PART I FINANCIAL INFORMATION [Financial Statements](index=7&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents the unaudited consolidated financial statements for Constellation Energy Corporation (CEG Parent) and Constellation Energy Generation, LLC for the quarterly period ended June 30, 2025, including statements of operations, cash flows, balance sheets, and changes in equity, along with combined notes detailing accounting policies and disclosures [Constellation Energy Corporation Financial Statements](index=8&type=section&id=Constellation%20Energy%20Corporation%20Financial%20Statements) For the six months ended June 30, 2025, Constellation Energy Corporation reported operating revenues of $12,889 million and net income attributable to common shareholders of $957 million, or $3.05 per diluted share, with total assets at $53,038 million and net cash from operating activities as a source of $1,584 million Constellation Energy Corporation - Consolidated Statement of Operations Highlights | Metric | Three Months Ended June 30, 2025 (Millions USD) | Three Months Ended June 30, 2024 (Millions USD) | Six Months Ended June 30, 2025 (Millions USD) | Six Months Ended June 30, 2024 (Millions USD) | | :--- | :--- | :--- | :--- | :--- | | **Operating Revenues** | $6,101 Millions | $5,475 Millions | $12,889 Millions | $11,637 Millions | | **Operating Income** | $951 Millions | $1,100 Millions | $1,402 Millions | $1,913 Millions | | **Net Income Attributable to Common Shareholders** | $839 Millions | $814 Millions | $957 Millions | $1,697 Millions | | **Diluted EPS** | $2.67 (USD) | $2.58 (USD) | $3.05 (USD) | $5.35 (USD) | Constellation Energy Corporation - Consolidated Cash Flow Highlights (Six Months Ended June 30) | Cash Flow Activity | 2025 (Millions USD) | 2024 (Millions USD) | | :--- | :--- | :--- | | **Net Cash from Operating Activities** | $1,584 Millions | ($1,336 Millions) | | **Net Cash from Investing Activities** | ($1,758 Millions) | $2,650 Millions | | **Net Cash from Financing Activities** | ($893 Millions) | ($1,385 Millions) | | **Increase (Decrease) in Cash** | ($1,067 Millions) | ($71 Millions) | Constellation Energy Corporation - Consolidated Balance Sheet Highlights | Metric | June 30, 2025 (Millions USD) | December 31, 2024 (Millions USD) | | :--- | :--- | :--- | | **Total Current Assets** | $9,233 Millions | $10,776 Millions | | **Total Assets** | $53,038 Millions | $52,926 Millions | | **Total Current Liabilities** | $6,256 Millions | $6,846 Millions | | **Total Liabilities** | $39,235 Millions | $39,387 Millions | | **Total Shareholders' Equity** | $13,446 Millions | $13,166 Millions | [Constellation Energy Generation, LLC Financial Statements](index=13&type=section&id=Constellation%20Energy%20Generation%2C%20LLC%20Financial%20Statements) Constellation Energy Generation, LLC's operating financial results mirror its parent company, reporting $12,889 million in operating revenues and $962 million in net income for the six months ended June 30, 2025, with total assets of $52,994 million, while financing activities and equity structure reflect its subsidiary status Constellation Energy Generation, LLC - Consolidated Statement of Operations Highlights | Metric | Three Months Ended June 30, 2025 (Millions USD) | Three Months Ended June 30, 2024 (Millions USD) | Six Months Ended June 30, 2025 (Millions USD) | Six Months Ended June 30, 2024 (Millions USD) | | :--- | :--- | :--- | :--- | :--- | | **Operating Revenues** | $6,101 Millions | $5,475 Millions | $12,889 Millions | $11,637 Millions | | **Operating Income** | $951 Millions | $1,100 Millions | $1,402 Millions | $1,913 Millions | | **Net Income Attributable to Membership Interest** | $839 Millions | $814 Millions | $957 Millions | $1,697 Millions | Constellation Energy Generation, LLC - Consolidated Cash Flow Highlights (Six Months Ended June 30) | Cash Flow Activity | 2025 (Millions USD) | 2024 (Millions USD) | | :--- | :--- | :--- | | **Net Cash from Operating Activities** | $1,502 Millions | ($1,350 Millions) | | **Net Cash from Investing Activities** | ($1,758 Millions) | $2,650 Millions | | **Net Cash from Financing Activities** | ($819 Millions) | ($1,368 Millions) | | **Distributions to member** | ($793 Millions) | ($1,220 Millions) | [Combined Notes to Consolidated Financial Statements](index=18&type=section&id=Combined%20Notes%20to%20Consolidated%20Financial%20Statements) These notes detail accounting policies and financial figures, covering the proposed Calpine acquisition, revenue recognition, segment performance, nuclear Production Tax Credit (PTC) impact, changes to the accounts receivable financing facility, derivative usage, debt, credit facilities, and the share repurchase program - The company entered into an agreement to acquire Calpine Corporation in a cash and stock transaction, which includes assuming **approximately $12.7 billion** of Calpine's debt. Regulatory approvals from PUCT, NYPSC, and FERC were received in June and July 2025[47](index=47&type=chunk)[48](index=48&type=chunk) - For the June 2025 through May 2026 planning year, the company recognized **$201 million** of revenue for Zero Emission Credits (ZECs) delivered in prior years, with payment expected in Q3 2026[57](index=57&type=chunk) - The company's nuclear units are eligible for a Production Tax Credit (PTC) through 2032. For the six months ended June 30, 2025, the company recognized an estimated nuclear PTC benefit of **approximately $45 million** in Operating revenues, down from **$712 million** in the same period of 2024[71](index=71&type=chunk)[72](index=72&type=chunk) - In December 2024, the company amended its accounts receivable financing facility, increasing its size to **$1.5 billion** and extending the maturity to December 2027. The structure changed from selling receivables to a secured revolving loan facility[143](index=143&type=chunk) - The company's Board of Directors has authorized a **$3 billion** share repurchase program. As of June 30, 2025, **approximately $540 million** of authority remained. In June 2025, the company initiated a **$404 million** Accelerated Share Repurchase (ASR) agreement[180](index=180&type=chunk)[183](index=183&type=chunk) - In July 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law, which preserves key federal tax credits from the IRA, including the 45U nuclear PTC through 2032 and 45Y for new nuclear projects through 2035, reinforcing the long-term economic viability of the company's nuclear assets[216](index=216&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=48&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This MD&A provides management's perspective on financial condition and operations, highlighting legislative support for nuclear energy, a 20-year PPA with Meta, and the strategic Calpine acquisition, while detailing performance drivers, liquidity, capital resources, and credit matters [Executive Overview, Significant Transactions and Developments, and Other Key Business Drivers](index=48&type=section&id=Executive%20Overview%2C%20Significant%20Transactions%20and%20Developments%2C%20and%20Other%20Key%20Business%20Drivers) This section outlines the company's role as the largest U.S. carbon-free energy producer, highlighting the One Big Beautiful Bill Act (OBBBA) supporting nuclear energy, a **20-year** PPA with Meta for the Clinton Clean Energy Center, and the strategic acquisition of Calpine to expand generation capacity and retail supply, while monitoring tariffs, nuclear fuel supply risks from the Russia-Ukraine conflict, and environmental regulations - The One Big Beautiful Bill Act (OBBBA), signed into law in July 2025, preserves and enhances federal tax credits from the IRA, reinforcing the long-term economic viability of the company's nuclear generation assets[219](index=219&type=chunk) - A **20-year** PPA was signed with Meta Platforms, Inc. for the output of the Clinton Clean Energy Center, supporting its relicensing and continued operations. The deal includes a **30 MW** plant uprate expected to be complete in 2029[220](index=220&type=chunk) - The proposed acquisition of Calpine will add over **27 GW** of generation capacity (natural gas, geothermal, battery storage, solar) and a retail platform serving **60 TWhs** of load annually, creating the nation's leading competitive retail electric supplier[221](index=221&type=chunk)[222](index=222&type=chunk) - The company is actively managing risks from the Russia-Ukraine conflict related to nuclear fuel supply by working with a diverse set of suppliers and increasing fuel inventory, in light of the **U.S. ban on Russian uranium imports effective August 2024**[225](index=225&type=chunk) [Financial Results of Operations](index=50&type=section&id=Financial%20Results%20of%20Operations) For Q2 2025, GAAP Net Income slightly increased to **$839 million**, while the six-month GAAP Net Income decreased to **$957 million** from **$1,697 million** year-over-year, primarily due to lower Nuclear PTC revenues and unfavorable unrealized hedging results, partially offset by favorable ZEC revenues and improved market conditions, with Adjusted (non-GAAP) Operating Earnings for Q2 2025 rising to **$599 million** (**$1.91/share**) from **$531 million** (**$1.68/share**) GAAP vs. Adjusted (non-GAAP) Operating Earnings | Metric (in millions) | Three Months Ended June 30, 2025 (Millions USD) | Three Months Ended June 30, 2024 (Millions USD) | Six Months Ended June 30, 2025 (Millions USD) | Six Months Ended June 30, 2024 (Millions USD) | | :--- | :--- | :--- | :--- | :--- | | **GAAP Net Income Attributable to Common Shareholders** | $839 Millions | $814 Millions | $957 Millions | $1,697 Millions | | **Adjusted (non-GAAP) Operating Earnings** | $599 Millions | $531 Millions | $1,272 Millions | $1,110 Millions | - The primary drivers for the **$740 million** decrease in year-to-date GAAP Net Income were unfavorable net unrealized losses on economic hedges, lower Nuclear PTC revenues (**$45M** in YTD 2025 vs. **$712M** in YTD 2024), and higher net unrealized losses on equity investments[241](index=241&type=chunk)[244](index=244&type=chunk)[261](index=261&type=chunk) - Offsetting factors included favorable ZEC revenues (due to recognition of prior period deliveries), higher capacity revenues, and better margins on load contracts[240](index=240&type=chunk)[244](index=244&type=chunk) Nuclear Fleet Capacity Factor | Period | 2025 (%) | 2024 (%) | | :--- | :--- | :--- | | **Three Months Ended June 30** | 94.8% | 95.4% | | **Six Months Ended June 30** | 94.5% | 94.4% | [Liquidity and Capital Resources](index=62&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a strong liquidity position, with **$9.5 billion** in aggregate bank commitments and **$7.2 billion** of available capacity as of June 30, 2025, and net cash from operating activities significantly improved to **$1,584 million** for the first six months of 2025, sufficient to meet all requirements, though a credit downgrade could trigger **approximately $2.4 billion** in incremental collateral Cash Flow Summary (Six Months Ended June 30) | Cash Flow Activity | 2025 (Millions USD) | 2024 (Millions USD) | | :--- | :--- | :--- | | **Net Cash from Operating Activities** | $1,584 Millions | ($1,336 Millions) | | **Net Cash from Investing Activities** | ($1,758 Millions) | $2,650 Millions | | **Net Cash from Financing Activities** | ($893 Millions) | ($1,385 Millions) | - As of June 30, 2025, the company had access to **$9.5 billion** in aggregate bank commitments with **$7.2 billion** of available capacity[280](index=280&type=chunk) - A loss of investment grade credit rating (requiring a three-notch downgrade) would trigger an estimated incremental collateral requirement of **approximately $2.4 billion**[282](index=282&type=chunk)[283](index=283&type=chunk) - The company declared quarterly dividends of **$0.3878 per share** for the first three quarters of 2025[279](index=279&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=66&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section details the company's market risk exposures, including commodity prices, counterparty credit, interest rates, and equity prices, managed through hedging, the nuclear PTC, long-term nuclear fuel contracts, master netting agreements, and collateral requirements, with disclosures on variable-rate debt and Nuclear Decommissioning Trust (NDT) funds - The company's commodity price risk is significantly mitigated by the nuclear PTC, which provides increasing support as unit revenues decline. A hypothetical **$5/MWh** reduction in energy prices would not have a **material impact** on earnings for 2025 and 2026[298](index=298&type=chunk)[299](index=299&type=chunk) - The company manages nuclear fuel supply risk through long-term contracts. For the period 2025-2030, **approximately 35%** of uranium concentrate requirements are supplied by **three suppliers**. The company is diversifying its supply chain to mitigate geopolitical risks, such as the Russia-Ukraine conflict[300](index=300&type=chunk)[301](index=301&type=chunk) - A hypothetical **25 basis point** increase in interest rates and a **10%** decrease in equity prices would result in a **$981 million** reduction in the fair value of the company's Nuclear Decommissioning Trust (NDT) assets as of June 30, 2025[316](index=316&type=chunk) [Controls and Procedures](index=70&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) The company's principal executive and financial officers concluded that disclosure controls and procedures were **effective** as of June 30, 2025, with **no material changes** to internal control over financial reporting during the second quarter of 2025 - As of June 30, 2025, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures **were effective**[319](index=319&type=chunk) - **No material changes** to internal control over financial reporting occurred during the second quarter of 2025[320](index=320&type=chunk) PART II OTHER INFORMATION [Legal Proceedings](index=71&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is involved in various lawsuits and regulatory proceedings in the ordinary course of business, with further details on material legal matters provided in Note 13 of the financial statements - The company is involved in various legal and regulatory proceedings in the ordinary course of business. For details on material cases, refer to Note 13 — Commitments and Contingencies[322](index=322&type=chunk) [Risk Factors](index=71&type=section&id=ITEM%201A.%20RISK%20FACTORS) As of June 30, 2025, the company's risk factors have not materially changed from those described in its 2024 Annual Report on Form 10-K - As of June 30, 2025, there were **no material changes** to the risk factors previously disclosed in the company's 2024 Form 10-K[323](index=323&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=71&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) This section details the company's share repurchase activities, including a **$3 billion** authorized program, a **$404 million** Accelerated Share Repurchase (ASR) agreement initiated in June 2025 resulting in an initial delivery of **1,099,580 shares**, and **approximately $540 million** remaining for repurchase as of June 30, 2025 - In June 2025, the company initiated a **$404 million** Accelerated Share Repurchase (ASR) agreement, receiving an initial delivery of **1,099,580 shares**[326](index=326&type=chunk)[330](index=330&type=chunk) - As of June 30, 2025, the approximate dollar value of shares that may yet be purchased under the authorized program is **$540 million**[330](index=330&type=chunk) - There were no open market share repurchases during the six months ended June 30, 2025[325](index=325&type=chunk) [Other Information](index=72&type=section&id=ITEM%205.%20OTHER%20INFORMATION) During the second quarter of 2025, no directors or executive officers adopted or terminated any Rule 10b5-1 trading plans or other non-Rule 10b5-1 trading arrangements for the purchase or sale of the company's securities - No directors or executive officers adopted or terminated any Rule 10b5-1 trading plans during the three months ended June 30, 2025[332](index=332&type=chunk)

"The strength of our operational execution is evident in these results - despite revenue headwinds, we more than doubled our Adjusted EBITDA from $6.1 million to $13.2 million, demonstrating our ability to drive significant margin expansion and cost optimization. Our operating cash flow increased 58% to $21.9 million for the nine months, providing us with excellent financial flexibility to pursue strategic growth opportunities. ¹ Adjusted EBITDA is a non-GAAP measure. A reconciliation of the non-GAAP measur ...

