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What changed in DELUXE CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of DELUXE CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+470 added−514 removedSource: 10-K (2026-02-13) vs 10-K (2025-02-21)

Top changes in DELUXE CORP's 2025 10-K

470 paragraphs added · 514 removed · 277 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

65 edited+44 added−39 removed11 unchanged
Biggest changeThe competition in the merchant services sector is intense, with numerous financial technology companies, independent payment processors, credit card processing firms, and financial institutions' in-house capabilities vying for market share. To remain cost-competitive, achieving high transaction volumes is essential as it enables operational scale, while offering a broad range of services is crucial to maintaining customer relevance.
Biggest changeTo remain cost-competitive, achieving high transaction volumes is essential as it enables operational scale, while offering a broad range of services is crucial to maintaining customer relevance. We believe our competitive edge lies in our skilled workforce, solid infrastructure, and strong partnerships. Many of our team members possess deep industry knowledge and have 5 been with us for years.
In our Data Solutions segment, the timing of our customers' marketing campaigns leads to revenue variations throughout the year, often with lower levels of activity in the fourth quarter of the year. 9 GOVERNMENT REGULATION Our business operations are governed by a wide array of international, federal, state, and local laws and regulations.
In our Data Solutions segment, the timing of our customers' marketing campaigns leads to revenue variations throughout the year, often with lower levels of activity in the fourth quarter of the year. GOVERNMENT REGULATION Our business operations are governed by a wide array of international, federal, state, and local laws and regulations.
Nonetheless, we have proactively secured multiple sources for certain materials and services, particularly those related to specific printed products in our Print segment. Despite these precautions, we cannot guarantee that an alternative source of supply would be available, or that it could be obtained at current prices, should one of our vendors fail to perform.
Nonetheless, we have proactively secured multiple sources for certain materials and services, particularly those related to specific printed products in our Print segment. Despite these precautions, we cannot guarantee that an alternative source of supply would be available, or that it could be obtained at current prices, should one of our vendors fail to deliver.
We believe our competitive advantages include our skilled workers, product accuracy, robust security features, and our commitment to quality and service. Our long-standing relationships with financial institutions, coupled with our consultative program management support, further strengthen our market position.
We believe our competitive advantages include our skilled workers, product accuracy, robust security features, and our commitment to quality and service. Our long-standing relationships with financial institutions, combined with our consultative program management support, further strengthen our market position.
ITEM 1. BUSINESS COMPANY OVERVIEW In 2025, Deluxe Corporation will proudly celebrate its 110th anniversary, marking over a century of business excellence. Our enduring success is a testament to our innovation, our ability to adapt to the evolving needs of our customers, and the trust they place in us.
ITEM 1. BUSINESS COMPANY OVERVIEW In 2025, Deluxe Corporation proudly celebrated its 110th anniversary, marking over a century of business excellence. Our enduring success is a testament to our innovation, our ability to adapt to the evolving needs of our customers, and the trust they place in us.
Our dedication extends beyond financial contributions. We uphold our commitment to community enrichment through several key initiatives: • For many years, we have partnered with Junior Achievement USA ® chapters in our local communities to inspire and prepare young people for success.
We uphold our commitment to community enrichment through several key initiatives: • For many years, we have partnered with Junior Achievement USA ® chapters in our local communities to inspire and prepare young people for success.
The content of these websites is not incorporated by reference in this Annual Report on Form 10-K or in any other report or document we file with the SEC.
The content of these websites is not incorporated by reference in this Annual Report on Form 10-K or in any other report or document we submit to the SEC.
Business Segment Category Percentage of 2024 consolidated revenue Description Merchant Services Merchant services solutions 18.1 % Merchant in-store, online, and mobile payment solutions that provide tools to accept electronic payments, such as debit cards, credit cards, and other forms of payment B2B Payments Treasury management solutions 10.6 % Automated receivables technology, including remittance and lockbox processing, remote deposit capture, and cash application, as well as payment acceptance solutions Other payment solutions 3.0 % Integrated accounts payable disbursements, including eChecks, Medical Payment Exchange, and Deluxe Payment Exchange+, as well as fraud and security services Total 13.6 % Data Solutions Data-driven marketing solutions 10.1 % Data, analytics, and marketing services for business-to-business and business-to-consumer marketing Other web-based solutions 0.9 % Financial institution profitability reporting and business incorporation services Total 11.0 % Print Checks 33.1 % Printed business and personal checks Promotional solutions 12.4 % Branded promotional, print, apparel, and digital storefront solutions Forms and other business products 11.3 % Business essentials, including business forms, envelopes, labels, stationery, and more Total 56.8 % 3 Over the past three years, we made strategic decisions to exit certain of our businesses.
Business Segment Category Percentage of 2025 consolidated revenue Description Merchant Services Merchant services solutions 18.7 % Merchant in-store, online, and mobile payment solutions that provide tools to accept electronic payments, such as debit cards, credit cards, and other forms of payment B2B Payments Treasury management solutions 10.5 % Automated receivables technology, including remittance and lockbox processing, remote deposit capture, and cash application, as well as payment acceptance solutions Other payment solutions 3.1 % Integrated accounts payable disbursements, including eChecks, as well as Deluxe Payment Exchange, including digital and print and mail payments, also Medical Payment Exchange and fraud and security services Total 13.6 % Data Solutions Data-driven marketing 13.5 % Data analytics and marketing services for business-to-business and business-to-consumer marketing Other web-based solutions 0.9 % Financial institution profitability reporting and business incorporation services Total 14.4 % Print Checks 32.4 % Printed business and personal checks Forms and other business products 10.5 % Business essentials, including business forms, envelopes, labels, stationery, and more Promotional solutions 10.4 % Branded promotional, print, apparel, and digital storefront solutions Total 53.3 % In recent years, we made strategic decisions to exit certain of our businesses.
Our core values emphasize delivering results: • Customers First: customer success is our success • Earn Trust: in all things, we act in ways that build and earn trust • Grit and Perseverance: we find ways to get it done, even if the challenge is great • Innovation: constant improvement, reinvention, and building a better future • Power of One: celebrate our differences and build a culture of fairness and inclusivity 7 ESG principles are integral to each of these values, making ESG an inherent part of our operations, rather than an afterthought or standalone initiative.
Our core values emphasize delivering results: • Customers First: customer success is our success • Earn Trust: in all things, we act in ways that build and earn trust • Grit and Perseverance: we find ways to get it done, even if the challenge is great • Innovation: constant improvement, reinvention, and building a better future • Power of One: we are stronger together because of our individual skills and experiences ESG principles are integral to each of these values, making ESG an inherent part of our operations, rather than an afterthought or standalone initiative.
For more specific information about the effects of government regulation on our business, see Item 1A, "Legal and Compliance Risks – Governmental regulation is continuously evolving and could limit or harm our business ." We believe that the impact of complying with government regulations on our capital expenditures and earnings will remain stable in the upcoming year, with no material deviation from the impact in 2024.
For more specific information about the effects of government regulation on our business, see Item 1A, "Legal and Compliance Risks – Governmental regulation is continuously evolving and could adversely affect our business ." We believe that the impact of complying with government regulations on our capital expenditures, earnings, and competitive position will remain stable in the upcoming year, with no material deviation from the impact in 2025.
The increased acceptance of electronic signatures has further contributed to the decline in printed products. The markets for business forms and promotional products are highly competitive and fragmented, with competitors including traditional storefront printing companies, office superstores, wholesale printers, online printing companies, small business product resellers, and providers of custom apparel and gifts.
The widespread acceptance of electronic signatures has further diminished the demand for printed products. The markets for business forms and promotional products are highly competitive and fragmented, with competitors including traditional storefront printing companies, office superstores, wholesale printers, online printing companies, small business product resellers, and providers of custom apparel and gifts.
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE PRACTICES Key environmental, social, and governance (ESG) principles are deeply embedded in our mission, operating philosophy, and core values. We have developed a stakeholder-focused ESG program to address the needs and expectations of regulators, customers, shareholders, and employees.
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (ESG) PRACTICES ESG principles are deeply embedded in our mission, operating philosophy, and core values. Our stakeholder-focused ESG program is designed to address the needs and expectations of regulators, customers, shareholders, and employees.
