What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-03-03 · 227 added, 190 removed, 893 unchanged (32% of the section changed)

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We believe that our audits provide a reasonable basis for our opinions.

As described in the Report of Management on Internal Control over Financial Reporting, management has excluded Battea-Class Action Services, LLC ("Battea") from its assessment of internal control over financial reporting as of December 31, 2024, because it was acquired by the Company in a purchase business combination during 2024.

We have also excluded Battea from our audit of internal control over financial reporting.

Battea is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 1% and less than 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

As described in the Report of Management on Internal Control over Financial Reporting, management has excluded Colossus Topco Limited, the parent company of Calastone Limited and its subsidiaries (collectively “Calastone”) from its assessment of internal control over financial reporting as of December 31, 2025, because it was acquired by the Company in a purchase business combination during 2025.

We have also excluded Calastone from our audit of internal control over financial reporting.

Calastone is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting each represent less than 1% of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

Definition and Limitations of Internal Control over Financial Reporting

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A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in

accordance with authorizations of management and directors of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill Impairment Test – Health Business Reporting Unit

As described in Notes 2 and 9 to the consolidated financial statements, the Company’s consolidated goodwill balance was $9,218.1 million as of December 31, 2024, a portion of which relates to the health business reporting unit.

Management tests goodwill annually for impairment as of December 31 and in interim periods if certain events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

Management measures the fair value of the Company’s reporting units utilizing an income approach.

Significant judgment is required to determine appropriate revenue growth rates and to estimate the fair value of the Company’s reporting units.

The principal considerations for our determination that performing procedures relating to the goodwill impairment test of the health business reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting unit;

(ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumption related to the revenue growth rates;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment test, including controls over the valuation of the health business reporting unit.

These procedures also included, among others, (i) testing management’s process for developing the fair value estimate of the health business reporting unit;

(ii) evaluating the appropriateness of the income approach;

(iii) testing the completeness and accuracy of underlying data used in the income approach;

and (iv) evaluating the reasonableness of the significant assumption used by management related to the revenue growth rates.

Evaluating management’s assumption related to the revenue growth rates involved evaluating whether the assumption used by management was reasonable considering (i) the current and past performance of the reporting unit;

(ii) the consistency with external market and industry data;

and (iii) whether this assumption was consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the income approach.

Valuation of Customer Relationships Intangible Asset Acquired – Battea Acquisition

As described in Note 8 to the consolidated financial statements, on September 27, 2024, the Company purchased the outstanding shares of Battea for $645.6 million, net of cash acquired, which resulted in a $246.6 million customer relationships intangible asset being recorded.

The preliminary fair value of the customer relationships was determined using the excess earnings method, an income approach.

The significant assumption used in the determination of fair value for customer relationships was projected future revenues.

The principal considerations for our determination that performing procedures relating to the valuation of the customer relationships intangible asset acquired in the Battea acquisition is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the customer relationships intangible asset acquired;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumption related to the projected future revenues for the customer relationships intangible asset;

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Acquisition of Calastone - Valuation of the Customer Relationships Intangible Asset

As described in Note 8 to the consolidated financial statements, on October 14, 2025, the Company purchased all of the outstanding stock of Calastone for approximately $1.03 billion in cash, plus the costs of effecting the transaction.

Of the acquired intangible assets, a $435.8 million customer relationships intangible asset was recorded.

The preliminary fair value of the customer relationships intangible asset was determined by management using the excess earnings method.

Significant assumptions used by management in the determination of fair value for customer relationships were forecasted revenues, EBITDA margins, attrition rate and discount rate.

The principal considerations for our determination that performing procedures relating to the valuation of the customer relationships intangible asset acquired in the acquisition of Calastone is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the customer relationships intangible asset acquired;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to forecasted revenues, EBITDA margins, attrition rate, and discount rate;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the customer relationships intangible asset and the development of the significant assumption related to the projected future revenues.

These procedures also included, among others (i) reading the purchase agreement;

(ii) testing management’s process for developing the fair value estimate of the customer relationships intangible asset, (iii) evaluating the appropriateness of the excess earnings method;

(iv) testing the completeness and accuracy of data used in the valuation method;

and (v) evaluating the reasonableness of the significant assumption used by management related to the projected future revenues.

Evaluating the reasonableness of the projected future revenues assumption considered (i) the past performance of the acquired business and (ii) the consistency with external market and industry data.

Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the excess earnings method and the reasonableness of the projected future revenues assumption.

(ii) testing management’s process for developing the fair value estimate of the customer relationships intangible asset acquired;

(iii) evaluating the appropriateness of the excess earnings method used by management;

(iv) testing the completeness and accuracy of the underlying data used in the excess earnings method;

and (v) evaluating the reasonableness of the significant assumptions used by management related to forecasted revenues, EBITDA margins, attrition rate and discount rate.

Evaluating management’s assumptions related to forecasted revenues, EBITDA margins, and attrition rate involved considering (i) the current and past performance of the Calastone business;

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the excess earnings method and (ii) the reasonableness of the attrition rate and discount rate assumptions.

/s/ PricewaterhouseCoopers LLP

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Interest expense

Other income, net

Other (expense) income, net

Equity in earnings of unconsolidated affiliates, net

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Provision for income taxes (Note 17)

Net (income) loss attributable to noncontrolling interest

Net income attributable to noncontrolling interest

Net income attributable to SS&C common stockholders

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Diluted weighted-average number of common and common equivalent shares outstanding

Other comprehensive income (loss), net of tax:

Change in unrealized gain on interest rate swaps

Other comprehensive (loss) income, net of tax:

Defined benefit pension adjustment

Foreign currency exchange translation adjustment

Total other comprehensive (loss) income, net of tax

Total other comprehensive income (loss), net of tax

Comprehensive income

Comprehensive (income) loss attributable to noncontrolling interest

Comprehensive income attributable to noncontrolling interest

Comprehensive income attributable to SS&C common stockholders

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Stock-based compensation expense

Net gains on investments

Unrealized net losses (gains) on investments

Amortization and write-offs of loan origination costs and original issue discounts

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Cash flow from investing activities:

Cash paid for asset acquisitions and business acquisitions, net of cash acquired

Business acquisitions, net of cash acquired

Additions to property and equipment

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Payment of deferred financing fees

Net increase (decrease) in client funds obligations

Net increase in client funds obligations

Proceeds from exercise of stock options

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Dividends paid on common stock

Proceeds from noncontrolling interests

(Distributions to) proceeds from noncontrolling interests

Net cash (used in) provided by financing activities

Effect of exchange rate changes on cash, cash equivalents and restricted cash

Net increase (decrease) in cash, cash equivalents and restricted cash

Net increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of period

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Foreign exchange translation adjustment

Net change in interest rate swaps (Note 11)

Defined benefit pension adjustment (Note 11)

Stock-based compensation expense

Exercise of options, net of withholding

taxes (Note 14)

Exercise of options (Note 14)

Withholding taxes related to equity award net share settlement (Note 14)

Dividends declared - $ 0.88 per share

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Balance, at December 31, 2023

Proceeds from noncontrolling interest (Note 12)

Foreign exchange translation adjustment

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Balance, at December 31, 2024

Proceeds from noncontrolling interest (Note 12)

Distributions to noncontrolling interest (Note 12)

Foreign exchange translation adjustment

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The accompanying notes are an integral part of these Consolidated Financial Statements.