[PART I. FINANCIAL INFORMATION](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) Presents the unaudited consolidated financial statements and management's discussion and analysis for German American Bancorp, Inc [Unaudited Financial Statements](index=6&type=section&id=Item%201.%20Unaudited%20Financial%20Statements) Presents the unaudited consolidated financial statements for German American Bancorp, Inc. as of June 30, 2025, reflecting significant growth from the Heartland BancCorp acquisition [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) Total assets increased by 31.5% to $8.28 billion at June 30, 2025, primarily due to the Heartland BancCorp acquisition Consolidated Balance Sheet Highlights (in $ thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$8,280,142** | **$6,295,910** | | Loans, Net | $5,663,918 | $4,080,466 | | Goodwill | $377,976 | $179,025 | | **Total Liabilities** | **$7,210,638** | **$5,580,843** | | Total Deposits | $6,954,686 | $5,329,075 | | **Total Shareholders' Equity** | **$1,069,504** | **$715,067** | [Consolidated Statements of Income](index=7&type=section&id=Consolidated%20Statements%20of%20Income) Net income for Q2 2025 rose to $31.4 million, driven by a 59% increase in net interest income following the Heartland acquisition Income Statement Highlights - Q2 (in $ thousands, except EPS) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Net Interest Income | $73,155 | $45,971 | | Provision for Credit Losses | $1,200 | $625 | | Non-interest Income | $16,733 | $18,923 | | Non-interest Expense | $49,517 | $37,674 | | **Net Income** | **$31,361** | **$20,530** | | **Diluted EPS** | **$0.84** | **$0.69** | Income Statement Highlights - Six Months (in $ thousands, except EPS) | Metric | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | | Net Interest Income | $139,727 | $90,965 | | Provision for Credit Losses | $16,500 | $1,525 | | Non-interest Income | $31,573 | $34,745 | | Non-interest Expense | $102,299 | $74,412 | | **Net Income** | **$41,878** | **$39,552** | | **Diluted EPS** | **$1.16** | **$1.33** | [Consolidated Statements of Comprehensive Income (Loss)](index=12&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) Comprehensive income for Q2 2025 was $33.5 million, with H1 2025 at $54.8 million, influenced by net income and securities valuation changes Comprehensive Income (Loss) Summary (in $ thousands) | Period | Net Income | Other Comprehensive Income (Loss) | Comprehensive Income (Loss) | | :--- | :--- | :--- | :--- | | **Q2 2025** | $31,361 | $2,121 | $33,482 | | **Q2 2024** | $20,530 | $19,086 | $39,616 | | **H1 2025** | $41,878 | $12,904 | $54,782 | | **H1 2024** | $39,552 | $(809) | $38,743 | [Consolidated Statements of Changes in Shareholders' Equity](index=14&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity) Shareholders' equity increased to $1.07 billion at June 30, 2025, primarily due to the $320.0 million stock issuance for the Heartland acquisition - The acquisition of Heartland BancCorp was the main contributor to the increase in shareholders' equity, with the issuance of **7,742,723 shares** adding **$320.0 million**[26](index=26&type=chunk) - The company declared and paid cash dividends of **$0.29 per share** in both Q1 and Q2 2025, totaling **$21.6 million** for the six-month period[26](index=26&type=chunk) [Consolidated Statements of Cash Flows](index=15&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash and cash equivalents increased by $11.4 million in H1 2025, driven by operating and investing activities, offset by financing outflows Cash Flow Summary - Six Months Ended June 30 (in $ thousands) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $64,844 | $42,562 | | Net Cash from Investing Activities | $110,540 | $154,205 | | Net Cash from Financing Activities | $(164,028) | $17,222 | | **Net Change in Cash and Cash Equivalents** | **$11,356** | **$213,989** | [Notes to Consolidated Financial Statements](index=17&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Provides detailed explanations of accounting policies and financial figures, including the insurance business sale, securities, loans, segments, and the Heartland acquisition [Note 3 – Sale of Insurance Assets](index=18&type=section&id=Note%203%20%E2%80%93%20Sale%20of%20Insurance%20Assets) Details the June 1, 2024, sale of German American Insurance, Inc. for $40.0 million cash, resulting in a $36.5 million pre-tax gain Gain on Sale of Insurance Assets (in $ thousands) | Description | Amount | | :--- | :--- | | Gross Purchase Price | $40,000 | | Write-off of Goodwill and Intangibles | $(1,332) | | Working Capital Adjustment | $(345) | | **Net Purchase Price** | **$38,323** | | Transaction Costs | $(1,816) | | **Pre-tax Gain on Sale** | **$36,507** | | **After-tax Gain on Sale** | **$27,476** | [Note 5 – Securities](index=19&type=section&id=Note%205%20%E2%80%93%20Securities) Details the $1.57 billion available-for-sale securities portfolio, which had a net unrealized loss of $262.4 million as of June 30, 2025 - In June/July 2024, the company restructured its securities portfolio, selling **$375.3 million** in securities for a pre-tax loss of approximately **$34.9 million**[46](index=46&type=chunk) - As of June 30, 2025, securities with a fair value of **$1.13 billion** were in a continuous unrealized loss position, totaling **$266.3 million** in losses, primarily due to market interest rate fluctuations[49](index=49&type=chunk) [Note 7 – Loans](index=22&type=section&id=Note%207%20%E2%80%93%20Loans) Total loans grew to $5.75 billion at June 30, 2025, largely due to the Heartland acquisition, with ACL increasing to $75.5 million Loan Portfolio Composition (in $ thousands) | Loan Type | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Commercial and Industrial | $734,551 | $591,785 | | Commercial Real Estate | $3,096,728 | $2,224,872 | | Agricultural | $461,420 | $431,037 | | Residential Mortgage | $798,343 | $357,448 | | Retail (Home Equity, Consumer, etc.) | $574,324 | $448,872 | | **Total Loans** | **$5,748,360** | **$4,133,267** | - The company acquired loans with a fair value of **$1.50 billion** in the Heartland acquisition on February 1, 2025[59](index=59&type=chunk)[60](index=60&type=chunk) - The Allowance for Credit Losses (ACL) increased from **$44.4 million** at year-end 2024 to **$75.5 million** at June 30, 2025, including a **$15.9 million** allowance for acquired PCD loans and a **$16.2 million** 'Day 2' CECL provision related to the Heartland acquisition[64](index=64&type=chunk) [Note 9 – Segment Information](index=34&type=section&id=Note%209%20%E2%80%93%20Segment%20Information) Details the company's two primary segments, Core Banking and Wealth Management Services, following the June 2024 insurance operations sale - The company ceased insurance-related activities after selling the assets of its insurance subsidiary, German American Insurance, Inc. (GAI), on **June 1, 2024**[105](index=105&type=chunk) Segment Profit and Assets - Q2 2025 (in $ thousands) | Segment | Segment Profit (Loss) Before Taxes | Segment Assets | | :--- | :--- | :--- | | Core Banking | $40,408 | $8,252,469 | | Wealth Management Services | $1,500 | $15,829 | | Insurance | $— | $— | | Other / Eliminations | $(2,737) | $11,844 | | **Consolidated Total** | **$39,171** | **$8,280,142** | [Note 16 – Business Combinations](index=50&type=section&id=Note%2016%20%E2%80%93%20Business%20Combinations) Details the February 1, 2025, acquisition of Heartland BancCorp for $343.1 million, adding $1.94 billion in assets and $199.0 million in goodwill Heartland Acquisition Summary (in $ thousands) | Item | Value | | :--- | :--- | | **Fair Value of Total Consideration** | **$343,109** | | Cash Paid | $23,102 | | Equity Instruments Issued | $320,007 | | **Total Identifiable Net Assets Acquired** | **$144,158** | | **Goodwill Recognized** | **$198,951** | - The acquisition is consistent with the company's strategy to build a regional presence in Southern Indiana, Kentucky, and Ohio[176](index=176&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=53&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the significant impact of the Heartland BancCorp acquisition on financial condition and results, highlighting growth, margin expansion, and stable credit quality [Management Overview](index=53&type=section&id=Management%20Overview) The first half of 2025 was marked by the Heartland BancCorp acquisition, contributing to Q2 net income of $31.4 million and adjusted EPS of $0.86 - Completed the acquisition of Heartland BancCorp on **February 1, 2025**, adding **20 banking offices** in Columbus, Ohio, and Greater Cincinnati[188](index=188&type=chunk) Q2 2025 Performance vs. Q2 2024 | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Net Income (as reported) | $31,361,000 | $20,530,000 | | EPS (as reported) | $0.84 | $0.69 | | Adjusted Net Income (Non-GAAP) | $32,058,000 | $20,351,000 | | Adjusted EPS (Non-GAAP) | $0.86 | $0.69 | [Critical Accounting Policies and Estimates](index=54&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Identifies critical accounting policies including ACL, securities valuation, income tax, and goodwill, noting a Q1 2025 shift in ACL estimation method - The determination of the Allowance for Credit Losses (ACL) is inherently subjective and requires significant estimates regarding future cash flows, economic conditions, and other factors[197](index=197&type=chunk)[198](index=198&type=chunk) - On **March 31, 2025**, the company changed its ACL estimation method to a discounted cash flow model to better evaluate multiple economic scenarios[206](index=206&type=chunk) - Goodwill is not amortized but is tested for impairment annually on **December 31**, with no impairment indicated at the last testing date[211](index=211&type=chunk) [Results of Operations](index=56&type=section&id=Results%20of%20Operations) Operating results for Q2 and H1 2025 were significantly boosted by the Heartland acquisition, driving net interest income growth and margin expansion Net Interest Margin (Tax-Equivalent) | Period | Net Interest Margin | | :--- | :--- | | Q2 2025 | 3.92% | | Q2 2024 | 3.34% | | H1 2025 | 3.94% | | H1 2024 | 3.34% | - Accretion of discounts on acquired loans contributed **18 basis points** to the net interest margin in Q2 2025[219](index=219&type=chunk) - Q2 2025 non-interest expense increased **31% YoY** to **$49.5 million**, primarily driven by operating costs from the Heartland acquisition[241](index=241&type=chunk) [Financial Condition](index=65&type=section&id=Financial%20Condition) Total assets grew to $8.28 billion, loans to $5.75 billion, and deposits to $6.95 billion, primarily due to the Heartland acquisition - Total assets increased to **$8.28 billion** at June 30, 2025, largely due to the Heartland acquisition[259](index=259&type=chunk) - Excluding acquired loans, organic loan growth was approximately **5%** on an annualized basis in H1 2025[261](index=261&type=chunk) - Non-performing assets rose to **$25.1 million** (**0.30% of assets**) from **$11.1 million** (**0.18% of assets**), with the increase largely attributable to the Heartland acquisition, including a single adversely classified commercial relationship[270](index=270&type=chunk)[271](index=271&type=chunk) [Capital Resources and Liquidity](index=68&type=section&id=Capital%20Resources%20and%20Liquidity) The company maintains a strong capital and liquidity position, with shareholders' equity at $1.07 billion and regulatory capital ratios exceeding minimums Regulatory Capital Ratios (Consolidated) | Ratio | 6/30/2025 | Minimum for Capital Adequacy | | :--- | :--- | :--- | | Total Capital (to RWA) | 15.21% | 8.00% | | Tier 1 Capital (to RWA) | 13.53% | 6.00% | | Common Equity Tier 1 (to RWA) | 13.00% | 4.50% | | Tier 1 Capital (to Average Assets) | 10.93% | 4.00% | - The company plans to redeem the **$24.3 million** of outstanding Heartland Notes on **September 15, 2025**, funded from cash on hand[280](index=280&type=chunk)[288](index=288&type=chunk) - The company has not repurchased any shares under its **1.0 million share** repurchase plan[277](index=277&type=chunk) [Use of Non-GAAP Financial Measures](index=70&type=section&id=Use%20of%20Non-GAAP%20Financial%20Measures) Provides reconciliations of GAAP to non-GAAP financial measures, excluding specific non-recurring items to assess core operational performance Non-GAAP Reconciliation - Net Income and EPS (in $ thousands) | Metric | Q2 2025 | H1 2025 | | :--- | :--- | :--- | | Net Income, as reported | $31,361 | $41,878 | | Adjustments (Merger costs, CECL Day 2) | $697 | $17,467 | | **Adjusted Net Income** | **$32,058** | **$59,345** | | EPS, as reported | $0.84 | $1.16 | | **Adjusted EPS** | **$0.86** | **$1.64** | [Quantitative and Qualitative Disclosures About Market Risk](index=73&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Discusses primary market risks, liquidity and interest rate risk, with net interest income projected to increase by 0.70% in a +200 bps rate shock Interest Rate Sensitivity of Net Interest Income (Next 12 Months) | Rate Change Scenario | % Change in Net Interest Income | | :--- | :--- | | +200 bps | +0.70% | | +100 bps | +0.34% | | -100 bps | -1.11% | | -200 bps | -3.33% | [Controls and Procedures](index=74&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting - Management concluded that disclosure controls and procedures were effective as of **June 30, 2025**[310](index=310&type=chunk) - No material changes in internal control over financial reporting occurred during the second fiscal quarter of **2025**[311](index=311&type=chunk) [PART II. OTHER INFORMATION](index=75&type=section&id=PART%20II.%20OTHER%20INFORMATION) Presents other required information, including legal proceedings, risk factors, equity sales, defaults, and exhibits [Legal Proceedings](index=75&type=section&id=Item%201.%20Legal%20Proceedings) Reports no pending legal proceedings beyond routine litigation incidental to business operations - There are no pending legal proceedings, other than routine litigation incidental to the business[312](index=312&type=chunk) [Risk Factors](index=75&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors have occurred since the 2024 Annual Report on Form 10-K - No material changes to risk factors have occurred since the **2024 Annual Report on Form 10-K**[313](index=313&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=75&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not repurchase any equity securities during the quarter, with 1.0 million shares remaining available under the plan - The company has a board-approved plan to repurchase up to **1.0 million shares** of its common stock, but no shares were repurchased during the second quarter of **2025**[319](index=319&type=chunk) [Defaults Upon Senior Securities](index=75&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Reports no defaults upon senior securities - None[320](index=320&type=chunk) [Mine Safety Disclosures](index=75&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[321](index=321&type=chunk) [Other Information](index=75&type=section&id=Item%205.%20Other%20Information) Reports no undisclosed Form 8-K information or Rule 10b5-1 trading arrangement adoptions or terminations by directors or officers - During Q2 2025, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement[326](index=326&type=chunk) [Exhibits](index=77&type=section&id=Item%206.%20Exhibits) Lists all exhibits filed with the Form 10-Q, including Sarbanes-Oxley certifications and XBRL data files - The exhibits include the Agreement and Plan of Reorganization for the Heartland acquisition (incorporated by reference), articles of incorporation, bylaws, and Sarbanes-Oxley certifications[328](index=328&type=chunk)

