What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-25 compared with 2025-02-21 · 469 added, 436 removed, 1128 unchanged (45% of the section changed)

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Report of Management 47

Report of Independent Registered Public Accounting Firm 43

Reports of Independent Registered Public Accounting Firm

Consolidated Statements of Income (Loss) 51

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The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by Grant Thornton LLP, our independent registered public accounting firm, as stated in their report, which is included herein.

Altabef /s/ Debra McCann

Altabef Debra McCann

Chair and Chief Executive Officer Executive Vice President and Chief Financial Officer

/s/ Michael M.

/s/ Debra McCann

Chief Executive Officer and President

Executive Vice President and Chief Financial Officer

(Principal Executive Officer)

(Principal Financial Officer)

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Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Unisys Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income (loss), comprehensive income (loss), equity (deficit), and cash flows for each of the two years in the period ended December 31, 2024, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of Unisys Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of income (loss), comprehensive income (loss), equity (deficit), and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 25, 2026, expressed an unqualified opinion.

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Management evaluates goodwill for impairment annually on October 1st of each year or whenever events or changes in circumstances indicate potential impairment has occurred.

We identified the Company’s determination of the fair value of the DWS reporting unit as a critical audit matter.

The principal considerations for our determination that the estimation of the fair value of the DWS reporting unit is a critical audit matter are that there are significant judgments required by management when determining the fair value of the reporting unit using the income approach.

We identified the Company’s estimation of the fair value of the DWS reporting unit as a critical audit matter.

The principal considerations for our determination that the estimation of the fair value of the DWS reporting unit is a critical audit matter are that there are significant judgments required by management when estimating the fair value of the reporting unit using the income approach.

In particular, the fair value estimate was sensitive to assumptions used to estimate future revenues and cash flows, including revenue growth rates, gross margin, and the discount rate, applied by the Company.

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• We tested the effectiveness of controls relating to management’s review of the assumptions used to develop the future cash flows, the discount rate used, and valuation methodologies applied.

• Evaluated the reasonableness of management’s forecasted financial results by:

• We evaluated the reasonableness of management’s forecasted financial results by:

◦ Assessing the reasonableness of management’s long term growth rates by comparing the rates to industry projections and conditions found in industry reports and

◦ Testing forecasted revenues and expected future cash flows by comparing forecasted amounts to actual historical results to identify significant changes, and corroborating the basis for such changes, as applicable.

• Utilized an internal valuation specialist to evaluate:

• We utilized an internal valuation specialist to evaluate:

◦ The methodologies used and whether they were acceptable for the underlying assets or operations and whether such methodologies were being applied correctly, and

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2024, and our report dated February 21, 2025 expressed an unqualified opinion on those financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025, and our report dated February 25, 2026, expressed an unqualified opinion.

Basis for opinion

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February 25, 2026

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Unisys Corporation

Opinion on the Financial Statements

We have audited the consolidated statements of income (loss), of comprehensive income, of equity (deficit) and of cash flows of Unisys Corporation and its subsidiaries (the “Company”) for the year ended December 31, 2022, including the related notes and schedule of valuation and qualifying accounts for the year ended December 31, 2022 appearing after the signatures page (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the year ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

March 1, 2023, except for the change in the manner in which the Company accounts for segments discussed in Note 2 to the consolidated financial statements, as to which the date is February 21, 2025.

We served as the Company’s auditor from 2020 to 2022.

UNISYS CORPORATION

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Year ended December 31, 2025 2024 2023

Services $ 1,665.3 $ 1,665.9 $ 1,597.3

Technology 343.1 349.5 382.6

2,008.4 2,015.4 1,979.9

Revenue 1,950.1 2,008.4 2,015.4

Costs and expenses

Cost of revenue 1,400.8 1,422.5 1,464.1

Services 1,247.3 1,282.4 1,285.9

Technology 175.2 181.7 164.4

1,422.5 1,464.1 1,450.3

Selling, general and administrative 391.2 424.2 450.3

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Consolidated net loss ( 340.0 ) ( 193.2 ) ( 427.1 )

Net income attributable to noncontrolling interests 0.2 3.6 1.1

Net (loss) income attributable to noncontrolling interests ( 0.2 ) 0.2 3.6

Net loss attributable to Unisys Corporation $ ( 339.8 ) $ ( 193.4 ) $ ( 430.7 )

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Total other comprehensive income 329.7 43.6 249.0

Comprehensive (loss) income ( 149.6 ) ( 178.1 ) 69.3

Comprehensive loss ( 10.3 ) ( 149.6 ) ( 178.1 )

Comprehensive income (loss) attributable to noncontrolling interests 0.2 0.7 ( 23.1 )

Comprehensive (loss) income attributable to Unisys Corporation $ ( 150.3 ) $ ( 155.0 ) $ 82.1

Comprehensive loss attributable to Unisys Corporation $ ( 10.5 ) $ ( 150.3 ) $ ( 155.0 )

See notes to consolidated financial statements.

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Total current assets 1,004.0 979.3

Properties 396.2 396.4

Less – Accumulated depreciation and amortization 339.1 332.1

Properties, net 53.1 57.1

Outsourcing assets, net 24.0 31.6

Capitalized contract costs, net 73.6 31.2

Marketable software, net 166.1 165.0

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Consolidated net loss $ ( 340.0 ) $ ( 193.2 ) $ ( 427.1 )

Adjustments to reconcile consolidated net loss to net cash provided by operating activities:

Adjustments to reconcile consolidated net loss to net cash (used for) provided by operating activities:

Foreign currency losses 5.8 14.5 0.2

Non-cash interest expense 1.2 1.2 1.3

Loss on debt extinguishment 7.0 — —

Employee stock compensation 15.1 21.2 17.2

Depreciation and amortization of properties 23.5 24.3 29.1

Depreciation and amortization of outsourcing assets 22.6 50.3 64.5

Depreciation and amortization of capitalized contract costs 17.1 22.6 50.3

Amortization of marketable software 50.3 52.3 49.7

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Other non-cash operating activities 4.6 0.2 7.0

Loss on disposal of capital assets 0.2 6.0 6.6

Gain on sale of properties ( 4.3 ) — —

Pension and postretirement contributions ( 345.3 ) ( 27.1 ) ( 48.0 )

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Deferred income taxes, net 7.7 35.6 24.5

Changes in operating assets and liabilities, excluding the effect of acquisitions:

Changes in operating assets and liabilities:

Receivables, net and contract assets 79.8 ( 24.5 ) 4.2

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Other liabilities 20.7 24.6 15.3

Net cash provided by operating activities 135.1 74.2 12.7

Net cash (used for) provided by operating activities ( 140.0 ) 135.1 74.2

Cash flows from investing activities

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Investment in marketable software ( 47.6 ) ( 47.5 ) ( 46.0 )

Capital additions of properties ( 16.0 ) ( 21.3 ) ( 31.0 )

Capital additions of outsourcing assets ( 16.3 ) ( 11.4 ) ( 8.6 )

Purchases of businesses, net of cash acquired — ( 1.2 ) ( 0.3 )

Capital additions of properties and other assets ( 30.0 ) ( 32.3 ) ( 32.7 )

Net proceeds from sale of properties 8.9 — —

Other ( 0.1 ) ( 0.3 ) ( 2.1 )

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Cash flows from financing activities

Proceeds from issuance of long-term debt 700.0 — —

Payments of long-term debt ( 492.1 ) ( 15.4 ) ( 16.9 )

Financing fees ( 0.5 ) — —

Issuance costs relating to long-term debt ( 14.1 ) — —

Cash paid for debt extinguishment ( 4.2 ) — —

Other ( 3.6 ) ( 2.7 ) ( 0.4 )

Net cash used for financing activities ( 18.1 ) ( 17.3 ) ( 21.6 )

Net cash provided by (used for) financing activities 186.0 ( 18.1 ) ( 17.3 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 16.9 ( 25.7 ) 6.7

Decrease in cash, cash equivalents and restricted cash ( 6.1 ) ( 6.0 ) ( 157.9 )

Increase (decrease) in cash, cash equivalents and restricted cash 31.1 ( 6.1 ) ( 6.0 )

Cash, cash equivalents and restricted cash, beginning of year 390.6 396.7 402.7

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Balance at December 31, 2024 $ ( 269.3 ) $ ( 283.4 ) $ 0.8 $ ( 2,139.1 ) $ ( 158.5 ) $ 4,770.6 $ ( 2,757.2 ) $ 14.1

Consolidated net (loss) income ( 193.2 ) ( 193.4 ) ( 193.4 ) 0.2

Consolidated net loss ( 340.0 ) ( 339.8 ) ( 339.8 ) ( 0.2 )

Stock-based activity 11.3 11.3 ( 3.3 ) 14.6

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(Dollars in millions, except share and per share amounts)

Note 1 — Summary of significant accounting policies

Note 1 — Description of business and significant accounting policies

Description of business Unisys Corporation, a Delaware corporation (Unisys, we, our, or the company), is a global information technology solutions company.

The company delivers strategic guidance and essential capabilities to its worldwide clients, enabling them to architect, develop, modernize, implement and integrate the technologies that support their organizations.

With a long history, Unisys solutions and services are provided through global capabilities, which allows us to execute large-scale, rapid technology migration, and modernization projects to create breakthroughs and outcomes that matter for the company’s clients.

Principles of consolidation The consolidated financial statements include the accounts of all majority-owned subsidiaries.

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These estimates and assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and the reported amounts of revenue and expenses.

Such estimates include the valuation of estimated credit losses, contract assets, operating lease right-of-use assets, outsourcing assets, marketable software, goodwill, purchased intangibles and other long-lived assets, legal and environmental contingencies, assumptions used in the calculation for systems integration projects, income taxes, and retirement and other post-employment benefits, among others.

Such estimates include the valuation of estimated credit losses, contract assets, operating lease right-of-use assets, capitalized contract costs assets, marketable software, goodwill, purchased intangibles and other long-lived assets, legal and environmental contingencies, assumptions used in the calculation for systems integration projects, income taxes, and retirement and other post-employment benefits, among others.

These estimates and assumptions are based on management’s best estimates and judgment.

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As future events and their effects cannot be determined with precision, actual results could differ materially from these estimates.

Changes in those estimates resulting from continuing changes in the economic environment such as rising interest rates, inflation, fluctuation in foreign exchange rates and conflicts and other events of geopolitical significance, will be reflected in the financial statements in future periods.

Any changes in those estimates resulting from changes in the economic environment such as inflation, tariffs, trade policy, fluctuation in interest rates and foreign exchange rates and conflicts, wars and other events of geopolitical significance, will be reflected in the financial statements in future periods.

Cash and Cash equivalents Cash and cash equivalents consist of cash on hand, short-term investments purchased with an original maturity of three months or less and certificates of deposit which may be withdrawn at any time at the discretion of the company without penalty.

Cash and cash equivalents subject to contractual restrictions and not readily available are classified as restricted cash.

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the total of the amounts shown in the consolidated statements of cash flows.

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the company’s consolidated balance sheets to the total of the amounts shown in the consolidated statements of cash flows.

As of December 31, 2025 2024

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and internal-use software, 3 – 10 .

Outsourcing assets Costs of outsourcing contracts are generally expensed as incurred.

However, certain costs incurred upon initiation of an outsourcing contract (principally initial customer setup) are deferred and expensed over the initial contract life.