SS&C TECHNOLOGIES HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SS&C Technologies Holdings, Inc., or “Holdings,” is our top-level holding company.

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Note 1— Organization

We provide software products and software-enabled services to the financial services and healthcare industries, primarily in North America.

We also have operations in Europe, Asia, Australia, South America and Africa.

We provide software products and software-enabled services primarily to the financial services and healthcare industries.

The majority of our services are provided in North America, but we also have operations in Europe, Asia, Australia, South America and Africa.

Our portfolio of products and software-enabled services allows our financial services clients to automate and integrate front-office functions such as trading and modeling, middle-office functions such as portfolio management and reporting and back-office functions such as accounting, performance measurement, reconciliation, reporting, processing and clearing.

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All significant accounts, transactions and profits between the consolidated companies have been eliminated in consolidation.

Certain prior period amounts in Notes 13 and 19 below have been reclassified to conform to current year presentation.

We consolidate any entity in which we have a controlling financial interest.

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Software-enabled Services Revenue

We primarily offer software-enabled outsourcing services in which we utilize our own software to offer comprehensive fund administration services for alternative investment managers, including fund manager services, transfer agency services, funds-of-funds

services, tax processing and accounting.

We also use our own software applications to provide healthcare organizations a variety of medical and pharmacy benefit solutions to satisfy their information processing, quality of care, cost management concerns and payment integrity programs.

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In software-enabled services arrangements, the arrangement is a single performance obligation or a stand-ready performance obligation, which in either case is comprised of a series of distinct services that are substantially the same and have the same pattern of transfer to the customer (i.e., distinct days or months of service).

We apply a measure of progress (typically time-based) to any fixed consideration and allocate variable consideration to the distinct periods of service based on usage or summarization of account information.

We apply a measure of progress (typically time-based) to any fixed consideration and allocate variable consideration to the distinct periods of service based on usage.

These variable payments relate specifically to our efforts to perform the services in the period in which the fee applies.

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If the standalone selling price for a performance obligation is not directly observable, we estimate it maximizing the use of observable inputs.

For maintenance and support, we determine the standalone selling price based on the price at which we separately sell a

renewal contract and the economic relationship between licenses and maintenance.

For maintenance and support, we determine the standalone selling price based on the price at which we separately sell a renewal contract and the economic relationship between licenses and maintenance.

We primarily determine the standalone selling price for sales of license arrangements using the residual approach.

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Forfeitures are accounted for as they occur.

A deferred income tax asset is recorded over the vesting period as stock compensation expense is recorded for non-qualified option

A deferred income tax asset is recorded over the vesting period as stock compensation expense is recorded for non-qualified option awards.

The realizability of the deferred tax asset is ultimately based on the actual value of the stock-based award upon exercise.

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Operating lease liabilities are recognized at the commencement date at the present value of the base minimum rent payments.

As most of our leases do not

provide an implicit rate, we use our estimated secured incremental borrowing rate within each of the significant geographic regions in which we operate based on the information available at lease commencement date in determining the present value of lease payments.

As most of our leases do not provide an implicit rate, we use our estimated secured incremental borrowing rate within each of the significant geographic regions in which we operate based on the information available at lease commencement date in determining the present value of lease payments.

Our lease agreements typically do not contain variable lease payments, residual value guarantees or restrictive covenants.

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There were no other indefinite-lived intangible assets as of December 31, 2025 or 2024.

Customer relationships, completed technology and trade names are amortized over lives rangin g from six to 20 years .

Customer relationships, completed technology and trade names are amortized over lives ranging from six to 20 years .

Completed technology and customer relationships are amortized each year based on the ratio that the projected cash flo ws for the intangible assets bear to the total of current and expected future cash flows for the intangible asset.

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The resulting translation adjustments are excluded from net earnings and accumulated as a separate component of stockholders’ equity.

Foreign currency transaction gains and losses are included within other income, net in the Consolidated Statements of Comprehensive Income in the periods in which they occur.

Foreign currency transaction gains and losses are included within other (expense) income, net in the Consolidated Statements of Comprehensive Income in the periods in which they occur.

Comprehensive Income

Our comprehensive income consists of net income, foreign currency translation adjustments and a defined benefit pension plan, which are presented in the Consolidated Statements of Comprehensive Income, net of tax and reclassifications to earnings.

The accumulated balance of other comprehensive income is reported separately from retained earnings and additional paid-in capital in the

stockholders’ equity section of the Consolidated Balance Sheets.

Our comprehensive income consists of net income, foreign currency translation adjustments and defined benefit pension plans, which are presented in the Consolidated Statements of Comprehensive Income, net of tax and reclassifications to earnings.

The accumulated balance of other comprehensive income is reported separately from retained earnings and additional paid-in capital in the stockholders’ equity section of the Consolidated Balance Sheets.

Total comprehensive income consists of net income and other accumulated comprehensive income disclosed in the equity section of the Consolidated Balance Sheets.

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Recently Adopted Accounting Pronouncements

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

Improvements to Reportable Segment Disclosures.

The standard is applicable to all public entities, including public entities with a single reportable segment, and requires enhanced reportable segment disclosures.

The disclosures include significant segment expenses regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss.

The standard also requires disclosure of the title and position of the CODM as well as how the CODM uses the reported measures of a segment’s profit or loss to assess segment performance and decide how to allocate resources.

We have adopted ASU 2023-07 during the year ended December 31, 2024.

See Note 19 Segment and Geographic Information in the accompanying notes to the consolidated financial statements for further detail.

Recent Accounting Pronouncements Not Yet Effective

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740) .

The standard requires more enhanced disclosures specifically related to effective tax rate reconciliation and income taxes paid.

The new requirements will be effective for fiscal years beginning after December 15, 2024, on a prospective basis.

Early adoption and retrospective application are permitted.

We are currently evaluating the potential impact the standard will have on our income tax disclosures.

We adopted the standard in our consolidated financial statements on a prospective basis for the year ending December 31, 2025.

See Note 17 Income Taxes in the accompanying notes to the consolidated financial statements for further detail.

Recent Account ing Pronouncements Not Yet Effective

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

This standard provides all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025 and interim periods within those fiscal years, with early adoption permitted.

We do not expect the standard to have a material impact on our consolidated financial statements.

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

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We are currently evaluating the potential impact the standard will have on our disclosures.

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

Targeted Improvements to the Accounting for Internal-Use Software , to modernize the accounting guidance for internal-use software costs.

The standard removes all references to software development project stages and instead requires capitalization when (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years, with early adoption permitted.

