.

If the continuity of operations, the integrity of our processing systems, or our ability to detect or prevent fraudulent payments were compromised in connection with payments transactions, our clients’ operations could be disrupted or adversely affected.

Any such disruption could result in financial losses, reputational damage, legal or regulatory consequences, and other adverse effects for both our clients and us.

In addition, we rely on various third parties to process transactions and provide services in support of the processing of transactions and funds settlement for certain of our products and services that we cannot provide ourselves.

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We also rely on third-party service providers to provide part, or all, of certain services we deliver to clients.

As we continue to move more computing, storage, and processing services out of our data centers and facilities and into third-party hosting environments, our reliance on these providers and their systems will increase.

This reliance is further concentrated as we use certain third-party vendors to provide large portions of our hosting needs.

While we have selected these third-party vendors carefully, we do not control their actions.

A failure of these services by a third party could have a material impact upon our delivery of services to our clients.

Such a failure could lead to damage claims, loss of clients, and reputational harm, depending on the duration and severity of the failure.

As we continue to move more computing, storage, and processing services out of our data centers and facilities and into third-party hosting environments like public cloud infrastructure providers.as well as private cloud co-location facilities, our reliance on these providers and their systems will increase.

The migration of our products and services to these new cloud-based systems is complex and requires substantial expenditures.

Furthermore, we face risks inherent in the conversion to any new system, including potential data loss and operational disruptions.

We rely on a limited number of third-party service providers that provide significant portions of our hosting and technology infrastructure.

While we have selected these third-party service providers carefully and conduct ongoing diligence and monitoring, we do not control their actions or operations.

Any disruption, capacity constraints, interference, failure, cybersecurity incident, service degradation, or other interruption of these services by a third-party service provider could result in degraded performance, data loss, or prolonged outages and adversely affect our operations and our ability to deliver services to clients.

Such a failure could lead to damage claims, loss of clients, reputational harm, increased costs, contractual disputes, regulatory scrutiny, and, depending on the duration and severity of the failure, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Third parties perform significant operational services on our behalf.

These third-party vendors are subject to similar risks as us including, but not limited to, compliance with applicable laws and regulations, hardware and software defects, breakdowns or malfunctions, cybersecurity incidents, human error, failures in internal controls, power losses, disruptions in telecommunications services, computer viruses or other malware, natural disasters or severe weather events, or other events.

One or more of our vendors may experience a cybersecurity event or operational disruption and, if any such event does occur, it may not be adequately addressed, either operationally or financially, by the third-party vendor.

Certain of our vendors may have limited indemnification obligations or may not have the financial capacity to satisfy their indemnification obligations.

If a critical vendor is unable to meet our needs in a timely manner or if the services or products provided by such a vendor are terminated or otherwise delayed and if we are not able to develop alternative sources for these services and products timely and cost-effectively, our clients could be negatively impacted, and it could have a material adverse effect on our business.

We operate in a competitive business environment and our business will be adversely affected if we fail to compete effectively.

These third-party service providers are subject to similar risks as us including, but not limited to, compliance with applicable laws and regulations, hardware and software defects, breakdowns or malfunctions, cybersecurity incidents, human error, failures in internal controls, power losses, disruptions in telecommunications services, computer viruses or other malware, natural disasters or severe weather events, or other events.

One or more of our third-party service providers may experience a cybersecurity event or operational disruption and, if any such event does occur, it may not be adequately addressed, either operationally or financially, by the third-party service provider.

Certain of our third-party service providers may have limited indemnification obligations or may not have the financial capacity to satisfy their indemnification obligations.

If a critical third-party service provider is unable to meet our needs in a timely manner or if the services or products provided by such a third-party service provider are terminated or otherwise delayed and if we are not able to develop alternative sources for these services and products timely and cost-effectively, our clients could be negatively impacted, and it could have a material adverse effect on our business.

We operate in highly competitive and rapidly evolving markets and our business will be adversely affected if we fail to compete effectively.

We vigorously compete with a variety of software vendors and service providers in all our major product lines.

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New competitors, including smaller start-ups, regularly appear with new products, services, and technology for financial institutions.

If competitors offer more favorable pricing, payment or other contractual terms, warranties, or functionality, or otherwise attract our clients or prevent us from capturing new clients, we may need to lower prices or offer other terms that negatively impact our results of operations in order to successfully compete.

