Financial Analysis

Commitments and Contingencies In accordance with ASC 460, Guarantees , the Company recognizes the fair value for guarantee and indemnification arrangements it issues or modifies if these arrangements are within the scope of the interpretation. In addition, the Company must continue to monitor the conditions that are subject to the guarantees and indemnifications, as required under the previously existing generally accepted accounting principles, to identify if a loss has occurred. If the Company determines it is probable a loss has occurred, then any estimable loss would be recognized under those guarantees and indemnifications. Under its customer agreements, the Company may agree to indemnify, defend, and hold harmless its customers from and against certain losses, damages, and costs arising from claims alleging that the use of its software infringes the intellectual property of a third-party. Historically, the Company has not been required to pay material amounts in connection with claims asserted under these provisions, and accordingly, the Company has not recorded a liability relating to such provisions. Under its customer agreements, the Company also may represent and warrant to customers that its software will operate substantially in conformance with its documentation, and that the services the Company performs will be performed in a workmanlike manner by personnel reasonably qualified by experience and expertise to perform their assigned tasks. Historically, only mini …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"Debt As of December 31, 2025, the Company had $200.0 million and $622.5 million outstanding under its Revolving Credit Facility and Term Loans, respectively, with up to $398.1 million of unused borrowings under the Revolving Credit Facility portion of the Credit Agreement, as amended, and up to $1.9 million of unused borrowings under the Letter of Credit agreements. The amount of unused borrowings actually available varies in accordance with the terms of the agreement. Credit Agreement On February 26, 2024, ACI Worldwide, Inc. (the ""Company"") entered into a Refinance Amendment (the ""Amendment"") to the Second Amended and Restated Credit Agreement, dated as of April 5, 2019 (as amended, restated, supplemented or otherwise modified from time to time, including by the Amendment, the Credit Agreement) among the Company, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent and a lender, BofA Securities, Inc., PNC Capital Markets LLC, Wells Fargo Securities, LLC, and TD Securities (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners, and the other financial institutions party thereto. The Amendment (i) provides a senior secured term loan facility (the Term Loan Facility) in an aggregate principal amount of $500 million, (ii) provides a senior secured revolving credit facility (the Revolving Loan Facility and together with the Term Loan Facility, the Credit Facilities) of up to $ …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