We are currently evaluating the impact of adopting ASU 2025-06.

Note 3—Accounts Receivable, net

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Depreciation expense for the years ended December 31, 2025, 2024 and 2023 was $ 71.2 million, $ 73.5 million and $ 73.8 million, respectively.

As of December 31, 2024 and 2023 , assets held for sale were $ 5.9 million and $ 9.0 million, respectively, and are presented in prepaid assets and other current assets in our consolidated balance sheet.

Unpaid property, plant and equipment additions of $ 23.7 million and $ 3.6 million are included in accounts payable and other accrued expenses as of December 31, 2025 and 2024, respectively, in our consolidated balance sheet.

During the year ended December 31, 2025 we sold building and improvements for proceeds of $ 12.0 million resulting in a loss of $ 33.3 million recorded as other (expense) income in the Consolidated Statement of Comprehensive Income.

Note 5—Leases

Our total operating lease costs were $ 58.0 million, $ 66.6 million and $ 72.3 million during the years ended December 31, 2024, 2023 and 2022, respectively.

Cash paid for amounts included in operating lease liabilities was $ 60.7 million, $ 69.3 million and $ 74.3 million during the years ended December 31, 2024, 2023 and 2022 , respectively, and is included in operating cash flows.

Total right-of-use assets obtained in exchange for operating lease liabilities was $ 26.9 million and $ 22.6 million for the years ended December 31, 2024 and 2023, respectively.

Our weighted-average remaining lease term and weighted-average discount rates as of December 31, 2024 were 6.3 years and 5.3 %, respectively.

Our total operating lease costs wer e $ 57.5 mill ion, $ 58.0 million and $ 66.6 million during the years ended December 31, 2025, 2024 and 2023, respectively.

Cash paid for amounts included in operating lease liabilities was $ 56.9 m illion, $ 60.7 million and $ 69.3 million during the years ended December 31, 2025, 2024 and 2023, respectively, and is included in operating cash flows.

Total right-of-use assets obtained in exchange for operating lease liabilities wa s $ 82.5 millio n and $ 26.9 million for the years ended December 31, 2025 and 2024, respectively.

Our weighted-average remaining lease term and weighted-average discount rates as of December 31, 2025 we re 6.3 years and 5.6 %, re spectively.

Our weighted-average remaining lease term and weighted-average discount rates as of December 31, 2024 were 6.3 years and 5.3 %, respectively.

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Year Ended December 31,

Unrealized gains on equity securities held as of the end of the period

Realized gains (losses) for equity securities sold during the period

Total gains recognized in other income, net

Unrealized (losses) gains on equity securities held as of the end of the period

Realized gains for equity securities sold during the period

Total (losses) gains recognized in other (expense) income, net

Fair Value Measurement

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Fair value for deferred compensation liabilities that are credited with deemed gains or losses of the underlying hypothetical investments, primarily equity securities, have been classified as Level 1 in the tables below.

The fair values of cash, accounts receivable, net, short-term borrowings, and accounts payable approximate the carrying amounts due to the short-term maturities of these instruments.

The following tables present assets and liabilities measured at fair value on a recurring basis (in millions):

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(3) Included in other long-term liabilities on the Consolidated Balance Sheet.

During the years ended December 31, 2024 and 2023, we redeemed $ 3.6 million and $ 5.7 million, respectively, of our seed capital investments.

During the year ended December 31, 2024, we redeemed $ 3.6 million of our seed capital investments.

In February 2020, we entered into a Series A Convertible Share Purchase Agreement with SILAC, Inc.

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The investment is classified as a non-marketable equity security without a readily determinable fair value.

Stone, our Chairman of the Board of Directors and Chief Executive Officer, has an economic interest in SILAC and is a member of its board of directors.

Stone, our Chairman of the Board of Directors and Chief Executive Officer, has an economic interest in SILAC and is a member of its board of

Accordingly, SILAC is considered a related party.

In each of the years ended December 31, 2024, 2023 and 2022, we received a preferred stock dividend from SILAC of $ 8.0 million which is recorded in other income, net on our Consolidated Statements of Comprehensive Income.

In each of the years ended December 31, 2025, 2024 and 2023, we received a preferred stock dividend from SILAC of $ 8.0 million which is recorded in other (expense) income, net on our Consolidated Statements of Comprehensive Income.

We have partnership interests in various private equity funds that are not included in the table above.

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Orbit Private Investments L.P.

International Financial Data Services L.P.

Broadway Square Partners, LLP

International Financial Data Services L.P.

Pershing Road Development Company, LLC

Other unconsolidated affiliates

(1) Ownership percentage is as of December 31, 2025 and December 31, 2024 .

Investments in unconsolidated affiliates are accounted for under the equity method of accounting.

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Orbit Private Investments L.P.

Broadway Square Partners, LLP

International Financial Data Services L.P.

Pershing Road Development Company, LLC

Broadway Square Partners, LLP

Other unconsolidated affiliates

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International Financial Data Services L.P.

(“IFDS L.P.”) is a 50 % owned joint venture with State Street Corporation with operations in Canada, Ireland and Luxembourg.

Pershing Road Development Company, LLC (“PRDC LLC”) is a 50 % owned special-purpose entity formed to develop and lease office space to the U.S.

Broadway Square Partners, LLP (“Broadway Square Partners”) is a 50 % owned real estate joint venture formed to purchase, finance and engage in leasing activities with us and unrelated third parties.

The difference between the amount at which each of IFDS L.P., PRDC LLC and Broadway Square Partners is carried and the amount of underlying equity in net assets, will be amortized as a component of equity in earnings of unconsolidated affiliates over approximately 15 years, 28 years and 40 years, respectively.

(“IFDS L.P.”) is a 50 % owned joint venture with State Street Corporation with operations in Canada.

P ershing Road Development Company, LLC (“PRDC LLC”) is a 50 % owned special-purpose entity formed to develop and lease office space to the U.S.

Broadway Square Partners, LLP (“Broadway

Square Partners”) is a 50 % owned real estate joint venture formed to purchase, finance and engage in leasing activities with us and unrelated third parties.

The difference between the amount at which each of IFDS L.P., PRDC LLC and Broadway Square Partners is carried and the amount of underlying equity in net assets, will be amortized as a component of equity in earnings of unconsolidated affilia tes over approximately 15 years, 28 years and 40 years, respectively.

The following tables summarize related party transactions and balances outstanding with our related parties, which is primarily comprised of transactions with our unconsolidated affiliates (in millions):

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and payments to other unconsolidated real estate joint ventures for rent and other facility costs.

During the year ended December 31, 2024, we received a distribution of $ 26.9 million from our unconsolidated affiliate, Orbit Private Investments L.P.

During the year ended December 31, 2025, we invested $ 9.7 million in Orbit Private Investment L.P.

and received a distribution of net assets of $ 21.6 million from IFDS L.P.

During the year ended December 31, 2024, we received a distribution of $ 26.9 million from Orbit Private Investments L.P.

which reduced our investment in the affiliate.