We are also experiencing increasing competition from nontraditional market participants, including financial technology companies, payment-focused providers, and technology platforms that offer products, services, or alternative delivery models that compete with portions of our solutions.

Certain competitors may be able to devote greater financial resources to innovation, respond more rapidly to changing client demands, or accept business and operating risks that differ from our approach.

successfully compete.

Emerging technologies, evolving payment methods, and changing client preferences may alter how financial services products and services are delivered and consumed and could reduce demand for certain existing solutions or displace portions of traditional technology and payment processing models.

If we are unable to adapt our products and services to these developments in a timely and cost-effective manner, our competitive position, revenues, growth prospects, and results of operations could be adversely affected.

In addition, increased adoption of specialized point solutions may reduce demand for broader integrated offerings and result in the replacement of components of our existing product suite.

Failure to achieve favorable renewals of service contracts could negatively affect our business.

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If we are not successful in achieving high renewal rates upon favorable terms, revenues and profit margins will suffer.

We may experience increased costs for services from our third-party vendors due to inflation or other cost expansion, but because our client contracts typically have longer terms than our vendor contracts, our ability to pass on those higher costs to clients may be limited.

We may experience increased costs for services from our third-party service providers due to inflation or other cost expansion, but because our client contracts typically have longer terms than our third-party service provider contracts, our ability to pass on those higher costs to clients may be limited.

If inflation or costs outpace our contractual ability to adjust pricing during the contractual terms of our client contracts, our revenues and profit margins could be negatively impacted.

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These factors and new product introductions by our existing competitors or by new market entrants could reduce the demand for our existing products and services, and we may be required to develop or acquire new products and services.

In addition, competitors and other third parties may incorporate artificial intelligence into products and offerings more quickly or more successfully than we do, which could impair our ability to compete effectively and adversely affect our results of operations.

Our future success is dependent on our ability to enhance our existing products and services in a timely manner and to develop or acquire new products and services.

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While these technologies offer distinct business opportunities, they also bring evolving legal, regulatory, and operational risks.

Both state and federal regulations relating to these emerging technologies are quickly and constantly evolving and may require significant resources to modify and maintain business practices to comply with U.S.

laws, the nature of which cannot be determined at this time.

The regulatory landscape relating to these technologies is quickly and constantly evolving and requires significant resources to modify and maintain business practices to comply with applicable laws.

Further, the ongoing tension between the states and the federal government regarding AI regulations is causing increased uncertainty and risk and compliance costs, particularly regarding the use of automated decision-making and other uses of AI technologies in high-risk industries, including the financial industry.

This uncertainty has a broader impact than simply AI-targeted regulations and may expose us to claims of privacy rights violations or providing inadequate cybersecurity protections.

From an operational standpoint, AI algorithms and training methodologies may create accuracy issues, unintended biases, factual errors, misrepresentations, offensive language, inappropriate statements, or other unexpected outcomes that could undermine product and service quality or lead to errors in our decision-making and solution development.

Ineffective or inadequate AI development, testing, evaluation, deployment, content labeling, or governance may impair public acceptance or cause harm, resulting in offerings not working as intended, and we also face explainability risk from our potential inability to interpret or justify AI model decisions, which may lead to concerns about trust, regulatory compliance, and accountability.

Furthermore, the uncertainty in the regulatory environment and our development and use of generative AI technologies expose us to evolving intellectual property risks, including the potential misuse of proprietary or confidential inputs, infringement of third-party rights, and uncertainty regarding the ownership of AI-generated outputs.

Additionally, the use of AI tools by associates—whether authorized or not—for internal functions or business operations may result in unintended or unreliable outputs, which could negatively impact the quality, accuracy, or consistency of work product and decision-making.

Our failure to accurately identify and address our responsibilities and liabilities in this new environment could negatively affect any solutions we develop incorporating such technology and could subject us to reputational harm, regulatory action, or litigation, which may harm our financial condition and operating results.

us to reputational harm, regulatory action, or litigation, which may harm our financial condition and operating results.

These same risks apply to our third-party service providers who are implementing these tools into the products or services they provide to us.

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The financial services industry is subject to extensive and complex federal and state regulation.

As a supplier of software and services to financial institutions, portions of our operations are subject to ongoing supervision and examination by the Office of the Comptroller of the Currency, the Federal Reserve Board, the Federal Deposit Insurance Corporation, the Consumer Financial Protection Bureau, and the National Credit Union Association, among other regulatory agencies.