PART I – FINANCIAL INFORMATION [ITEM 1. FINANCIAL STATEMENTS (unaudited)](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS%20(unaudited)) This section presents ACI Worldwide's unaudited condensed consolidated financial statements, including balance sheets, income statements, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The condensed consolidated balance sheets show the company's financial position as of June 30, 2025, compared to December 31, 2024, highlighting changes in assets, liabilities, and stockholders' equity | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------- | | **Total Assets** | $3,138,283 | $3,025,293 | | **Total Liabilities** | $1,744,785 | $1,600,966 | | **Total Stockholders' Equity** | $1,393,498 | $1,424,327 | - Total assets increased by **$112.99 million**, primarily driven by an increase in current assets, notably settlement assets - Total liabilities increased by **$143.82 million**, mainly due to higher current liabilities, particularly settlement liabilities - Total stockholders' equity decreased by **$30.83 million**, influenced by treasury stock repurchases partially offset by retained earnings growth [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The condensed consolidated statements of operations detail the company's revenues, operating expenses, and net income for the three and six months ended June 30, 2025, compared to the same periods in 2024 | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :-------------------- | :--------------------------- | :--------------------------- | :----------- | :--------------------------- | :--------------------------- | :----------- | | Total Revenues | $401,258 | $373,479 | +7.44% | $795,823 | $689,498 | +15.42% | | Operating Income | $34,858 | $53,701 | -35.09% | $93,374 | $63,261 | +47.61% | | Net Income | $12,202 | $30,887 | -60.49% | $71,072 | $23,136 | +207.11% | | Basic EPS | $0.12 | $0.29 | -58.62% | $0.68 | $0.22 | +209.09% | | Diluted EPS | $0.12 | $0.29 | -58.62% | $0.67 | $0.22 | +204.55% | - Net income for the three months ended June 30, 2025, decreased significantly by **60.49%** year-over-year, while for the six months, it increased by **207.11%** year-over-year[16](index=16&type=chunk) - Total revenues showed consistent growth, increasing by **7.44%** for the three-month period and **15.42%** for the six-month period[16](index=16&type=chunk) [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) This statement presents the net income and other comprehensive income (loss) components, primarily foreign currency translation adjustments, to arrive at total comprehensive income for the three and six months ended June 30, 2025 and 2024 | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :-------------------- | :--------------------------- | :--------------------------- | :----------- | :--------------------------- | :--------------------------- | :----------- | | Net Income | $12,202 | $30,887 | -60.49% | $71,072 | $23,136 | +207.11% | | Foreign Currency Translation Adjustments | $14,651 | $(2,208) | +763.54% | $22,530 | $(4,612) | +588.55% | | Comprehensive Income | $26,853 | $28,679 | -6.43% | $93,602 | $18,524 | +405.31% | - Foreign currency translation adjustments significantly improved, moving from a loss in 2024 to a gain in 2025 for both three and six-month periods, positively impacting comprehensive income[18](index=18&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) These statements detail the changes in each component of stockholders' equity, including common stock, additional paid-in capital, retained earnings, treasury stock, and accumulated other comprehensive loss, for the three and six months ended June 30, 2025 and 2024 | Metric (in thousands) | Balance as of Dec 31, 2024 | 6 Months Ended June 30, 2025 | Balance as of June 30, 2025 | | :-------------------- | :------------------------- | :--------------------------- | :-------------------------- | | Common Stock | $702 | $0 | $702 | | Additional Paid-in Capital | $731,927 | $1,615 | $733,542 | | Retained Earnings | $1,598,085 | $71,072 | $1,669,157 | | Treasury Stock | $(784,914) | $(126,046) | $(910,960) | | Accumulated Other Comprehensive Loss | $(121,473) | $22,530 | $(98,943) | | **Total Stockholders' Equity** | **$1,424,327** | **$(30,829)** | **$1,393,498** | - The company repurchased **2,713,799 shares** of common stock for **$134.656 million** during the six months ended June 30, 2025, contributing to the decrease in total stockholders' equity[23](index=23&type=chunk) - Net income of **$71.072 million** for the six months ended June 30, 2025, increased retained earnings[23](index=23&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The condensed consolidated statements of cash flows provide a summary of cash generated from or used in operating, investing, and financing activities for the six months ended June 30, 2025, compared to the same period in 2024 | Metric (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :-------------------- | :--------------------------- | :--------------------------- | :----------- | | Net Cash Flows from Operating Activities | $128,018 | $178,258 | -28.18% | | Net Cash Flows from Investing Activities | $29,553 | $(23,978) | +223.24% | | Net Cash Flows from Financing Activities | $(129,543) | $(170,273) | +23.92% | | Net Increase (Decrease) in Cash and Cash Equivalents | $33,937 | $(14,703) | +331.09% | | Cash and Cash Equivalents, End of Period | $298,955 | $224,118 | +33.39% | - Cash flows from operating activities decreased by **$50.24 million**, primarily due to lower customer receipt collections and higher income taxes paid, partially offset by improved profitability[27](index=27&type=chunk)[190](index=190&type=chunk) - Cash flows from investing activities significantly improved, turning from a net outflow of **$23.98 million** in 2024 to a net inflow of **$29.55 million** in 2025, driven by proceeds from the sale of an equity investment[27](index=27&type=chunk)[193](index=193&type=chunk) - Cash flows from financing activities showed a reduced net outflow, primarily due to proceeds from the revolving credit facility and term loans, partially offset by the redemption of 2026 Notes and common stock repurchases[27](index=27&type=chunk)[195](index=195&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes on accounting policies, revenue, debt, intangible assets, stock compensation, segment information, and income taxes [1. Condensed Consolidated Financial Statements](index=11&type=section&id=1.%20Condensed%20Consolidated%20Financial%20Statements) This note outlines the basis of presentation for the unaudited financial statements, including accounting policies, estimates, and the sale of an equity investment | Other Current Liabilities (in thousands) | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :---------------- | | Vendor financed licenses | $16,155 | $14,462 | | Operating lease liabilities | $8,559 | $9,265 | | Income taxes payable | $3,347 | $3,284 | | Accrued interest | $1,124 | $8,810 | | Other | $35,441 | $37,987 | | **Total other current liabilities** | **$64,626** | **$73,808** | - The company sold its **30% equity interest** in an Indian payment technology company for **$46.0 million** in March 2025, recognizing a gain of **$25.9 million**[41](index=41&type=chunk) - Goodwill balance as of June 30, 2025, was **$1.2 billion**, allocated **$809.0 million** to Payment Software and **$417.0 million** to Biller, following a realignment of reporting units[39](index=39&type=chunk) [2. Revenue](index=13&type=section&id=2.%20Revenue) This note details the company's revenue recognition policies in accordance with ASC 606, including the composition of total receivables, changes in deferred revenue, and revenue allocated to remaining performance obligations | Receivables (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------- | :------------ | :---------------- | | Billed receivables, net | $172,985 | $196,728 | | Current accrued receivables, net | $225,179 | $217,671 | | Long-term accrued receivables, net | $345,608 | $360,079 | | **Total receivables, net** | **$743,772** | **$774,478** | | Deferred Revenue (in thousands) | Amount | | :------------------------------ | :----- | | Balance, December 31, 2024 | $94,723 | | Deferral of revenue | $62,708 | | Recognition of deferred revenue | $(70,348) | | Foreign currency translation | $2,540 | | **Balance, June 30, 2025** | **$89,623** | - Revenue allocated to remaining performance obligations was **$724.0 million** as of June 30, 2025, with approximately **52%** expected to be recognized over the next 12 months[48](index=48&type=chunk) [3. Debt](index=14&type=section&id=3.%20Debt) This note provides details on the company's debt structure, including the Credit Agreement, Senior Notes, and an overdraft facility. It highlights the redemption of the 2026 Notes and the issuance of an Incremental Term Loan | Debt (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------ | :------------ | :---------------- | | Term loans | $643,750 | $462,500 | | Revolving credit facility | $260,000 | $70,000 | | 5.750% Senior notes, due August 2026 | $0 | $400,000 | | Debt issuance costs | $(5,729) | $(7,923) | | **Total debt** | **$898,021** | **$924,577** | - On June 18, 2025, the company redeemed in full its outstanding **5.750% Senior Notes due 2026**, which had a principal amount of **$400.0 million**[37](index=37&type=chunk)[61](index=61&type=chunk) - An Incremental Term Loan of **$200.0 million** was entered into on June 18, 2025, under the Credit Facility[53](index=53&type=chunk) - The company was in compliance with all financial debt covenants as of June 30, 2025[62](index=62&type=chunk) [4. Software and Other Intangible Assets](index=16&type=section&id=4.%20Software%20and%20Other%20Intangible%20Assets) This note provides information on the carrying amounts and accumulated amortization of the company's software and other intangible assets, along with estimated future amortization expenses | Asset Category (in thousands) | June 30, 2025 Net Balance | December 31, 2024 Net Balance | | :---------------------------- | :------------------------ | :-------------------------- | | Software for internal use | $88,574 | $92,893 | | Customer relationships | $156,538 | $165,377 | | Amortization Expense (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :---------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Software for internal use | $15,600 | $15,800 | $31,200 | $31,300 | | Other intangible assets | $5,300 | $8,200 | $10,500 | $16,700 | - Estimated future amortization expense for software and other intangible assets totals **$88.574 million** and **$156.538 million**, respectively, as of June 30, 2025[68](index=68&type=chunk) [5. Stock-Based Compensation Plans](index=17&type=section&id=5.%20Stock-Based%20Compensation%20Plans) This note details the company's stock-based compensation plans, including activity for employee stock purchase plans, stock options, performance share awards (TSRs), and restricted share units (RSUs), along with associated compensation expenses | Stock-Based Compensation Expense (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :---------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Stock-based compensation expense | $16,400 | $10,700 | $28,000 | $18,800 | | Corresponding tax benefits | $2,600 | $1,700 | $4,400 | $3,100 | - Unrecognized compensation expense as of June 30, 2025, was **$77.6 million** for RSUs (weighted average period of **2.2 years**) and **$30.2 million** for TSRs (weighted average period of **1.7 years**)[74](index=74&type=chunk) - During the six months ended June 30, 2025, **507,754 TSRs** granted in fiscal 2022 vested at a **200% payout rate**, and **674,034 RSUs** vested[72](index=72&type=chunk)[73](index=73&type=chunk) [6. Common Stock and Treasury Stock](index=19&type=section&id=6.%20Common%20Stock%20and%20Treasury%20Stock) This note outlines the company's stock repurchase program, including the number of shares repurchased and the remaining authorized amount - The company repurchased **2,713,799 shares** for **$134.7 million** during the six months ended June 30, 2025[77](index=77&type=chunk) - As of June 30, 2025, the maximum remaining amount authorized for purchase under the stock repurchase program was **$223.5 million**[77](index=77&type=chunk) - Since the program's inception, the company has repurchased **65,581,636 shares** for approximately **$1.2 billion**[77](index=77&type=chunk) [7. Earnings Per Share](index=19&type=section&id=7.