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and the Kansas City Downtown Hotel Group, L.L.C.

During the year ended December 31, 2022, we received a distribution of $ 64.5 million from our unconsolidated affiliate, Pershing Road Development Company, LLC (“PRDC”), which reduced our investment in the affiliate.

Note 8—Acquisitions

2025 Acquisitions

On October 14, 2025, we purchased all of the outstanding stock of Colossus Topco Limited, the parent company of Calastone Limited and its subsidiaries (collectively “Calastone”) for approximately $ 1.03 billion in cash, plus the costs of effecting the transaction.

We financed the acquisition by entering into an Incremental Joinder to our existing amended and restated credit agreement, dated as of April 16, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

Calastone is the largest global funds network and leading provider of technology solutions to the wealth and asset management industries, and was acquired in order to expand our global fund operations offerings.

The net assets and results of operations of Calastone have been included in our Consolidated Financial Statements from October 14, 2025.

The fair value of the acquired receivables represents the contractual value net of the allowance for potentially uncollectible accounts.

The preliminary fair value of the intangible assets, consisting of customer relationships, completed technology and trade names, was determined using the income approach.

Specifically, the excess earnings method was utilized for the customer relationships intangible asset and the relief-from-royalty method was utilized for the completed technology intangible asset.

Significant assumptions used in the determination of fair value for customer relationships were forecasted revenues, EBITDA margins, attrition rate and discount rate.

Significant assumptions used in the determination of fair value for completed technology were forecasted revenues and royalty rate.

The intangible assets will be amortized each year based on the ratio that the projected cash flows for the intangible assets bear to the total of current and expected future cash flows for the intangible assets.

The customer relationships, completed technology and trade names are expected to be amortized over approximately twent y , nine and eleven years ,

respectively, in each case the estimated life of the assets.

The remainder of the purchase price was allocated to goodwill, a portion of which is not tax deductible.

The Consolidated Statements of Comprehensive Income for the year ended December 31, 2025 includes $ 28.6 million in revenues from Calastone’s operations.

2024 Acquisitions

Battea-Class Action Services, LLC

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The fair value of the acquired receivables represents the contractual value net of the allowance for potentially uncollectible accounts.

The preliminary fair value of the intangible assets, consisting of customer relationships, completed technologies and trade names, was determined using the income approach.

The fair value of the intangible assets, consisting of customer relationships, completed technology and trade names, was determined using the income approach.

Specifically, the excess earnings method was utilized for customer relationships and the relief-from-royalty method was utilized for completed technology.

The significant assumption used in the determination of fair value for customer relationships and completed technologies was projected future revenues.

The significant assumption used in the determination of fair value for customer relationships and completed technology was projected future revenues.

The customer relationships, completed technologies and trade names are expected to be amortized over approximately thirteen , ten and thirteen years , respectively, in each case the estimated life of the assets.

The customer relationships, completed technology and trade names are expected to be amortized over approximately thirteen , ten and thirteen years , respectively, in each case the estimated life of the assets.

The remainder of the purchase price was allocated to goodwill, a portion of which is tax deductible.

The Consolidated Statements of Comprehensive Income for the year ended December 31, 2024 includes $ 21.1 million in revenues from Battea’s operations.

2023 Acquisitions

Iress Managed Funds Administration Business

On October 1, 2023 , we purchased the managed funds administration business from Iress Limited (“Iress Managed Funds Administration Business”) for approximately $ 32.5 million in cash.

The Iress Managed Funds Administration Business provides software and services for trading and market data, financial advice, investment management, mortgages, superannuation, life and pensions and data intelligence.

The net assets and results of operations of the Iress Managed Funds Administration Business have been included in our Consolidated Financial Statements from October 1, 2023.

The fair value of the intangible assets, consisting of customer relationships and completed technologies, was determined using the income approach.

Specifically, the excess earnings method was utilized for

customer relationships and the relief-from-royalty method was utilized for completed technology.

Customer relationships and completed technologies are expected to be amortized over approximately twenty and nine years, respectively, in each case the estimated life of the assets.

The remainder of the purchase price was allocated to goodwill and is not tax deductible.

The Consolidated Statements of Comprehensive Income for the year ended December 31, 2023 includes $ 3.6 million in revenues from the Iress Managed Funds Administration Business’s operations.

The following summarizes the allocation of the purchase price for the 2024 acquisition of Battea and the 2023 acquisition of the Iress Managed Funds Administration Business (in millions):

Iress Managed Funds Administration Business

The Consolidated Statements of Comprehensive Income for the year ended December 31, 2024 included $ 21.1 million in revenues from Battea’s operations.

The following summarizes the allocation of the purchase price for the 2025 acquisition of Calastone, which is preliminary, and the 2024 acquisition of Battea (in millions):

Accounts receivable

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Customer relationships

Completed technologies

Completed technology

Accounts payable

Accrued employee compensation and other liabilities

Deferred revenue

Deferred income taxes

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Consideration paid, net of cash acquired

The goodwill associated with each of the transactions above is a result of expected synergies from combining the operations of businesses acquired with us and intangible assets that do not qualify for separate recognition, such as an assembled workforce.

The following unaudited pro forma condensed consolidated results of operations are provided for illustrative purposes only and assume that the acquisition of the Battea occurred on January 1, 2023 and the acquisition of Iress Managed Funds Administration Business occurred on January 1, 2022, after giving effect to certain adjustments, including amortization of intangibles, interest, transaction costs and tax effects.

Additionally, we acquired FPS Trust Company (“FPS Trust”) in February 2025 for approximately $ 6.0 million and Curo Fund Services (“Curo”) in November 2025 for approximately $ 16.0 million, less cash acquired.

The goodwill associated with each of the transactions above is a result of combining the operations of businesses acquired with us and intangible assets that do not qualify for separate recognition, such as an assembled workforce.

The following unaudited pro forma condensed consolidated r esults of operations are provided for illustrative purposes only and assume that the acquisitions of FPS Trust, Calastone and Curo occurred on January 1, 2024 and the acquisition of Battea occurred on

January 1, 2023, after giving effect to certain adjustments, including amortization of intangibles, interest, transaction costs and tax effects.

This unaudited pro forma information (in millions) should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had actually occurred on those dates, nor of the results that may be obtained in the future.

Year Ended December 31,

Total Revenues

Net income attributable to SS&C common stockholders

Note 9—Goodwill and Intangible Assets

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(1) Per the September 2024 Incremental Joinder, scheduled quarterly payments of 0.25 % are required.

We have made prepayments on our Term B-8 Loans and do not have any principal quarterly payments due until March 2030.

We have made all required scheduled payments on our Term B-8 Loans and do not have any principal payments due until maturity.

(2) The Term A-9 Loans will mature on the earlier to occur of (1) September 27, 2029 or (2) 91 days prior to the maturity of (x) the 5.5 % Senior Notes if more than $ 150.0 million aggregate principal amount remains outstanding on the 91 st day prior to such maturity or (y) the Revolving Credit Facility if more than $ 150.0 million aggregate principal amount of commitments remain outstanding on the 91 st day prior to such maturity, whichever of (x) or (y) comes first.