Name Age Present Position Executive Officer Since Barry McCarthy 61 President and Chief Executive Officer 2018 William "Chip" Zint 40 Senior Vice President, Chief Financial Officer 2022 Garry Capers, Jr. 48 Senior Vice President, Chief Operations Officer 2019 Jeffrey Cotter 57 Senior Vice President, Chief Administrative Officer and General Counsel 2018 Kimberly Cross 55 Senior Vice President, Chief Human Resources Officer 2024 Tracey Engelhardt 60 Senior Vice President, President, Print 2012 Yogaraj "Yogs" Jayaprakasam 47 Senior Vice President, Chief Technology and Digital Officer 2022 Brian Mahony 53 Senior Vice President, President, Merchant Services 2025 John Rubinetti III 54 Senior Vice President, President, B2B Payments 2024 10 Barry McCarthy joined us in November 2018 as President and Chief Executive Officer.
Name Age Present Position Executive Officer Since Barry McCarthy 62 President and Chief Executive Officer 2018 William "Chip" Zint 40 Senior Vice President, Chief Financial Officer 2022 Garry Capers, Jr. 49 Senior Vice President, President, B2B Payments 2019 Jeffrey Cotter 58 Senior Vice President, Chief Administrative Officer and General Counsel 2018 Kimberly Cross 56 Senior Vice President, Chief Human Resources Officer 2024 Tracey Engelhardt 61 Senior Vice President, President, Print 2012 Yogaraj "Yogs" Jayaprakasam 48 Senior Vice President, Chief Technology and Digital Officer 2022 Brian Mahony 54 Senior Vice President, President, Merchant Services 2025 Barry McCarthy joined us in November 2018 as President and Chief Executive Officer.
We distinguish ourselves through our expertise, strong industry relationships, and innovative solutions in a competitive market that includes diversified software providers, independent developers, and financial institutions with in-house systems. Despite the competition, we see significant opportunities ahead, as we believe a large portion of the potential market remains untapped.
Our competitive edge lies in our expertise, strong industry relationships, and innovative solutions, setting us apart in a competitive market that includes diversified software providers, independent developers, and financial institutions with in-house systems. Despite this competition, we continue to see significant opportunities ahead, as we believe a large portion of the potential market remains untapped.
Jayaprakasam held several positions with American Express Company, most recently as Unit Chief Information Officer for the Global and Large Client Group and head of engineering for B2B Digital Payments from June 2021 to May 2022. Mr.
Jayaprakasam held several positions with American Express Company, most recently as Unit Chief Information Officer for the Global and Large Client Group and head of engineering for B2B Digital Payments from June 2021 to May 2022. Mr. Jayaprakasam also served American Express Company as Vice President, Enterprise Platforms for Sales, Marketing, and Data Platforms from May 2020 to June 2021.
Tracey Engelhardt was named Senior Vice President, Checks in October 2019, and in May 2022, she added Chief of Operations to her responsibilities. In July 2023, Ms. Engelhardt was named President, Print. Yogs Jayaprakasam joined us in May 2022 as Senior Vice President, Chief Technology and Digital Officer. Prior to joining us, Mr.
In July 2023, Ms. Engelhardt was named President, Print. Yogs Jayaprakasam joined us in May 2022 as Senior Vice President, Chief Technology and Digital Officer. Prior to joining us, Mr.
Regular materiality assessments help us identify and prioritize ESG topics that are important to our stakeholders and where we can make a significant positive impact. These assessments guide our ESG strategy and priorities. Our board of directors has reviewed and approved the materiality assessment process to ensure alignment with our policies, business strategies, and risk management priorities.
Through regular materiality assessments, we identify and prioritize ESG topics that matter most to our stakeholders and where we can make a meaningful impact. These assessments guide our ESG strategy and priorities, and our board of directors has reviewed and approved this process to ensure alignment with our business strategies and risk management objectives.
Kimberly Cross joined us in October 2024 as Senior Vice President, Chief Human Resources Officer. Prior to joining us, Ms. Cross was employed by Fiserv, a financial services technology company, most recently as Senior Vice President, Head of Human Resources for Merchant Solutions from October 2019 to October 2024.
Prior to joining us, Ms. Cross was employed by Fiserv, a financial services technology company, most recently as Senior Vice President, Head of Human Resources for Merchant Solutions from October 2019 to October 2024. Tracey Engelhardt was named Senior Vice President, Checks in October 2019, and in May 2022, she added Chief of Operations to her responsibilities.
Mahony was employed by Elavon, Inc., a wholly-owned subsidiary of U.S. Bancorp, where he served as Chief Revenue Officer from August 2022 to May 2024, as the head of transformation for the Payments business unit from February 2022 to August 2022, and as Chief Financial Officer from September 2019 to February 2022.
Bancorp, where he served as Chief Revenue Officer from August 2022 to May 2024, as the head of transformation for the Payments business unit from February 2022 to August 2022, and as Chief Financial Officer from September 2019 to February 2022.
Our Corporate Governance Guidelines, along with the charters for the Audit and Finance Committee, Compensation and Talent Committee, and Corporate Governance Committee of our board of directors, are also available on our website at www.investors.deluxe.com/governance/governance-documents . These documents can also be obtained by sending a written request to the address mentioned above.
Our Corporate Governance Guidelines, along with the charters for the Audit and Finance Committee, Compensation and Talent Committee, and Corporate Governance Committee of our board of directors, are also available on our website at www.investors.deluxe.com/governance/governance-documents .
Pricing remains competitive in our financial institution sales channel, as these institutions strive to maintain profitability levels despite the decline in check usage. The market for business forms and business accessories has also been shrinking for several years, driven by technological advancements that offer increasingly digital methods for executing and recording business transactions.
Pricing remains competitive in our financial institution sales channel, as these institutions aim to preserve the profitability of their check programs amidst falling check volumes. The market for business forms and business accessories has also been shrinking for several years, a trend fueled by technological advancements that offer increasingly digital methods for executing and recording business transactions.
Our comprehensive workforce strategies are developed and managed by our Chief Human Resources Officer, who reports directly to our President and Chief Executive Officer. More broadly, our board of directors, along with the Compensation and Talent Committee, provides oversight on key cultural and human resource management topics, such as compensation and succession planning for critical roles.
More broadly, our board of directors, along with the Compensation and Talent Committee, provides oversight on key cultural and human resource management topics, such as compensation and succession planning for critical roles.
Additionally, in 2023, we entered into agreements to exit our payroll and human resources services business, facilitating the transition of our U.S. and Canadian customers to other service providers. These customer conversions were substantially completed during 2024, and this business generated 0.5% of our consolidated revenue during 2024.
During 2023, we sold our North American web hosting and logo design businesses, completing our exit from the web hosting space. Also in 2023, we entered into agreements to exit our payroll and human resources services business, facilitating the transition of our U.S. and Canadian customers to other service providers. These customer conversions were substantially completed during 2024.
Our check business faces significant competition from another large check printer in our traditional financial institution sales channel, as well as from direct mail and internet-based sellers of personal and business checks, check printing software vendors, and certain major retailers.
Additionally, we support our print customers by offering relationship-building products, such as branded promotional, print, apparel, and digital storefront solutions. Our check business faces significant competition from another large check printer within our traditional financial institution sales channel, as well as from direct mail and internet-based sellers of personal and business checks, check printing software vendors, and certain major retailers.
Our support for Junior Achievement’s mission is demonstrated through foundation grants, raising awareness, and employee volunteerism. • Our longstanding partnership with the American Red Cross ® involves organizing blood drives at our facilities and hosting various fundraisers to support their mission of preventing and alleviating human suffering during emergencies. • In 2024, 756 Deluxe volunteers from Minneapolis, Chicago, Kansas City, Fort Worth, and Atlanta packed 171,392 meals for local food shelves. • Our employees donated $183,000 to nonprofit organizations through Deluxe in 2024. • In 2024, our employees contributed 15,546 hours to community service through our VTO program.
Our support for Junior Achievement’s mission is demonstrated through foundation grants, raising awareness, and employee volunteerism. • Our longstanding partnership with the American Red Cross ® involves organizing blood drives at our facilities and hosting various fundraisers to support their mission of preventing and alleviating human suffering during emergencies. • In 2025, 1,084 Deluxe volunteers from around the country packed 244,116 meals for local food shelves. • Our employees and retirees donated over $300,000 to nonprofit organizations through Deluxe in 2025. • In 2025, our employees contributed approximately 9,000 hours to community service through our VTO program. 10 These collective efforts exemplify our commitment to strengthening the communities where we live and work.
Garry Capers, Jr. joined us in September 2019 as President, Data Solutions, and in November 2021, added the former Promotional Solutions segment to his responsibilities. Mr. Capers was named Chief Operations Officer in July 2023. Jeffrey Cotter joined us in June 2018 as Senior Vice President, General Counsel, and added Chief Administrative Officer to his responsibilities in January 2019.