These agencies regulate services we provide and the way we operate, and we are required to comply with a broad range of applicable federal and state laws and regulations.

Credit Unions are subject to supervision by the National Credit Union Administration.

These federal agencies, and comparable state agencies, regulate services we provide and the way we operate, and we are required to comply with a broad range of applicable federal and state laws and regulations.

We are routinely subject to the examination process with such regulators, which includes the identification of areas where we can improve our practices to better comply with the applicable regulations and guidelines.

If regulators

identify significant issues, or if we fail to meet supervisory remediation expectations, we could be subject to regulatory actions that could harm our client relationships and reputation.

If regulators identify significant issues, or if we fail to meet supervisory remediation expectations, we could be subject to regulatory actions that could harm our client relationships and reputation.

Failure by third parties, with whom we contract or partner, to comply with regulations or guidelines could also harm our relationships and reputation.

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Our failure to provide compliant solutions could result in significant fines or consumer liability on our clients, for which we may bear ultimate liability.

Compliance with new and existing data privacy and cybersecurity laws, regulations, and rules may adversely impact our expenses, development, and strategy.

We are subject to complex laws, rules, and regulations related to data privacy and cybersecurity.

Moreover, the legislative and regulatory landscape continues to evolve to include alternative payment types, including digital and cryptocurrencies.

The regulatory environment for crypto assets, stablecoins, and digital currencies is rapidly evolving, with increased oversight from federal and state regulatory agencies.

Recent developments, including the GENIUS Act, and other legislative initiatives, bring increased oversight and more robust compliance obligations including consumer protection, anti-money laundering, sanctions compliance, operational resilience and recordkeeping requirements.

We closely monitor legislative and regulatory changes to ensure any existing or new business models, product offerings, and risk and compliance programs adapt to new requirements.

Any failure to comply with such laws and regulations could expose us to liability, regulatory scrutiny and/or reputational damage.

Rapid changes to cryptocurrency laws and regulations could increase the costs and complexity of compliance, including associated recordkeeping costs, or could require us to change our business practices in a timeframe or manner adverse to our business.

As we make significant investments in research, development, and marketing for new products in emerging technologies in an uncertain and rapidly changing regulatory landscape, we may not achieve immediate or expected returns.

Compliance with data privacy and cybersecurity laws, regulations, and rules may adversely impact our expenses, development, and strategy.

We are subject to complex laws, rules, and regulations related to data privacy and cybersecurity, and each year, this regulatory landscape is rapidly changing.

If we fail to comply with such requirements, we could be subject to reputational harm, regulatory enforcement, and litigation.

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The number of state privacy and cybersecurity laws and regulations has grown tremendously over the past several years, resulting in an increasingly complex and fragmented regulatory landscape.

These laws often include industry-specific requirements and board consumer data protection obligations.

This environment imposes comprehensive data privacy compliance obligations in relation to our collection and use of personal information, including a principle of accountability and the obligation to demonstrate compliance through policies, procedures, training, and audits.

These laws often include industry-specific requirements and broad consumer data protection obligations.

While many of these frameworks share common principles, each jurisdiction imposes unique compliance standards, definitions, and obligations that may not align with one another.

This lack of uniformity, combined with frequent legislative updates and regulatory amendments, creates ongoing challenges for organizations seeking to maintain consistent and compliant data governance practices across multiple jurisdictions.

Further, the FTC and state attorneys general may interpret federal and state consumer protection laws as imposing standards for the collection, use, dissemination, and security of data.

Further, the Federal Trade Commission (“FTC") and state attorneys general may interpret federal and state consumer protection laws as imposing standards for the collection, use, dissemination, and security of data.

In addition, compliance with these laws and regulations may require changes to our technology and our internal processes and procedures, including the way that we handle, process, and store data, which could divert company resources and negatively impact growth opportunities.

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Failure to comply or readily address compliance and regulatory rule changes made by payment card networks could adversely affect our business.

We are subject to card association and network compliance rules governing the payment networks we serve, including Visa, MasterCard, Zelle, FedNow, and The Clearing House’s RTP network, and all rules governing the Payment Card Data Security Standards.

If we fail to comply with these rules and standards, we could be fined or our certifications could be suspended or terminated, which could limit our ability to service our clients and result in reductions in revenues and increased costs of operations.

Changes made by the networks, even when complied with, may result in reduction in revenues and increased costs of operations.