(3) Scheduled quarterly payment required for the first eight fiscal quarters commencing with the fiscal quarter ending December 31, 2024.

The scheduled quarterly payment will increase to 1.250 % for each quarter thereafter until the maturity date of the Term A-9 Loans.

The scheduled quarterly payment will increase to 1.250 % as of December 31, 2026 and for each quarter thereafter until the maturity date of the Term A-9 Loans.

(4) The senior secured credit facility has a revolving credit facility available for borrowing by SS&C with $ 600.0 million in available commitments (“Revolving Credit Facility”), of which $ 593.7 million was available as of December 31, 2025 .

The Revolving Credit Facility also contains a $ 75.0 million letter of credit sub-facility, of which $ 6.3 million was utilized as of December 31, 2025 .

Senior Secured Credit Facilities and Senior Notes

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On March 22, 2022, in connection with our acquisition of Blue Prism, we entered into an Incremental Joinder to the Credit Agreement with certain of our subsidiaries.

Pursuant to the Incremental Joinder, a new $ 650.0 million senior secured incremental term loan B facility (“Term B-6 Loan”) and a new $ 880.0 million senior secured incremental term loan B facility (“Term B-7 Loan” and together with the Term B-6 Loan, the “Incremental Term Loans”) was made available to us, the proceeds of which were used to finance substantially all of the consideration for the acquisition of Blue Prism.

Loan, the “Incremental Term Loans”) was made available to us, the proceeds of which were used to finance substantially all of the consideration for the acquisition of Blue Prism.

On March 28, 2019, we issued $ 2.0 billion aggregate principal amount of 5.5 % Senior Notes due 2027 (“5.5% Senior Notes”), the proceeds of which were used to repay a portion of the outstanding Term B-3 Loan under our Credit Agreement.

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The Revolving Credit Facility also contained a $ 25 million letter of credit sub-facility.

On December 28, 2022, we entered into an amendment (the “Revolving Facility Amendment”) to the Credit

Agreement with certain of our subsidiaries.

On December 28, 2022, we entered into an amendment (the “Revolving Facility Amendment”) to the Credit Agreement with certain of our subsidiaries.

Pursuant to the Revolving Facility Amendment, the Revolving Credit Facility was amended to:

(i) extend the maturity date to December 28, 2027, (ii) amend the interest rate provisions to replace LIBOR with Term SOFR as the interest rate benchmark, (iii) increase the aggregate commitments from $ 250.0 million to $ 600.0 million, (iv) increase the letter of credit sub-facility from $ 25.0 million to $ 75.0 million and (v) make certain other revisions fully set forth in the Revolving Facility Amendment.

As of December 31, 2024, there was $ 3.7 million utilized of the letter of credit sub-facility and $ 596.3 million available of the Revolving Facility Amendment.

On May 9, 2024, we entered into the Incremental Joinder & First Amendment to Credit Agreement (the “Amendment”) which amended our Credit Agreement.

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The Term A-9 Loans bear interest at, at our option, the Base Rate (as defined in the Incremental Joinder), plus 0.50% per annum, or the Term SOFR Rate (as defined in the Incremental Joinder), plus 1.50% per annum, in each case with two leverage-based adjustments that increase the interest rate margin by 0.25 % per annum if our consolidated net secured leverage ratio is greater than 3.50x and 4.25x, respectively, and one leverage-based adjustment that reduces the interest rate margin by 0.125 % per annum if our consolidated net secured leverage ratio is less than or equal to 2.50x.

On October 14, 2025, in connection with our acquisition of Calastone, we entered into an Incremental Joinder to our Credit Agreement (the “October 2025 Incremental Joinder”).

Pursuant to the October 2025 Incremental Joinder, we borrowed $ 1,050.0 million in aggregate principal amount of incremental term B-8 loans (the “Incremental Term B-8 Loans”).

The net proceeds of the Incremental B-8 Loans were used to finance the acquisition of Calastone, the payment of fees and expenses related thereto and for working capital and general corporate purposes.

The Incremental Term B-8 Loans are a fungible increase to SS&C’s existing term B-8 Loans and have the same terms, maturity date, and interest.

Our obligations under the Term B-8 Loans and Term A-9 Loans are guaranteed by our existing and future wholly-owned domestic restricted subsidiaries (subject to customary exceptions and limitations).

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Interest on the 5.5 % Senior Notes is payable on March 30 and September 30 of each year.

At any time and from time to time, we may, at our option, redeem some or all of the 5.5% Senior Notes, in whole or in part, at the redemption prices set forth in the following table, expressed as a percentage of the principal amount, plus accrued and unpaid interest to the redemption date:

Redemption Date

On or after March 30, 2024

March 30, 2025 and thereafter

At any time after March 30, 2025, we may, at our option, redeem some or all of the 5.5 % Senior Notes, in whole or in part, at 100 % of the principal amount, plus accrued and unpaid interest to the redemption date.

At any time prior to June 1, 2027, we may, at our option, redeem some or all of the 6.5 % Senior Notes, in whole or in part, at a price equal to 100% of the principal amount of the 6.5 % Senior Notes, plus a “make-whole” premium, plus accrued and unpaid interest, if any, to, the date of redemption.

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In connection with the May 2024 and September 2024 debt transactions, we capitalized an aggregate of $ 39.4 million during year ended December 31, 2024 in financing costs, which represent new third-party costs.

We made additional principal payments prior to their scheduled maturity in 2024, 2023 and 2022, which resulted in a loss on extinguishment of debt of $ 3.5 million, $ 2.1 million and $ 5.5 million, respectively, due to the write-off of a portion of the unamortized capitalized financing fees and the unamortized original issue discount.

In connection with the October 2025 Incremental B-8 Loans, we capitalized an aggregate of $ 7.6 million during the year ended December 31, 2025 in financing costs, which represent new third-party costs.

We made addit ional principal payments prior to their scheduled maturity in 2025, 2024 and 2023, which resulted in a loss on extinguishment of debt of $ 3.3 million, $ 3.5 million and $ 2.1 million, respectively, due to the write-off of a portion of the unamortized capitalized financing fees and the unamortized original issue discount.

Fair Value of Debt

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In 2025 , we paid a quarterly cash dividend of $ 0.25 per share of common stock in March and June and $ 0.27 per share of common stock in September and December, totaling $ 253.8 million.

In 2023 , we paid a quarterly cash dividend of $ 0.20 per share of common stock in March and June and $ 0.24 per share of common stock in September and December, totaling $ 220.9 million.

In 2022 , we paid a quarterly cash dividend of $ 0.20 per share of common stock in March, June, September and December, totaling $ 203.1 million .