Chip Zint joined us in August 2020 as Vice President of Corporate Finance and was named Senior Vice President, Chief Financial Officer in October 2022. Garry Capers, Jr. joined us in September 2019 as President, Data Solutions, and in November 2021, added the former Promotional Solutions segment to his responsibilities. Mr.
Additionally, we procure stock business forms and promotional products and apparel from third-party producers. We have also established agreements with third-party providers for delivery services and information technology services, such as telecommunications, network server management, and transaction processing, among other services.
Additionally, we source standard business forms, promotional products, and apparel from external manufacturers. We have entered into contracts with third-party providers to provide delivery and information technology services, including telecommunications, network server management, and transaction processing, among other services.
We distribute our services through various sales channels, processing payments through multiple methods, both in-person and online, as well as via recurring payments. The payment processing market is experiencing continuous growth and transformation, driven by the global increase in digital payment methods and transaction volumes.
We distribute our services through multiple sales channels, enabling payments to be processed through in-person, online, and recurring payment methods. The payment processing sector is experiencing continuous growth and transformation, fueled by the worldwide adoption of digital payment options and increased transaction volumes.
Moreover, the board of directors also reviews critical feedback and receives updates on management’s plans in response to the input. This process ensures that our strategies are continuously refined and improved based on the insights and experiences of our team members.
Moreover, the board of directors also reviews critical feedback and receives updates on management’s plans in response to the employee input. This ongoing process allows us to continuously refine our strategies by integrating the valuable perspectives and experiences of our workforce.
We actively engage with our team members through various channels to gain insights into their views on workplace culture, engagement, inclusion, talent management, and overall well-being. This feedback helps shape our human capital strategies and initiatives, ensuring they are aligned with the needs and expectations of our workforce.
Employee Engagement We actively engage with our team members through various channels to gain insights into their views on workplace culture, engagement, talent management, growth, and overall well-being.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS Our executive officers are appointed by the board of directors each year. The following summarizes our executive officers and their positions.
These documents can also be obtained by sending a written request to the address mentioned above. 11 INFORMATION ABOUT OUR EXECUTIVE OFFICERS Our executive officers are appointed by the board of directors each year. The following summarizes our executive officers and their positions.
Looking ahead, we see significant growth opportunities in this business. Marketers are increasingly focused on optimizing their investments and generating measurable results through scientific, data-driven marketing. Currently, the banking industry is our largest customer segment, thanks to the respected Deluxe brand and our long-standing relationships with financial institutions.
Looking forward, we see continued growth potential in this business. Marketers are increasingly prioritizing investment efficiency and the achievement of tangible results through scientific approaches rooted in data analysis. Currently, the banking industry is our largest customer segment, reflecting the respected Deluxe brand and our long-standing relationships with financial institutions.
Our competitive edge is rooted in our extensive data assets, advanced analytics capabilities, and top-tier talent. We maintain a large marketing data repository, which includes consumer and business attributes super-aggregated from leading providers of demographic, firmographic, behavioral, trigger-based, credit, and property data.
Our competitive advantage is rooted in our extensive data assets, the sophistication of our analytics capabilities, and the expertise of our personnel. We maintain a comprehensive marketing data repository that aggregates consumer and business attributes from multiple sources, including demographic, firmographic, behavioral, trigger-based, credit, and property data.
Similarly, sales of tax forms in the Print segment are generally higher in the first and fourth quarters.
For instance, revenue from holiday cards in our Print segment tends to peak in the fourth quarter, driven by the holiday season. Similarly, sales of tax forms in the Print segment are generally higher in the first and fourth quarters.
This spirit of community engagement is pervasive throughout our organization, supported by our paid volunteer time off (VTO) program, which grants employees three paid VTO days per year. Additionally, our collaboration with the Deluxe Foundation allows employees to contribute to not-for-profit organizations of their choice, with the foundation matching donations dollar for dollar, up to $2,000 per year.
Additionally, our collaboration with the Deluxe Foundation allows employees to contribute to not-for-profit organizations of their choice, with the foundation matching donations dollar for dollar, up to $2,000 per year. Our dedication extends beyond financial contributions.
Our mission in operations is to prioritize efficiency, always with the goal of serving our customers and business partners better. 6 OUR MATERIALS, SUPPLIES, AND SERVICE PROVIDERS The primary materials we use to manufacture our main products include paper, plastics, ink, corrugated packaging, and printing plate material, all of which are sourced from various suppliers.
By continuously innovating and optimizing our processes, we are well-positioned to achieve sustainable growth. OUR MATERIALS, SUPPLIES, AND SERVICE PROVIDERS The primary materials we use to manufacture products within our Print segment include paper, plastics, ink, corrugated packaging, and printing plate material, all of which are sourced from various suppliers.
Through our partnership with Care.com ® , we offer services to help employees find tutors, nannies, childcare, and eldercare. Our employee assistance program provides confidential counseling services. Additionally, we offer tuition assistance and a 401(k) retirement plan with a company match.
Our employee assistance program provides confidential counseling services. Additionally, we offer tuition assistance and a 401(k) retirement plan with a company match. Long-term employees have the opportunity to take a sabbatical, and we offer unlimited flexible time off for our salaried employees.
We also depend on third parties to supply a portion of the data necessary for maintaining our proprietary and non-proprietary databases, which includes credit and non-credit information from national credit bureaus and other data suppliers. We believe that if one of our vendors fails to deliver, we would be able to obtain an alternative source of supply.
We also rely on third parties to furnish a portion of the data required to maintain both our proprietary and non-proprietary databases, which include credit and non-credit information provided by national credit bureaus and other data providers. We believe that if one of our suppliers fails to meet their obligations, we could find alternative sources.
Long-term employees have the opportunity to take a sabbatical, and we offer unlimited flexible time off for our salaried employees. By supporting our employees in their personal lives, we equip them with the tools they need to deliver for customers and shareholders while at work.
By supporting our employees in their personal lives, we equip them with the tools they need to deliver for customers and shareholders while at work. Community Engagement Our employees are deeply committed to fostering connections, staying active, and giving back to the communities we serve.
In 2023, we launched our North Star program with the objective of enhancing shareholder value by (1) accelerating our adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) growth, (2) increasing cash flow, (3) reducing debt, and (4) improving our leverage ratio. North Star is a comprehensive, multi-year plan that balances cost reduction and growth opportunities.
Our disciplined pricing strategies and rigorous cost management continue to support operational excellence. Over the past three years, we successfully executed our North Star program, a comprehensive, multi-year initiative designed to enhance shareholder value by accelerating adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) growth, increasing cash flow, reducing debt, and improving our leverage ratio.
Disciplined capital allocation: We are employing a disciplined capital allocation framework to ensure that our investments are strategically aligned with our growth objectives and deliver the highest returns. By concentrating on these areas, we aim to sustain and enhance our growth trajectory while maintaining a strong financial foundation.
Disciplined capital deployment: Our capital allocation framework ensures investments are strategically aligned with our growth objectives and deliver optimal returns. Strengthening our balance sheet remains a priority, supported by robust cash flow generation and targeted debt reduction. By focusing on these areas, we are positioned to sustain our growth momentum while maintaining a solid financial foundation.
Our leadership development courses are specifically designed to nurture the next generation of leaders, ensuring we maintain a strong talent pipeline prepared to tackle future challenges. We strive to operate as a meritocracy, where the most talented individuals are rewarded with additional opportunities to grow their skills and advance their careers, thereby contributing to our success.
We strive to operate as a meritocracy, where the most talented individuals are rewarded with additional opportunities to grow their skills and advance their careers, thereby contributing to our success. Our approach is to balance internal promotions with external hiring, ensuring that we continually raise performance expectations and broaden the range of skills and knowledge within the organization.
We have transformed into a trusted Payments and Data company, serving small and medium-sized businesses, financial institutions, and some of the world's largest consumer brands. Effective January 1, 2024, we realigned our organizational structure to better reflect our portfolio mix and offerings, and we updated our reportable segments to align with these changes.
We have transformed into a trusted Payments and Data company, serving small and medium-sized businesses, financial institutions, and some of the world's largest consumer brands. Our products and services are delivered through four business segments, primarily catering to clients and customers across North America.
Talent Management and Retention To continually improve our organizational culture and boost employee engagement, we provide learning and development opportunities for employees at every level. These programs cover a variety of topics, such as leadership and skill development, mentoring, and diversity initiatives that emphasize the importance of valuing differences and creating an inclusive work environment.
These programs cover a variety of topics, such as leadership and skill development, mentoring, and learning initiatives that emphasize the importance of valuing differences and creating a respectful work environment. Our leadership development courses are specifically designed to nurture the next generation of leaders, ensuring we maintain a strong talent pipeline prepared to tackle future challenges.