%20Earnings%20Per%20Share) This note provides the reconciliation of weighted average shares outstanding used to compute basic and diluted earnings per share | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Basic weighted average shares outstanding | 104,376 | 105,395 | 104,860 | 106,097 | | Dilutive effect of stock options, RSUs, and contingently issuable shares | 727 | 771 | 1,100 | 718 | | Diluted weighted average shares outstanding | 105,103 | 106,166 | 105,960 | 106,815 | - The diluted EPS computation excluded **2.0 million** and **1.7 million** anti-dilutive options, RSUs, and contingently issuable shares for the three and six months ended June 30, 2025, respectively[80](index=80&type=chunk) [8. Other, Net](index=20&type=section&id=8.%20Other,%20Net) This note details the components of 'Other, net' income or expense, primarily foreign currency transaction gains/losses, gain on sale of equity investment, and loss on extinguishment of debt | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Foreign currency transaction gains (losses) | $(5,300) | $16 | $(7,487) | $(2,019) | | Gain on sale of equity investment | $0 | $0 | $25,927 | $0 | | Loss on extinguishment of debt | $(1,093) | $0 | $(1,093) | $0 | | Equity investment earnings | $0 | $1,140 | $0 | $1,150 | | **Total other, net** | **$(6,393)** | **$1,156** | **$17,347** | **$(869)** | - A significant gain of **$25.9 million** from the sale of an equity investment contributed to a positive 'Other, net' for the six months ended June 30, 2025[82](index=82&type=chunk) - A **$1.1 million** loss on extinguishment of debt was recorded due to the redemption of the 2026 Notes[82](index=82&type=chunk) [9. Segment Information](index=20&type=section&id=9.%20Segment%20Information) This note details the company's segment reporting structure, which was realigned in 2025 into two operating segments: Payment Software and Biller. It provides financial data, including revenue and Segment Adjusted EBITDA, for each segment - In 2025, the company realigned its segment reporting to Payment Software (including bank and merchant customers) and Biller, with the CEO acting as the chief operating decision maker[83](index=83&type=chunk)[84](index=84&type=chunk) | Segment Revenue (in thousands) | 3 Months Ended June 30, 2025 Revenue | 3 Months Ended June 30, 2024 Revenue | 6 Months Ended June 30, 2025 Revenue | 6 Months Ended June 30, 2024 Revenue | | :----------------------------- | :----------------------------------- | :----------------------------------- | :----------------------------------- | :----------------------------------- | | Payment Software | $179,343 | $181,666 | $380,068 | $322,823 | | Biller | $221,915 | $191,813 | $415,755 | $366,675 | | **Total Revenue** | **$401,258** | **$373,479** | **$795,823** | **$689,498** | | Segment Adjusted EBITDA (in thousands) | 3 Months Ended June 30, 2025 Adj. EBITDA | 3 Months Ended June 30, 2024 Adj. EBITDA | 6 Months Ended June 30, 2025 Adj. EBITDA | 6 Months Ended June 30, 2024 Adj. EBITDA | | :------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Payment Software | $83,278 | $94,587 | $189,839 | $146,876 | | Biller | $39,785 | $37,435 | $70,680 | $68,172 | | **Total Segment Adjusted EBITDA** | **$123,063** | **$132,022** | **$260,519** | **$215,048** | - Payment Software Segment Adjusted EBITDA decreased by **$11.3 million** for the three months ended June 30, 2025, but increased by **$43.0 million** for the six months, driven by revenue growth in license and capacity[178](index=178&type=chunk)[180](index=180&type=chunk) - Biller Segment Adjusted EBITDA increased by **$2.4 million** for the three months and **$2.5 million** for the six months ended June 30, 2025, primarily due to revenue increases offset by higher payment card interchange and processing fees[179](index=179&type=chunk)[181](index=181&type=chunk) [10. Income Taxes](index=25&type=section&id=10.%20Income%20Taxes) This note provides information on the company's effective tax rates, unrecognized tax benefits, and the potential impact of new tax legislation | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Effective Tax Rate | 32% | 23% | 21% | 30% | - The effective tax rate for the three months ended June 30, 2025, was **32%**, compared to **23%** in the prior year, while for the six months, it was **21%** compared to **30%**[99](index=99&type=chunk)[100](index=100&type=chunk) - Unrecognized tax benefits for uncertain tax positions were **$21.0 million** as of June 30, 2025, with a potential decrease of **$0.8 million** within the next 12 months[102](index=102&type=chunk) - The company is assessing the impact of the recently enacted One Big Beautiful Bill Act (OBBBA) on its consolidated financial statements[103](index=103&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=27&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's analysis of the company's financial condition, operational results, liquidity, and critical accounting estimates [Forward-Looking Statements](index=27&type=section&id=Forward-Looking%20Statements) This subsection provides a cautionary statement regarding forward-looking statements in the report, emphasizing that actual results may differ materially due to various risks and uncertainties - Forward-looking statements are based on current expectations and involve risks and uncertainties, and actual future results may vary materially[105](index=105&type=chunk)[106](index=106&type=chunk) - The company disclaims any obligation to update forward-looking statements, except as required by law[106](index=106&type=chunk) [Overview](index=27&type=section&id=Overview) This section provides an overview of ACI Worldwide's global payments technology business and key market trends influencing its operations - ACI Worldwide delivers software solutions for intelligent payments orchestration, serving banks, merchants, and billers globally[109](index=109&type=chunk)[110](index=110&type=chunk) - Key trends impacting strategies include increasing digital payment transaction volumes, adoption of real-time payments (e.g., FedNow, UPI), cloud technology adoption, payments intelligence/fraud prevention, omni-commerce, and open banking[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) - The company aims for growth through organic sources, partnerships, alliances, and strategic acquisitions[119](index=119&type=chunk) [Backlog](index=29&type=section&id=Backlog) This section presents the company's 60-month backlog estimate, categorized into Committed and Renewal Backlog, and outlines the key assumptions and exclusions used in its calculation | Backlog (in millions) | June 30, 2025 | March 31, 2025 | December 31, 2024 | | :-------------------- | :------------ | :------------- | :---------------- | | Payment Software | $3,333 | $3,142 | $3,102 | | Biller | $3,712 | $3,597 | $3,604 | | **Total** | **$7,045** | **$6,739** | **$6,706** | | Backlog Type (in millions) | June 30, 2025 | March 31, 2025 | December 31, 2024 | | :------------------------- | :------------ | :------------- | :---------------- | | Committed | $2,321 | $2,257 | $2,413 | | Renewal | $4,724 | $4,482 | $4,293 | | **Total** | **$7,045** | **$6,739** | **$6,706** | - Total 60-month backlog increased to **$7,045 million** as of June 30, 2025, from **$6,706 million** at December 31, 2024, driven by growth in both Payment Software and Biller segments, particularly in Renewal Backlog[124](index=124&type=chunk) [RESULTS OF OPERATIONS](index=31&type=section&id=RESULTS%20OF%20OPERATIONS) This section analyzes the company's financial performance, comparing revenues, expenses, and net income for the three and six months ended June 30, 2025 and 2024 [Three Month Period Ended June 30, 2025 Compared to the Three Month Period Ended June 30, 2024](index=31&type=section&id=Three%20Month%20Period%20Ended%20June%2030,%202025%20Compared%20to%20the%20Three%20Month%20Period%20Ended%20June%2030,%202024) This subsection analyzes the financial results for the three months ended June 30, 2025, compared to the same period in 2024, detailing changes in revenue streams, operating expenses, and net income | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Total Revenues | $401,258 | $373,479 | $27,779 | 7% | | Operating Income | $34,858 | $53,701 | $(18,843) | (35)% | | Net Income | $12,202 | $30,887 | $(18,685) | (60)% | - Total revenue increased by **$27.8 million (7%)** year-over-year, with a **$1.4 million** positive impact from foreign currency strengthening[128](index=128&type=chunk) - Operating income decreased by **$18.8 million (35%)** and net income decreased by **$18.7 million (60%)**, primarily due to higher operating expenses, including cost reduction strategies and increased personnel/professional fees[127](index=127&type=chunk)[142](index=142&type=chunk)[151](index=151&type=chunk) [Revenues (Three Months)](index=31&type=section&id=Revenues) Revenue analysis for the three months ended June 30, 2025, showing growth in SaaS/PaaS and Maintenance, offset by decreases in License and Services revenue | Revenue Type (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------------- | :------------ | :------------ | :--------- | :--------- | | SaaS and PaaS | $271,258 | $235,399 | $35,859 | 15% | | License | $56,711 | $65,582 | $(8,871) | (14)% | | Maintenance | $50,421 | $48,733 | $1,688 | 3% | | Services | $22,868 | $23,765 | $(897) | (4)% | - SaaS and PaaS revenue increased by **$35.9 million (15%)**, driven by new customer go-lives and higher transaction volumes[130](index=130&type=chunk)[135](index=135&type=chunk) - License revenue decreased by **$8.9 million (14%)** due to license renewal timing and the relative size of new license and capacity events[133](index=133&type=chunk) - Maintenance revenue increased by **$1.7 million (3%)**, primarily due to consumer price index uplifts on contracted maintenance[134](index=134&type=chunk)[136](index=136&type=chunk) [Operating Expenses (Three Months)](index=33&type=section&id=Operating%20Expenses) Analysis of operating expenses for the three months ended June 30, 2025, showing increases in Cost of Revenue, R&D, Selling and Marketing, and General and Administrative, partially offset by a decrease in Depreciation and Amortization | Expense Type (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------------- | :------------ | :------------ | :--------- | :--------- | | Cost of Revenue | $234,800 | $203,238 | $31,562 | 16% | | Research and Development | $41,107 | $35,410 | $5,697 | 16% | | Selling and Marketing | $28,741 | $28,551 | $190 | 1% | | General and Administrative | $37,651 | $24,993 | $12,658 | 51% | | Depreciation and Amortization | $24,101 | $27,586 | $(3,485) | (13)% | - Cost of revenue increased by **$31.6 million (16%)**, mainly due to higher payment card interchange and personnel expenses[141](index=141&type=chunk)[143](index=143&type=chunk) - General and administrative expenses surged by **$12.7 million (51%)**, including **$5.1 million** for cost reduction strategies and higher personnel and professional fees[148](index=148&type=chunk)[151](index=151&type=chunk) - Depreciation and amortization decreased by **$3.5 million (13%)** due to fully amortized intangibles[149](index=149&type=chunk) [Other Income and Expense (Three Months)](index=35&type=section&id=Other%20Income%20and%20Expense) Review of other income and expense items for the three months ended June 30, 2025, including interest expense, interest income, and other net items | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Interest Expense | $(14,527) | $(18,471) | $3,944 | (21)% | | Interest Income | $3,934 | $3,953 | $(19) | 0% | | Other, Net | $(6,393) | $1,156 | $(7,549) | (653)% | - Interest expense decreased by **$3.9 million (21%)** due to lower comparative debt balances and decreased interest rates[152](index=152&type=chunk) - Other, net shifted from an income of **$1.2 million** in 2024 to an expense of **$6.4 million** in 2025, primarily due to foreign currency transaction losses and a **$1.1 million** loss on extinguishment of debt[154](index=154&type=chunk) [Income Taxes (Three Months)](index=35&type=section&id=Income%20Taxes) Brief reference to income tax details provided in Note 10 of the financial statements - Income tax expense for the three months ended June 30, 2025, was **$5.67 million**, down from **$9.45 million** in the prior year[127](index=127&type=chunk) - The effective tax rate for the three months ended June 30, 2025, was **32%**[99](index=99&type=chunk) [Six Month Period Ended June 30, 2025 Compared to the Six Month Period Ended June 30, 2024](index=36&type=section&id=Six%20Month%20Period%20Ended%20June%2030,%202025%20Compared%20to%20the%20Six%20Month%20Period%20Ended%20June%2030,%202024) This subsection analyzes the financial results for the six months ended June 30, 2025, compared to the same period in 2024, detailing changes in revenue streams, operating expenses, and net income | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Total Revenues | $795,823 | $689,498 | $106,325 | 15% | | Operating Income | $93,374 | $63,261 | $30,113 | 48% | | Net Income | $71,072 | $23,136 | $47,936 | 207% | - Total revenue increased by **$106.3 million (15%)** year-over-year, with foreign currency impact being not meaningful[158](index=158&type=chunk) - Operating income increased by **$30.1 million (48%)** and net income significantly increased by **$47.9 million (207%)**, driven by strong revenue growth and a positive shift in 'Other, net' income[157](index=157&type=chunk)[175](index=175&type=chunk) [Revenues (Six Months)](index=36&type=section&id=Revenues) Revenue analysis for the six months ended June 30, 2025, showing strong growth across all revenue streams, particularly in License revenue | Revenue Type (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------------- | :------------ | :------------ | :--------- | :--------- | | SaaS and PaaS | $508,341 | $451,131 | $57,210 | 13% | | License | $141,204 | $95,555 | $45,649 | 48% | | Maintenance | $99,063 | $96,487 | $2,576 | 3% | | Services | $47,215 | $46,325 | $890 | 2% | - License revenue increased significantly by **$45.6 million (48%)**, driven by the