In 2024 , we paid a quarterly cash dividend of $ 0.24 per share of common stock in March and June and $ 0.25 per share of common stock in September and December, totaling $ 244.9 million In 2023 , we paid a quarterly cash dividend of $ 0.20 per share of common stock in March and June and $ 0.24 per share of common stock in September and December, totaling $ 220.9 million.

Stock Repurchase Program

In each of July 2022, July 2023 and July 2024 our Board of Directors authorized a stock repurchase program which enabled us to repurchase up to $ 1 billion in the aggregate of our outstanding common stock.

In each of July 2023 and July 2024 our Board of Directors authorized a stock repurchase program which enabled us to repurchase up to $ 1 billion in the aggregate of our outstanding common stock.

In May 2025, our Board of Directors authorized a stock repurchase program which enabled us to repurchase up to $ 1.5 billion in the aggregate of our outstanding common stock.

Our authority to repurchase shares under the program continues until the one-year anniversary of the Board’s authorization, unless earlier terminated by the Board.

During 2024, 2023 and 2022 , we repurchased 10.6 million, 8.4 million and 7.8 million shares of common stock for approximately $ 736.0 million, $ 474.1 million and $ 476.1 million, respectively.

During 2025, 2024 and 2023, we repu rchased 12.3 mil lion, 10.6 million and 8.4 million shares of common stock for approximately $ 1,037.5 million, $ 736.0 million and $ 474.1 million, respectively.

Other Comprehensive Loss

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Balance, December 31, 2023

Net current period other comprehensive income (loss)

Balance, December 31, 2023

Net current period other comprehensive (loss) income (1)

Balance, December 31, 2024

Adjustments to accumulated other comprehensive loss attributable to us are as follows (in millions):

Year Ended December 31, 2024

Year Ended December 31, 2023

Year Ended December 31, 2022

Interest Rate Swap

Unrealized gains (losses) on interest rate swaps

Reclassification of gains into net earnings on interest rate swaps

Net change in cash flow hedges

Defined Benefit Pension

Unrealized net gains (losses) on defined benefit pension plan

Foreign Currency Translation

Current period translation adjustments

Total other comprehensive (loss) income

Net current period other comprehensive income (loss) (1)

Balance, December 31, 2025

(1) Amounts are reported net of tax.

Tax effects were immaterial.

Note 12—Variable Interest Entity

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Our cash capital contribution during the year ended December 31, 2024 was $ 60.2 million.

The carrying value of the assets and liabilities associated with DomaniRx included in the Consolidated Balance Sheets as of December 31, 2024 and 2023, which are limited for use in its operations and do not have recourse against our general credit or our senior secured credit facilities, are as follows:

During the year ended December 31, 2025, the Board of DomaniRx authorized a distribution of funds in accordance with each member’s ownership interest in DomaniRx in the amount of $ 109.9 million.

Of the total distribution, $ 21.8 million was distributed to the noncontrolling interests and we retained $ 88.1 million.

The carrying value of the assets and liabilities associated with DomaniRx included in the Consolidated Balance Sheets as of December 31, 2025 and 2024, which are limited for use in its operations and do not have recourse against our general credit or our senior secured credit facilities (in millions), are as follows:

Cash and cash equivalents

Prepaid expenses and other current assets

Intangible assets

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Deferred revenues are recognized as (or when) we perform under the contract.

Long-term deferred revenue of $ 42.1 million and $ 42.4 million, was included in other long-term liabilities as of December 31, 2025 and 2024, respectively, in our consolidated balance sheet.

Deferred revenues are recorded on a net basis with contract assets at the contract level.

Accordingly, as of December 31, 2024 and 2023 , approximately $ 72.3 mil lion and $ 72.0 million, respectively, of deferred revenue is presented net within contract assets arising from t he same contracts.

The amount of revenues recognized in the period that was included in the opening deferred revenues balance was $ 379.8 million, $ 393.8 million and $ 262.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, revenue of approximately $ 997.3 m illion is expected to be recognized from remaining performance obligations for license, maintenance and related revenues, of which $ 492.1 m illion is e xpected to be recognized over the next twelve months and the remainder is expected to be recognized over a weighted average period of approximately two years .

Accordingly, as of December 31, 2025 and 2024, approximatel y $ 71.7 m il lion and $ 72.3 million, respectively, of deferred revenue is presented net within contract assets arising from t he same contracts.

The amount of revenues recognized in the period that was included in the opening deferred revenues balance wa s $ 481.7 m illion for the year ended December 31, 2025.

As of December 31, 2025, revenue of approximat ely $ 1,051.5 million is expected to be recognized from remaining performance obligations for license, maintenance and related revenues, of which $ 547.9 million is expected to be recognized over the next twelve months and the remainder is expected to be recognized over a weighted average period of approximately two years .

Revenue Disaggregation

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Year Ended December 31,

United States

United Kingdom

Europe (excluding United Kingdom), Middle East and Africa

Asia-Pacific and Japan

Americas, excluding United States and Canada

Europe, Middle East and Africa

Revenue recognized from customers in the United States was $ 4,208.1 million, $ 4,067.6 million and $ 3,804.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The following table disaggregates our revenues by source (in millions):

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Note 14—Stock-based Compensation

In March 2025, our Board of Directors adopted the Second Amended and Restated 2023 Stock Incentive Plan (the “Second A&R 2023 Plan”), which became effective in May 2025 upon stockholder approval.

The Second A&R 2023 Plan was adopted to increase the shares available for equity by an additional 6.0 million shares.

In April 2024, our Board of Directors adopted the Amended and Restated 2023 Stock Incentive Plan (the “Amended 2023 Plan”), which became effective in May 2024 upon stockholder approval.

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During the years ended December 31, 2025, 2024 and 2023 , we granted RSUs which generally vest 1/3rd on the first anniversary of the grant and 1/4th of the remaining balance each six months thereafter for two years .

We determine the fair value of RSUs with a service condition using the value of our common stock on the date of the grant.

We determine the fair value of RSUs with a service condi tion using the value of our common stock on the date of the grant.

At December 31, 2025 and 2024 , there was approximately $ 246.1 million and $ 196.2 million, respectively, of unearned non -cash stock-based compensation related to RSUs that we expect to recognize as expense over a remaining period of approximately 1.8 and 1.9 years, respectively.

Performance-based Stock Units

In July 2021 and March 2022, we granted performance-based stock units at a grant date fair value of $ 75.03 per share and $ 71.89 per share, respectively, based on the value of our common stock on the date of the grant.

During the year ended December 31, 2023, the Compensation Committee determined that the PSUs granted in July 2021 did not meet the threshold level of performance and were cancelled.

In March 2022, we granted performance-based stock units at a grant date fair value of $ 71.89 per share based on the value of our common stock on the date of the grant.

During the year ended December 31, 2024, the Compensation Committee determined that the PSUs granted in March 2022 did not meet the threshold level of performance and were cancelled.

During the year ended December 31, 2022, we recorded a true-up to reverse previously recorded stock-based compensation expense relating to the PSUs.