Our approach is to balance internal promotions with external hiring, ensuring that we continually raise performance expectations and broaden the range of skills and knowledge within the organization. This strategy not only fosters a culture of excellence and continuous improvement, but also helps us 8 attract and retain top talent, driving sustained growth and innovation.
This strategy not only fosters a culture of excellence and continuous improvement, but also helps us attract and retain top talent, driving sustained growth and innovation. Total compensation consists of a competitive base pay and annual incentive opportunity that is designed to promote retention and reward the attainment of defined performance goals.
We take pride in our longstanding tradition of fostering positive and productive employee relations. None of our employees are currently represented by labor unions. The cornerstone of our continued success as a trusted Payments and Data company is our ability to attract and retain an exceptional and motivated workforce.
The cornerstone of our continued success as a trusted Payments and Data company is our ability to attract and retain an exceptional and motivated workforce. Our comprehensive workforce strategies are developed and managed by our Chief Human Resources Officer, who reports directly to our President and Chief Executive Officer.
By continuously expanding our features and functionality, we are well-positioned to help businesses transition from traditional services like lockbox and remote deposit capture to fully automated accounts receivable and accounts payable solutions.
Through ongoing expansion of our solutions' features and capabilities, we are prepared to help organizations migrate from traditional services like lockbox and remote deposit capture toward complete automation of accounts receivable and payable.
We are committed to advancing our integrated receivables and exception management tools, enhancing efficiency in item processing and driving growth in accounts receivable and accounts payable automation. In 2024, we introduced our new R360+ platform, which unifies all of our receivables modules under a common user interface and user experience, streamlining the automation of these processes.
Our strategic focus involves continually improving our integrated receivables and exception management tools, making item processing more efficient, and advancing automation in accounts receivable and payable. A key example is our R360+ platform, which consolidates all receivables modules under a single interface and user experience, making automation more accessible.
A critical component of our corporate governance philosophy is that a majority of our directors meet strict standards of independence, ensuring they can make objective and informed judgments. We have adopted a Code of Ethics that applies to our directors, employees, contractors, agents, and anyone acting on our behalf.
A majority of our directors meet strict standards of independence, ensuring objective oversight. We have adopted a comprehensive Code of Ethics that applies to all directors, employees, contractors, and agents. Our annual compliance and ethics education program reinforces our commitment to integrity and ethical conduct throughout the organization.
OUR STRATEGY Our enterprise strategy is straightforward: leverage the cash flows, customer relationships, and brand equity from our print business to fuel profitable organic growth in our other businesses. To execute this strategy, we are focusing on three key areas: 1.
We believe these actions enabled us to focus our resources on our growth businesses, while optimizing our operations. OUR STRATEGY Our enterprise strategy is clear and focused: we leverage the strong cash flows, customer relationships, and brand equity from our print business to drive sustainable, profitable growth across our broader portfolio.
By continuously innovating and investing in our platform, we aim to empower businesses to succeed in a rapidly evolving financial landscape. Data Solutions In our data-driven marketing business, we leverage data and analytics to help our clients acquire and cross-sell customers through targeted marketing campaigns.
Data Solutions In our data-driven marketing business, we leverage data and analytics to help our clients acquire and cross-sell customers through targeted marketing campaigns. The precision with which we identify and reach consumer and business groups means recipients are more inclined to interact with our clients’ offerings.
In 2024, we published our first ESG report, through which we provided, and will continue to provide, our customers, partners, and shareholders with information about our activities supporting the communities we serve. Well-being and Safety We are dedicated to ensuring the well-being and safety of our employees and business partners, consistently taking measures to uphold this commitment.
Our goal is to ensure that our workplace reflects the communities we serve and that all employees feel valued and empowered to reach their full potential. Well-being and Safety We are dedicated to ensuring the well-being and safety of our employees and business partners, consistently taking measures to uphold this commitment.
Moreover, the majority of our products are made from paper, allowing us to collect and recycle production waste and paper trim. This commitment to recycling extends to our customers, who can also recycle our products, thereby contributing to the paper lifecycle. To minimize our waste footprint, we work with various vendors to enhance our waste reduction and recycling initiatives.
This commitment to recycling extends to our customers, who can also recycle our products, thereby contributing to the paper lifecycle. To further reduce our environmental footprint, we partner with vendors to strengthen waste reduction and recycling programs. We separate and properly handle hazardous and nonhazardous waste at the source, preventing contamination and ensuring compliance with applicable regulations.
We are proud to source more than 95% of our paper from mills certified by the Forest Stewardship Council. These standards ensure the protection of water quality, prohibit the harvesting of rare old-growth forests, prevent the loss of natural forest cover, and prohibit the use of hazardous pesticides.
Paper is our primary raw material, and we source over 95% from mills certified by the Forest Stewardship Council. This certification ensures responsible forest management, protection of water quality, preservation of natural forest cover, and avoidance of hazardous pesticides. Most of our products are paper-based, enabling us to recycle production waste and paper trim.
Social We are committed to creating an environment where our employees, known as Deluxers, feel respected, valued, and empowered to reach their full potential. We believe that when employees are genuinely invested in our success, it creates a more dedicated and motivated workforce.
Social We are committed to fostering a workplace environment where our employees, known as Deluxers, feel respected, valued, and empowered to achieve their potential. This commitment is reflected in our strong employee relations and our 8 tradition of community engagement and volunteerism.
The steps we took since we began our transformation enabled us to transition from a traditional check printing company into a trusted Payments and Data company. Having substantially completed our infrastructure modernization efforts and the divestiture of non-strategic businesses, we have now redirected our focus toward growth investments.
Our transformation journey has enabled us to evolve from a traditional check printing company into a trusted partner in Payments and Data solutions. With our infrastructure modernization largely complete and non-strategic businesses divested, our attention is on growth investments that drive scale and accelerate profit growth ahead of revenue.
Additionally, we are scaling our operations by consolidating back-office functions and tapping into the global labor market. On the revenue growth side, our priorities include developing an integrated software channel in Merchant Services, expanding our Data Solutions business to cater to more industry verticals, and enhancing our marketing and sales capabilities.
On the growth side, we focused on building an integrated software channel in Merchant Services, expanding our Data Solutions business into more industry verticals, and strengthening our marketing and sales capabilities. Our disciplined execution of the North Star strategy is reflected in our financial performance. Revenue for 2025 increased over 2024, despite the impact of strategic business exits.
Additionally, our digital print-on-demand manufacturing technology allows us to quickly adapt to new customer requirements and expand our premium check and overall print design options. This combination of expertise, innovation, and customer-centric approach sets us apart in the industry. Looking ahead, we will continue to invest in print efficiencies and process improvements to sustain our margins.
Additionally, our digital "print-on-demand" manufacturing capabilities equip us to quickly adapt to shifting customer needs and broaden our selection of premium checks and print designs, while reducing waste, labor, and inventory levels. This blend of expertise, innovation, and customer-centric approach sets us apart within the industry.
Additionally, we are dedicated to maintaining fairness and equity in our compensation practices, reinforcing this commitment by conducting periodic independent pay equity audits. Culture of Inclusion We embrace differences within our workforce, customers, and partners, recognizing and valuing the unique backgrounds, experiences, skills, thoughts, and talents of everyone.
Workplace Culture We embrace differences within our workforce, customers, and partners, recognizing and valuing the unique backgrounds, experiences, skills, thoughts, and talents of everyone. Our approach is rooted in the belief that empowering individuals to bring their full talents to work leads to stronger business outcomes and a more dynamic organization.
The Corporate Governance Committee of our board of directors is responsible for monitoring our progress in incorporating and delivering on ESG principles, including policies, programs, opportunities, and risks that may materially affect us. Environmental We are dedicated to sustainability and strive to incorporate it into every aspect of our operations.
The Corporate Governance Committee of our board of directors oversees our progress in implementing ESG principles, including related policies, programs, opportunities, and risks. Environmental We are committed to protecting the environment and ensuring a sustainable future for our customers and communities. Our supply chain initiatives promote innovation, particularly in product design, packaging, and operational processes that advance sustainability.
Through these efforts, we aim to foster a sustainable and responsible business model that benefits our customers, employees, shareholders, and the broader community. OUR HUMAN CAPITAL Our most valuable asset is our employees. As of December 31, 2024, we employed a total of 4,981 employees, with 4,729 based in the United States, 244 in Canada, and eight in India.