relative size of new license and capacity events[160](index=160&type=chunk)[164](index=164&type=chunk) - SaaS and PaaS revenue increased by **$57.2 million (13%)**, primarily due to new customer go-lives and higher transaction volumes[159](index=159&type=chunk)[164](index=164&type=chunk) [Operating Expenses (Six Months)](index=37&type=section&id=Operating%20Expenses) Analysis of operating expenses for the six months ended June 30, 2025, showing increases across most categories, particularly Cost of Revenue and General and Administrative, with a decrease in Depreciation and Amortization | Expense Type (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------------- | :------------ | :------------ | :--------- | :--------- | | Cost of Revenue | $448,178 | $394,345 | $53,833 | 14% | | Research and Development | $80,015 | $70,403 | $9,612 | 14% | | Selling and Marketing | $60,927 | $55,301 | $5,626 | 10% | | General and Administrative | $65,243 | $50,993 | $14,250 | 28% | | Depreciation and Amortization | $48,086 | $55,195 | $(7,109) | (13)% | - Cost of revenue increased by **$53.8 million (14%)**, primarily due to higher payment card interchange and personnel expenses[166](index=166&type=chunk)[173](index=173&type=chunk) - General and administrative expenses increased by **$14.3 million (28%)**, driven by higher personnel and professional fees, including a **$6.1 million** increase in stock-based compensation[169](index=169&type=chunk)[174](index=174&type=chunk) - Depreciation and amortization decreased by **$7.1 million (13%)** due to fully amortized intangibles[170](index=170&type=chunk) [Other Income and Expense (Six Months)](index=38&type=section&id=Other%20Income%20and%20Expense) Review of other income and expense items for the six months ended June 30, 2025, highlighting a significant gain from the sale of an equity investment | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Interest Expense | $(29,210) | $(37,481) | $8,271 | (22)% | | Interest Income | $7,998 | $7,962 | $36 | 0% | | Other, Net | $17,347 | $(869) | $18,216 | 2096% | - Interest expense decreased by **$8.3 million (22%)** due to lower comparative debt balances and decreased interest rates[171](index=171&type=chunk) - Other, net significantly improved from an expense of **$0.9 million** in 2024 to an income of **$17.3 million** in 2025, primarily driven by a **$25.9 million** gain on the sale of an equity method investment[175](index=175&type=chunk) [Income Taxes (Six Months)](index=39&type=section&id=Income%20Taxes) Brief reference to income tax details provided in Note 10 of the financial statements - Income tax expense for the six months ended June 30, 2025, was **$18.44 million**, up from **$9.74 million** in the prior year[157](index=157&type=chunk) - The effective tax rate for the six months ended June 30, 2025, was **21%**[99](index=99&type=chunk) [Segment Results](index=39&type=section&id=Segment%20Results) This section summarizes the financial performance of the Payment Software and Biller segments, highlighting changes in revenue and Segment Adjusted EBITDA for both the three and six-month periods | Segment (in thousands) | 3 Months Ended June 30, 2025 Revenue | 3 Months Ended June 30, 2024 Revenue | 6 Months Ended June 30, 2025 Revenue | 6 Months Ended June 30, 2024 Revenue | | :--------------------- | :----------------------------------- | :----------------------------------- | :----------------------------------- | :----------------------------------- | | Payment Software | $179,343 | $181,666 | $380,068 | $322,823 | | Biller | $221,915 | $191,813 | $415,755 | $366,675 | | Segment (in thousands) | 3 Months Ended June 30, 2025 Adj. EBITDA | 3 Months Ended June 30, 2024 Adj. EBITDA | 6 Months Ended June 30, 2025 Adj. EBITDA | 6 Months Ended June 30, 2024 Adj. EBITDA | | :--------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Payment Software | $83,278 | $94,587 | $189,839 | $146,876 | | Biller | $39,785 | $37,435 | $70,680 | $68,172 | - Payment Software revenue decreased by **$2.3 million** for the three months but increased by **$57.2 million** for the six months, primarily due to license and capacity revenue growth[178](index=178&type=chunk)[180](index=180&type=chunk) - Biller revenue increased by **$30.1 million** for the three months and **$49.1 million** for the six months, driving Segment Adjusted EBITDA growth despite increased operating expenses[179](index=179&type=chunk)[181](index=181&type=chunk) [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's liquidity needs, sources of funds, available liquidity, and activities related to its stock repurchase program and cash flows - Primary liquidity needs include funding operating expenses, debt requirements, acquisitions, capital expenditures, and lease payments, expected to be met by cash flow from operations, cash equivalents, and revolving credit facility[182](index=182&type=chunk) | Available Liquidity (in thousands) | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :------------ | :---------------- | | Cash and cash equivalents | $189,697 | $216,394 | | Availability under revolving credit facility | $338,100 | $528,100 | | **Total liquidity** | **$527,797** | **$744,494** | - Total liquidity decreased by **$216.7 million**, primarily due to increased borrowings on the revolving credit facility used to redeem the 2026 Notes[184](index=184&type=chunk) - The company repurchased **2,713,799 shares** for **$134.7 million** during the six months ended June 30, 2025, with **$223.5 million** remaining authorized under the stock repurchase program[187](index=187&type=chunk) [Cash Flows](index=40&type=section&id=Cash%20Flows) Detailed analysis of cash flows from operating, investing, and financing activities for the six months ended June 30, 2025, compared to the same period in 2024 | Cash Flow Activity (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------- | :--------------------------- | :--------------------------- | | Operating activities | $128,018 | $178,258 | | Investing activities | $29,553 | $(23,978) | | Financing activities | $(129,543) | $(170,273) | - Operating cash flows decreased by **$50.2 million**, mainly due to lower customer receipt collections and higher income taxes paid[190](index=190&type=chunk) - Investing activities generated a net inflow of **$29.6 million**, a significant improvement from a **$24.0 million** outflow in the prior year, primarily due to proceeds from the sale of an equity investment[193](index=193&type=chunk) - Financing activities resulted in a net outflow of **$129.5 million**, a decrease from **$170.3 million** in the prior year, influenced by debt redemptions, new borrowings, and stock repurchases[195](index=195&type=chunk) [Contractual Obligations and Commercial Commitments](index=41&type=section&id=Contractual%20Obligations%20and%20Commercial%20Commitments) This section states that there have been no material changes to contractual obligations and commercial commitments since the last Form 10-K, other than those disclosed in Note 3, Debt - No material changes to contractual obligations and commercial commitments for the six months ended June 30, 2025, beyond those detailed in Note 3, Debt[196](index=196&type=chunk) [Critical Accounting Estimates](index=41&type=section&id=Critical%20Accounting%20Estimates) This section reiterates the critical accounting policies and estimates, including revenue recognition, intangible assets and goodwill, stock-based compensation, and accounting for income taxes, noting no significant changes during the period - Critical accounting policies and estimates include Revenue Recognition, Intangible Assets and Goodwill, Stock-Based Compensation, and Accounting for Income Taxes[198](index=198&type=chunk)[204](index=204&type=chunk) - There were no significant changes to critical accounting policies and estimates during the six months ended June 30, 2025[198](index=198&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=42&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section discusses the company's exposure to market risks, primarily related to fluctuations in foreign currency exchange rates and interest rates, and quantifies the potential impact of these risks - No material changes to market risk for the six months ended June 30, 2025, excluding the impact of interest rate changes, inflationary pressures, and global financial market uncertainty[199](index=199&type=chunk) - A hypothetical **10%** increase or decrease in effective interest rates would increase or decrease interest income by **$0.3 million** annually[200](index=200&type=chunk) - For the **$903.8 million** outstanding under the Credit Facility (floating rate of **6.17%** as of June 30, 2025), a hypothetical **10%** increase or decrease in effective interest rates would change interest expense by approximately **$5.6 million**[201](index=201&type=chunk) - The company does not engage in foreign currency hedging transactions or hold derivative financial instruments for speculation[199](index=199&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=42&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) This section confirms the effectiveness of the company's disclosure controls and procedures and reports no material changes in internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were effective as of June 30, 2025[202](index=202&type=chunk) - There have been no material changes in internal control over financial reporting during the quarter ended June 30, 2025[203](index=203&type=chunk) PART II – OTHER INFORMATION [ITEM 1. LEGAL PROCEEDINGS](index=43&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) This section states that the company is not currently a party to any legal proceedings that are likely to have a material adverse effect on its financial condition or results of operations - The company is not involved in any legal proceedings that are expected to have a material adverse effect on its financial condition or results of operations[205](index=205&type=chunk) [ITEM 1A. RISK FACTORS](index=43&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section indicates that there have been no material changes to the risk factors previously disclosed in the company's annual report on Form 10-K - No material changes to the risk factors disclosed in the Form 10-K for the fiscal year ended December 31, 2024[206](index=206&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=43&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) This section provides information on the company's common stock repurchases during the three months ended June 30, 2025, under its authorized stock repurchase program | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :--------------------------------- | :----------------------------- | :--------------------------- | | April 1, 2025 through April 30, 2025 | 899,556 | $52.09 | | May 1, 2025 through May 31, 2025 | 1,266,817 | $47.69 | | June 1, 2025 through June 30, 2025 | 543,950 | $46.42 | | **Total** | **2,710,323** | | - The company repurchased **2,710,323 shares** of common stock during the three months ended June 30, 2025[207](index=207&type=chunk) - As of June 30, 2025, approximately **$223.5 million** remained authorized for purchase under the stock repurchase program[207](index=207&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=44&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) This section states that there are no defaults upon senior securities to report [ITEM 4. MINE SAFETY DISCLOSURES](index=44&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This section states that mine safety disclosures are not applicable to the company [ITEM 5. OTHER INFORMATION](index=44&type=section&id=ITEM%205.%20OTHER%20INFORMATION) This section provides updates on Rule 10b5-1 plans and changes to equity award agreements for executive leadership - No directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement during the three months ended June 30, 2025[211](index=211&type=chunk) - The Board approved new forms of Restricted Share Unit (RSU) and Performance Share Award (PSA) agreements for executive leadership, revising the definition of retirement and applying retirement treatment only after six months from the grant date[212](index=212&type=chunk) - An omnibus amendment was approved for former CFO Scott Behrens's outstanding RSUs and PSAs, incorporating the revised retirement provision and specifying settlement timing[214](index=214&type=chunk) [ITEM 6. EXHIBITS](index=45&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed as part of the Form 10-Q, including organizational documents, equity award agreements, and certifications - The exhibits include various corporate documents, equity award agreements (e.g., Form of Performance Share Award Agreement, Form of Executive Restricted Share Unit Award Agreement), and certifications (e.g., Section 302 and 906 certifications)[216](index=216&type=chunk) [SIGNATURE](index=46&type=section&id=SIGNATURE) This section contains the signature of the registrant, ACI Worldwide, Inc., by its Principal Financial Officer, Robert W. Leibrock, certifying the filing of the report - The report is signed by Robert W. Leibrock, Executive Vice President, Chief Financial Officer, and Chief Accounting Officer of ACI Worldwide, Inc., on August 7, 2025[220](index=220&type=chunk)

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE MONTH OF AUGUST 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K COMMISSION FILE NUMBER 001-38976 Genmab A/S (Exact name of Registrant as specified in its charter) Carl Jacobsens Vej 30 2500 Valby Denmark +45 70 20 27 28 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-27512 CSG SYSTEMS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorp ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from N/A to . Commission file number 0-23695 BROOKLINE BANCORP, INC. (Exact name of registrant as specified in its charter) Delaware 04-3402944 (I.R.S. Employer Ident ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________to__________. Commission file number: 1-12997 Maximus, Inc. | (Exact name of registrant as specified in its charter) Virginia | 54-100 ...