This environment imposes comprehensive data privacy and cybersecurity obligations in relation to our collection and use of personal information, including meeting specific cybersecurity standards and the obligation to demonstrate compliance through policies, procedures, training, and audits.

Lack of compliance with these rules and standards, may have a severe impact on our ability to do business, including fines and penalties, loss of revenue, negative reputational impact, increased costs of operations, and disruption of services, including the inability to provide card processing services to our clients.

Changes made by the payment networks may result in reduction in revenue, increased costs of operations, and negative impact on growth opportunities if company resources need to be diverted to address such changes.

Economic Conditions Risks

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The conditions caused by such events may affect the rate of spending by our clients and their ability to pay for our products and services, delay prospective clients’ purchasing decisions, interfere with our associates’ ability to support our business function, disrupt the ability of third-party providers we rely upon to deliver services, adversely impact our ability to provide on-site services or installations to our clients, or reduce the number of transactions we process, all of which could adversely affect our results of operation and financial position.

We are unable to accurately predict the impact of such events on our business due to a number of uncertainties, including the duration, severity, geographic reach and governmental responses to such events, the impact on our clients’ and vendors' operations, and our ability to continue to provide products and services, including the ability of our associates to work remotely.

We are unable to accurately predict the impact of such events on our business due to a number of uncertainties, including the duration, severity, geographic reach and governmental responses to such events, the impact on our clients’ and third-party service providers' operations, and our ability to continue to provide products and services, including the ability of our associates to work remotely.

If we are not able to respond to and manage the impact of such events effectively, our business will be harmed.

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We derive most of our revenue from products and services we provide to the financial services industry.

If the general economic environment worsens, including if inflation or interest rates continue to increase or remain at higher than recent historical levels, or if conditions or regulatory requirements within the financial services industry change—such as if financial institutions are required to increase reserve amounts, become subject to new regulatory assessments, or if tariffs or other trade restrictions are imposed or increased—clients may be less willing or able to pay the cost of our products and services, and we could face a reduction in demand from current and potential clients for our products and services, which could have a material adverse effect on our business, results of operations, and financial condition.

If the general economic environment worsens, including if inflation or interest rates increase or remain at higher than recent historical levels, or if conditions or regulatory requirements within the financial services industry change—such as if financial institutions are required to increase reserve amounts, become subject to new regulatory assessments, or if tariffs or other trade restrictions are imposed or

increased—clients may be less willing or able to pay the cost of our products and services, and we could face a reduction in demand from current and potential clients for our products and services, which could have a material adverse effect on our business, results of operations, and financial condition.

In addition, a growing portion of our revenue is derived from transaction processing fees, which depend heavily on levels of consumer and business spending.

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Consolidation and failures of financial institutions will continue to reduce the number of our clients and potential clients.

Our primary market consists of approximately 4,440 commercial and savings banks and more than 4,550 credit unions.

Our primary market consists of approximately 4,300 commercial and savings banks and approximately 4,400 credit unions.

The number of commercial banks and credit unions in the United States has experienced a steady decrease over recent decades due to mergers and acquisitions and financial failures and we expect this trend to continue as more consolidation occurs.

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Acquisition Risks

Our growth may be affected if we are unable to find or complete suitable acquisitions.

We have augmented the growth of our business with a number of acquisitions and we plan to continue to acquire appropriate businesses, products, and services.

This strategy depends on our ability to identify, negotiate, and finance suitable acquisitions.

Merger and acquisition activity in our industry has affected the availability and pricing of such acquisitions.

If we are unable to acquire suitable acquisition candidates, we may experience slower growth.

Acquisitions subject us to risks and may be costly and difficult to integrate.

Acquisitions are difficult to evaluate, and our due diligence may not identify all potential liabilities or valuation issues.

Our selective pursuit of strategic transactions may be limited by market conditions, which could impact our ability to complement our organic growth.

While our primary growth strategy focuses on organic initiatives, we may from time to time selectively evaluate and pursue strategic transactions, including acquisitions, to complement our existing business.

We have historically augmented the growth of our business with a number of acquisitions and our current strategy prioritizes a disciplined and selective approach to such transactions.

A successful selective transaction strategy depends on our ability to identify, negotiate, and finance suitable opportunities on favorable terms.

However, intense competition, from both within and outside our industry, for attractive acquisition opportunities may increase purchase prices and reduce the availability of transactions that meet our investment criteria, which could adversely affect our ability to complement our organic growth strategy through acquisitions.