By embedding ESG principles into our business, we aim to create long-term value for all stakeholders, enhance our performance, and have a positive impact on society. Our ongoing efforts support a sustainable, responsible business model that benefits our customers, employees, shareholders, and the broader community. OUR HUMAN CAPITAL Our most valuable asset is our employees.
Community Engagement Our employees are deeply committed to fostering connections, staying active, and giving back to the communities we serve. These values are embedded in our core principles and are evident through our various partnerships and charitable initiatives.
These values are embedded in our core principles and are evident through our various partnerships and charitable initiatives. This spirit of community engagement is pervasive throughout our organization, supported by our paid volunteer time off (VTO) program, which grants employees up to five paid VTO days per year.
In addition, inbound customer contacts who are buying or reordering our products and services provide extensive cross-selling opportunities, enhancing our ability to meet a broader range of customer needs. 4 OUR BUSINESSES Merchant Services We offer a comprehensive suite of payment processing services tailored primarily to small and medium-sized retail and service businesses, including nonprofit organizations and government entities.
By continuing to innovate and adapt, we aim to achieve sustainable growth, further improve our leverage ratio, and deliver superior returns for our shareholders in 2026 and beyond. OUR BUSINESSES Merchant Services We offer a comprehensive suite of payment processing services tailored primarily for small and medium-sized retail and service businesses, as well as nonprofit and government organizations.
However, checks remain an essential payment method for certain consumers and businesses. Our checks business is complemented by our business essentials product line, which includes forms, envelopes, and deposit tickets, often printed on the same equipment. Additionally, we support our print customers by selling relationship-enhancing products like branded promotional, print, apparel, and digital storefront solutions.
The Federal Reserve Board has reported a steady decline in check usage since the mid-1990s, yet checks still serve as a vital payment option for select customers and companies. Our checks business is complemented by our business essentials product line, which includes forms, envelopes, and deposit tickets, often printed on the same equipment.
Additionally, we will focus on promoting higher-margin promotional products that complement our check offerings. Our growth strategy is supported by the talent, client-focused approach, strong credibility, brand reputation, and resulting stable cash flows from our Print business. OUR OPERATIONS We remain dedicated to enhancing the customer experience by delivering exceptional service and quality, while simultaneously boosting productivity and reducing costs.
Our enterprise growth strategy is supported by the talent, client-focused approach, strong credibility, brand reputation, and resulting stable cash flows from our Print business. SALES AND MARKETING Our "One Deluxe" go-to-market strategy involves assigning specialized sales teams to each of our business segments, ensuring that we make full use of their unique expertise to address customer requirements.
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Our products and services are delivered through four business segments, primarily catering to clients and customers across North America.
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To achieve this, we are prioritizing three strategic pillars: 1. Accelerating profitable growth: By embracing our "Customers First" philosophy in market engagement, we are unlocking new opportunities across our broad portfolio of services.
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In 2022, we sold our Australian web hosting business, as well as our strategic sourcing and retail packaging businesses. In 2023, we sold our North American web hosting and logo design businesses, completing our exit from the web hosting space.
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This approach enables us to deliver comprehensive solutions that adapt to evolving customer needs, while strategically focusing on growth within our payments and data businesses to drive sustainable profitability. 4 2. Enhancing operational efficiency: We are committed to ongoing process improvements, cost optimization, and performance enhancements to ensure our operations remain agile and competitive. 3.
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Cross-selling: We are maximizing opportunities across our portfolio of products and services through our One Deluxe go-to-market model, ensuring that we offer comprehensive solutions to our customers. 2. Operational efficiency: We are continuously enhancing our operational processes to drive efficiency, reduce costs, and improve overall performance. 3.
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The program was structured to balance disciplined cost management with targeted investments to support sustainable growth. On the cost side, we advanced our organizational redesign, consolidated roles, streamlined management layers, and expanded spans of control. We also leveraged technology and automation to digitize and simplify our operations, while global talent helped us scale back-office functions.
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This shift is aimed at driving scale and accelerating profit growth at a pace that surpasses revenue growth. Our operations continue to benefit from our disciplined pricing actions and comprehensive cost management practices.
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We reduced selling, general and administrative expense by $35.9 million in 2025 as compared to the prior year, and we lowered total debt by $73.7 million from the previous year-end. These results highlight our ongoing commitment to improving financial performance and delivering value to our shareholders through strategic initiatives and disciplined operational management.
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On the cost side, much of the work is an evolution of our organizational design and ongoing infrastructure and operations transformation. We have successfully completed the material elements of our organizational redesign, which included consolidating similar roles, reducing hierarchical layers, and expanding spans of control. We are also leveraging technology and process automation to digitize and streamline our operations.
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As we look ahead to 2026, we will build on the momentum established by the North Star program. Our focus will shift toward scaling our growth platforms and further optimizing our operational model. We plan to invest in advanced data analytics and digital capabilities to enhance our product offerings and customer experience.
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We have made significant progress on all of the remaining North Star initiatives and anticipate continued positive impacts on our results of operations throughout the coming year. All investments under the North Star program are required to meet our internal hurdle rate and provide a higher return compared to other uses of capital, such as debt repayment.
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Additionally, we will continue to pursue opportunities for expansion in high-growth verticals and markets, while maintaining rigorous cost discipline and prudent capital allocation. Strengthening our balance sheet remains a priority, and we will evaluate strategic investments that support long-term value creation.
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The North Star program aims to achieve a $100 million run-rate improvement in free cash flow and an $80 million run-rate improvement in adjusted EBITDA by 2026. SALES AND MARKETING We utilize a "One Deluxe" go-to-market model, deploying dedicated sales teams across our business segments to ensure we leverage the expertise within each segment to meet our customers' needs.
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The industry is marked by rapid technological innovation and increasing regulatory complexity, compelling us to continually upgrade our systems, diversify revenue streams, and invest in cutting-edge digital infrastructure. As customer expectations evolve, particularly regarding speed, convenience, and security, we must remain agile and forward-thinking to stay competitive.
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We prioritize listening to our customers and first understanding their needs. Then we bring the best of Deluxe to address their challenges, fostering deeper customer relationships. This approach transforms us from a transactional vendor into a trusted partner. As these relationships deepen, we uncover additional opportunities for growth, allowing us to offer more products and services.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe may not achieve our goals, and investments in our business may not yield the expected financial results. 11 Several factors could cause our strategic plan to fall short of our expectations, including but not limited to: • Failure to generate profitable revenue growth; • Inability to acquire new customers, retain existing ones, and sell more products and services to both current and new customers; • Challenges in implementing further improvements to our technology infrastructure, digital services offerings, and other key assets to boost efficiency, enhance our competitive advantage, and scale our operations; • Failure to develop new products and services; • Inability to effectively manage the growth, increasing complexity, and rapid changes in our business and operations; • Difficulties in operating, integrating, or leveraging acquired businesses; • New products and services not achieving widespread customer acceptance; • Inability to promote, strengthen, and protect our brand; • Unexpected changes in demand for checks or other products; • Failure to attract and retain skilled talent necessary to execute our strategy and sustain growth; • Unanticipated changes in our business, markets, industry, or competitive landscape; and • General economic conditions.
Biggest changeA number of factors could cause our strategy to fall short of expectations, including, but not limited to: • Failure to generate profitable revenue growth; • Inability to acquire new customers, retain existing customers, or expand sales to our customers; • Challenges in enhancing our technology infrastructure, digital services, or other key assets to improve efficiency, strengthen our competitive advantage, and scale operations; • Failure to develop and successfully launch new products and services; • Difficulties in managing the growth, complexity, and rapid changes in our business and operations; • Inability to effectively operate, integrate, or realize the expected benefits from acquired businesses; • Lack of market acceptance for new products and services; • Failure to maintain, strengthen, and protect our brand; • Unexpected changes in demand for checks or other products; • Inability to attract and retain the talent necessary to execute our strategy; • Unanticipated changes in our business, markets, industry, or competitive landscape; and • Adverse general economic conditions.
Our strategy involves leveraging the cash flows, customer relationships, and brand equity from our Print segment to drive profitable organic growth in our other businesses. More details about our strategy can be found under the caption " Our Strategy ," located in Part I, Item 1 of this report.
Our strategy is to leverage the cash flows, customer relationships, and brand equity from our Print segment to drive profitable organic growth in our other businesses. Details about our strategy can be found under the caption " Our Strategy ," located in Part I, Item 1 of this report.
To-date, these threats and incidents have not materially impacted our customers, business, or financial results. However, given the increasing threat landscape for all technology businesses, our technologies, systems, and networks are likely to be targeted in future attacks, and we cannot guarantee that future incidents will not be material.