Fixed assets and software used in connection with outsourcing contracts are capitalized and depreciated over the shorter of the initial contract life or in accordance with the fixed asset policy described above.

Capitalized contract costs Capitalized contract costs include deferred commissions, costs to fulfill a contract and other capitalized assets.

Deferred commissions, net represent incremental direct costs of obtaining a contract, which are deferred and amortized ratably over the initial contract life.

These costs are reported in selling and administrative expense in the company’s consolidated statements of income (loss).

Client contract costs are generally expensed as incurred.

However, certain costs incurred upon initiation of a client contract (costs to fulfill a contract), principally initial client setup, are capitalized and expensed over the initial contract life.

are amortized over the initial contract life and reported in cost of revenue in the company’s consolidated statements of income (loss).

The remaining balance of capitalized contract costs, net is comprised of fixed assets and software used in connection with certain client contracts.

These costs are capitalized and depreciated over the shorter of the initial contract life or in accordance with the company’s fixed asset policy described above.

The gross amount of these assets totaled $ 357.4 million and $ 365.9 million as of December 31, 2025 and 2024, respectively, and related accumulated amortization totaled $ 309.2 million and $ 354.8 million as of December 31, 2025 and 2024, respectively.

Recoverability of these costs is subject to various business risks.

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Actual future cash flows could differ from these estimates.

The gross amount of outsourcing assets totaled $ 553.0 million and $ 563.4 million as of December 31, 2024 and 2023, respectively, and related accumulated amortization totaled $ 529.0 million and $ 531.8 million as of December 31, 2024 and 2023, respectively.

Marketable software The cost of development of computer software to be sold or leased, incurred subsequent to establishment of technological feasibility, is capitalized and amortized to cost of sales over the estimated revenue-producing lives of the

For the company’s proprietary enterprise software products, the amortization period is five years following product release, and for the remaining products, the amortization period is three years following product release.

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Internal-use software The company capitalizes certain internal and external costs incurred to acquire or create internal-use software, principally related to software coding, designing system interfaces, and installation and testing of the software.

These costs are amortized in accordance with the fixed asset policy described above.

These costs are amortized in accordance with the company’s fixed asset policy described above.

Cloud Computing Arrangements For cloud computing arrangements that meet the definition of a service contract, the company capitalizes implementation costs incurred during the application development stage and until the software is ready for its intended use and then amortizes the costs on a straight-line basis over the related cloud computing arrangement.

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Impaired goodwill is written down to its fair value through a charge to the consolidated statement of income (loss) in the period the impairment is identified.

During the third quarter of 2024, the company reviewed its estimated long-term expected future cash flows for its Digital Workplace Solutions (DWS) reporting unit as operating results were below estimated forecast due to the impact of the slower pace of client signings driven by the current economic environment and industry dynamics.

Based on this, the company concluded that a triggering event existed and conducted a quantitative goodwill assessment for the DWS reporting unit as of September 30, 2024.

In January 2025, the company changed its organizational structure to better align its portfolio of solutions to more effectively address evolving client needs and take further advantage of the synergies across the company’s reportable segments.

See Note 18, “Segment information” for additional information on the changes to the company’s operating and reportable segments.

These changes did not change the company’s reporting units but were deemed a triggering event, resulting in an interim goodwill analysis in the first quarter of 2025 on the reporting units impacted as of immediately before and immediately after the change.

There were no impairment charges resulting from this analysis.

During the third quarter of both 2025 and 2024, the company reviewed its estimated long-term expected future cash flows for its Digital Workplace Solutions (DWS) reporting unit as operating results were below estimated forecast due to the impact of the slower pace of client signings driven by industry and macro-economic dynamics.

As such, the company concluded that a triggering event existed as of both September 30, 2025 and 2024 and conducted quantitative goodwill assessments for the DWS reporting unit.

The fair value of the DWS reporting unit was estimated using both the income approach and the market approach using a weighted methodology to determine its fair value.

Based on the goodwill impairment analysis performed during the third quarter of 2024, the carrying value of the DWS reporting unit exceeded its respective fair value, resulting in the recognition of a goodwill impairment charge of $ 39.1 million.

During the fourth quarter of 2024, the company performed a quantitative goodwill impairment testing for each reporting unit, and estimated the fair value of the reporting units using both the income approach and the market approach.

Based on the goodwill impairment analyses, the carrying value of the DWS reporting unit exceeded its respective fair value, resulting in the recognition of goodwill impairment charges of $ 55.0 million and $ 39.1 million in the third quarter of 2025 and 2024, respectively.

During the fourth quarter of 2025, the company performed a quantitative goodwill impairment testing for its Cloud, Applications & Infrastructure Solutions (CA&I) reporting unit and a qualitative goodwill impairment testing for its DWS and Enterprise Computing Solutions (ECS) reporting units.

The company uses both the income approach and the market approach to estimate the fair value of the reporting units for its quantitative goodwill impairment testing.

The income approach incorporates the use of a discounted cash flow method in which the estimated future cash flows and terminal values for each reporting unit are discounted to present value.

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In order to assess the reasonableness of the calculated reporting unit fair values, the company also compares the sum of the reporting units’ fair values to its market capitalization (per share stock price multiplied by shares outstanding) and calculates an implied control premium (the excess of the sum of the reporting units’ fair values over the market capitalization).

The company completed the quantitative goodwill assessment in the fourth quarter of 2024 and no additional impairment charge was recognized as of December 31, 2024.

The company completed the goodwill assessments in the fourth quarter of 2025 and no additional impairment charge was recognized as of December 31, 2025.

Estimating the fair value of reporting units requires the use of estimates and significant judgments that are based on a number of factors including actual operating results.

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An impairment charge would be recognized if the carrying value exceeds fair value in the consolidated statement of income (loss) in the period the impairment is identified.

Leases The company determines if an arrangement is a lease at inception.

This determination generally depends on whether the arrangement conveys to the company the right to control the use of an explicitly or implicitly identified asset for a period of time in exchange for consideration.

Control of an underlying asset is conveyed to the company if the company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset.

The company is the lessee in lease agreements that include lease and non-lease components, which the company accounts for as a single lease component for all personal property leases.

The company also has lease agreements in which it is the lessor that include lease and non-lease components.

For these agreements, the company accounts for these components as a single lease component.

Lease expense for variable leases and short-term leases is recognized when the expense is incurred.

Operating leases are included in operating lease right-of-use (ROU) assets, other accrued liabilities and long-term operating lease liabilities on the company’s consolidated balance sheets.

Operating lease ROU assets and lease liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term.

Operating lease payments are recognized as lease expense on a straight-line basis over the lease term.

Finance leases are included in capitalized contract costs, net and long-term debt on the company’s consolidated balance sheets.

Finance lease ROU assets and lease liabilities are initially measured in the same manner as operating leases.

Finance lease ROU assets are amortized using the straight-line method.

Finance lease liabilities are measured at amortized cost using the effective interest method.

The company has not capitalized leases with terms of twelve months or less.

As most of the company’s leases do not provide an implicit rate, the company uses its incremental borrowing rate, based on the information available at the lease commencement date, in determining the present value of lease payments.

The company determines the incremental borrowing rate using the portfolio approach considering lease term and lease currency.

The lease term for all of the company’s leases includes the non-cancelable period of the lease plus any additional periods covered by either a company option to extend (or not to terminate) the lease that the company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.

Lease payments included in the measurement of the lease liability are comprised of fixed payments, variable payments that depend on index or rate, amounts expected to be payable under a residual value guarantee and the exercise of the company option to purchase the underlying asset, if reasonably certain.

Variable lease payments associated with the company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs.

Variable lease payments are presented as an operating expense in the company’s consolidated results of operations in the same line item as expense arising from fixed lease payments (operating leases) or amortization of the ROU asset (finance leases).

Operating and finance leases ROU assets are subject to evaluation for impairment or disposal consistent with other long-lived assets.

The company monitors for events or changes in circumstances that require a reassessment of its leases.

When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero.

In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in the consolidated statement of income (loss).

The company has commitments under operating leases for certain facilities and equipment used in its operations.

The company also has finance leases for equipment.

The company’s leases generally have initial lease terms ranging from 1 year to 8 years, most of which include options to extend or renew the leases for up to 5 years, and some of which may include options to terminate the leases within 1 year.

Certain lease agreements contain provisions for future rent increases.

Retirement benefits Accounting rules covering defined benefit pension plans and other postretirement benefits require that amounts recognized in financial statements be determined on an actuarial basis.

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For example, a client may purchase an enterprise server that includes operating system software.

In addition, the arrangement may include

post-contract support for the software and a contract for post-warranty maintenance for service of the hardware.

In addition, the arrangement may include post-contract support for the software and a contract for post-warranty maintenance for service of the hardware.

These arrangements consist of multiple performance obligations, with control over hardware and software transferred in one reporting period and the software support and hardware maintenance services performed across multiple reporting periods.

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(1) the expected cost plus margin approach, under which the company forecasts its expected costs of satisfying a performance obligation and then adds an appropriate margin for that distinct good or service and (2) the percent discount off of list price approach.

In the DWS and the Cloud, Applications & Infrastructure Solutions (CA&I) segments, substantially all of the company’s performance obligations are satisfied over time as work progresses and therefore substantially all of the revenue in these segments is recognized over time.

In the DWS and the CA&I segments, substantially all of the company’s performance obligations are satisfied over time as work progresses and therefore substantially all of the revenue in these segments is recognized over time.

The company generally receives payment for these contracts over time as the performance obligations are satisfied.

In the Enterprise Computing Solutions (ECS) segment, substantially all of the company’s sales of software and hardware are transferred to customers at a single point in time.

In the ECS segment, substantially all of the company’s sales of software and hardware are transferred to customers at a single point in time.

Revenue on these contracts is recognized when control over the product is transferred to the customer or a software license term begins.

The company generally receives payment for these contracts upon signature or within 30 to 60 days.

The company discloses disaggregation of its customer revenue by geographic areas (see Note 20, “Segment information”).

The company discloses disaggregation of its customer revenue by services and technology (see Note 9, “Revenue”) and by geographic areas (see Note 18, “Segment information”).

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables, contract assets and deferred revenue (contract liabilities).

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Revenue includes payments for shipping and handling activities.

Advertising costs All advertising costs are expensed as incurred and reported in selling, general and administrative expenses in the consolidated statements of income (loss).

Advertising costs All advertising costs are expensed as incurred and reported in selling, general and administrative expenses in the company’s consolidated statements of income (loss).

The amount charged to the expense during 2025, 2024 and 2023 was $ 13.6 million, $ 10.8 million and $ 10.7 million, respectively.

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Compensation expense for market-based awards is recognized as expense ratably over the measurement period, regardless of the actual level of achievement, provided the service requirement is met.

The fair value of restricted stock and restricted stock units with time and performance conditions is determined based on the trading price of the company’s common shares on the date of grant.

The fair value of restricted stock and restricted stock units (RSUs) with time and performance conditions is determined based on the trading price of the company’s common shares on the date of grant.

The fair value of awards with market conditions is estimated using a Monte Carlo simulation.

The expense is recorded in selling, general and administrative expenses.

Cost reduction actions The company from time to time initiates cost reduction actions designed to improve operating efficiency, reduce costs and align the company’s workforce and facility structures to its overall business plan.

These actions may include workforce reductions, consolidating or closing facilities, exiting foreign countries, and other related actions to support strategic objectives and enhance future performance.

Severance charges related to workforce reductions are recognized in accordance with the company’s employee termination benefit plans and applicable statutory requirements.