In 2025, 2024 and 2023, we granted performance-based stock units with a market condition at a grant date fair value of $ 97.28 , $ 67.87 and $ 63.50 , respectively, estimated using a Monte Carlo simulation model as of the date of the grant using an average of implied and historical volatility.

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however, no upward modifier will be applied if the Company’s absolute TSR is negative for the 3-year performance period.

As of December 31, 2024 and 2023 , there was approximately $ 21.3 million and $ 16.2 million, respectively, of unearned non-cash stock-based compensation related to the 2024 and 2023 PSUs that we expect to recognize over a remaining period of approximately 1.8 years and 2.2 years, respectively.

During the year ended December 31, 2025, we recorded an additional $ 26.0 million of stock-based compensation expense relating to the 2023 and 2024 PSUs that are estimated to vest at the maximum payout.

As of December 31, 2025 and 2024 , there was approximately $ 32.8 million and $ 21.3 million, respectively, of unearned non-cash stock- based compensation related to the 2025, 2024 and 2023 PSUs that we expect to recognize over a remaining period of approximately 1.5 years an d 1.8 years, respectively.

For the PSUs with a market condition valued using the Monte Carlo simulation model, we used the following weighted-average assumptions:

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Expected dividend yield

Time-based Stock Options and SARs

Time-based stock options and SARs generally vest 25 % on the first anniversary of the grant date and 1/36 th of the remaining balance each month thereafter for 36 months.

Time-based Stock Options

Time-based stock options generally vest 25 % on the first anniversary of the grant date and 1/36 th of the remaining balance each month thereafter for 36 months.

Time-based stock options granted during 2025, 2024 and 2023 have a weighted-average grant date fair value of $ 20.02 , $ 17.11 and $ 17.54 per share, respectively, based on the Black-Scholes option pricing model.

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The actual number of options to be issued ranges from zero , if the threshold level of perf ormance is not achieved, to 200 % of the targeted number of options, if the annual growth rate meets or exceeds a specified level.

During the year ended December 31, 2024, 79.2 % of the March 2021 PSOs vested.

During the year ended December 31 2023, no PSOs vested.

At December 31, 2024 and 2023, there was approximatel y $ 3.8 milli on and $ 23.3 mi llion, respectively of unearned non-cash stock-based compensation related to PSOs that we expect to recognize as expense over a remaining period of approximately 0.2 years and 1.2 years, respectively.

During the year ended December 31, 20 25, 81.8 % of the December 2021 PSOs vested.

Du ring the year ended December 31, 2024, 79.2 % of the March 2021 PSOs vested.

At December 31, 2025, there was no unearned non-cash stock-based compensation expense related to PSOs.

At December 31, 2024, there was $ 3.8 milli on of unearned non-cash stock-based compensation related to PSOs that we expect to recognize as expense over a remaining period of approximately 0.2 years .

For t he stock-options valued using the Black-Scholes option-pricing model, we used the following weighted-average assumptions:

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The associated future income tax benefit recognized was $ 41.7 million, $ 37.0 million and $ 30.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

For the year ended December 31, 2024 , the amount of cash received from the exercise of stock options was $ 355.1 million, with an associated tax benefit from stock awards realized of $ 58.5 million.

For the year ended December 31, 2025, the amount of cash received from the exercise of stock options was $ 425.5 milli on, with an associated tax benefit from stock awards rea lized of $ 92.5 mill ion.

The intrinsic value of stock options and SARs exercised during the year ended December 31, 2025 was approximately $ 234.3 million.

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Outstanding at December 31, 2025

The following table summarizes information about vested stock options and SARs outstanding that are currently exercisable and stock options and SARs outstanding that are exercisable and expected to vest at December 31, 2024:

Outstanding, Vested Stock Options and SARs Currently Exercisable

Outstanding Stock Options and SARs Exercisable and Expected to Vest

The following table summarizes information about vested stock options outstanding that are currently exercisable and stock options outstanding that are exercisable and expected to vest at December 31, 2025:

Outstanding, Vested Stock Options Currently Exercisable

Outstanding Stock Options Exercisable and Expected to Vest

(In millions)

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We sponsor defined contribution plans that cover our domestic and international employees.

During the years ended December 31, 2024, 2023 and 2022, we incurred $ 122.9 mill ion, $ 117.5 million and $ 111.7 million, respectively, of employer contribution expenses under these plans.

Additionally, we sponsor a defined benefit pension plan, which has total asset s of $ 14.8 milli on and a net asset of $ 2.3 million as of December 31, 2024 .

During the years ended December 31, 2025, 2024 and 2023, we inc urred $ 116.4 mil l ion, $ 122.9 million and $ 117.5 million, respectively, of employer contribution expenses under these plans.

Additionally, we sponsor a d efined benefit pension plan in the UK, which has total assets of $ 16.1 million and a net asset of $ 2.8 million as of December 31, 2025 .

The defined benefit pension plan we sponsor had total assets of $ 14.8 million and a net asset of $ 2.3 million as of December 31, 2024 .

We also sponsor unfunded defined benefit pension plans in India which have a total liability of $ 22.6 million as of December 31, 2025 .

Note 16—Basic and Diluted Earnings per Share

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Common equivalent shares consist of stock options, SARs, RSUs and PSUs using the treasury stock method.

Common equivalent shares are excluded from the computation of diluted earnings per share if the effect of

including such common equivalent shares would be anti-dilutive because their total assumed proceeds exceed the average fair value of common stock for the period.

Common equivalent shares are excluded from the computation of diluted earnings per share if the effect of including such common equivalent shares would be anti-dilutive because their total assumed proceeds exceed the average fair value of common stock for the period.

We have two classes of common stock, each with identical participation rights to earnings and liquidation preferences, and therefore the calculation of EPS as described above is identical to the calculation under the two-class method.

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Year Ended December 31,

The reconciliation between the expected tax expense and the actual tax provision is computed by applying the U.S.

federal corporate income tax rate of 21 % to income before income taxes as follows (in millions):

Total current income tax provision

Total deferred income tax (benefit) provision

Total income tax provision

Beginning in 2025 annual reporting, as described in Note 2, we adopted ASU 2023‑09, Improvements to Income Tax Disclosures , prospectively.

A reconciliation of the U.S.

federal statutory income tax rate to our effective tax rate pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 is as follows (in millions, except percentages) :

Year Ended December 31,

federal statutory tax rate

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

Foreign tax effects

Interest expense

Other foreign jurisdictions

Effect of cross-border tax laws

Global Intangible Low-Taxed Income and Subpart F

Research and development tax credits

Foreign tax credits

Nontaxable or nondeductible items

Stock based compensation

Officers compensation

Changes in unrecognized tax benefits

Other adjustments

Effective tax rate

(1) State and local taxes in New York, New York City, Illinois, and California for 2025 made up the majority (greater than 50 percent) of the tax effect in this category.