Any transactions we pursue subject us to operational, financial, and integration risks.

Strategic transactions are difficult to evaluate, and our due diligence may not identify all potential liabilities or valuation issues.

We may also be subject to risks related to cybersecurity incidents or vulnerabilities of the acquired company and the acquired systems.

We may not be able to successfully integrate acquired companies.

We may encounter problems with the integration of new businesses, including:

We may not be able to successfully integrate acquired companies, products, or services.

We may encounter problems with the integration of these new businesses, including:

financial control and computer system compatibility;

unanticipated costs and liabilities;

unanticipated costs and liabilities, including inherited undiscovered liabilities such as past data breaches, cybersecurity vulnerabilities, or intellectual property infringement from the acquired entities;

unanticipated quality or client problems with acquired products or services;

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and significant depreciation and amortization expenses related to acquired assets.

To finance future acquisitions, we may have to increase our borrowing or sell equity or debt securities to the public.

If we fail to integrate our acquisitions, our business, financial condition, and results of operations could be materially and adversely affected.

To finance any such transactions, we may have to increase our borrowing or sell equity or debt securities to the public.

If we fail to successfully integrate our acquisitions, our business, financial condition, and results of operations could be materially and adversely affected.

Failed acquisitions could also produce material and unpredictable impairment charges as we review our acquired assets.

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We also use certain open- source software in our products, which may subject us to suits by persons claiming ownership of what we believe to be open-source software.

Our use of open-source software with permissive licenses may subject us to compliance claims or operational liabilities.

By the terms of certain restrictive open-source licenses, if we combine our proprietary software with open-source software in a certain manner, we could be required to publicly release the source code of our proprietary software, which could result in a loss of our competitive advantage.

Additionally, open-source licensors generally do not provide warranties or indemnification against intellectual property infringement or for the security of the code.

Infringement claims have been and will in the future be asserted with regard to our software solutions and services.

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Our success and ability to compete depend in part upon protecting our proprietary systems and technology.

Unauthorized parties may attempt to copy or access systems or technology that we consider proprietary.

Unauthorized parties may attempt to copy or access systems or technology that we consider

We actively take steps to protect our intellectual property and proprietary rights, including entering into agreements with users of our services for that purpose and maintaining security measures.

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The loss of key associates and difficulties in hiring and retaining associates could adversely affect our business.

We depend on the contributions and abilities of our senior management and other key associates.

We depend on the contributions and abilities of our senior management and other key associates, particularly for highly specialized technical personnel with expertise in cybersecurity, artificial intelligence, machine learning, and data science.

Our Company has grown significantly in recent years and our management remains concentrated in a small number of highly qualified individuals.

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We do not have employment agreements with any of our executive officers.

We continue to face a competitive market for hiring and retaining skilled associates.

We continue to face a competitive market for hiring and retaining skilled associates, especially highly specialized technical personnel.

Competition for these professionals has led to wage inflation in the technology sector.

Difficulties in hiring and retaining skilled associates may restrict our ability to adequately support our business needs and/or result in increased personnel costs.

These challenges are further compounded by the fact that a substantial portion of our workforce operate in hybrid or fully remote arrangements, which introduces additional complexities related to employee engagement, collaboration, training, and the preservation of corporate culture.

As we navigate these dynamics, there is no assurance that we will be able to attract and retain the personnel necessary to maintain the Company’s strategic direction.

As we navigate these dynamics, there is no guarantee that we will be able to attract and retain the personnel necessary to maintain the Company’s strategic direction.

Unfavorable resolution of tax contingencies or unfavorable future tax law changes could adversely affect our tax expense.

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Changes in interest rates could increase our borrowing costs or result in decreased interest income.

Although our debt borrowing levels have historically been low, we may require additional or increased borrowings in the future under existing or new debt facilities to support operations, finance acquisitions, or fund stock repurchases.

Our current credit facilities bear interest at variable rates.

Increases in interest rates on variable-rate debt would increase our interest expense, which could negatively impact our results of operations.

Our current credit facilities bear interest at variable rates, which expose us to interest rate risk.

We may require additional or increased borrowings in the future under existing or new debt facilities to support operations, finance selective strategic transactions, or fund stock repurchases.

Increases in interest rates on our variable-rate debt would increase our interest expense, which could negatively impact our results of operations.

Conversely, if interest rates substantially decrease, we would collect less interest income on settlement accounts.

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What changed 10-K

Item 1A. Risk Factors