The company records a liability for employee termination benefits either when it is probable that an employee is entitled to it and the amount of benefits can be reasonably estimated or when management has communicated the termination plan to employees within other accrued liabilities on the company’s consolidated balance sheets.

Other liabilities for costs associated with an exit or disposal activity are recognized when the liability is incurred.

Any changes in estimates related to these charges are recorded in the period when such changes are identified.

Income taxes Income taxes are based on income before taxes for financial reporting purposes and reflect a current tax liability for the estimated taxes payable in the current-year tax returns and changes in deferred taxes.

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The company recognizes penalties and interest accrued related to income tax liabilities in provision for income taxes in its consolidated statements of income (loss).

The company treats the global intangible low-tax income tax, or GILTI, as a period cost when included in U.S.

taxable income, and the base erosion and anti-abuse tax, or BEAT, as a period cost when incurred.

The company treats the Global Intangible Low-Tax Income (GILTI) tax as a period cost when included in U.S.

taxable income, and the Base Erosion and Anti-Abuse (BEAT) tax, as a period cost when incurred.

Translation of foreign currency The local currency is the functional currency for most of the company’s international subsidiaries, and as such, assets and liabilities are translated into U.S.

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The company has applied fair value measurements to its derivatives (see Note 10, “Financial instruments and concentration of credit risks”), long-term debt (see Note 13, “Debt”), and to its pension and postretirement plan assets (see Note 15, “Employee plans”).

Reclassification Certain prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to conform to the current period presentation.

Note 2 — Recent accounting pronouncements and accounting changes

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Effective for the company’s fiscal year ended December 31, 2025, the company adopted Accounting Standards Update (ASU) No.

2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (ASU 2023-07), issued by the Financial Accounting Standards Board (FASB), which enhances reportable segment disclosure requirements including disclosures about significant segment expenses on an annual and interim basis.

The adoption of ASU 2023-07 did not have a material impact to the company’s consolidated financial statements.

The required annual disclosures were applied to the presentation of the company’s reportable segments, see Note 20, “Segment information.” Prior periods reportable segment disclosures have been reclassified to be comparable to the current year presentation.

2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures (ASU 2023-09), issued by the Financial Accounting Standards Board (FASB), which enhances annual disclosures relating to the rate reconciliation and requires income

taxes paid disclosures disaggregated by jurisdiction among other amendments.

The adoption of ASU 2023-09 did not have a material impact to the company’s consolidated financial statements and the required disclosures on income taxes were applied on a prospective basis, see Note 6, “Income taxes.”

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.

This ASU enhances disclosures relating to the rate reconciliation and requires income taxes paid disclosures disaggregated by jurisdiction among other amendments.

This update is effective for annual periods beginning after December 15, 2024, with early adoption permitted and should be applied on a prospective basis with a retrospective application permitted.

This ASU is not expected to have a material effect on the company’s consolidated financial statements.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures .

This ASU requires public companies to disclose, on an annual and interim basis, additional information about certain costs and expenses in the notes to the financial statements.

The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted on either a prospective or retrospective basis.

The company is currently evaluating the impact of the standard on its consolidated financial statements and related disclosures.

Note 3 — Acquisitions

On December 14, 2021, the company acquired 100 % of CompuGain LLC (CompuGain), a leading cloud solutions provider, for a purchase price consideration of $ 85.3 million on a cash-free, debt-free basis.

The company funded the cash consideration and acquisition-related costs with cash on hand.

During 2022, the company incurred and expensed acquisition-related costs of $ 0.4 million included within selling, general and administrative expense in the consolidated statements of income (loss).

The company’s consolidated financial statements include the results of CompuGain commencing as of the acquisition date.

Pro forma information and revenue and operating results of CompuGain have not been presented as the impact is not material to the company’s consolidated financial statements.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures , requiring additional disclosures about certain costs and expenses in the notes to the financial statements on an annual interim basis.

The update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted on either a prospective or retrospective basis.

ASU 2024-03 is not expected to have a material effect on the company’s consolidated financial statements.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06), which simplifies the capitalization guidance for internal-use software costs by removing all references to software development project stages.

ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted on either a prospective, or retrospective or a modified transition approach.

The company is currently evaluating the impact of the standard on its consolidated financial statements.

Note 3 — Cost-reduction actions

The company from time to time initiates cost reduction actions designed to improve operating efficiency, reduce costs and align the company’s workforce and facility structures to its overall business plan.

During 2024, the company recognized cost-reduction charges and other costs of $ 20.6 million.

The net charges related to workforce reductions were $ 13.5 million, principally related to severance costs, and were comprised of:

(a) a charge of $ 23.7 million and (b) a credit of $ 10.2 million for changes in estimates.

In addition, the company recorded net charges of $ 7.1 million comprised of a charge of $ 4.4 million for an asset impairment, a charge of $ 2.6 million for net foreign currency losses related to exiting foreign countries and a net charge of $ 0.1 million for other expenses and changes in estimates related to other cost-reduction efforts.

During 2023, the company recognized cost-reduction charges and other costs of $ 9.3 million.

The net charges related to workforce reductions were $ 8.3 million, principally related to severance costs, and were comprised of:

(a) a charge of $ 15.2 million and (b) a credit of $ 6.9 million for changes in estimates.

In addition, the company recorded net charges of $ 1.0 million comprised of charges of $ 4.7 million primarily related to professional fees and other expenses related to cost-reduction efforts and a credit of $ 3.7 million for net foreign currency gains related to exiting foreign countries.

During 2022, the company recognized cost-reduction charges and other costs of $ 54.9 million.

The net charges related to workforce reductions were $ 7.5 million, principally related to severance costs, and were comprised of:

(a) a charge of $ 7.1 million and (b) a credit of $ 0.4 million for changes in estimates.

In addition, the company recorded charges of $ 47.4 million comprised of $ 13.6 million related to held-for-sale assets (see Note 13, “Properties” for further details), $ 10.9 million for asset impairments, $ 11.3 million for idle leased facilities costs, $ 9.3 million for contract exit costs, $ 2.9 million for net foreign currency losses related to exiting foreign countries and a credit of $ 0.6 million for changes in estimates related to other cost-reduction efforts.

The charges (credits) were recorded in the following statement of income (loss) classifications:

Cost-reduction charges and other costs recognized were as follows:

Year ended December 31, 2025 2024 2023

Workforce reductions:

Severance and other employee costs $ 27.6 $ 23.7 $ 15.2

Changes in estimates ( 4.6 ) ( 10.2 ) ( 6.9 )

Total workforce reductions 23.0 13.5 8.3

Lease abandonment costs 4.3 — —

Asset impairment charges and write-offs (i)

Other cost reduction efforts, net (ii)

Total $ 30.5 $ 18.0 $ 13.0

(i) Asset impairment charges and write-offs relate to assets associated with exited operations and facilities.

(ii) Other cost reduction efforts, net primarily include consulting fees and changes in estimates related to other cost-reduction efforts.

The charges (credits) included in the table above were recorded in the following statement of income (loss) classifications:

Year ended December 31, 2025 2024 2023

Cost of revenue $ 18.0 $ 12.1 $ 5.6

Services $ 8.0 $ 4.9 $ 19.1

Technology 4.1 0.7 7.6

Selling, general and administrative 9.4 6.0 6.9

Research and development 3.1 ( 0.1 ) 0.5

Other (expense), net

2.6 ( 3.7 ) 2.9

Total $ 30.5 $ 18.0 $ 13.0

Liabilities and expected future payments related to the company’s workforce reduction actions are as follows:

International

Balance at December 31, 2021 $ 16.3 $ 5.7 $ 10.6

Additional provisions 7.1 3.6 3.5

Payments ( 11.5 ) ( 4.1 ) ( 7.4 )

Changes in estimates 0.4 ( 1 ) 1.4

Translation adjustments ( 0.6 ) — ( 0.6 )

Balance at December 31, 2022 11.7 4.2 7.5

Additional provisions 15.2 3.4 11.8

Payments ( 10.8 ) ( 3.5 ) ( 7.3 )

Changes in estimates ( 6.9 ) ( 1.6 ) ( 5.3 )

Translation adjustments 0.2 — 0.2

Balance at December 31, 2023 9.4 2.5 6.9

Additional provisions 23.7 7.5 16.2

Year ended December 31, 2025 2024 2023

Cost reduction liabilities, at beginning of year $ 13.0 $ 9.4 $ 11.7

Provision 27.6 23.7 15.2

Payments ( 12.0 ) ( 9.6 ) ( 10.8 )

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Translation adjustments 0.8 ( 0.3 ) 0.2

Balance at December 31, 2024 $ 13.0 $ 4.4 $ 8.6

Cost reduction liabilities, at end of year $ 24.8 13.0 9.4

Expected future payments on balance at December 31, 2025:

$ 13.0 $ 4.4 $ 8.6

Note 4 — Leases and commitments

The company determines if an arrangement is a lease at inception.

The company is the lessee in lease agreements that include lease and non-lease components, which the company accounts for as a single lease component for all personal property leases.

The company also has lease agreements in which it is the lessor that include lease and non-lease components.

For these agreements, the company accounts for these components as a single lease component.

Lease expense for variable leases and short-term leases is recognized when the expense is incurred.

Operating leases are included in operating lease right-of-use (ROU) assets, other accrued liabilities and long-term operating lease liabilities on the consolidated balance sheets.

Operating lease ROU assets and lease liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term.

Operating lease payments are recognized as lease expense on a straight-line basis over the lease term.

Finance leases are included in outsourcing assets, net and long-term debt on the consolidated balance sheets.

Finance lease ROU assets and lease liabilities are initially measured in the same manner as operating leases.

Finance lease ROU assets are amortized using the straight-line method.

Finance lease liabilities are measured at amortized cost using the effective interest method.

The company has not capitalized leases with terms of twelve months or less.

The company determines the incremental borrowing rate using the portfolio approach considering lease term and lease currency.

Variable lease payments associated with the company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs.

The company uses the long-lived assets impairment guidance in ASC Subtopic 360-10 Property, Plant, and Equipment to determine whether a ROU asset is impaired, and if so, the amount of the impairment loss to recognize.

If impaired, ROU assets for operating and finance leases are reduced for any impairment losses.

The company monitors for events or changes in circumstances that require a reassessment of its leases.

In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in the consolidated statement of income (loss).

The company has commitments under operating leases for certain facilities and equipment used in its operations.

The company also has finance leases for equipment.

Certain lease agreements contain provisions for future rent increases.

The components of lease expense are as follows:

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Amortization of right-of-use assets 1.3 0.1 0.2

Interest on lease liabilities 1.6 — —

Total finance lease cost 2.9 0.1 0.2

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Finance Leases

Outsourcing assets, net $ — $ 0.1

Capitalized contract costs, net

Current maturities of long-term debt 7.2 0.5

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Operating leases $ 13.6 $ 21.3

Finance leases 39.2 —

Maturities of lease liabilities as of December 31, 2025 are as follows:

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2027 10.8 12.0

2028 10.8 8.6

2029 10.5 6.5

Thereafter — 3.5

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$ ( 307.4 ) $ ( 180.8 ) $ ( 387.1 )

Loss on debt extinguishment ( 7.0 ) — —

Foreign exchange losses (ii)

( 5.8 ) ( 14.5 ) ( 0.2 )

Other, net (iii)

Interest income (iii)

20.7 23.2 26.3

Other, net (iv)

2.2 31.3 ( 32.9 )

Total other (expense), net $ ( 297.3 ) $ ( 140.8 ) $ ( 393.9 )

(i) Includes $ 130.6 million and $ 348.9 million in 2024 and 2023, respectively, of settlement losses related to the company’s defined benefit pension plans.