The reconciliation between the expected tax expense and the actual tax provision computed by applying the U.S.

federal corporate income tax rate of 21% to income before income taxes for the years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU 2023-09 is as follows (in millions):

Year Ended December 31,

Computed “expected” tax expense

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Uncertain tax positions

Change in rate

Provision for income taxes

The components of deferred income taxes at December 31, 2024 and 2023 are as follows (in millions):

On July 4, 2025, the One Big Beautiful Bill Act (“OB3”) was enacted in the United States.

The OB3 includes a broad range of tax reform provisions for businesses, including extensions of key provisions of the 2017 Tax Cuts and Jobs Act, modifications to the international tax framework, and restoration of favorable tax treatment for certain business provisions.

Certain provisions of the legislation became effective in 2025 while others are effective in 2026.

The most significant tax provisions impacting our consolidated financial statements include the accelerated expensing of research and development costs incurred in the United States for tax years beginning after December 31, 2024, and 100% bonus depreciation for qualified property acquired and placed in service after January 19, 2025.

The legislation did not have a material impact on our provision for income taxes in 2025.

We will continue to evaluate the future impact of OB3 on our 2026 and subsequent consolidated financial statements.

Beginning in 2025 annual reporting, as described in Note 2, we adopted ASU 2023‑09, Improvements to Income Tax Disclosures , prospectively.

Cash paid for income taxes, net of refunds, for the year ended December 31, 2025 is as follows (in millions):

Year Ended December 31,

state and local

United Kingdom

Other foreign jurisdictions

Total foreign

Total income taxes paid

The components of deferred tax (liabilities) assets at December 31, 2025 and 2024 are as follows (in millions):

Year Ended December 31,

Deferred tax liabilities:

Depreciable and amortizable property

Total deferred tax liabilities

Deferred tax assets:

Net operating loss carryforwards

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Accrued expenses

Depreciable and amortizable property

Total deferred tax assets

Valuation allowance

Deferred tax assets, net of valuation allowance

Net deferred tax liabilities

At December 31, 2025 and 2024 , we had accrued a deferred income tax liability for foreign withholding taxes of $ 10.3 million and $ 9.6 million, respectively, on the unremitted earnings of our major Canadian subsidiary and certain unconsolidated foreign affiliates we do not control and whose earnings cannot be considered permanently reinvested.

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At December 31, 2025, we have tax credit carryforwards of $ 36.0 million relating to domestic and foreign jurisdictions, of which $ 15.3 million relate to domestic tax credits that are expected to be utilized before they begin to expire in 2026 , $ 16.8 million relate to domestic tax credits that are not expected to be utilized before they begin to expire in 2026 , $ 3.2 million relate to foreign jurisdictions that are expected to be utilized before they begin to expire in 2027 and $ 0.7 million relate to foreign jurisdictions that are not expected to be utilized before they begin to expire in 2027 .

The domestic credits consist primarily of federal and state research and development credits and foreign tax credits, while the foreign credits consist primarily of minimum alternative tax credit carryforwards related to our India operations.

The domestic credits consist primarily of federal and state research and development credits and foreign tax credits, while the foreign credits consist primarily of research and development credits and foreign tax credits in various jurisdictions and minimum alternative tax credit carryforwards related to our India operations.

A valuation allowance is recorded against deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

We have recorded valuation allowances of $ 47.6 million and $ 38.4 million at December 31, 2025 and 2024 , respectively, related primarily to certain foreign and state net operating loss carryforwards and tax credit carryforwards.

The valuation allowance at December 31, 2023 also related to disallowed interest expense carryforwards.

Of the $ 47.6 million valuation allowance recorded at December 31, 2025, $ 8.6 million relates to foreign attribute carryforwards that do not expire.

The change in the valuation allowance from 2023 to 2024 is primarily due to the write-off of a valuation allowance on fully reserved interest carryforwards, partially offset by an increase in valuation allowance on tax credit carryforwards.

The change in the valuation allowance from 2024 to 2025 is primarily due to an increase in valuation allowance on net operating loss and tax credit carryforwards.

The following table summarizes the activity related to our unrecognized tax benefits for the years ended December 31, 2025 and 2024 (in millions):

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Increases related to prior tax positions

Decreases related to prior tax positions

Lapse in statute of limitation

Foreign exchange translation adjustment

Balance at December 31, 2024

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Balance at December 31, 2025

We recorded a net benefit of $ 12.9 million and accrued $ 3.0 million for potential penalties and interest on the unrecognized tax benefits during 2024 and 2023 , respectively, and have recorded a total liability for potential penalties and interest, including penalties and interest related to unrecognized tax benefits, of $ 16.1 million and $ 32.1 million at December 31, 2024 and 2023, respectively.

We recorded net benefits of $ 6.9 million and $ 12.9 million for potential penalties and interest on the unrecognized tax benefits during 2025 and 2024 , respectively, and have recorded a total liability for potential penalties and interest, including penalties and interest related to unrecognized tax benefits, of $ 7.2 million and $ 16.1 million at December 31, 2025 and 2024, respectively.

Our unrecognized tax benefits decreased from 2024 to 2025 due to a lapse in the statute of limitations for certain domestic tax filings and a decrease in prior year tax positions, offset partially by an increase in current year tax positions.

Our unrecognized tax benefits decreased from 2023 to 2024 due to a lapse in the statute of limitations for certain domestic and foreign tax filings, offset partially by an increase in current and prior year tax positions.

Our unrecognized tax benefits increased from 2022 to 2023 due to increases in current and prior year tax positions, offset partially by a decrease due to a lapse in the statute of limitations for certain domestic and foreign tax filings.

Our unrecognized tax benefits as of December 31, 2025 relate to domestic and foreign taxing jurisdictions and are recorded in other long-term liabilities on our Consolidated Balance Sheet at December 31, 2025.

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For these significant and other segment expenses incurred during the years ended December 31, 2025, 2024 and 2023, refer to our Statements of Comprehensive Income.

Our geographic regions consist of the (a) United States, (b) Europe, Middle East and Africa, (c) Asia Pacific and Japan, (d) Canada and (e) the Americas, excluding the United States and Canada.

Long-lived assets as of December 31, were (in millions):

United States

Our geographic regions consist of the (a) Americas, (b) Europe, Middle East and Africa and (c) Asia Pacific.

Long-lived assets, primarily consisting of property, plant and equipment, net, were as follows as of December 31 (in millions):

Europe, Middle East and Africa

Asia-Pacific and Japan

Americas, excluding United States and Canada

Long-lived assets in the United States totaled $ 185.5 million, $ 214.9 million and $ 236.4 million for the years ended December 31, 2025, 2024 and 2023 , respectively.

Note 20—Subsequent Events

Dividend Declared

On F ebruary 14, 2025 , our Board of Directors declared a quarterly cash dividend of $ 0.25 per share of common stock payable on March 17, 2025 to stockho lders of record as of the close of business on March 3, 2025 .

On February 19, 2026 , our Board of Directors declared a quarterly cash dividend of $ 0.27 per share of common stock payable on March 16, 2026 to stockholders of record as of the close of business on March 2, 2026 .

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data