To date, these threats have not materially impacted our business or 16 financial results. However, given the increasing threat landscape, our technologies, systems, and networks are likely to be targeted in future attacks, and we cannot guarantee that future incidents will not be material.
Cybersecurity is a top risk identified by our Enterprise Risk Management (ERM) Committee, as technology-based organizations like ours are particularly vulnerable to targeted attacks aimed at exploiting network and system weaknesses. Further information regarding our ERM Committee can be found in Part I, Item 1C of this report.
Cybersecurity is a top risk identified by our Enterprise Risk Management (ERM) Committee, as technology-based organizations like ours are particularly vulnerable to targeted attacks seeking to exploit network and system weaknesses. Additional information regarding our ERM Committee is provided in Part I, Item 1C of this report.
Despite our robust cybersecurity systems and processes, there remains a risk that an unauthorized party could bypass our security measures. Such a breach could result in the misappropriation of personal or proprietary information belonging to us, our customers, or our partners.
Despite our robust cybersecurity systems and processes, there remains a risk that unauthorized parties could bypass our security measures. Such a breach could result in the misappropriation of personal or proprietary information, operational disruptions, damage to our systems or those of our users, and reputational harm.
We rely on numerous third parties, including vendors, developers, and partners, who are critical to our business and may have access to our customer or employee data. We have established a vendor security program to assess the risk of these partners, and certain third-party relationships are subject to security requirements specified in written contracts.
We depend on numerous third parties, including vendors, developers, and partners, who may have access to our customer or employee data. We have established a vendor security program to assess and manage these risks, and certain third-party relationships are governed by contractual security requirements.
Our security measures could be compromised by third-party actions, computer viruses, accidents, employee or contractor error, or malicious actions by rogue employees. Individuals or third parties may circumvent controls and exploit vulnerabilities, leading to the disclosure or misuse of sensitive business and personal information.
Our security measures may be compromised by third-party actions, computer viruses, accidents, or errors by employees or contractors, as well as malicious actions by insiders. Threat actors may circumvent controls and exploit vulnerabilities, leading to the disclosure or misuse of sensitive information.
If we are unable to attract and retain customers in a cost-effective manner or effectively manage a multichannel customer experience, our business and results of operations could be negatively impacted. Our success depends on our ability to draw in new customers and retain existing ones in a cost-efficient way.
If we are unable to attract and retain customers in a cost-effective manner or effectively deliver a seamless multichannel customer experience, our business and results of operations could be negatively impacted. Our ability to achieve and sustain growth is closely tied to our effectiveness in attracting new customers and retaining existing ones in a cost-effective manner.
Any of these events would negatively affect our business, financial condition, and results of operations. In the event of a material information security breach, we may need to expend significant management time and financial resources to remedy, protect against, or mitigate the effects of the breach. We may not be able to resolve the situation promptly, or at all.
In the event of a material information security breach, we may need to devote significant management time and financial resources to respond, remediate, and mitigate the effects. We may not be able to resolve the situation promptly, or at all.
Additionally, general publicity about information security breaches at other companies could create a perception that e-commerce is not secure, reducing traffic to our websites, negatively affecting our financial results, and limiting future business opportunities.
Publicity about breaches at other companies may also create a perception that e-commerce is not secure, reducing our website traffic, negatively affecting our financial results, and limiting future business opportunities. Disruptions to our information technology systems or those of key third parties could adversely affect our business and reputation.
Effective planning, execution, and management of divestiture activities are essential to mitigate these risks and ensure the continued success and stability of our business. OPERATIONAL RISKS Security breaches, computer malware, or other cyberattacks involving the confidential information we maintain could significantly damage our reputation, expose us to litigation and enforcement actions, and substantially harm our business and results of operations.
OPERATIONAL RISKS Security breaches, computer malware, or other cyberattacks involving the confidential information we maintain could significantly damage our reputation, expose us to litigation and regulatory actions, and materially harm our business, financial condition, and results of operations.
If we are unable to collect these amounts from the respective merchant or ISO, we may have to absorb the cost of these fines or penalties, which would negatively affect our results of operations. 18 LEGAL AND COMPLIANCE RISKS Governmental regulation is continuously evolving and could limit or harm our business.
Furthermore, if fines or penalties are imposed due to non-compliance and we are unable to recover these amounts from the responsible merchant or ISO, we may be required to absorb these costs, adversely affecting our results of operations. LEGAL AND COMPLIANCE RISKS Governmental regulation is continuously evolving and could adversely affect our business.
Our defense-in-depth strategy employs multiple security layers and adheres to the CIA (confidential, integrity, and availability) triad model. Despite these measures, computer systems and networks are inherently vulnerable to unauthorized access. A security breach, whether accidental or intentional, could result in unauthorized access and/or misuse of our information, including personally identifiable information or, in some cases, protected health information.
Despite these measures, our systems and networks remain inherently vulnerable to unauthorized access. A security breach, whether accidental or intentional, could result in unauthorized access to, or misuse of, sensitive information, including personally identifiable or protected health information.
This level of indebtedness could have several negative impacts, including: reducing our ability to secure additional financing for working capital, capital expenditures, general corporate purposes, or other needs; limiting our flexibility to pursue acquisitions; increasing our cash requirements to cover interest payments; restricting our ability to plan for or respond to changes in our business and industry; and heightening our vulnerability to adverse shifts in general economic and industry conditions.
A high level of indebtedness could have several adverse effects on our business, including: • Limiting our ability to obtain additional financing for working capital, capital expenditures, acquisitions, or other corporate purposes; • Increasing our cash requirements for interest and principal payments, which could reduce funds available for operations, growth initiatives, or other strategic investments; • Restricting our flexibility to respond to changes in our business, industry, or economic conditions; and • Heightening our vulnerability to adverse economic or industry developments.
This includes customers' financial account and payment details, proprietary business information, and personally identifiable information of consumers, employees, contractors, suppliers, and other business partners. Additionally, we provide essential services such as merchant services and remittance processing, which are integral to supporting our customers and their business operations.
We rely on internet-based channels to collect, manage, transmit, and process sensitive information, including customers' financial account and payment details, proprietary business data, and personally identifiable information of consumers, employees, contractors, suppliers, and other business partners. Additionally, our technology-driven services, such as merchant services and remittance processing, are essential to our customers’ business operations.
Proposed privacy and cybersecurity regulations may further increase compliance costs associated with data protection. The complexity of adhering to the many and varied privacy and cybersecurity regulations may increase our costs and those of our clients, potentially reducing their discretionary spending and their capacity to purchase our products and services.
The growing complexity and scope of privacy and cybersecurity regulations may further increase our compliance costs and those of our clients, potentially reducing their willingness or ability to purchase our products and services.
It is important to carefully consider all of these risks and uncertainties before making an investment in our common stock. STRATEGIC RISKS If our long-term growth strategy does not succeed, our business and financial results would be adversely impacted.
You should carefully review and consider all of these risks and uncertainties, as well as the other information contained in this Annual Report on Form 10-K, before making an investment decision regarding our common stock. STRATEGIC RISKS If our long-term growth strategy does not succeed, our business, financial condition, and results of operations would be adversely impacted.
In our Data Solutions segment, our data-driven marketing services compete with a wide array of companies in the data solutions space, including advertising agencies, marketing technology firms, marketing fulfillment providers, data aggregators and brokers, and source data providers.
Within our Data Solutions segment, our data-driven marketing services compete with a diverse group of companies, including advertising agencies, marketing technology firms, marketing fulfillment providers, data aggregators and brokers, and source data providers. Keeping pace with technological advancements and attracting and retaining skilled personnel are ongoing challenges in this segment.
Information regarding our 2024 impairment analyses can be found under the caption "Note 8: Fair Value Measurements" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report. In the past, we have encountered situations where it was necessary to write down the value of certain assets.
We have incurred asset impairment charges in the past and may need to record additional charges if similar circumstances occur in the future. Information regarding our 2025 impairment analyses can be found under the caption "Note 7: Fair Value Measurements" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
Revenue generated from providing services to merchants that accept Visa and Mastercard is dependent on our ongoing registrations with these card networks, sponsorship by financial institutions, and, in some instances, maintaining membership in specific card networks.
Dependence on card network registrations and sponsorships could adversely affect our business and financial results. Our ability to generate revenue from services provided to merchants that accept Visa and Mastercard is contingent upon maintaining ongoing registrations with these card networks, securing sponsorship from financial institutions, and, in some cases, holding direct membership in specific networks.
As a provider of transaction processing services, we are registered with Visa, Mastercard, and other networks either as a member or as a service provider for member institutions. This registration subjects us to card association and network rules. Any changes to these rules or their interpretations could have a significant impact on our business and financial results.