[Part I. Financial Information](index=3&type=section&id=Part%20I.%2E%20Financial%20Information) This section provides the company's unaudited condensed consolidated financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures for the interim period [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed consolidated financial statements for interim periods, including balance sheets, income, comprehensive income, cash flow, and equity statements, with detailed notes [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Presents the company's financial position at June 30, 2025, June 30, 2024, and December 31, 2024, showing increases in assets and liabilities Condensed Consolidated Balance Sheets (Dollars in thousands) | Asset/Liability/Equity | June 30, 2025 ($ thousands) | June 30, 2024 ($ thousands) | Dec. 31, 2024 ($ thousands) | | :--------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | **Assets** | | | | | Cash and cash equivalents | 317,462 | 302,795 | 822,854 | | Trade accounts receivable, net | 1,242,066 | 1,056,785 | 594,279 | | Inventories | 1,258,511 | 1,005,589 | 928,056 | | Total current assets | 3,008,844 | 2,538,633 | 2,522,683 | | Property, plant and equipment, net | 2,382,104 | 1,933,591 | 2,282,903 | | Goodwill | 2,484,557 | 1,987,284 | 2,316,031 | | Other intangible assets, net | 906,743 | 685,043 | 869,468 | | Total Assets | 9,410,393 | 7,693,237 | 8,584,668 | | **Liabilities** | | | | | Revolving loans and current portion of long-term debt | 1,937,384 | 1,398,246 | 716,932 | | Trade accounts payable | 757,494 | 658,118 | 1,111,607 | | Total current liabilities | 3,134,537 | 2,395,997 | 2,247,532 | | Long-term debt | 3,114,693 | 2,530,718 | 3,419,921 | | Total Liabilities | 7,183,575 | 5,759,547 | 6,595,087 | | **Stockholders' Equity** | | | | | Total stockholders' equity | 2,222,218 | 1,933,690 | 1,989,581 | | Total Liabilities and Stockholders' Equity | 9,410,393 | 7,693,237 | 8,584,668 | [Condensed Consolidated Statements of Income](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) Presents income statements for the three and six months ended June 30, 2025 and 2024, showing increased net sales, gross profit, and net income Condensed Consolidated Statements of Income (Dollars and shares in thousands, except per share amounts) | Metric | Three Months Ended June 30, 2025 ($ thousands) | Three Months Ended June 30, 2024 ($ thousands) | Six Months Ended June 30, 2025 ($ thousands) | Six Months Ended June 30, 2024 ($ thousands) | | :-------------------------------- | :----------------------------------- | :----------------------------------- | :----------------------------------- | :----------------------------------- | | Net sales | 1,539,161 | 1,381,365 | 3,005,822 | 2,698,403 | | Cost of goods sold | 1,240,070 | 1,125,361 | 2,436,328 | 2,218,920 | | Gross profit | 299,091 | 256,004 | 569,494 | 479,483 | | Selling, general and administrative expenses | 121,836 | 107,701 | 250,923 | 208,177 | | Rationalization charges | 9,864 | 6,859 | 20,823 | 18,550 | | Income before interest and income taxes | 167,531 | 141,853 | 298,075 | 253,572 | | Interest and other debt expense | 48,699 | 41,343 | 91,627 | 79,990 | | Income before income taxes | 118,832 | 100,510 | 206,448 | 173,582 | | Provision for income taxes | 30,443 | 24,413 | 51,259 | 42,321 | | Net income | 88,944 | 76,097 | 156,906 | 131,261 | | Basic net income per share | 0.83 | 0.71 | 1.47 | 1.23 | | Diluted net income per share | 0.83 | 0.71 | 1.46 | 1.23 | [Condensed Consolidated Statements of Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) Details comprehensive income for the three and six months ended June 30, 2025 and 2024, highlighting foreign currency translation gains Condensed Consolidated Statements of Comprehensive Income (Dollars in thousands) | Metric | Three Months Ended June 30, 2025 ($ thousands) | Three Months Ended June 30, 2024 ($ thousands) | Six Months Ended June 30, 2025 ($ thousands) | Six Months Ended June 30, 2024 ($ thousands) | | :----------------------------------- | :----------------------------------- | :----------------------------------- | :----------------------------------- | :----------------------------------- | | Net income | 88,944 | 76,097 | 156,906 | 131,261 | | Other comprehensive income (loss), net of tax: | | | | | | Changes in net prior service credit and actuarial losses | 1,425 | 1,411 | 2,825 | 2,814 | | Change in fair value of derivatives | (5,087) | 527 | (2,016) | 2,952 | | Foreign currency translation | 71,669 | (27,478) | 117,169 | (51,935) | | Other comprehensive income (loss) | 68,007 | (25,540) | 117,978 | (46,169) | | Comprehensive income | 156,951 | 50,557 | 274,884 | 85,092 | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Outlines cash flows for the six months ended June 30, 2025 and 2024, showing significant operating cash outflow offset by financing activities Condensed Consolidated Statements of Cash Flows (Dollars in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 ($ thousands) | Six Months Ended June 30, 2024 ($ thousands) | | :----------------------------------- | :----------------------------------- | :----------------------------------- | | Net income | 156,906 | 131,261 | | Depreciation and amortization | 155,335 | 131,932 | | Trade accounts receivable, net | (601,838) | (474,482) | | Inventories | (293,758) | (74,498) | | Trade accounts payable | (279,697) | (227,429) | | Net cash (used in) operating activities | (904,851) | (526,913) | | Capital expenditures | (155,693) | (131,442) | | Net cash (used in) investing activities | (145,844) | (128,408) | | Borrowings under revolving loans | 1,409,738 | 739,385 | | Repayments of long-term debt | (706,274) | (100,000) | | Dividends paid on common stock | (43,362) | (41,453) | | Repurchase of common stock | (6,873) | (7,735) | | Net cash provided by financing activities | 513,872 | 328,946 | | Effect of exchange rate changes on cash and cash equivalents | 31,431 | (13,753) | | Net (decrease) in cash and cash equivalents | (505,392) | (340,128) | | Balance at beginning of year | 822,854 | 642,923 | | Balance at end of period | 317,462 | 302,795 | [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) Details changes in stockholders' equity for the periods ended June 30, 2025 and 2024, driven by net income and foreign currency translation gains Condensed Consolidated Statements of Stockholders' Equity (Dollars and shares in thousands, except per share amounts) | Metric | June 30, 2025 ($ thousands) | June 30, 2024 ($ thousands) | Dec. 31, 2024 ($ thousands) | | :----------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Common stock - shares outstanding (end of period) | 106,993 | 106,779 | 106,795 | | Common stock - par value (end of period) | 1,751 | 1,751 | 1,751 | | Paid-in capital (end of period) | 374,582 | 360,344 | 367,871 | | Retained earnings (end of period) | 3,516,444 | 3,298,525 | 3,402,667 | | Accumulated other comprehensive loss (end of period) | (235,379) | (297,530) | (353,357) | | Treasury stock (end of period) | (1,435,180) | (1,429,400) | (1,429,351) | | Total stockholders' equity (end of period) | 2,222,218 | 1,933,690 | 1,989,581 | | Dividends declared on common stock per share (six months) | 0.40 | 0.38 | N/A | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed disclosures on accounting policies, revenue, rationalization, comprehensive loss, inventory, debt, financial instruments, and segment information [Note 1. Significant Accounting Policies](index=9&type=section&id=Note%201.%20Significant%20Accounting%20Policies) Outlines the basis of presentation for interim financial statements, prepared under U.S. GAAP and to be read with the 2024 Form 10-K - Interim financial statements are prepared under U.S. GAAP, including normal recurring accruals, and should be read with the 2024 Form 10-K[20](index=20&type=chunk)[21](index=21&type=chunk) [Note 2. Revenue](index=9&type=section&id=Note%202.%20Revenue) Disaggregates revenue by segment and geography, highlighting growth in Dispensing and Specialty Closures and European markets Revenues by Segment (Dollars in thousands) | Segment | Three Months Ended June 30, 2025 ($ thousands) | Three Months Ended June 30, 2024 ($ thousands) | Six Months Ended June 30, 2025 ($ thousands) | Six Months Ended June 30, 2024 ($ thousands) | | :-------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Dispensing and Specialty Closures | 702,187 | 565,377 | 1,373,290 | 1,101,297 | | Metal Containers | 676,056 | 650,796 | 1,304,483 | 1,267,925 | | Custom Containers | 160,918 | 165,192 | 328,049 | 329,181 | | **Total Revenues** | **1,539,161** | **1,381,365** | **3,005,822** | **2,698,403** | Revenues by Geography (Dollars in thousands) | Geography | Three Months Ended June 30, 2025 ($ thousands) | Three Months Ended June 30, 2024 ($ thousands) | Six Months Ended June 30, 2025 ($ thousands) | Six Months Ended June 30, 2024 ($ thousands) | | :-------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | North America | 1,041,051 | 1,034,401 | 2,058,621 | 2,016,364 | | Europe and other | 498,110 | 346,964 | 947,201 | 682,039 | | **Total Revenues** | **1,539,161** | **1,381,365** | **3,005,822** | **2,698,403** | - Contract assets (unbilled receivables) were **$121.7 million** at June 30, 2025, up from $101.4 million at June 30, 2024[22](index=22&type=chunk) [Note 3. Rationalization Charges](index=10&type=section&id=Note%203.%20Rationalization%20Charges) Details rationalization charges by segment and activity, with projections for remaining expenses and cash expenditures Rationalization Charges by Segment (Dollars in thousands) | Segment | Three Months Ended June 30, 2025 ($ thousands) | Three Months Ended June 30, 2024 ($ thousands) | Six Months Ended June 30, 2025 ($ thousands) | Six Months Ended June 30, 2024 ($ thousands) | | :-------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Dispensing and Specialty Closures | 3,275 | 3,191 | 7,646 | 9,748 | | Metal Containers | 5,140 | 2,493 | 10,072 | 6,077 | | Custom Containers | 1,449 | 1,175 | 3,105 | 2,725 | | **Total** | **9,864** | **6,859** | **20,823** | **18,550** | Activity in Rationalization Reserves (Dollars in thousands) | Category | Balance at Dec. 31, 2024 ($ thousands) | Charged to expense ($ thousands) | Utilized and currency translation ($ thousands) | Balance at June 30, 2025 ($ thousands) | | :-------------------- | :----------------------- | :----------------- | :-------------------------------- | :----------------------- | | Employee Severance and Benefits | 29,318 | 6,181 | (4,126) | 31,373 | | Plant Exit Costs | — | 3,910 | (3,910) | — | | Non-Cash Asset Write-Downs | — | 10,732 | (10,732) | — | | **Total** | **29,318** | **20,823** | **(18,768)** | **31,373** | - Remaining expenses for rationalization plans (excluding Central States Pension Plan withdrawal) are expected to be **$16.1 million**, with cash expenditures of **$21.6 million**; Central States Pension Plan withdrawal liability will incur approximately **$0.8 million annually** through 2040[24](index=24&type=chunk) [Note 4. Accumulated Other Comprehensive Loss](index=11&type=section&id=Note%204.%20Accumulated%20Other%20Comprehensive%20Loss) Explains the change in accumulated other comprehensive loss, primarily driven by foreign currency translation gains Accumulated Other Comprehensive Loss (Dollars in thousands) | Component | Balance at Dec. 31, 2024 ($ thousands) | Other comprehensive income before reclassifications ($ thousands) | Amounts reclassified from accumulated other comprehensive loss ($ thousands) | Other comprehensive income ($ thousands) | Balance at June 30, 2025 ($ thousands) | | :-------------------------------- | :----------------------- | :-------------------------------------------------- | :----------------------------------------------------------- | :------------------------- | :----------------------- | | Unrecognized Net Defined Benefit Plan Costs | (129,988) | — | 2,825 | 2,825 | (127,163) | | Fair Value of Derivatives | (5,039) | (871) | (1,145) | (2,016) | (7,055) | | Foreign Currency Translation | (218,330) | 117,169 | — | 117,169 | (101,161) | | **Total** | **(353,357)** | **116,298** | **1,680** | **117,978** | **(235,379)** | - Foreign currency translation gains of **$117.2 million** for the six months ended June 30, 2025, significantly reduced the accumulated other comprehensive loss, driven by foreign subsidiary financial statement translation gains (**$225.4 million**) and partially offset by net investment hedge losses (**$(141.7) million**)[26](index=26&type=chunk)[28](index=28&type=chunk) [Note 5. Inventories](index=12&type=section&id=Note%205.%20Inventories) Provides a breakdown of inventories by category, showing an increase in total inventories at June 30, 2025 Inventories (Dollars in thousands) | Category | June 30, 2025 ($ thousands) | June 30, 2024 ($ thousands) | Dec. 31, 2024 ($ thousands) | | :----------------------------------- | :------------ | :------------ | :------------ | | Raw materials | 490,214 | 408,681 | 450,389 | | Work-in-process | 231,578 | 190,661 | 199,030 | | Finished goods | 788,044 | 706,234 | 530,406 | | Other | 17,636 | 17,395 | 17,192 | | Subtotal | 1,527,472 | 1,322,971 | 1,197,017 | | Adjustment to value inventory at cost on the LIFO method | (268,961) | (317,382) | (268,961) | | **Total Inventories** | **1,258,511** | **1,005,589** | **928,056** | [Note 6. Long-Term Debt](index=12&type=section&id=Note%206.