"Stock-Based Compensation Plans Employee Stock Purchase Plan On April 6, 2017, the Board approved the 2017 Employee Stock Purchase Plan (2017 ESPP), which was approved by shareholders at the 2017 Annual Shareholder meeting. The 2017 ESPP provides employees with an opportunity to purchase shares of the Companys common stock. Under the Companys 2017 ESPP, a total of 3,000,000 shares of the Companys common stock have been reserved for issuance to eligible employees. Participating employees are permitted to designate up to the lesser of $25,000 or 10% of their annual base compensation for the purchase of common stock under the ESPP. Purchases under the ESPP are made one calendar month after the end of each fiscal quarter. The price for shares of common stock purchased under the ESPP is 85% of the stocks fair market value on the last business day of the three-month participation period. Additionally, the discount offered pursuant to the Companys ESPP discussed above is 15%, which exceeds the 5% non-compensatory guideline in ASC 718 and exceeds the Companys estimated cost of raising capital. Consequently, the entire 15% discount to employees is deemed to be compensatory for purposes of calculating expense using a fair value method. Compensation expense related to the ESPP was approximately $0.6 million for the year ended December 31, 2025, and $0.5 million for both the years ended December 31, 2024 and 2023. Stock Incentive Plans Active Plans 2020 Equity and Incentive Compensation …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Income Taxes On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted into U.S. tax law. OBBBA includes a broad range of tax reform provisions, such as the permanent extension of certain expiring provisions of the 2017 Tax Cuts and Jobs Act and modifications to the international tax framework. The enactment of OBBBA did not have a material impact on the Companys results of operations, financial position, or cash flows for the year. For financial reporting purposes, income (loss) before income taxes includes the following components (in thousands): Years Ended December 31, 2025 2024 2023 United States $ 6,302 $ 32,443 $ (8,342) Foreign 300,368 217,966 155,969 Total $ 306,670 $ 250,409 $ 147,627 The expense (benefit) for income taxes consists of the following (in thousands): Years Ended December 31, 2025 2024 2023 Federal Current $ 944 $ 10,062 $ (3,490) Deferred (348) (12,919) (6,306) Total 596 (2,857) (9,796) State Current 1,407 3,069 (2,327) Deferred 749 (2,390) 797 Total 2,156 679 (1,530) Foreign Current 76,718 47,290 36,020 Deferred 542 2,179 1,424 Total 77,260 49,469 37,444 Total $ 80,012 $ 47,291 $ 26,118 Differences between the income tax expense computed at the statutory federal income tax rate and per the consolidated statements of operations, after adoption of ASU 2023-09, are summarized as follows (in thousands): Year Ended December 31, 2025 Amount Percent U.S. federal statutory tax rate $ 64,401 21.00 % State and local income taxes, net of federal income …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Leases The Company has operating leases primarily for corporate offices and data centers. Excluding office leases, leases with an initial term of 12-months or less that do not include an option to purchase the underlying asset are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term. The Companys leases typically include certain renewal options to extend the leases for up to 25 years, some of which include options to terminate the leases within one year. The exercise of lease renewal options is at the Companys sole discretion. The Company combines lease and non-lease components of its leases and currently has no leases with options to purchase the leased property. Payments of maintenance and property tax costs paid by the Company are accounted for as variable lease cost, which are expensed as incurred. The Company has entered into an assignment and assumption of lease agreement with a third-party for one of its corporate offices. The third-party is responsible for making payments directly to the landlord and the related lease's initial term expires on September 30, 2031. During an initial period ending April 30, 2025, the Company was required to make a base rent contribution of less than $0.1 million per month to the third-party, with the third-party responsible for the entirety of the lease payments after that date. The components of lease cost are as follows (in thousands): Years Ended December 31, 2025 2024 2023 Opera …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Recently Issued Accounting Standards Not Yet Effective In November 2024, the FASB issued ASU 2024-03, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update will require entities to provide disaggregated disclosures of specific expense categories underlying certain income statement expense line items on an annual and interim basis. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and early application is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently assessing the impact that the adoption of ASU 2024-03 will have on its financial statement footnote disclosures. In July 2025, the FASB issued ASU 2025-05, Financial InstrumentsCredit Losses (Topic 326) , to simplify the estimation of expected credit losses for certain short-term receivables and contract assets arising from revenue transactions. The ASU introduces a practical expedient that allows entities to assume current economic conditions will persist through the reasonable and supportable forecast period for eligible assets. ASU 2025-05 is effective for annual periods beginning after December 15, 2025, with early adoption permitted. The Company does not expect the adoption of ASU 2025-05 to have a material impact on its financial statements or related disclosures. In September 2025, the FASB issu …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Employee Benefit Plans The Company offers various defined contribution plans for our U.S. and non-U.S. employees. Total defined contribution plan expense was $15.2 million, $13.2 million, and $12.8 million during the years ended December 31, 2025, 2024, and 2023, respectively. ACI 401(k) Plan The ACI 401(k) Plan is a defined contribution plan covering all domestic employees of the Company. Participants may contribute up to 75% of their annual eligible compensation up to a maximum of $23,500 (for employees who are under the age of 50 on December 31, 2025) or a maximum of $31,000 (for employees aged 50 to 59 and 64 or older on December 31, 2025). Employees turning age 60 to 63 in 2025 may contribute an additional catch up amount of $11,250. The Company matches 100% of the first 4% of eligible participant contributions and 50% of the next 4% of eligible participant contributions, not to exceed $7,500 per employee annually. Employees are eligible for the Company match immediately. Employees hired January 1, 2024, and after have a one year vesting schedule for the match. Company contributions charged to expense were $6.9 million, $6.2 million, and $5.0 million during the years ended December 31, 2025, 2024, and 2023, respectively. ACI Worldwide EMEA Group Personal Pension Scheme The ACI Worldwide EMEA Group Personal Pension Scheme is a defined contribution plan covering substantially all ACI Worldwide (EMEA) Limited (ACI-EMEA) employees. For those ACI-EMEA employees who elect to p …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

Revenue Revenue Recognition In accordance with ASC 606, Revenue From Contracts With Customers , revenue is recognized upon transfer of control of promised products and/or services to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products and services. Revenue is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities. Contract Combination. The Company may execute more than one contract or agreement with a single customer at or near the same time. The separate contracts or agreements may be viewed as one combined arrangement or separate agreements for revenue recognition purposes. In order to reach appropriate conclusions regarding whether such agreements should be combined, the Company evaluates whether the agreements were negotiated as a package with a single commercial objective, whether the amount of consideration to be paid in one agreement depends on the price and/or performance of another agreement, or whether the product(s) or services promised in the agreements represent a single performance obligation. The conclusions reached can impact the allocation of the transaction price to each performance obligation and the timing of revenue recognition related to those arrangements. Software as a Service (SaaS) and Platform as a Service (PaaS) Arrangements. The Companys SaaS-based and PaaS-based arrangements, including implementation, support and other servi …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