(i) Pension and postretirement expense includes $ 228.2 million, $ 130.6 million and $ 348.9 million of settlement losses, respectively, in 2025, 2024 and 2023 related to the company’s defined benefit pension plans.

See Note 15, “Employee plans.”

(ii) Includes charges (credits) of $ 2.6 million, $( 3.7 ) million and $ 2.9 million respectively, in 2024, 2023 and 2022 for net foreign currency losses (gains) related to substantial completion of liquidation of foreign subsidiaries.

(iii) Other, net in 2024 includes a gain of $ 40.0 million related to a favorable settlement of a litigation matter (see Note 18, “Litigation and contingencies ” for additional details on this matter) and a net gain of $ 14.9 million related to a favorable judgement received in a Brazilian services tax matter.

Environmental costs relate to previously disposed businesses are included within other, net.

(ii) Foreign exchange losses include gains (losses) from remeasuring cash, receivables, payables and intercompany balances denominated in foreign currencies, as well as gains (losses) on foreign exchange forward contracts.

In 2025, the company ceased its use of foreign currency forward contracts.

See Note 10, “Financial instruments and concentration of credit risks” for details on the company’s foreign exchange forward contracts.

Additionally, these amounts include gains (losses) related to the substantial completion of liquidation of certain foreign subsidiaries of $( 2.7 ) million, $ 2.6 million and $( 3.7 ) million, respectively, in 2025, 2024 and 2023.

(iii) Interest income relates primarily to interest earned from cash and short-term investments.

(iv) Other, net generally consists of environmental costs related to previously disposed businesses and other miscellaneous items.

In 2025, other, net includes a $ 4.3 million gain on the sale of a property.

See Note 11, “Properties” for additional details on the property sale .

In 2024, other, net included a $ 40.0 million gain related to a favorable settlement of a litigation matter and a net gain of $ 14.9 million related to a favorable judgment received in a Brazilian services tax matter.

Note 6 — Income taxes

Following is the total loss before income taxes and the provision for income taxes.

The components of the loss before income taxes and the provision for income taxes for the year ended December 31, 2025 in accordance with the disclosure requirements of ASU 2023-09 are as follows:

Year ended December 31, 2025

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Total loss before income taxes $ ( 272.2 )

Provision (benefit) for income taxes

Provision for income taxes

Total current 60.1

Total provision for income taxes $ 67.8

The components of the loss before income taxes and the provision for income taxes for the years ended December 31, 2024 and 2023 as previously disclosed prior to the adoption of ASU 2023-09 are as follows:

Year ended December 31, 2024 2023

Income (loss) before income taxes

United States $ ( 268.7 ) $ ( 545.5 )

Foreign 193.4 197.7

Total 82.3 54.8 50.6

Total loss before income taxes $ ( 75.3 ) $ ( 347.8 )

Provision for income taxes

United States $ 21.1 $ 8.8

Foreign 61.2 46.0

Total current

United States 18.7 —

Foreign 16.9 24.5

Total provision for income taxes $ 117.9 $ 79.3

Following is a reconciliation of the benefit for income taxes at the United States statutory tax rate to the provision for income taxes as reported:

The following table is a reconciliation of the benefit for income taxes at the United States (U.S.) statutory tax rate to the company’s effective tax rate for the year ended December 31, 2025 in accordance with the disclosure requirements of ASU 2023-09:

Year ended December 31, 2025

statutory income tax benefit $ ( 57.2 ) 21.0 %

State and local income taxes, net of federal benefit (i)

1.0 ( 0.4 ) %

Effect of cross-border tax laws

10.1 ( 3.7 ) %

Income from branches

3.2 ( 1.2 ) %

0.5 ( 0.2 ) %

Change in valuation allowances

66.1 ( 24.3 ) %

Nontaxable and nondeductible items:

Goodwill impairment

11.6 ( 4.3 ) %

Limitation on deduction for executive compensation

3.1 ( 1.1 ) %

0.7 ( 0.3 ) %

Other adjustments

( 0.4 ) 0.1 %

Foreign tax effects

Effect of rates different than statutory 7.2 ( 2.6 ) %

Income tax withholding 3.2 ( 1.2 ) %

Other ( 0.7 ) 0.3 %

Income tax withholding 3.7 ( 1.4 ) %

Other 1.6 ( 0.6 ) %

Changes in valuation allowances ( 4.3 ) 1.6 %

Other 0.4 ( 0.1 ) %

Income tax withholding 3.3 ( 1.2 ) %

Other 1.0 ( 0.4 ) %

Changes in valuation allowances 3.6 ( 1.3 ) %

Other ( 1.1 ) 0.4 %

United Kingdom

Effect of rates different than statutory 4.1 ( 1.5 ) %

Changes in valuation allowances ( 6.2 ) 2.3 %

Other ( 0.4 ) 0.1 %

Other foreign jurisdictions

13.4 ( 4.9 ) %

Changes in unrecognized tax benefits

0.3 ( 0.1 ) %

Provision for income taxes $ 67.8 ( 24.9 ) %

(i) State and local income taxes in California, Connecticut and Pennsylvania comprise the majority of the state taxes, net of federal benefit in this category.

The following table is a reconciliation of the benefit for income taxes at the U.S statutory tax rate to the provision for income taxes as reported for the years ended December 31, 2024 and 2023 as previously disclosed prior to the adoption of ASU 2023-09:

Year ended December 31, 2024 2023

statutory income tax benefit $ ( 15.8 ) $ ( 73.0 )

Income and losses for which no provision or benefit has been recognized 63.0 123.2

1 unchanged sentence

Income tax withholdings 23.0 14.0

Additional tax expense on undistributed earnings of certain foreign subsidiaries 27.3 — —

Additional tax expense on undistributed foreign earnings 27.3 —

Permanent items 1.2 ( 3.0 )

1 unchanged sentence

Change in valuation allowances 7.9 2.1

income tax benefit

United States income tax benefit — ( 0.6 )

Other 1.1 0.1

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Depreciation 23.4 28.6

Warranty, bad debts and other reserves 2.9 7.6

Capitalized costs 28.8 9.3

Capitalized research and development 19.6 6.7

Warranty, bad debts and other reserves 5.5 2.9

Other 103.3 76.0

3 unchanged sentences

Deferred tax liabilities

Undistributed earnings of certain foreign subsidiaries $ 27.7 $ —

Capitalized research and development — 10.4

Undistributed earnings of foreign subsidiaries $ 31.3 $ 27.7

Other 24.5 32.6

1 unchanged sentence

Net deferred tax assets $ 65.5 $ 67.9

Changes in the valuation allowance was as follows:

Changes in the valuation allowance were as follows:

Year ended December 31, 2025 2024 2023

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(i) Includes U.S.

pension activity of $( 44.8 ) million, ($ 95.9 ) million and ($ 11.3 ) million for the years ended December 31, 2024, 2023 and 2022, respectively.

pension activity of $ 3.8 million, ($ 44.8 ) million and ($ 95.9 ) million in 2025, 2024 and 2023, respectively.

The company has tax effected tax loss carryforwards as follows:

As of December 31, 2025

Federal $ 339.6

State and local 201.1

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The realization of the company’s net deferred tax assets as of December 31, 2025, is primarily dependent on the ability to generate sustained taxable income in various jurisdictions.

Judgment is required to estimate forecasted future taxable income, which may be impacted by future business developments, actual results, strategic operational and tax initiatives, legislative, and other economic factors and developments.

Judgment is required to estimate forecasted future taxable income, which may be impacted by future business developments, actual operating results, strategic operational and tax initiatives, legislative, and other economic factors and developments.

During 2025, the company determined that a portion of its non-U.S.

net deferred tax assets required an additional valuation allowance.

The net change in the valuation allowances impacting the effective tax rate in 2024 was approximately $ 7.9 million, primarily in the United Kingdom.

net deferred tax assets no longer required a valuation allowance.

The net change in the valuation allowances impacting the effective tax rate in 2025 was approximately $ 5.3 million tax benefit, primarily in Germany.

During 2024, the company determined that a portion of its non-U.S.

net deferred tax assets required an additional valuation allowance.

The net change in the valuation allowances impacting the effective tax rate in 2023 was approximately $ 2.1 million, primarily in Latin America.

The net change in the valuation allowances impacting the effective tax rate in 2024 was approximately $ 7.9 million tax expense, primarily in the United Kingdom.

tax law, distributions from foreign subsidiaries to U.S.

shareholders are generally exempt from taxation, except for certain federal and state taxes.

shareholders are generally exempt from taxation, except for certain federal and states taxes.

Consequently, the deferred income tax liability on undistributed earnings is generally limited to any foreign withholding or other foreign taxes that will be imposed on such distributions.

The company is no longer asserting indefinite reinvestment of the earnings of certain foreign subsidiaries.

Accordingly, at December 31, 2024, the related deferred tax liability was $ 27.7 million, which is reported within other long-term liabilities on the company’s consolidated balance sheets.

The company is no longer asserting indefinite reinvestment of earnings of certain foreign subsidiaries.

At December 31, 2025 and 2024, the related deferred tax liability was $ 31.3 million and $ 27.7 million, respectively, which is included within other long-term liabilities on the company’s consolidated balance sheets.

At December 31, 2025, the unrecognized deferred income tax liability was approximately $ 7.7 million for those foreign subsidiaries for which the company currently intends to indefinitely reinvest the earnings and for which no provision has been made for income taxes that may become payable upon distribution of the earnings of such subsidiaries .

Cash paid for income taxes, net of refunds was as follows:

Cash paid for income taxes, net of refunds in accordance with the disclosure requirements of ASU 2023-09 was as follow for the year ended December 31, 2025:

Year ended December 31, 2025

United Kingdom

Total cash paid for income taxes, net of refunds

Cash paid for income taxes as reported for the years ended December 31, 2024 and 2023 as previously disclosed prior to the adoption of ASU 2023-09 was as follows:

Year ended December 31, 2024 2023

Cash paid for income taxes, net of refunds $ 56.4 $ 63.4

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At December 31, 2025 and 2024, the company had an accrual of $ 5.5 million and $ 5.0 million, respectively, for the payment of penalties and interest.

For the years ended December 31, 2025, 2024 and 2023, the company recognized tax expense related to interest of $ 0.5 million, $ 0.4 million and $ 0.8 million, respectively.

At December 31, 2025, all of the company’s liability for unrecognized tax benefits, if recognized, would affect the company’s effective tax rate.

Within the next 12 months, the company believes that it is reasonably possible that the amount of unrecognized tax benefits may decrease by $ 1.3 million related to a statute of limitation expiration;

however, various events could cause this belief to change in the future.

The company and its subsidiaries file income tax returns in the U.S.

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federal cash tax liability in the near term.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law in the U.S.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

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

The company does not anticipate any material impact to our financial statements, due to the valuation allowance in the U.S., and no material permanent tax differences are expected.

The company continues to assess the impact of these new provisions on the company’s consolidated financial statements for future reporting periods.

Note 7 — Earnings (loss) per common share

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2,616 2,340 945

(i) Amounts represent shares excluded from the computation of diluted earnings per share, as their effect, if included, would have been anti-dilutive for the periods presented.