%20Long-Term%20Debt) Details the company's long-term debt, showing an increase in total debt principal due to bank debt and a significant repayment of Senior Notes Long-Term Debt (Dollars in thousands) | Debt Type | June 30, 2025 ($ thousands) | June 30, 2024 ($ thousands) | Dec. 31, 2024 ($ thousands) | | :----------------------------------- | :------------ | :------------ | :------------ | | Bank debt: | | | | | Bank revolving loans | 1,361,887 | — | — | | U.S. term loans | 850,000 | 850,000 | 850,000 | | Euro term loans | 1,056,421 | — | 931,950 | | Other foreign bank revolving and term loans | 67,224 | 54,277 | 35,725 | | **Total bank debt** | **3,335,532** | **1,569,277** | **1,817,675** | | 4⅛% Senior Notes | 600,000 | 600,000 | 600,000 | | 2¼% Senior Notes | 586,900 | 535,850 | 517,750 | | 1.4% Senior Secured Notes | 500,000 | 500,000 | 500,000 | | 3¼% Senior Notes | — | 696,605 | 673,075 | | Finance leases | 40,943 | 38,134 | 41,673 | | **Total debt - principal** | **5,063,375** | **3,939,866** | **4,150,173** | | Less unamortized debt issuance costs and debt discount | 11,298 | 10,902 | 13,320 | | **Total debt** | **5,052,077** | **3,928,964** | **4,136,853** | | Less current portion | 1,937,384 | 1,398,246 | 716,932 | | **Long-term debt** | **3,114,693** | **2,530,718** | **3,419,921** | - On March 15, 2025, the company repaid **€650.0 million** of 3¼% Senior Notes due 2025, funded by Euro revolving loan borrowings and cash on hand[31](index=31&type=chunk) [Note 7. Financial Instruments](index=13&type=section&id=Note%207.%20Financial%20Instruments) Discusses the company's use of derivative financial instruments to manage market risks, including fair value measurements and hedging strategies Carrying Amounts and Estimated Fair Values of Financial Instruments at June 30, 2025 (Dollars in thousands) | Instrument | Carrying Amount ($ thousands) | Fair Value ($ thousands) | | :-------------------------- | :-------------- | :--------- | | **Assets:** | | | | Cash and cash equivalents | 317,462 | 317,462 | | **Liabilities:** | | | | Bank debt | 3,335,532 | 3,335,532 | | 4⅛% Senior Notes | 599,629 | 589,818 | | 2¼% Senior Notes | 586,900 | 568,677 | | 1.4% Senior Secured Notes | 499,957 | 486,515 | - Derivative instruments (interest rate and natural gas swaps) are used to manage interest rate and natural gas cost exposures, not for trading or speculation, and are classified within Level 2 for fair value measurement[34](index=34&type=chunk)[37](index=37&type=chunk)[38](index=38&type=chunk) - Foreign currency exchange rate risk is minimized through Euro-denominated borrowings and internal hedging strategies, including net investment hedges, which resulted in foreign currency losses of **$(141.7) million** for the six months ended June 30, 2025[39](index=39&type=chunk)[42](index=42&type=chunk) [Note 8. Commitments and Contingencies](index=15&type=section&id=Note%208.%20Commitments%20and%20Contingencies) States that no pending legal proceedings are expected to materially adversely affect the company's business or financial condition - No pending legal proceedings are expected to have a material adverse effect on the company's business or financial condition[43](index=43&type=chunk) [Note 9. Supply Chain Finance Program](index=15&type=section&id=Note%209.%20Supply%20Chain%20Finance%20Program) Describes the company's supply chain finance program and the outstanding payables under it - The company has a supply chain finance program where suppliers can elect to sell receivables to a financial institution, with outstanding payables under this program totaling **$248.4 million** at June 30, 2025[44](index=44&type=chunk) [Note 10. Retirement Benefits](index=15&type=section&id=Note%2010.%20Retirement%20Benefits) Details net periodic pension and other postretirement benefit costs, showing slight increases in pension costs and decreases in postretirement costs Net Periodic Pension Benefit Cost (Dollars in thousands) | Component | Three Months Ended June 30, 2025 ($ thousands) | Three Months Ended June 30, 2024 ($ thousands) | Six Months Ended June 30, 2025 ($ thousands) | Six Months Ended June 30, 2024 ($ thousands) | | :-------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Service cost | 1,968 | 2,164 | 3,912 | 4,329 | | Interest cost | 8,177 | 8,408 | 16,296 | 16,821 | | Expected return on plan assets | (10,256) | (10,771) | (20,513) | (21,542) | | Amortization of prior service cost | 5 | 23 | 13 | 46 | | Amortization of actuarial losses | 1,883 | 1,853 | 3,776 | 3,705 | | **Net periodic benefit cost** | **1,777** | **1,677** | **3,484** | **3,359** | Net Periodic Other Postretirement Benefit Cost (Dollars in thousands) | Component | Three Months Ended June 30, 2025 ($ thousands) | Three Months Ended June 30, 2024 ($ thousands) | Six Months Ended June 30, 2025 ($ thousands) | Six Months Ended June 30, 2024 ($ thousands) | | :-------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Service cost | 6 | 7 | 10 | 14 | | Interest cost | 151 | 167 | 302 | 332 | | Amortization of prior service credit | (14) | (5) | (29) | (10) | | Amortization of actuarial gains | (86) | (84) | (172) | (168) | | **Net periodic benefit cost** | **57** | **85** | **111** | **168** | [Note 11. Income Taxes](index=16&type=section&id=Note%2011.%20Income%20Taxes) Discusses the IRS review of the 2023 tax year and the company's participation in the Compliance Assurance Program for 2024 and 2025 - The IRS completed its review of the 2023 tax year with no changes, and the company is participating in the Compliance Assurance Program for 2024 and 2025[46](index=46&type=chunk) [Note 12. Treasury Stock](index=16&type=section&id=Note%2012.%20Treasury%20Stock) Details the common stock repurchase program and shares repurchased for tax requirements related to vested restricted stock units - A **$300.0 million** common stock repurchase authorization is in effect until December 31, 2026, with **$93.3 million** remaining as of June 30, 2025; no shares were repurchased under this authorization in the first six months of 2025[47](index=47&type=chunk) - During the first six months of 2025, **127,278 shares** were repurchased at an average cost of **$54.00** to satisfy minimum employee withholding tax requirements for vested restricted stock units[48](index=48&type=chunk) [Note 13. Stock-Based Compensation](index=16&type=section&id=Note%2013.%20Stock-Based%20Compensation) Reports the grant of restricted stock units and their fair value during the first six months of 2025 - **727,234 restricted stock units** were granted in the first six months of 2025, with a fair value of **$39.3 million**, to be amortized over the vesting period[50](index=50&type=chunk) [Note 14. Segment Information](index=17&type=section&id=Note%2014.%20Segment%20Information) Provides segment-level performance based on Adjusted EBIT, highlighting net sales and Adjusted EBIT for Dispensing and Specialty Closures, Metal Containers, and Custom Containers Reportable Segment Information - Net Sales (Dollars in thousands) | Segment | Three Months Ended June 30, 2025 ($ thousands) | Three Months Ended June 30, 2024 ($ thousands) | Six Months Ended June 30, 2025 ($ thousands) | Six Months Ended June 30, 2024 ($ thousands) | | :-------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Dispensing and Specialty Closures | 702,187 | 565,377 | 1,373,290 | 1,101,297 | | Metal Containers | 676,056 | 650,796 | 1,304,483 | 1,267,925 | | Custom Containers | 160,918 | 165,192 | 328,049 | 329,181 | | **Total Net Sales** | **1,539,161** | **1,381,365** | **3,005,822** | **2,698,403** | Reportable Segment Information - Adjusted EBIT (Dollars in thousands) | Segment | Three Months Ended June 30, 2025 ($ thousands) | Three Months Ended June 30, 2024 ($ thousands) | Six Months Ended June 30, 2025 ($ thousands) | Six Months Ended June 30, 2024 ($ thousands) | | :-------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Dispensing and Specialty Closures | 107,925 | 92,707 | 207,128 | 170,557 | | Metal Containers | 70,771 | 58,513 | 120,327 | 103,467 | | Custom Containers | 24,929 | 22,545 | 49,513 | 42,713 | | Corporate | (10,654) | (8,401) | (25,727) | (15,893) | | **Total Adjusted EBIT** | **192,971** | **165,364** | **351,241** | **300,844** | Reconciliation of Total Adjusted EBIT to Income Before Income Taxes (Dollars in thousands) | Metric | Three Months Ended June 30, 2025 ($ thousands) | Three Months Ended June 30, 2024 ($ thousands) | Six Months Ended June 30, 2025 ($ thousands) | Six Months Ended June 30, 2024 ($ thousands) | | :----------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Total adjusted EBIT | 192,971 | 165,364 | 351,241 | 300,844 | | Less: | | | | | | Acquired intangible asset amortization expense | 15,946 | 12,356 | 31,359 | 25,637 | | Other pension (income) for U.S. pension plans | (925) | (1,211) | (1,850) | (2,422) | | Equity in earnings of affiliates, net of tax | 555 | — | 1,717 | — | | Rationalization charges | 9,864 | 6,859 | 20,823 | 18,550 | | Costs attributed to announced acquisitions | — | 5,507 | 1,117 | 5,507 | | **Income before interest and income taxes** | **167,531** | **141,853** | **298,075** | **253,572** | | Interest and other debt expense | 48,699 | 41,343 | 91,627 | 79,990 | | **Income before income taxes** | **118,832** | **100,510** | **206,448** | **173,582** | - The Metal Containers segment and part of the Dispensing and Specialty Closures segment experience seasonality due to fruit and vegetable harvests, leading to historically higher unit sales and disproportionate Adjusted EBIT in the third quarter[53](index=53&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's discussion and analysis of financial condition and results, covering net sales, income, segment performance, liquidity, and capital allocation [General](index=19&type=section&id=General) Introduces Silgan Holdings Inc. as a rigid packaging manufacturer, outlining its strategic focus on growth, cost reduction, and acquisitions - Silgan is a leading manufacturer of sustainable rigid packaging solutions across three main product categories: dispensing and specialty closures, metal containers, and custom plastic containers[58](index=58&type=chunk) - The company's strategy focuses on increasing shareholder value through business growth, cost reduction, building competitive positions, and strategic acquisitions, such as the October 2024 acquisition of Weener Packaging[59](index=59&type=chunk)[60](index=60&type=chunk) [Results of Operations](index=20&type=section&id=RESULTS%20OF%20OPERATIONS) Analyzes consolidated net sales, gross profit, and income before interest and income taxes, highlighting the impact of acquisitions and productivity improvements Consolidated Income Statement Data as a Percentage of Net Sales | Metric | Three Months Ended June 30, 2025 (%) | Three Months Ended June 30, 2024 (%) | Six Months Ended June 30, 2025 (%) | Six Months Ended June 30, 2024 (%) | | :----------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Net sales: | | | | | | Dispensing and Specialty Closures | 45.6 | 40.9 | 45.7 | 40.8 | | Metal Containers | 43.9 | 47.1 | 43.4 | 47.0 | | Custom Containers | 10.5 | 12.0 | 10.9 | 12.2 | | Consolidated | 100.0 | 100.0 | 100.0 | 100.0 | | Cost of goods sold | 80.6 | 81.5 | 81.1 | 82.2 | | Gross profit | 19.4 | 18.5 | 18.9 | 17.8 | | Selling, general and administrative expenses | 7.9 | 7.8 | 8.3 | 7.7 | | Rationalization charges | 0.6 | 0.4 | 0.7 | 0.7 | | Income before interest and income taxes | 10.9 | 10.3 | 9.9 | 9.4 | | Interest and other debt expense | 3.2 | 3.0 | 3.0 | 2.9 | | Income before income taxes | 7.7 | 7.3 | 6.9 | 6.5 | | Provision for income taxes | 2.0 | 1.8 | 1.7 | 1.6 | | Income before equity in earnings of affiliates | 5.7 | 5.5 | 5.2 | 4.9 | | Equity in earnings of affiliates, net of tax | 0.1 | — | 0.1 | — | | Net income | 5.8 | 5.5 | 5.3 | 4.9 | Consolidated Net Sales (Dollars in millions) | Segment | Three Months Ended June 30, 2025 ($ millions) | Three Months Ended June 30, 2024 ($ millions) | Six Months Ended June 30, 2025 ($ millions) | Six Months Ended June 30, 2024 ($ millions) | | :-------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Dispensing and Specialty Closures | 702.2 | 565.4 | 1,373.3 | 1,101.3 | | Metal Containers | 676.1 | 650.8 | 1,304.5 | 1,267.9 | | Custom Containers | 160.9 | 165.2 | 328.0 | 329.2 | | **Consolidated** | **1,539.2** | **1,381.4** | **3,005.8** | **2,698.4** | Consolidated Income Before Interest and Income Taxes (Dollars in millions) | Segment | Three Months Ended June 30, 2025 ($ millions) | Three Months Ended June 30, 2024 ($ millions) | Six Months Ended June 30, 2025 ($ millions) | Six Months Ended June 30, 2024 ($ millions) | | :-------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Dispensing and Specialty Closures | 89.8 | 78.9 | 169.7 | 138.7 | | Metal Containers | 65.7 | 56.3 | 110.5 | 98.0 | | Custom Containers | 22.6 | 20.5 | 44.7 | 38.3 | | Corporate | (10.6) | (13.9) | (26.8) | (21.4) | | **Consolidated** | **167.5** | **141.8** | **298.1** | **253.6** | - Consolidated net sales increased by **11.4%** to **$1.5 billion** in Q2 2025 and **$3.0 billion** in H1 2025, primarily driven by the Weener Packaging acquisition and higher organic unit volumes in dispensing products[62](index=62&type=chunk)[64](index=64&type=chunk) - Gross profit margin increased by **0.9 percentage points** in Q2 2025 (to **19.4%**) and **1.1 percentage points** in H1 2025 (to **18.9%**)[65](index=65&type=chunk) - Income before interest and income taxes increased by **$25.7 million** (Q2 2025) and **$44.5 million** (H1 2025), with margins improving to **10.9%** and **9.9%** respectively, largely due to Weener Packaging and improved manufacturing productivity[67](index=67&type=chunk)[68](index=68&type=chunk) - Interest and other debt expense increased by **$7.4 million** (Q2 2025) and **$11.6 million** (H1 2025) due to higher average borrowings related to the Weener Packaging acquisition[69](index=69&type=chunk) - Effective tax rates increased slightly to **25.6%** (Q2 2025) and **24.8%** (H1 2025) primarily due to changes in the geographic mix of profit[70](index=70&type=chunk) [Non-GAAP Measures](index=22&type=section&id=Non-GAAP%20Measures) Explains the use of non-GAAP measures like Adjusted EBIT and Adjusted EBIT margin to present core operating performance - Adjusted EBIT and Adjusted EBIT margin are non-GAAP measures used to assess core operating performance by excluding specific non-recurring or non-operational items (e.g., acquired intangible asset amortization, certain pension expenses, rationalization charges, acquisition