Changes to payment card network rules could adversely affect our business and financial results. As a provider of transaction processing services, we are subject to the operating rules, standards, and requirements of payment card networks such as Visa, Mastercard, and others, either as a registered member or as a service provider for member institutions.
More restrictive regulations, such as new privacy laws, consumer protection restrictions on “dark patterns,” search engine marketing limitations, “anti-spam” regulations, or email privacy rules, could reduce marketing opportunities, decrease website traffic, and/or increase the cost of acquiring new customers.
New or more restrictive regulations, such as enhanced privacy laws, consumer protection rules targeting “dark patterns,” limitations on search engine marketing, anti-spam laws, or email privacy requirements, could limit our marketing effectiveness, reduce website traffic, or increase customer acquisition costs.
Such outcomes would ultimately harm our business and our ability to compete in the marketplace. FINANCIAL RISKS Economic conditions can significantly influence business and consumer spending trends, which in turn may negatively impact the demand for our products and services. Our results of operations and financial position are closely tied to prevailing economic conditions.
Any of these outcomes could negatively impact our business, financial condition, and ability to compete effectively in the marketplace. FINANCIAL RISKS Adverse economic conditions could negatively impact our business, financial position, and results of operations. Our business performance is closely linked to prevailing economic conditions, which influence both business and consumer spending trends.
If we do not adapt to changes in technology in a timely and cost-effective manner, we could lose clients or face difficulties in attracting new ones, thereby limiting our growth potential. The markets for our products and services are subject to rapid, significant, and disruptive technological changes.
If we do not adapt to technological changes in a timely and cost-effective manner, we could lose clients or face challenges in attracting new ones, which could limit our growth and negatively impact our business and results of operations.
The secure and uninterrupted operation of our networks and systems, as well as the processing, maintenance, and confidentiality of the sensitive information they contain, is critical to our business operations and strategy. We have implemented a risk-based information/cybersecurity program dedicated to protecting our data and solutions.
The secure and uninterrupted operation of our networks and systems and the protection of the sensitive information they contain is vital to our business operations and strategy. We have implemented a risk-based cybersecurity program, utilizing a defense-in-depth approach with multiple security layers and adherence to the CIA (confidentiality, integrity, and availability) triad model.
However, we cannot control the actions of our third-party providers, and any cyberattacks or security breaches they experience could adversely affect our ability to service our customers or conduct our business.
However, we cannot fully control the actions of third-party providers, and any cyberattacks or breaches they experience could adversely affect our ability to serve customers or conduct business. Techniques used to gain unauthorized access, disrupt service, or sabotage systems are constantly evolving, often difficult to detect, and may not be recognized until after an attack occurs.
Factors such as inflation, business and consumer spending levels, business and consumer confidence, unemployment rates, and the availability of credit, as well as uncertainty or volatility in our customers' businesses, can adversely affect our business and results of operations. In a challenging economic environment, existing and potential customers may delay or forgo purchasing our products and services.
Factors such as inflation, unemployment rates, consumer and business confidence, credit availability, and overall market volatility can significantly affect demand for our products and services. In periods of economic uncertainty or downturn, existing and potential customers may delay, reduce, or forgo purchases, which could negatively impact our revenue and profitability.
Unauthorized parties may attempt to access our systems or facilities through various means, including hacking, fraud, trickery, or other deceptive methods targeting employees and contractors. Additionally, our customers and employees have been and will continue to be targeted by threat actors using social 15 engineering techniques to obtain confidential information or introduce malware through fraudulent "phishing" emails.
As a result, we may be unable to implement adequate preventive measures. Threat actors may attempt to access our systems through hacking, fraud, social engineering, or other deceptive methods targeting employees and contractors. Our customers and employees have been, and may continue to be, targeted by phishing and other social engineering attacks.
Given our increased reliance on the internet for sales and marketing, laws specifically governing digital commerce, the internet, mobile applications, search engine optimization, behavioral advertising, privacy, and email marketing may affect our business.
As our reliance on digital channels for sales and marketing grows, we are increasingly affected by laws governing online commerce, mobile applications, search engine marketing, behavioral advertising, privacy, and email communications.
Despite our efforts, third parties may still infringe upon or misappropriate our intellectual property, or independently develop products or services that are substantially similar and do not violate our intellectual property rights. Enforcing our intellectual property rights and preventing unauthorized use is both complex and resource-intensive.
Despite our efforts, third parties may infringe upon, misuse, or misappropriate our intellectual property, or may independently develop products or services that are similar to ours without violating our rights. Defending and enforcing our intellectual property rights can be complex, costly, and time-consuming.
Due to additional regulatory costs, financial institutions may continue to exert significant pricing pressure on their suppliers, including their check and service providers. The increased cost and profit pressure may also drive further consolidation of financial institutions. Additionally, some financial institutions prohibit the offering of add-on services, such as bundled products, fraud/identity protection, or expedited check delivery, to their customers.
Rising regulatory costs may also prompt financial institutions to exert greater pricing pressure on their suppliers, including us, and could accelerate industry consolidation. Some financial institutions restrict the marketing of add-on services, such as bundled products, fraud protection, or expedited delivery, which may limit our ability to offer these services to end customers.
Moreover, as our product and service offerings become more technologically advanced, and with heightened regulatory expectations for third-party service provider oversight, additional portions of our business could become subject to direct federal regulation and/or examination.
As our offerings become more technologically advanced and regulatory expectations for third-party oversight increase, additional parts of our business may become subject to direct federal regulation or examination. This could further increase our compliance burden, slow the introduction of new products and services, and hinder our ability to respond quickly to market changes.
If we are unable to generate sufficient cash flow from operations to service our debt and meet our other cash requirements, we may need to take several actions. These could include seeking additional financing in the debt or equity markets, refinancing or restructuring all or part of our debt, or reducing or delaying planned capital or operating expenditures.
If we are unable to generate sufficient cash flow to service our debt and meet other cash requirements, we may need to seek additional financing, refinance or restructure existing debt, or reduce or delay planned capital or operating expenditures.
These areas include, but are not limited to, labor, advertising, taxation, data privacy and security, digital content, consumer reports, consumer protection, merchant processing, online payment services, real estate, e-commerce, intellectual property, healthcare, environmental issues, and workplace health and safety. Additionally, emerging legal or regulatory actions aimed at addressing climate change may soon impact our operations.
These requirements cover a broad range of areas, including, but not limited to, labor and employment, advertising, taxation, data privacy and security, digital content, consumer reporting and protection, payment processing, e-commerce, real estate, intellectual property, healthcare, environmental compliance, and workplace health and safety.
This includes debit cards, credit cards, direct deposits, wire transfers, and other payment methods utilized by brands such as PayPal ® , Apple Pay ® , Square ® , Zelle ® , and Venmo ® , as well as cryptocurrencies.
The widespread adoption of debit and credit cards, direct deposits, wire transfers, and digital payment platforms, including PayPal ® , Apple Pay ® , Square ® , Zelle ® , Venmo ® , and cryptocurrencies, has accelerated this shift.
Although we continually invest in enhancing our user experience, the success of these investments is uncertain. Multichannel marketing is rapidly evolving, and we must keep pace with changing customer expectations and new developments by our competitors.
While we invest in improving our user experience, there is no guarantee these investments will be successful. The landscape of multichannel marketing is rapidly evolving, and we must keep pace with shifting customer preferences and competitive innovations.
Our business is also subject to regulations affecting payment processing, including merchant processing, automated clearing house transactions, remote deposit capture, lockbox services, and credit card processing fees.
Our payment processing activities are also subject to extensive regulation, including rules governing merchant processing, automated clearing house transactions, remote deposit capture, lockbox services, and credit card processing fees. Legislative changes, such as potential caps on credit card processing fees, could negatively impact our revenue, particularly in our Merchant Services segment.
We compete against numerous financial technology companies, including independent payment processors, credit card processing firms, and treasury management service providers, as well as the in-house capabilities of financial institutions. Remaining cost-competitive requires high transaction volumes, and offering a broad range of services is essential to remaining relevant to customers.
In our Merchant Services and B2B Payments segments, we compete against a wide range of financial technology companies, including independent payment processors, credit card processors, and treasury management service providers. In addition, we face competition from the internal payment processing and treasury management capabilities of financial institutions.
Furthermore, under payment card association rules and our contracts with debit and credit card processors, a breach of payment card information stored by us or our third-party partners could make us liable to the payment card issuing banks for the cost of issuing new cards and other related expenses.