(i) Amounts represent shares excluded from the computation of diluted loss per share, as their effect, if included, would have been anti-dilutive for the periods presented.

Note 8 — Accounts receivable

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Estimates of expected credit losses are based primarily on the aging of the accounts receivable balances.

The company records a specific reserve for individual accounts when it becomes aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy filings or deterioration in the customer’s operating results or financial position.

The company records a specific reserve for individual accounts when it becomes aware of a customer’s inability to meet its financial obligations, such as in the case of

bankruptcy filings or deterioration in the customer’s operating results or financial position.

The collection policies and procedures of the company vary by credit class and prior payment history of customers.

Revenue recognized in excess of billings on services contracts, or unbilled accounts receivable, was $ 101.9 million and $ 95.3 million at December 31, 2025 and 2024, respectively.

Unearned income, which is reported as a deduction from accounts receivable, was $ 5.4 million and $ 9.0 million at December 31, 2024 and 2023, respectively.

Unearned income related to sales-type leases, which represents the interest portion not yet earned, is reported as a deduction from accounts receivable.

These amounts were $ 3.2 million and $ 5.4 million at December 31, 2025 and 2024, respectively.

The allowance for credit losses, which is reported as a deduction from accounts receivable, was $ 4.3 million and $ 7.6 million at December 31, 2025 and 2024, respectively.

The provision for credit losses, which is reported in selling, general and administrative expenses in the consolidated statements of income (loss), was expense (income) of $( 1.2 ) million, $( 0.2 ) million and $ 0.3 million, in 2024, 2023 and 2022, respectively.

The provision for credit losses, which is reported in selling, general and administrative expenses in the company’s consolidated statements of income (loss), was expense (income) of $ 0.9 million, $( 1.2 ) million and $( 0.2 ) million, in 2025, 2024 and 2023, respectively.

Additionally, long-term receivables were $ 27.6 million and $ 43.7 million at December 31, 2025 and 2024, respectively, and are reported in other long-term assets on the company’s consolidated balance sheets.

Note 10 — Contract assets and deferred revenue

Note 9 — Revenue

The following table presents the company’s revenue disaggregated by type of revenue:

Year ended December 31, 2025 2024 2023

Services $ 1,611.0 $ 1,665.3 $ 1,665.9

Technology (i)

339.1 343.1 349.5

Total revenue

$ 1,950.1 $ 2,008.4 $ 2,015.4

(i) Technology represents hardware and software license revenue.

Contract Assets and Deferred Revenue

Contract assets represent rights to consideration in exchange for goods or services transferred to a customer when that right is conditional on something other than the passage of time.

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Revenue recognized that was included in deferred revenue at the beginning of the period $ 215.1 $ 189.5

Note 11 — Capitalized contract costs

The company’s incremental direct costs of obtaining a contract consist of sales commissions which are deferred and amortized ratably over the initial contract life.

These costs are classified as current or noncurrent based on the timing of when the company expects to recognize the expense.

The current and noncurrent portions of deferred commissions are included in prepaid expenses, other current assets and in other long-term assets, respectively, in the company’s consolidated balance sheets.

Deferred commissions were as follows:

Capitalized Contract Costs

The company’s capitalized contract costs, net include the following:

As of December 31,

Deferred commissions $ 7.2 $ 3.7

Amortization expense related to deferred commissions was as follows:

Year ended December 31, 2024 2023 2022

Deferred commissions - amortization expense (i)

Deferred commissions, net

Costs to fulfill a contract, net

Other capitalized assets, net (i)

Total capitalized contract costs, net

$ 73.6 $ 31.2

(i) Reported in selling, general and administrative expense in the company’s consolidated statements of income (loss).

Costs on outsourcing contracts are generally expensed as incurred.

However, certain costs incurred upon initiation of an outsourcing contract (costs to fulfill a contract), principally initial customer setup, are capitalized and expensed over the initial contract life.

These costs are included in outsourcing assets, net in the company’s consolidated balance sheets, and are amortized over the initial contract life and reported in cost of revenue.

Costs to fulfill a contract were as follows:

As of December 31, 2024 2023

Costs to fulfill a contract $ 12.9 $ 19.2

Amortization expense related to costs to fulfill a contract was as follows:

Year ended December 31, 2024 2023 2022

Costs to fulfill a contract - amortization expense $ 3.5 $ 6.7 $ 23.7

The remaining balance of outsourcing assets, net is comprised of fixed assets and software used in connection with outsourcing contracts.

These costs are capitalized and depreciated over the shorter of the initial contract life or in accordance with the company’s fixed asset policy.

(i) As of December 31, 2025, other capitalized assets, net includes $ 36.9 million of finance lease right-of-use assets related to a client contract.

Amortization expense related to capitalized contract costs, net was $ 17.1 million, $ 22.6 million and $ 50.3 million, respectively, in 2025, 2024, and 2023.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price of firm orders for which work has not been performed and excludes (1) contracts with an original expected length of one year or less and (2) contracts for which the company recognizes revenue at the amount to which it has the right to invoice for services performed.

At December 31, 2025, the company had approximately $ 0.9 billion of remaining performance obligations of which approximately 37 % is estimated to be recognized as revenue by the end of 2026, 30 % by the end of 2027, 19 % by the end of 2028, 9 % by the end of 2029 and 5 % thereafter.

Note 10 — Financial instruments and concentration of credit risks

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dollar, principally related to intercompany account balances.

The company uses derivative financial instruments to reduce its exposure to market risks from changes in foreign currency exchange rates on such balances.

The company enters into foreign exchange forward contracts, generally having maturities of three months or less, which have not been designated as hedging instruments.

At December 31, 2024 and 2023, the notional amount of these contracts was $ 501.3 million and $ 488.4 million, respectively.

The fair value of these forward contracts is based on quoted prices for similar but not identical financial instruments;

as such, the inputs are considered Level 2 inputs.

In 2025, the company ceased its use of foreign currency forward contracts.

At December 31, 2025, there is no notional amount of foreign currency forward contracts and at December 31, 2024, the notional amount was $ 501.3 million.

These contracts generally had maturities of three months or less and were not designated as hedging instruments.

The following table summarizes the fair value of the company’s foreign exchange forward contracts.

The fair value of these forward contracts was based on quoted prices for similar but not identical financial instruments;

as such, the inputs were considered Level 2 inputs.

As of December 31, 2024

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Rental equipment 6.7 6.3

Total properties $ 396.2 $ 396.4

Total properties, gross

$ 403.0 $ 396.2

Less - Accumulated depreciation and amortization

Properties, net

Property, net

$ 53.1 $ 57.1

Long-lived assets to be sold are classified as held-for-sale in the period in which they meet all the criteria for the disposal of long-lived assets.

The company measures assets held-for-sale at the lower of their carrying amount or fair value less cost to sell.

At both December 31, 2024 and 2023, the company had $ 4.9 million of assets held-for-sale related to its data center facility located in Eagan, Minnesota.

In 2021, the company determined that these assets met the criteria for classification of assets held-for-sale.

Since the assets have been held-for-sale for more than a year, the company evaluates whether (i) the company has taken all necessary actions to respond to the change in circumstances;

(ii) the company is actively marketing the data center facility at a price that is reasonable;

and (iii) the company continues to meet all of the criteria to continue to classify the assets as held-for-sale.

During 2022, the company recognized an asset held-for-sale write-down of $ 13.6 million, reducing the assets to its estimated current fair market value less costs to sell.

The valuation report was considered a Level 2 input.

The company is actively marketing this facility for sale and has identified a potential interested party.

The company believes the classification continues to be appropriate and that all the criteria has been met to classify these assets as held-for-sale at December 31, 2024.

In November 2025, the company completed the sale of its data center facility located in Eagan, Minnesota, generating net proceeds of $ 8.9 million after deducting selling costs.

At December 31, 2024, the net carrying value of the associated land, building and equipment was $ 4.9 million and these assets were classified as held-for-sale in the company’s consolidated balance sheets.

This transaction resulted in a pre-tax net gain of $ 4.3 million, which is reported within other (expense), net in the company’s consolidated statements of income (loss).

Note 12 — Goodwill and intangible assets

Changes in the carrying amount of goodwill by reporting unit were as follows:

Total DWS CA&I ECS Other

Balance at December 31, 2022 $ 287.1 $ 140.5 $ 38.0 $ 98.3 $ 10.3

The net carrying value of goodwill by reporting unit was as follows:

Total DWS CA&I ECS

Balance at December 31, 2023 (i)

$ 287.4 $ 140.8 $ 54.5 $ 92.1

Goodwill impairment (ii)

( 39.1 ) ( 39.1 ) — —

Translation adjustments ( 0.4 ) ( 0.4 ) — —

Balance at December 31, 2023 287.4 140.8 38.0 98.3 10.3

Goodwill impairment (i)

Balance at December 31, 2024 (i)

247.9 101.3 54.5 92.1

Goodwill impairment (ii)

( 55.0 ) ( 55.0 ) — —

Translation adjustments 0.9 0.9 — —

Balance at December 31, 2025 $ 193.8 $ 47.2 $ 54.5 $ 92.1

(i) During the third quarter of 2024, the company recorded a goodwill impairment charge of $ 39.1 million in its DWS reporting unit as the carrying value exceeded its fair value.

See Note 1, "Summary of significant accounting policies" for additional details.

Accumulated goodwill impairment losses as of December 31, 2024 were $ 39.1 million.

There were no accumulated goodwill impairment losses as of December 31, 2023.

At December 31, 2024, there was no goodwill allocated to reporting units with negative net assets.

At December 31, 2023, the amount of goodwill allocated to reporting units with negative net assets within Other was $ 10.3 million.

(i) CA&I and ECS reporting units’ goodwill balances were reclassified as of December 31, 2024 and 2023 to conform with the current period reporting units’ presentation.

There was no change to the DWS goodwill amount.

See Note 18, “Segment information ” for additional information on the changes to the company’s operating and reportable segments.

(ii) During the third quarter of 2025 and 2024, the company recorded goodwill impairment charges of $ 55.0 million and $ 39.1 million, respectively, in its DWS reporting unit as the carrying value exceeded its fair value.

See Note 1, "Description of business and significant accounting policies" for additional details.

Goodwill is presented net of accumulated impairment losses of $ 94.1 million and $ 39.1 million as of December 31, 2025 and 2024, respectively, attributable to the DWS reporting unit.

At both December 31, 2025 and 2024, there was no goodwill allocated to reporting units with negative net assets.

Intangible Assets, Net

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Gross Carrying Amount Accumulated Amortization Net Carrying Amount

Technology (i)

$ 10.0 $ 10.0 $ —

Customer relationships (ii)

Customer relationships (i)

54.2 23.0 31.2

Marketing (ii)

Marketing (i)

Total $ 65.5 $ 34.3 $ 31.2

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Gross Carrying Amount Accumulated Amortization Net Carrying Amount

Technology (i)

$ 10.0 $ 10.0 $ —

Customer relationships (ii)

Customer relationships (i)

54.2 19.0 35.2

Marketing (ii)

Marketing (i)

Total $ 65.5 $ 30.0 $ 35.5

(i) Amortization expense is included within cost of revenue - technology in the consolidated statements of income (loss).

(ii) Amortization expense is included within selling, general and administrative expense in the consolidated statements of income (loss).

(i) Amortization expense is included within selling, general and administrative expense in the company’s consolidated statements of income (loss).