"Segment Information In 2025, the Company made a change in organizational structure to align with its strategic direction. As a result of this change, the Company reassessed its segment reporting structure due to changes in leadership structure and how the Company's chief operating decision maker (""CODM"") assesses the Company's performance and allocates resources. Beginning in the first quarter of 2025, the Company reported financial performance based on its new operating segments, Payment Software, which includes bank and merchant customers, and Biller. The Company continues to use Segment Adjusted EBITDA as a measure of segment profitability. The Companys Chief Executive Officer is also the chief operating decision maker. The CODM, together with other senior management personnel, focus their review on consolidated financial information and the allocation of resources based on operating results, including revenues and Segment Adjusted EBITDA, for each segment, separate from corporate operations. No operating segments have been aggregated to form the reportable segments. Payment Software. Payment Software drives payments orchestration for banks and merchants. ACI provides payment solutions to large and mid-sized banks globally for retail banking, digital, and other payment services. These solutions transform banks complex payment environments to speed time to market, reduce costs, and deliver a consistent experience to customers across channels while enabling them to preven …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Common Stock and Treasury Stock In 2005, the Board approved a stock repurchase program authorizing the Company, as market and business conditions warrant, to acquire its common stock and periodically authorizes additional funds for the program. In October 2025, the Board approved the repurchase of the Company's common stock of up to $500.0 million, in place of the remaining purchase amounts previously authorized. The Company repurchased 4,179,747 shares for $203.8 million under the program for the year ended December 31, 2025. Under the program to date, the Company has repurchased 67,047,584 shares for approximately $1.3 billion. As of December 31, 2025, the maximum remaining amount authorized for purchase under the stock repurchase program was $456.4 million. Subsequent to December 31, 2025, the Company has repurchased additional shares under the repurchase program. In 2006, the Company began to issue shares of treasury stock upon exercise of stock options, payment of earned performance shares (TSRs), vesting of RSUs, and for issuances of common stock pursuant to the Companys ESPP. Treasury shares issued by award type are as follows: Years Ended December 31, 2025 2024 2023 Stock options 432,070 334,242 343,093 TSRs 507,754 RSUs 1,176,271 1,020,408 666,026 ESPP 80,278 89,071 140,992 Total treasury shares issued 2,196,373 1,443,721 1,150,111 …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

"Debt As of September 30, 2025, the Company had $240.0 million and $633.1 million outstanding under its Revolving Credit Facility and Term Loans, respectively, with up to $358.1 million of unused borrowings under the Revolving Credit Facility portion of the Credit Agreement, as amended, and up to $1.9 million of unused borrowings under Letter of Credit agreements. The amount of unused borrowings actually available varies in accordance with the terms of the agreement. Credit Agreement On February 26, 2024, ACI Worldwide, Inc. (the Company) entered into a Refinance Amendment (the Amendment) to the Second Amended and Restated Credit Agreement, dated as of April 5, 2019 (as amended, restated, supplemented or otherwise modified from time to time, including by the Amendment, the Credit Agreement) among the Company, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent and a lender, BofA Securities, Inc., PNC Capital Markets LLC, Wells Fargo Securities, LLC, and TD Securities (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners, and the other financial institutions party thereto. The Amendment (i) provides a senior secured term loan facility (the Term Loan Facility) in an aggregate principal amount of $500 million, (ii) provides a senior secured revolving credit facility (the Revolving Loan Facility and together with the Term Loan Facility, the Credit Facilities) of up to $600 million …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