costs) and including equity in earnings of affiliates[72](index=72&type=chunk)[73](index=73&type=chunk)[74](index=74&type=chunk) Reconciliation of Non-GAAP Financial Measures (Dollars in millions) | Metric | Three Months Ended June 30, 2025 ($ millions) | Three Months Ended June 30, 2024 ($ millions) | Six Months Ended June 30, 2025 ($ millions) | Six Months Ended June 30, 2024 ($ millions) | | :----------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | **Dispensing and Specialty Closures** | | | | | | Income before interest and income taxes (EBIT) | 89.8 | 78.9 | 169.7 | 138.7 | | Acquired intangible asset amortization expense | 14.4 | 10.9 | 28.4 | 22.6 | | Other pension (income) for U.S. pension plans | (0.2) | (0.3) | (0.3) | (0.5) | | Equity in earnings of affiliates, net of tax | 0.6 | — | 1.7 | — | | Rationalization charges | 3.3 | 3.2 | 7.6 | 9.7 | | **Adjusted EBIT** | **107.9** | **92.7** | **207.1** | **170.5** | | **Metal Containers** | | | | | | Income before interest and income taxes (EBIT) | 65.7 | 56.3 | 110.5 | 98.0 | | Acquired intangible asset amortization expense | 0.4 | 0.3 | 0.7 | 0.7 | | Other pension (income) for U.S. pension plans | (0.4) | (0.6) | (1.0) | (1.3) | | Rationalization charges | 5.1 | 2.5 | 10.1 | 6.1 | | **Adjusted EBIT** | **70.8** | **58.5** | **120.3** | **103.5** | | **Custom Containers** | | | | | | Income before interest and income taxes (EBIT) | 22.6 | 20.5 | 44.7 | 38.3 | | Acquired intangible asset amortization expense | 1.1 | 1.1 | 2.2 | 2.3 | | Other pension (income) for U.S. pension plans | (0.3) | (0.3) | (0.5) | (0.6) | | Rationalization charges | 1.5 | 1.2 | 3.1 | 2.7 | | **Adjusted EBIT** | **24.9** | **22.5** | **49.5** | **42.7** | | **Corporate** | | | | | | Loss before interest and income taxes (EBIT) | (10.6) | (13.9) | (26.8) | (21.4) | | Costs attributed to announced acquisitions | — | 5.5 | 1.1 | 5.5 | | **Adjusted EBIT** | **(10.6)** | **(8.4)** | **(25.7)** | **(15.9)** | | **Total adjusted EBIT** | **193.0** | **165.3** | **351.2** | **300.8** | [Dispensing and Specialty Closures Segment](index=24&type=section&id=Dispensing%20and%20Specialty%20Closures%20Segment) Details the Dispensing and Specialty Closures segment's performance, showing significant net sales growth and increased Adjusted EBIT, despite margin pressure Dispensing and Specialty Closures Segment Performance (Dollars in millions) | Metric | Three Months Ended June 30, 2025 ($ millions) | Three Months Ended June 30, 2024 ($ millions) | Six Months Ended June 30, 2025 ($ millions) | Six Months Ended June 30, 2024 ($ millions) | | :----------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Net sales | 702.2 | 565.4 | 1,373.3 | 1,101.3 | | Income before interest and income taxes (EBIT) | 89.8 | 78.9 | 169.7 | 138.7 | | Income before interest and income taxes margin (EBIT margin) | 12.8 % | 14.0 % | 12.4 % | 12.6 % | | Adjusted EBIT | 107.9 | 92.7 | 207.1 | 170.5 | | Adjusted EBIT margin | 15.4 % | 16.4 % | 15.1 % | 15.5 % | - Net sales increased by **$136.8 million (24.2%)** in Q2 2025 and **$272.0 million (24.7%)** in H1 2025, primarily due to the Weener Packaging acquisition (**$143.6 million** in Q2, **$287.0 million** in H1) and higher organic unit volumes of dispensing products[79](index=79&type=chunk)[80](index=80&type=chunk) - Lower unit volumes of specialty closures (approx. **3%** in Q2, **2%** in H1) for North American beverage markets, due to cool/wet weather and lower promotional activity, partially offset sales growth[79](index=79&type=chunk)[80](index=80&type=chunk) - Adjusted EBIT increased by **$15.2 million** (Q2 2025) and **$36.6 million** (H1 2025), but Adjusted EBIT margin decreased to **15.4%** (Q2) and **15.1%** (H1) due to the decline in specialty closure volumes and unfavorable foreign currency impact in H1[81](index=81&type=chunk)[82](index=82&type=chunk) [Metal Containers Segment](index=25&type=section&id=Metal%20Containers%20Segment) Reviews the Metal Containers segment's performance, noting net sales growth and improved Adjusted EBIT and margin from productivity gains Metal Containers Segment Performance (Dollars in millions) | Metric | Three Months Ended June 30, 2025 ($ millions) | Three Months Ended June 30, 2024 ($ millions) | Six Months Ended June 30, 2025 ($ millions) | Six Months Ended June 30, 2024 ($ millions) | | :----------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Net sales | 676.1 | 650.8 | 1,304.5 | 1,267.9 | | Income before interest and income taxes (EBIT) | 65.7 | 56.3 | 110.5 | 98.0 | | Income before interest and income taxes margin (EBIT margin) | 9.7 % | 8.7 % | 8.5 % | 7.7 % | | Adjusted EBIT | 70.8 | 58.5 | 120.3 | 103.5 | | Adjusted EBIT margin | 10.5 % | 9.0 % | 9.2 % | 8.2 % | - Net sales increased by **$25.3 million (3.9%)** in Q2 2025 and **$36.6 million (2.9%)** in H1 2025, primarily due to the pass-through of higher raw material and manufacturing costs and favorable foreign currency translation[86](index=86&type=chunk)[87](index=87&type=chunk) - Unit volumes were comparable in Q2 (higher pet food, lower soup) and increased by approximately **2%** in H1 (higher pet food)[86](index=86&type=chunk)[87](index=87&type=chunk) - Adjusted EBIT increased by **$12.3 million** (Q2 2025) and **$16.8 million** (H1 2025), with Adjusted EBIT margin rising to **10.5%** (Q2) and **9.2%** (H1), driven by improved manufacturing productivity and cost performance[88](index=88&type=chunk)[89](index=89&type=chunk) [Custom Containers Segment](index=26&type=section&id=Custom%20Containers%20Segment) Examines the Custom Containers segment's performance, showing slight net sales decreases but significant Adjusted EBIT and margin improvements Custom Containers Segment Performance (Dollars in millions) | Metric | Three Months Ended June 30, 2025 ($ millions) | Three Months Ended June 30, 2024 ($ millions) | Six Months Ended June 30, 2025 ($ millions) | Six Months Ended June 30, 2024 ($ millions) | | :----------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Net sales | 160.9 | 165.2 | 328.0 | 329.2 | | Income before interest and income taxes (EBIT) | 22.6 | 20.5 | 44.7 | 38.3 | | Income before interest and income taxes margin (EBIT margin) | 14.0 % | 12.4 % | 13.6 % | 11.6 % | | Adjusted EBIT | 24.9 | 22.5 | 49.5 | 42.7 | | Adjusted EBIT margin | 15.5 % | 13.6 % | 15.1 % | 13.0 % | - Net sales decreased by **$4.3 million (2.6%)** in Q2 2025 due to lower volumes (approx. **2%**) from exiting lower margin business, and by **$1.2 million (0.4%)** in H1 2025 due to unfavorable foreign currency translation[92](index=92&type=chunk)[93](index=93&type=chunk) - Adjusted EBIT increased by **$2.4 million** (Q2 2025) and **$6.8 million** (H1 2025), with Adjusted EBIT margin rising to **15.5%** (Q2) and **15.1%** (H1), primarily due to improved manufacturing productivity and cost performance[94](index=94&type=chunk)[95](index=95&type=chunk) [Capital Resources and Liquidity](index=26&type=section&id=CAPITAL%20RESOURCES%20AND%20LIQUIDITY) Discusses the company's capital resources and liquidity, including operating cash flows, debt management, and sufficiency for future needs - Principal liquidity sources are net cash from operating activities and borrowings under debt instruments, including the senior secured credit facility[96](index=96&type=chunk) - For H1 2025, net cash used in operating activities was **$904.9 million**, and long-term debt repayment was **$706.3 million**, largely funded by **$1.4 billion** in net borrowings under revolving loans[98](index=98&type=chunk) - On March 15, 2025, **€650.0 million** of 3¼% Senior Notes were repaid using Euro revolving loan borrowings and cash on hand[97](index=97&type=chunk) - At June 30, 2025, **$1.4 billion** of revolving loans were outstanding, with **$118.3 million** available after letters of credit; seasonal working capital requirements average approximately **$375 million**[100](index=100&type=chunk)[101](index=101&type=chunk) - Management believes cash from operations and available borrowings will be sufficient for expected operating needs, capital expenditures, debt service, and other corporate uses, including potential future acquisitions[102](index=102&type=chunk) [Supply Chain Finance Program](index=27&type=section&id=Supply%20Chain%20Finance%20Program%20(MD%26A)) Describes the company's supply chain finance program, allowing suppliers to sell receivables and leveraging the company's creditworthiness - The company utilizes an SCF program where suppliers can sell receivables to a financial institution, potentially gaining more favorable terms by leveraging the company's creditworthiness[104](index=104&type=chunk) - Outstanding trade accounts payables subject to the SCF program were **$248.4 million** at June 30, 2025, included in accounts payable on the balance sheet[104](index=104&type=chunk) [Guaranteed Securities](index=27&type=section&id=Guaranteed%20Securities) Provides information on guaranteed securities and summarized financial data for the Obligor Group, Silgan's U.S. subsidiaries - The 4⅛% Senior Notes, 2¼% Senior Notes, and 1.4% Senior Secured Notes are guaranteed by the Obligor Group, consisting of Silgan's U.S. subsidiaries that also guarantee the Credit Agreement[105](index=105&type=chunk) Obligor Group Summarized Financial Information (Dollars in millions) | Metric | June 30, 2025 ($ millions) | Dec. 31, 2024 ($ millions) | | :------------------ | :------------ | :------------ | | Current assets | 1,773.9 | 1,464.5 | | Noncurrent assets | 4,352.2 | 4,279.5 | | Current liabilities | 2,636.6 | 1,826.4 | | Noncurrent liabilities | 3,630.9 | 3,987.8 | Obligor Group Summarized Income Information (Six Months Ended June 30, 2025, Dollars in millions) | Metric | Amount ($ millions) | | :--------- | :----- | | Net sales | 1,971.9 | | Gross profit | 312.0 | | Net income | 73.0 | [Rationalization Charges](index=28&type=section&id=Rationalization%20Charges%20(MD%26A)) Discusses ongoing facility rationalizations, cash payments made, and projected remaining expenses and expenditures - Cash payments for rationalization plans were **$8.0 million** for the six months ended June 30, 2025[109](index=109&type=chunk) - Excluding the Central States Pension Plan withdrawal, remaining rationalization expenses are expected to be **$16.1 million**, with cash expenditures of **$21.6 million**[109](index=109&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Details the company's market risks, including interest rate, foreign currency, and commodity price exposures, and their management through non-speculative derivatives - Primary market risks include interest rate, foreign currency exchange rate, and commodity pricing (natural gas) risks[111](index=111&type=chunk) - Derivative financial instruments are used to manage these exposures, not for trading or speculative purposes[111](index=111&type=chunk) - No material changes to market risks or management policies have occurred since the 2024 Form 10-K, except as noted in Notes 6 and 7[112](index=112&type=chunk) [Item 4. Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Confirms the effectiveness of disclosure controls and procedures, notes no material changes to internal controls, and outlines the integration of Weener Packaging's controls - Disclosure controls and procedures were effective as of June 30, 2025, ensuring timely and accurate reporting[113](index=113&type=chunk) - No material changes to internal controls over financial reporting occurred during the period[114](index=114&type=chunk) - Internal controls of Weener Packaging, acquired in October 2024, are being integrated and will be part of the 2025 annual assessment of internal control effectiveness[115](index=115&type=chunk) [Part II. Other Information](index=29&type=section&id=Part%20II.%20Other%20Information) This section includes other required information such as trading arrangements, a list of exhibits, and the report's official signatures [Item 5. Other Information](index=30&type=section&id=Item%205.%20Other%20Information) Reports no adoption or termination of Rule 10b5-1 trading arrangements by directors or officers in Q2 2025 - No Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers in Q2 2025[116](index=116&type=chunk) [Item 6. Exhibits](index=30&type=section&id=Item%206.%20Exhibits) Provides a comprehensive list of exhibits filed with the Quarterly Report, including legal documents, certifications, and XBRL data List of Exhibits | Exhibit Number | Description | | :------------- | :---------- | | 22 | Subsidiary Guarantors and Issuers of Guaranteed Securities | | 4.1 | Third Supplemental Indenture to the Indenture dated as of February 10, 2021, with respect to the 1.4% Senior Secured Notes due 2026 | | 4.2 | Fifth Supplemental Indenture to the Indenture dated as of November 12, 2019, with respect to the 4⅛% Senior Notes due 2028 | | 31.1 | Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act | | 31.2 | Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act | | 32.1 | Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act | | 32.2 | Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act | | 101.INS | XBRL Instance Document | | 101.SCH | Inline XBRL Taxonomy Extension Schema Document | | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | 104 | Cover Page Interactive Data File | [Signatures](index=31&type=section&id=Signatures) This section contains the official signatures for the Quarterly Report, confirming its submission on behalf of Silgan Holdings Inc [Signatures](index=31&type=section&id=Signatures_Details) Confirms the official signing of the Quarterly Report by Kimberly I. Ulmer, Senior Vice President and Chief Financial Officer, on August 7, 2025 - The Quarterly Report was signed by Kimberly I. Ulmer, Senior Vice President and Chief Financial Officer, on August 7, 2025[122](index=122&type=chunk)

For the quarterly period ended June 30, 2025 or ◻ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 0-24649 REPUBLIC BANCORP, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (I.R.S. Em ...