Amortization expense was $ 4.3 million, $ 7.2 million and $ 9.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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As of December 31, 2025 2024

6.875 % senior secured notes due November 1, 2027 (Face value of $ 485.0 million less unamortized issuance costs of $ 3.4 million and $ 4.6 million at December 31, 2024 and 2023, respectively)

$ 481.6 $ 480.4

10.625 % senior secured notes due January 15, 2031 (Face value of $ 700.0 million less unamortized issuance costs of $ 12.8 million at December 31, 2025)

6.875 % senior secured notes due November 1, 2027 (Face value of $ 485.0 million less unamortized issuance costs of $ 3.4 million at December 31, 2024)

Finance leases 41.2 2.8

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As of December 31, 2025 2024

10.625 % senior secured notes due January 15, 2031

6.875 % senior secured notes due November 1, 2027

$ 471.3 $ 437.5

The company’s principal sources of liquidity are cash on hand, cash from operations and its Amended and Restated ABL Credit Facility, discussed below.

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The company expects to continue to meet these covenants and conditions through at least the next twelve months.

Maturities of long-term debt, including finance leases, in each of the next five years and thereafter are as follows:

Year Total Long-Term Debt Finance Leases

2025 $ 5.0 $ 4.5 $ 0.5

2026 4.0 3.3 0.7

2027 483.2 482.5 0.7

2028 0.8 0.1 0.7

2029 0.2 — 0.2

Total $ 493.2 $ 490.4 $ 2.8

Maturities of long-term debt in each of the next five years and thereafter are as follows:

Year Long-Term Debt

Thereafter 700.0

Principal maturities of long-term debt

Less unamortized issuance costs

Total long-term debt book value

Finance leases (i)

(i) See Note 4, “Leases and commitments” for the maturity analysis associated with lease liabilities.

Cash paid for interest and capitalized interest expense was as follows:

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Senior Secured Notes due 2031

The company has outstanding $ 485.0 million aggregate principal amount of its 6.875 % Senior Secured Notes due 2027 (the 2027 Notes).

The 2027 Notes pay interest semiannually on May 1 and November 1 and will mature on November 1, 2027, unless earlier repurchased or redeemed.

The 2027 Notes are fully and unconditionally guaranteed on a senior secured basis by Unisys Holding Corporation, Unisys NPL, Inc.

and Unisys AP Investment Company I, each of which is a U.S.

corporation that is directly or indirectly owned by the company (the subsidiary guarantors).

The 2027 Notes and the related guarantees rank equally in right of payment with all of the existing and future senior debt of the company and its subsidiary guarantors and senior in right of payment to any future subordinated debt of the company and its subsidiary guarantors.

The 2027 Notes and the related guarantees are structurally subordinated to all existing and future liabilities (including preferred stock, trade payables and pension liabilities) of the subsidiaries of the company that are not subsidiary guarantors.

In June 2025, the company completed a private placement offering of $ 700.0 million aggregate principal amount of its 10.625 % Senior Secured Notes due 2031 (the 2031 Notes).

The 2031 Notes will pay interest semiannually on January 15 and July 15, commencing on January 15, 2026, and will mature on January 15, 2031, unless earlier repurchased or redeemed by the company.

The 2031 Notes are fully and unconditionally guaranteed on a senior secured basis by Unisys Holding Corporation, Unisys AP Investment Company I and Unisys NPL, Inc., each a Delaware corporation that is directly or indirectly wholly owned by the company (the Subsidiary Guarantors).

The net proceeds from the issuance of the 2031 Notes, together with cash on hand, were used to finance the company’s tender offer to purchase for cash any and all of its outstanding 6.875 % Senior Secured Notes due November 1, 2027 (the 2027 Notes) and solicitation of consents from holders of the 2027 Notes to amendments to the indenture governing the 2027 Notes (the Tender Offer) and the payment of related premiums, fees and expenses.

The company also used the net proceeds from the issuance of the 2031 Notes to redeem, on or about November 1, 2025, any 2027 Notes that remained outstanding following the Tender Offer, as explained under the Senior Secured Notes due 2027 section below, and to fund, together with cash on hand, a portion of the company’s U.S.

defined benefit pension plans deficit and postretirement liabilities.

See Note 15, “Employee plans” for additional details on the discretionary contribution to the company’s U.S.

defined benefit pension plans.

The 2031 Notes and the guarantees by the Subsidiary Guarantors rank equally in right of payment with all of the existing and future senior debt of the company and the Subsidiary Guarantors and senior in right of payment to any future subordinated debt of the company and the Subsidiary Guarantors.

The 2031 Notes and the guarantees are structurally subordinated to all existing and future liabilities (including preferred stock, trade payables and pension liabilities) of the subsidiaries of the company that are not Subsidiary Guarantors.

The 2031 Notes and the guarantees are secured by liens on substantially all assets of the company and the Subsidiary Guarantors, other than certain excluded assets (the collateral).

The liens securing the 2027 Notes on certain Asset Based Lending (ABL) collateral are subordinated to the liens on ABL collateral in favor of the ABL secured parties and, in the future, the liens securing the 2027 Notes may be subordinated to liens on the collateral securing certain permitted first lien debt, subject to certain limitations and permitted liens.

The company may, on any one or more occasions, redeem all or a part of the 2027 Notes at specified redemption premiums, declining to par for any redemptions on or after November 1, 2025.

The indenture contains covenants that limit the ability of the company and its restricted subsidiaries to, among other things:

The liens securing the 2031 Notes on certain Asset Based Lending (ABL) collateral are subordinated to the liens on ABL collateral in favor of the ABL secured parties, subject to certain limitations and permitted liens.

The company may, at its option, redeem some or all of the 2031 Notes at any time on or after January 15, 2028, at a redemption price determined in accordance with the redemption schedule set forth in the indenture relating to the 2031 Notes, plus accrued and unpaid interest, if any.

Prior to January 15, 2028, the company may, at its option, redeem some or all of the 2031 Notes at any time, at a price equal to 100 % of the principal amount of the 2031 Notes redeemed plus a “make-whole” premium, plus accrued and unpaid interest, if any.

The company may also redeem, at its option, up to 40 % of the 2031 Notes at any time prior to January 15, 2028, using the proceeds of certain equity offerings at a redemption price of 110.625 % of the principal amount thereof, plus accrued and unpaid interest, if any.

On or after January 15, 2028, the company may, on any one or more occasions, redeem all or part of the 2031 Notes at specified redemption premiums, declining to par for any redemptions on or after January 15, 2030.

Prior to January 15, 2028, the company may redeem up to 10 % of the aggregate principal amount of the 2031 Notes during each calendar year, commencing in 2025, at a purchase price equal to 103 % of the principal amount of the 2031 Notes, plus accrued and unpaid interest, if any.

The indenture relating to the 2031 Notes contains covenants that limit the ability of the company and its restricted subsidiaries (as defined therein) to, among other things:

(i) incur additional indebtedness and guarantee indebtedness;

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(iii) prepay, redeem or repurchase certain debt;

(iv) issue certain preferred stock or similar equity securities;

(v) make loans and investments;

(vi) sell assets;

(vii) create or incur liens;

(viii) enter into transactions with affiliates;

(ix) enter into agreements restricting its subsidiaries’ ability to pay dividends;

and (x) consolidate, merge or sell all or substantially all of its assets.

(iv) make loans and investments (including investments by the company and the Subsidiary Guarantors in subsidiaries that are not guarantors);

(v) sell assets;

(vi) create or incur liens;

(vii) enter into transactions with affiliates;

(viii) enter into agreements restricting its subsidiaries’ ability to pay dividends;

and (ix) consolidate, merge or sell all or substantially all of its assets.

These covenants are subject to several important limitations and exceptions.

If the company experiences certain kinds of changes of control (as defined in the indenture), it will be required to offer to repurchase the 2027 Notes at 101 % of the principal amount of the 2027 Notes, plus accrued and unpaid interest as of the repurchase date, if any.

In addition, if the company sells assets under certain circumstances, it must apply the proceeds towards an offer to repurchase the 2027 Notes at a price equal to par plus accrued and unpaid interest, if any.

If the company experiences certain kinds of changes of control (as defined in the indenture), it must offer to purchase the 2031 Notes at 101 % of the principal amount of the 2031 Notes, plus accrued and unpaid interest, if any.

In addition, if the company sells assets under certain circumstances, it must apply the proceeds of such sales towards an offer to repurchase the 2031 Notes at a price equal to par plus accrued and unpaid interest, if any.

The indenture also provides for events of default, which, if any of them occur, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding 2031 Notes to be due and payable immediately.

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Amortization of issuance costs 1.3

Senior Secured Notes due 2027

As of December 31, 2024, the company had $ 485.0 million aggregate principal amount outstanding of the 2027 Notes.

Interest on the 2027 Notes was payable semi-annually on May 1 and November 1.

On June 11, 2025, the company commenced the Tender Offer.

The purchase price offered per $1,000 principal amount of 2027 Notes pursuant to the Tender Offer was $ 1,006.25 , which included an early tender premium of $ 30.00 per $1,000 principal amount of 2027 Notes.

Concurrent with the closing of the issuance of the 2031 Notes, the company paid an aggregate amount of $ 488.6 million, including $ 3.0 million of early tender premium and $ 5.5 million of accrued interest and other expenses through June 27, 2025, to purchase $ 480.1 million of aggregate principal amount outstanding of the 2027 Notes tender in the Tender Offer.

On June 27, 2025, the company satisfied and discharged the indenture relating to the 2027 Notes, issued a notice of redemption for its remaining outstanding principal amount, and deposited U.S.

government securities with the trustee of the 2027 Notes to cover the remaining outstanding aggregate principal amount of $ 4.9 million, plus accrued but unpaid interest on the 2027 Notes to be redeemed to, but not including, the redemption date.

As a result of the satisfaction and discharge, the indenture relating to the 2027 Notes ceased to be of further effect except as to rights of registration of transfer or exchange of 2027 Notes which survive until all 2027 Notes have been canceled and the rights, protections and immunities of the trustee, as expressly provided for in the indenture relating to the 2027 Notes.

The satisfaction and discharge of the 2027 Notes resulted in a loss on debt extinguishment of $ 7.0 million in 2025, reported in other (expense), net in the company’s consolidated statements of income (loss), which included $ 4.0 million in unamortized debt issuance costs write-off and other expenses and an early tender premium of $ 3.0 million paid to repurchase a portion of the 2027 Notes.

Interest expense related to the 2027 Notes is comprised of the following:

Year ended December 31, 2025 2024 2023

Contractual interest coupon $ 16.3 $ 33.3 $ 33.3

Amortization of issuance costs 0.6 1.2 1.2

Total $ 16.9 $ 34.5 $ 34.5

Asset Based Lending (ABL) Credit Facility

The company has a secured revolving credit facility (the Amended and Restated ABL Credit Facility), which was amended in October 2024 (the Amendment).

Among other things, the Amendment extended the maturity from October 29, 2025 to October 29, 2027 and reduced the aggregate amount of loans and letters of credit available under the Amended and Restated ABL Credit Facility to $ 125.0 million (with a limit on letters of credit of $ 40.0 million), with an accordion feature provision allowing for the aggregate amount available to be increased up to $ 155.0 million upon the satisfaction of certain specified conditions.