"Stock-Based Compensation Plans Employee Stock Purchase Plan Shares issued under the 2017 Employee Stock Purchase Plan during the nine months ended September 30, 2025 and 2024, totaled 59,163 and 71,181, respectively. Stock Options A summary of stock option activity is as follows: Number of Shares Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value of In-the-Money Options ($) Outstanding as of December 31, 2024 539,270 $ 18.65 Exercised (70,491) 17.89 Outstanding as of September 30, 2025 468,779 $ 18.76 0.77 $ 15,943,564 Exercisable as of September 30, 2025 468,779 $ 18.76 0.77 $ 15,943,564 The total intrinsic value of stock options exercised during the nine months ended September 30, 2025 and 2024, was $2.3 million and $2.4 million, respectively. There were no stock options granted during the nine months ended September 30, 2025 or 2024. Performance Share Awards During the nine months ended September 30, 2025, pursuant to the Company's 2020 Equity and Incentive Compensation Plan, the Company granted performance share awards with a total shareholder return component (""TSRs""). These performance share awards are earned, if at all, based upon achievement, over a specified period that must not be less than one year and is typically a three-year performance period. The awards have operating performance goals that include (i) adjusted EBITDA metrics and (ii) revenue growth rates as determined by the Company with a TSR …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Income Taxes For the three and nine months ended September 30, 2025, the Company's effective tax rate was 23% and 22%, respectively. The Company reported a tax charge on pretax income for both the three and nine months ended September 30, 2025, with foreign entities recognizing earnings of $131.9 million and $231.1 million, respectively. For the three and nine months ended September 30, 2024, the Company's effective tax rate was 24% and 25%, respectively. The Company reported a tax charge on pretax income for both the three and nine months ended September 30, 2024, with foreign entities recognizing earnings of $107.6 million and $148.1 million, respectively. The Companys effective tax rate could fluctuate on a quarterly basis due to the occurrence of significant and unusual or infrequent items, such as vesting of stock-based compensation or foreign currency gains and losses. The Companys effective tax rate could also fluctuate due to changes in the valuation of its deferred tax assets or liabilities, or by changes in tax laws, regulations, accounting principles, or interpretations thereof. In addition, the Company is occasionally subject to examination of its income tax returns by tax authorities in the jurisdictions in which it operates. The Company regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of its provision for income taxes. As of both September 30, 2025, and December 31, 2024, the amount of unrecognized …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Recently Issued Accounting Standards Not Yet Effective In November 2024, the FASB issued ASU 2024-03, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update will require entities to provide disaggregated disclosures of specific expense categories underlying certain income statement expense line items on an annual and interim basis. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and early application is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently assessing the impact that the adoption of ASU 2024-03 will have on its financial statement footnote disclosures. In July 2025, the FASB issued ASU 2025-05, Financial InstrumentsCredit Losses (Topic 326) , to simplify the estimation of expected credit losses for certain short-term receivables and contract assets arising from revenue transactions. The ASU introduces a practical expedient that allows entities to assume current economic conditions will persist through the reasonable and supportable forecast period for eligible assets. ASU 2025-05 is effective for annual periods beginning after December 15, 2025, with early adoption permitted. The Company does not expect the adoption of ASU 2025-05 to have a material impact on its condensed consolidated financial statements or related disclosures. In Septem …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

"Revenue In accordance with ASC 606, Revenue From Contracts With Customers , revenue is recognized upon transfer of control of promised products and/or services to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products and services. Revenue is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities. See Note 9, Segment Information, for additional information, including disaggregation of revenue based on primary solution category. Total receivables represent amounts billed and amounts earned that are to be billed in the future (i.e., accrued receivables). Included in accrued receivables are services, software as a service (""SaaS""), and platform as a service (""PaaS"") revenues earned in the current period but billed in the following period, and amounts due under multi-year software license arrangements with extended payment terms for which the Company has an unconditional right to invoice and receive payment subsequent to invoicing. Total receivables, net is comprised of the following (in thousands): September 30, 2025 December 31, 2024 Billed receivables $ 226,632 $ 198,486 Allowance for credit losses (1,588) (1,758) Billed receivables, net 225,044 196,728 Current accrued receivables, net 235,482 217,671 Long-term accrued receivables, net 363,064 360,079 Total accrued receivables, net 598,546 577,750 Total receivables, net $ 823,590 $ 774,478 No customer a …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

"Segment Information In 2025, the Company made a change in organizational structure to align with its strategic direction. As a result of this change, the Company reassessed its segment reporting structure due to changes in leadership structure and how the Company's chief operating decision maker (""CODM"") assesses the Company's performance and allocates resources. Beginning in the first quarter of 2025, the Company reported financial performance based on its new operating segments, Payment Software, which includes bank and merchant customers, and Biller. The Company continues to use Segment Adjusted EBITDA as a measure of segment profitability. The Companys Chief Executive Officer is also the chief operating decision maker. The CODM, together with other senior management personnel, focus their review on consolidated financial information and the allocation of resources based on operating results, including revenues and Segment Adjusted EBITDA, for each segment, separate from corporate operations. No operating segments have been aggregated to form the reportable segments. Payment Software. Payment Software drives payments orchestration for banks and merchants. ACI provides payment solutions to large and mid-size banks globally for retail banking, digital, and other payment services. These solutions transform banks complex payment environments to speed time to market, reduce costs, and deliver a consistent experience to customers across channels while enabling them to prevent …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Common Stock and Treasury Stock In 2005, the board approved a stock repurchase program authorizing the Company, as market and business conditions warrant, to acquire its common stock and periodically authorize additional funds for the program. In June 2024, the board approved the repurchase of the Company's common stock of up to $400.0 million, in place of the remaining purchase amounts previously authorized. The Company repurchased 3,073,321 shares for $151.0 million during the nine months ended September 30, 2025. Under the program to date, the Company has repurchased 65,941,158 shares for approximately $1.2 billion. As of September 30, 2025, the maximum remaining amount authorized for purchase under the stock repurchase program was $207.1 million. Subsequent to September 30, 2025, the Company has repurchased additional shares under the repurchase program. On October 31, 2025, the Board of Directors approved $500.0 million for the stock repurchase program in place of the remaining purchase amounts previously authorized.

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