Concurrently with the issuance of the 2031 Notes, the company entered into an amendment of the company’s secured revolving credit facility (the Amended and Restated ABL Credit Facility) that extended the maturity date from October 2027 to June 2030 and modified certain other terms and covenants.

The secured revolving credit facility continues to provide for revolving loans and letters of credit up to an aggregate amount of $ 125.0 million (with a limit on letters of credit of $ 40.0 million), with an uncommitted accordion feature allowing for the aggregate amount available to be increased up to $ 155.0 million upon the satisfaction of certain specified conditions.

Availability under the credit facility is subject to a borrowing base calculated by reference to the company’s receivables.

At December 31, 2024, the company had no borrowings and no letters of credit outstanding.

Availability under the credit facility was $ 117.1 million.

The Amended and Restated ABL Credit Facility is subject to a springing maturity, under which the Amended and Restated ABL Credit Facility will immediately mature 91 days prior to the maturity date of the 2027 Notes or any date on which contributions to pension funds in the United States in an amount in excess of $ 100.0 million are required to be paid unless the company is able to meet certain conditions, including that the company has the liquidity (as defined in the Amended and Restated ABL Credit Facility) to cash settle the amount the remaining outstanding balance of the 2027 Notes or the amount of such pension payments, as applicable, no default or event of default has occurred under the Amended and Restated ABL Credit Facility, the company’s liquidity is above $ 130.0 million and the company is in compliance with the then applicable fixed charge coverage ratio on a pro forma basis.

The Amended and Restated ABL Credit Facility is guaranteed by the subsidiary guarantors and any future material domestic subsidiaries.

At December 31, 2025, the company had no borrowings and $ 13.5 million of letters of credit outstanding.

Availability under the credit facility was $ 92.2 million, net of letters of credit issued.

The Amended and Restated ABL Credit Facility is subject to a springing maturity, under which the Amended and Restated ABL Credit Facility will immediately mature 91 days prior to any date on which contributions to pension funds in the United States in an amount in excess of $ 100.0 million are required to be paid unless the company is able to meet certain conditions, including that the company has the liquidity (as defined in the Amended and Restated ABL Credit Facility) to cash settle the amount of such pension payments, as applicable, no default or event of default has occurred under the Amended and Restated ABL Credit Facility, the company’s liquidity is above $ 130.0 million and the company is in compliance with the then applicable fixed charge coverage ratio on a pro forma basis.

The Amended and Restated ABL Credit Facility is guaranteed by Unisys Holding Corporation, Unisys NPL, Inc.

and Unisys AP Investment Company I, each of which is a U.S.

corporation that is directly or indirectly owned by the company (the subsidiary guarantors) and any future material domestic subsidiaries.

The facility is secured by the assets of the company and the subsidiary guarantors, other than certain excluded assets, under a security agreement entered into by the company and the subsidiary guarantors in favor of Bank of America, N.A., as agent for the lenders under the credit facility.

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Payrolls and commissions $ 118.0 $ 135.1

Income taxes 47.0 31.4

Taxes other than income taxes 49.6 24.0

Accrued interest 38.1 5.6

Income taxes 31.8 47.0

Cost reduction 24.8 13.0

Accrued vacations 22.6 21.5

Operating leases 16.0 15.0

Cost reduction 13.0 9.4

Pension and postretirement

Accrued interest 5.6 5.8

Other 23.0 43.8

Total other accrued liabilities $ 333.5 $ 314.7

Note 16 — Litigation and contingencies

The company is involved in a wide range of lawsuits, claims, investigations and proceedings, which arise in the ordinary course of business, including actions with respect to commercial and government contracts, labor and employment, employee benefits, environmental matters, intellectual property and non-income tax matters.

Further, given the rapidly evolving external landscape of cybersecurity, privacy and data protection laws, regulations, threat actors, and heightened client expectations and demands, the company and its clients have been and will continue to be subject to actions or proceedings in various jurisdictions.

These matters can involve a number of different parties, including competitors, clients, current or former employees, government and regulatory agencies, stockholders and representatives of the locations in which the company does business.

Many of these matters are also highly complex and may seek recovery on behalf of a class or similarly large number of plaintiffs.

It is therefore inherently difficult to predict the size or scope of potential future losses arising from these matters.

The company records a provision for these matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated and a gain contingency when the award or recovery is realized or realizable.

Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable.

Because of uncertainties related to these matters, accruals are based only on the best information available at the time.

Any provisions are reviewed at least quarterly and are adjusted to reflect the impact and status of settlements, rulings, advice of counsel and other information and events pertinent to a particular matter.

These adjustments could have a material impact on our results of operations and financial position.

The company intends to defend itself vigorously with respect to any legal matters.

Based on its experience, the company also believes that the damage amounts claimed against it in the matters disclosed below are not a meaningful indicator of the company’s potential liability.

Legal proceedings are inherently unpredictable and unfavorable resolutions have and could occur.

Whether any losses, damages or remedies finally determined in any claim, suit, investigation or proceeding could reasonably have a material effect on the company’s business, financial condition, results of operations or cash flows will depend on a number of variables, including:

the timing and amount of such losses or damages;

the structure and type of any such remedies;

the significance of the impact any such losses, damages or remedies may have in the company’s consolidated financial statements;

and the unique facts and circumstances of the particular matter that may give rise to additional factors.

Accordingly, it is possible that an adverse outcome from such matters could be material to the company’s financial condition, results of operations and cash flows in any particular reporting period.

Notwithstanding that the ultimate results of the lawsuits, claims, investigations and proceedings that have been brought or asserted against the company are not currently determinable, the company believes that at December 31, 2025, it has adequate provisions for any such matters.

The following is a summary of the more significant legal proceedings involving the company.

The company’s Brazilian operations, along with those of many other companies doing business in Brazil, are involved in various litigation matters, including numerous governmental assessments related to indirect and other taxes, as well as disputes associated with former employees and contract labor.

The tax-related matters pertain to value-added taxes, customs, duties, sales and other non-income-related tax exposures.

The labor-related matters include claims related to compensation.

The company believes that appropriate accruals have been established for such matters based on information currently available.

December 31, 2025, excluding those matters that have been assessed by management as being remote as to the likelihood of ultimately resulting in a loss, the amount related to unreserved tax-related matters, inclusive of any related interest, is estimated to be approximately $ 96 million.

On December 3, 2024, Unisys reached a settlement in the case of Unisys Corp.

Gilbert, et al.

pending in the Eastern District of Pennsylvania.

The litigation sought damages from Atos, a competitor, and former employees, alleging theft of Unisys trade secrets and confidential information.

This settlement for $ 40 million allowed the company to avoid the costs and uncertainties associated with prolonged litigation and reinforces the value of Unisys’s intellectual property.

The company received payment of $ 15 million as of December 31, 2024 and the remaining amount of $ 25 million was received in 2025.

The company believes that this settlement was in the best interest of its stockholders and resolved the ongoing litigation in a favorable manner.

With respect to the specific legal proceedings and claims described above, except as otherwise noted, either (i) the amount or range of possible losses in excess of amounts accrued, if any, is not reasonably estimable or (ii) the company believes that the amount or range of possible losses in excess of amounts accrued that are estimable would not be material.

Nonetheless, the company is unable to predict the outcome from such matters and it is possible that an adverse result could be material to the company’s financial conditions, results of operations and cash flows.

Environmental Matters

The company has an estimated environmental liability for a site that its predecessor company previously operated.

As of December 31, 2025, the related liability totaled approximately $ 18 million, of which $ 4 million is reported in other accrued liabilities and $ 14 million in other long-term liabilities on the company’s consolidated balance sheets.

As of December 31, 2024, the related liability totaled approximately $ 24 million, of which $ 8 million is reported in other accrued liabilities and $ 16 million in other long-term liabilities on the company’s consolidated balance sheets.

Additionally, the company has an agreement related to this site, which provides for a partial reimbursement of certain costs when all cleanup work has been approved and finalized.

As of December 31, 2025, the company expects to recover approximately $ 33 million, which is included in other long-term assets on the company’s consolidated balance sheets.

As the company continues to perform investigation activities and if events and circumstances change, the company may incur future additional costs, which could have a material impact on the company’s results of operations, financial condition and cash flows.

Note 15 — Employee plans

Stock plans Under stockholder approved stock-based plans, stock options, stock appreciation rights, restricted stock and restricted stock units may be granted to officers, directors and other key employees.

Stock plans Under stockholder approved stock-based plans, stock options, stock appreciation rights, restricted stock and RSUs may be granted to officers, directors and other key employees.

At December 31, 2025, 8.1 million shares of unissued common stock of the company were available for granting under these plans.

As of December 31, 2024, the company has granted restricted stock and restricted stock units under these plans.

As of December 31, 2025, the company has granted restricted stock and RSUs under these plans.

The company recognizes compensation cost, net of a forfeiture rate, in selling, general and administrative expense, and recognizes compensation cost only for those awards expected to vest.

The company estimates the forfeiture rate based on its historical experience and its expectations about future forfeitures.

During the years ended December 31, 2024, 2023 and 2022, the company recorded $ 21.2 million, $ 17.2 million and $ 20.0 million of share-based restricted stock and restricted stock unit compensation expense, respectively.

Restricted stock and restricted stock unit awards may contain time-based units, performance-based units, total shareholder return market-based units, or a combination of these units.

During the years ended December 31, 2025, 2024 and 2023, the company recorded $ 15.0 million, $ 21.2 million and $ 17.2 million of share-based restricted stock and RSU compensation expense, respectively.

Restricted stock and RSU awards may contain time-based units, performance-based units, total shareholder return market-based units, or a combination of these units.

Each performance-based and market-based unit will vest into zero to two shares depending on the degree to which the performance or market conditions are met.

Compensation expense for performance-based awards is recognized as expense ratably for each installment from the date of grant until the date the restrictions lapse and is based on the fair market value at the date of grant and the probability of achievement of the specific performance-related goals.

Compensation expense for market-based awards is recognized as expense ratably over the measurement period, regardless of the actual level of achievement, provided the service requirement is met.

Restricted stock unit grants for the company’s directors vest upon award and compensation expense for such awards is recognized upon grant.

A summary of restricted stock and restricted stock unit (RSU) activity for the year ended December 31, 2024 follows (shares in thousands):

Compensation expense for market-related awards is recognized as expense ratably over the measurement period, regardless of the actual level of achievement, provided the service requirement is met.

RSU grants for the company’s directors vest upon award and compensation expense for such awards is recognized upon grant.

A summary of restricted stock and RSU activity for the year ended December 31, 2025 follows (shares in thousands):

Restricted Stock and RSU Weighted-Average Grant-Date Fair Value

Outstanding at December 31, 2024 5,705 $ 6.26

Granted 2,794 6.53

Vested ( 2,448 ) 6.41

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Outstanding at December 31, 2025 6,470 4.77

The aggregate weighted-average grant-date fair value of restricted stock and restricted stock units granted during the years ended December 31, 2024, 2023 and 2022 was $ 19.3 million, $ 17.1 million and $ 27.0 million, respectively.

The fair value of restricted stock and restricted stock units with time and performance conditions is determined based on the trading price of the company’s common shares on the date of grant.

(i) Awards granted in 2025 were time-based conditions awards.

The aggregate weighted-average grant-date fair value of restricted stock and RSUs granted during the years ended December 31, 2025, 2024 and 2023 was $ 16.1 million, $ 19.3 million and $ 17.1 million, respectively.

The fair value of awards with time and performance conditions is determined based on the trading price of the company’s common shares on the date of grant.

The fair value of awards with market conditions is estimated using a Monte Carlo simulation with the following weighted-average assumptions.

Year ended December 31, 2024 2023

Weighted-average fair value of grant $ 8.17 $ 7.32

Risk-free interest rate (i)

4.46 % 4.51 %

Expected volatility (ii)

76.28 % 63.63 %

Expected life of restricted stock units in years (iii)

Expected dividend yield — % — %

Represents the continuously compounded semi-annual zero-coupon U.S.

treasury rate commensurate with the remaining performance period.

Based on historical volatility for the company that is commensurate with the length of the performance period.

Represents the remaining life of the longest performance period.

As of December 31, 2024, there was $ 14.3 million of total unrecognized compensation cost related to outstanding restricted stock and restricted stock units granted under the company’s plans.

As of December 31, 2025, there was $ 13.3 million of total unrecognized compensation cost related to outstanding restricted stock and RSUs granted under the company’s plans.

That cost is expected to be recognized over a weighted-average period of 1.9 years.

The aggregate weighted-average grant-date fair value of restricted stock and restricted stock units vested during the years ended December 31, 2024, 2023 and 2022 was $ 18.5 million, $ 9.1 million and $ 17.4 million, respectively.

Common stock issued upon lapse of restrictions on restricted stock and restricted stock units are newly issued shares.

In light of its tax position, the company is currently not recognizing any tax benefits from the issuance of stock upon lapse of restrictions on restricted stock and restricted stock units.

The aggregate weighted-average grant-date fair value of restricted stock and RSUs vested during the years ended December 31, 2025, 2024 and 2023 was $ 15.7 million, $ 18.5 million and $ 9.1 million, respectively.

Common stock issued upon the lapse of restrictions on restricted stock and RSUs are newly issued shares.

In light of its tax position, the company is currently not recognizing any tax benefits from the issuance of stock upon lapse of restrictions on restricted stock and RSUs.

Defined contribution and compensation plans U.S.

1 unchanged sentence

Under this plan, employees may contribute a percentage of their pay for investment in various investment alternatives.

The company matches 50 percent of the first 6 percent of eligible pay contributed by participants to the plan on a before-tax basis (subject to IRS limits).

Effective January 1, 2025, for participants with one year of service, the company matches 100 % of the first 3 %, plus 50 % of the next 2 % eligible pay contributed by the participants on a pretax basis (subject to IRS limits).

In 2024 and 2023, the company matched 50 percent of the first 6 percent of eligible pay contributed by participants to the plan on a before-tax basis (subject to IRS limits).

The company funds the match with cash.

The charge related to the company match for the years ended December 31, 2025, 2024 and 2023, was $ 8.2 million, $ 6.9 million and $ 6.6 million, respectively.

The company has defined contribution plans in certain locations outside the United States.

The company has defined contribution plans in certain locations outside the U.S.

The charge related to these plans was $ 18.2 million, $ 18.2 million and $ 16.9 million, for the years ended December 31, 2025, 2024 and 2023, respectively.

14 unchanged sentences

qualified defined benefit pension plans in 2024 and 2023.

In September 2025, the company purchased a group annuity contract, with plan assets, for approximately $ 316 million to transfer projected benefit obligations related to approximately 3,150 retirees of one of the company’s U.S.

defined benefit pension plans.

This action resulted in a pre-tax settlement loss of $ 227.7 million for the year ended December 31, 2025.

In March 2024, the company purchased a group annuity contract, with plan assets, for approximately $ 192 million to transfer projected benefit obligations related to approximately 3,800 retirees of one of the company’s U.S defined benefit pension plans.

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Actual return on plan assets 123.6 ( 32.1 ) 64.3 ( 68.6 )

Employer contribution 5.6 5.8 16.3 36.6

Employer contribution (i)

314.5 5.6 29.2 16.3

Plan participants’ contributions — — 1.2 1.2

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Accumulated benefit obligation $ 1,582.4 $ 1,940.5 $ 1,587.2 $ 1,511.3

(i) In 2025, the company made a discretionary contribution of $ 250 million to its U.S.

defined benefit pension plans.

The discretionary contribution was funded with approximately $ 200 million from the net proceeds of the 2031 Notes, and $ 50 million from cash on hand.

Information for defined benefit retirement plans with an accumulated benefit obligation in excess of plan assets follows:

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(i) Service cost is reported in selling, general and administrative expenses.

All other components of net periodic pension expense (income) are reported in other (expense) , net in the consolidated statements of income (loss).

All other components of net periodic pension expense (income) are reported in other (expense) , net in the company’s consolidated statements of income (loss).

Management’s significant assumption used in the determination of the defined benefit pension plan obligations with respect to the U.S.

pension plans, is the discount rate.

Weighted-average assumptions used to determine net periodic pension expense (income) are as follows:

Weighted-average assumptions used to determine net periodic pension expense (income) were as follows:

Plans International Plans

2 unchanged sentences

Expected long-term rate of return on assets 7.00 % 7.00 % 7.10 % 5.32 % 4.82 % 4.44 %

Weighted-average assumptions used to determine benefit obligations at December 31 are as follows:

Weighted-average assumptions used to determine benefit obligations at December 31 were as follows:

Discount rate 5.73 % 6.09 % 5.70 % 5.08 % 5.10 % 4.24 %

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Rebalancing will occur toward the target allocation, with due consideration given to the liquidity of the investments and transaction costs.

The objectives of the company’s investment strategies are as follows:

(a) to provide a total return that, over the long term, increases the ratio of plan assets to liabilities by maximizing investment return on assets, at a level of risk deemed appropriate, (b) to maximize return on assets by investing in equity securities in the U.S.

and for international plans by investing in appropriate asset classes, subject to the constraints of each plan’s asset allocation targets, as discussed above, design and local regulations, (c) to diversify investments within asset classes to reduce the impact of losses in single investments, and (d) for the U.S.

plans to invest in compliance with the Employee Retirement Income Security Act of 1974 (ERISA), as amended and any subsequent applicable regulations and laws, and for international plans to invest in a prudent manner in compliance with local applicable regulations and laws.

plans the investment strategy is designed to (a) mitigate funded‑status volatility by implementing an asset allocation framework that ensures asset performance remains closely aligned with movements in plan liabilities and (b) invest in compliance with the Employee Retirement Income Security Act of 1974 (ERISA), as amended and any subsequent applicable regulations and laws.

For international plans, the objectives of the company’s investment strategy are to:

(a) generate long‑term returns that improve the ratio of plan assets to liabilities within an appropriate risk level;

(b) invest in asset classes aligned with each plan’s allocation targets, design, and local regulations;

and (d) invest in compliance with all applicable local laws and regulations.

The company sets the expected long-term rate of return based on the expected long-term return of the various asset categories in which it invests.

The company considered the current expectations for future returns and the actual historical returns of each asset class.

Also, since the company’s investment policy is to actively manage certain asset classes where the potential exists to outperform the broader market, the expected returns for those asset classes were adjusted to reflect the expected additional returns.

In 2025, the company expects to make cash contributions of approximately $ 92 million to its U.S.

and international defined benefit pension plans.

In 2026, the company expects to make cash contributions of approximately $ 87 million, including approximately $ 47 million to the company’s U.S.

defined benefit pension plans and approximately $ 40 million primarily to the company’s international defined benefit pension plans.

As of December 31, 2025, the following benefit payments are expected to be paid from the defined benefit pension plans:

5 unchanged sentences

2030 151.4 109.2

Other postretirement benefits A reconciliation of the benefit obligation, fair value of the plan assets and the funded status of the postretirement benefit plans follows:

2031-2035 647.6 535.9

Other postretirement benefits Other postretirement benefits include retirees’ medical and life insurance benefits.

A reconciliation of the benefit obligation, fair value of the plan assets and the funded status of the postretirement benefit plans follows:

As of December 31, 2025 2024

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Plan participants’ contributions 0.2 0.2

Actuarial gain ( 0.8 ) ( 6.9 )

Amendments 2.1 —

Actuarial loss (gain) 2.7 ( 0.8 )

Benefits paid ( 1.6 ) ( 5.2 )

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Prior service cost

Net periodic postretirement benefit income includes the following components:

Net periodic postretirement benefit (income) cost follows:

Year ended December 31, 2025 2024 2023

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Recognized net actuarial gain ( 1.9 ) ( 3.0 ) ( 4.0 )

Net periodic benefit income $ ( 0.6 ) $ ( 2.8 ) $ ( 1.8 )

Net periodic benefit cost (income) $ 0.7 $ ( 0.6 ) $ ( 2.8 )

(i) Service cost is reported in selling, general and administrative expenses.

All other components of net periodic benefit income are reported in other (expense), net in the consolidated statements of income (loss).

Weighted-average assumptions used to determine net periodic postretirement benefit income are as follows:

All other components of net periodic benefit (income) cost are reported in other (expense), net in the company’s consolidated statements of income (loss).

Weighted-average assumptions used to determine net periodic postretirement benefit (income) were as follows:

Year ended December 31, 2025 2024 2023

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Expected return on plan assets 5.50 % 5.50 % 5.50 %

Weighted-average assumptions used to determine benefit obligation at December 31 are as follows:

Weighted-average assumptions used to determine benefit obligation at December 31 were as follows:

Year ended December 31, 2025 2024 2023

1 unchanged sentence

The company reviews its asset allocation periodically, taking into consideration plan liabilities, plan payment streams and then-current capital market assumptions.

The company sets the long-term expected return on asset assumption, based principally on the long-term expected return on debt securities.

The company sets the long-term expected return on asset assumption, based principally on

the long-term expected return on debt securities.

These return assumptions are based on a combination of current market conditions, capital market expectations of third-party investment advisors and actual historical returns of the asset classes.

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Year Expected

2031-2035 18.4

The following provides a description of the valuation methodologies and the levels of inputs used to measure fair value, and the general classification of investments in the company’s U.S.

and international defined benefit pension plans, and the company’s other postretirement benefit plan.

Level 1 – These investments include cash, common stocks, real estate investment trusts, exchange traded funds, futures and options and U.S.

government securities.

Level 1 – These investments include cash, common stocks, real estate investment trusts, exchange traded funds, futures and options and government securities.

These investments are valued using quoted prices in an active market.

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Debt Securities

Securities 230.7 230.7

Other Fixed Income 228.5 228.5

1 unchanged sentence

Commingled Funds 858.0 858.0 14.1 14.1

Real Estate Investment Trusts 34.9 34.9

Derivatives (i)

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Debt Securities

Securities 289.8 289.8

Government Securities

Other Fixed Income 145.4 145.4 246.0 246.0

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were not material to the consolidated financial statements for the year ended December 31, 2024.

(ii) Investments measured at fair value using NAV as a practical expedient have not been classified in the fair value hierarchy.

(iii) Investments measured at fair value using NAV as a practical expedient have not been classified in the fair value hierarchy.

The fair value amounts presented in this table for these investments are included to permit reconciliation of the fair value hierarchy to the total plan assets.

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Other 36.4 — Quarterly 90 days

96.8 — Monthly, Quarterly 5 - 90 days

66.0 — Quarterly 90 days

Private Real Estate (i)

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The investments can never be redeemed.

Note 18 — Litigation and contingencies

Further, given the rapidly evolving external landscape of cybersecurity, privacy and data protection laws, regulations and threat actors, the company and its clients have been and will continue to be subject to actions or proceedings in various jurisdictions.