Under payment card association rules and our contracts with payment processors, a breach involving payment card information could make us liable for costs associated with issuing new cards and other related expenses. We could also lose our ability to process card payments, resulting in customer loss and difficulty attracting new business.
If we are required to record additional asset impairment charges for any reason, our consolidated results of operations would be adversely affected. Existing or future leverage may adversely affect our financial condition and results of operations . As of December 31, 2024, we had $1.52 billion in debt.
Our existing and future leverage could adversely affect our financial condition and results of operations . As of December 31, 2025, we had $1.44 billion of outstanding debt. Both we and our subsidiaries may incur additional indebtedness in the future.
Borrowings under our credit facility, including our secured term loan facility, are subject to variable interest rates. As of December 31, 2024, $597 million of our outstanding debt was subject to variable interest rates. This exposure to variable rates means that any increase in interest rates would lead to higher interest expense.
A portion of our outstanding debt, including borrowings under our revolving credit facility, our secured term loan facility, and our receivables financing agreement, is subject to variable interest rates. As of December 31, 2025, $519.4 million of our debt was exposed to changes in prevailing interest rates.
In recent years, information security risks have escalated due to several factors, including the proliferation of new technologies, particularly emerging artificial intelligence systems, an increase in remote work arrangements, and the growing sophistication and activities of hackers, terrorists, and activists. We utilize internet-based channels that collect, manage, transmit, and process a wide array of sensitive information.
Information security risks have escalated in recent years due to factors such as the proliferation of new technologies, including emerging AI systems, remote work arrangements, and the growing sophistication of cyber threat actors.
The order of presentation does not reflect any priority or likelihood. Additionally, we face general risks and uncertainties common to many other companies, such as overall economic, industry, and market conditions. There may also be additional risks that are currently unknown to us or that we currently believe are immaterial, which could negatively affect us.
In addition to the specific risks described below, we are also exposed to general risks and uncertainties that affect many companies, including changes in overall economic, industry, or market conditions. Furthermore, there may be additional risks 12 that we are not currently aware of, or that we currently consider immaterial, which could also adversely impact our business and financial results.
The introduction of competing products and services using new technologies, the evolution of industry standards, or the emergence of more attractive products or services, including the continued digitization of payments, could render some of our products and services less desirable or even obsolete.
The introduction of new or improved products and services by competitors, changes in industry standards, or the emergence of alternative technologies, such as the continued digitization of payments, cryptocurrency, and blockchain, could make our offerings less competitive or obsolete.
We are governed by a wide array of international, federal, state, and local laws and regulations that influence various aspects of our business operations.
We are subject to a complex and continually changing framework of international, federal, state, and local laws and regulations that impact nearly every aspect of our operations.
We employ various methods to promote our products and services, including a direct sales force, partner referrals, email marketing, purchased search results from online search engines, direct mail advertising, broadcast media, advertising banners, social media, and other online links. However, some of these methods may become less effective or more costly over time.
We utilize a variety of marketing and promotional strategies, such as a direct sales force, partner referrals, email campaigns, paid search engine placements, direct mail, broadcast media, online advertising banners, social media engagement, and other digital channels. The efficiency and cost of these methods may fluctuate over time, and certain approaches may become less impactful or more expensive.
We have invested, and will continue to invest, in website development, design and technology, and customer service and production operations. Our ability to provide a high-quality customer experience also depends on external factors, including the reliability and performance of our suppliers, telecommunications providers, and third-party carriers.
We have made, and expect to continue making, significant investments in our digital platforms, technology infrastructure, customer service, and operational capabilities to support this objective. However, our ability to deliver a positive customer experience also depends on the performance and reliability of our third-party suppliers, telecommunications providers, and logistics partners.
Our strategy to safeguard our trademarks, software, and other intellectual property involves a combination of trademark and copyright laws, trade secret and patent protections, as well as confidentiality and license agreements. However, these measures provide only limited protection.
Difficulties in protecting our intellectual property could adversely affect our competitive position and financial results. We rely on a combination of trademark, copyright, patent, and trade secret laws, as well as confidentiality and licensing agreements, to protect our trademarks, proprietary software, and other intellectual property assets. However, these legal and contractual safeguards may not provide comprehensive or permanent protection.
If our sponsoring financial institution in any market ceases to provide sponsorship, we would need to secure another financial institution to fulfill this role or obtain direct membership with the card networks. Both alternatives could be challenging and costly.
To process Visa and Mastercard transactions, we must either be a direct member or be registered as a merchant processor or service provider, which often requires sponsorship by a member financial institution. If our sponsoring financial institution in any market ceases to provide sponsorship, we must promptly secure a new sponsor or obtain direct membership with the card networks.
At times, we face claims, litigation, and other proceedings related to our business activities, including purported class action lawsuits. These legal proceedings may involve various issues such as employment practices, alleged breaches of contractual obligations, assertions of deceptive, unfair, or illegal business practices, violations of consumer protection laws, legacy distributor account protection rights, or environmental matters.
These matters may relate to a variety of issues, such as employment disputes, alleged breaches of contract, claims of deceptive or unfair business practices, violations of consumer protection statutes, legacy distributor rights, or environmental concerns.
Although we are a leading check printer in the U.S., we face significant competition in the check printing portion of the payments industry from another large printer in our traditional financial institution sales channel, direct mail and internet-based sellers of personal and business checks, check printing software vendors, and certain major retailers.
Nevertheless, we face substantial competition from another major check printer serving financial institutions, as well as from direct mail and online sellers of personal and business checks, check printing software providers, and certain major retailers.
Failure to secure favorable contract renewals or to attract new check supply customers would lead to reduced revenue. Moreover, we believe it is crucial to maintain a relevant, multichannel experience to attract and retain customers. Customers expect to have the flexibility to choose their preferred ordering method, whether by mail, computer, phone, or mobile device.
If we are unable to secure favorable renewals or attract new check supply customers, our revenue could decline. 13 Maintaining a relevant and flexible multichannel experience is essential for customer acquisition and retention. Customers expect to interact with us through their preferred channels, whether by mail, online, phone, or mobile device.
Rising prices and reduced availability of materials and services have negatively impacted, and may continue to negatively impact, our operating results. We face risks related to the cost and availability of essential materials such as paper, plastics, ink, promotional items, merchant services point-of-sale equipment, and other raw materials, as well as various third-party services, including delivery and data provider services.
We face risks associated with the cost and availability of key materials, such as paper, plastics, ink, promotional items, merchant services equipment, and other necessary raw materials. Our reliance on third-party providers for services such as delivery, data supply, and financial clearing also subjects us to potential price fluctuations or supply constraints.
Checks remain a significant portion of our business, accounting for 33.1% of our consolidated revenue in 2024, and they provide a significant amount of the cash flows we invest in our growth businesses. We sell checks for both personal and business use and believe that there will continue to be demand for these checks for the foreseeable future.
The use of checks and business forms is declining, and we may be unable to offset this decline with profitable revenue growth. Checks remain a significant portion of our business, accounting for 32.4% of our consolidated revenue in 2025 and generating cash flows that support investments in our growth businesses.
If we fail to implement improvements to our customer-facing technology in a timely manner, or if our technology does not perform as intended, we could struggle to attract new and returning customers, resulting in decreased revenue. We face intense competition, and we anticipate that this competition will continue to escalate. In the payments industry, competition is intense.
If we fail to update our customer-facing technology promptly or if our technology does not function as intended, we may lose the ability to attract and retain customers, which could result in lower revenue. We operate in highly competitive markets, and we expect competitive pressures will continue to intensify. The payments industry is characterized by significant competition.
Additionally, third parties may bring patent and other intellectual property infringement claims against us and/or our clients, which could include aggressive enforcement of patents by non-practicing entities. Such claims could lead to litigation against us and may also result in proceedings initiated by various federal and state regulatory agencies overseeing our business operations.
In addition, we may be subject to allegations of patent or other intellectual property 20 infringement, including actions brought by non-practicing entities seeking to enforce patent rights. Such claims may not only result in litigation against us, but could also trigger investigations or enforcement actions by federal or state regulatory authorities.
For instance, international, federal, and state laws concerning the protection of consumer information require us to establish, implement, and maintain policies and procedures to safeguard the security and confidentiality of consumers' personal data, and these laws and regulations may limit or restrict how we use this data.
For example, we must comply with a variety of data protection and privacy laws that require us to implement robust policies and procedures to safeguard consumer information. These laws may restrict how we use or share personal data, and non-compliance could result in significant penalties or reputational harm.
If we are unsuccessful in defending a claim regarding information security breaches, we may be forced to pay damages, penalties, and fines, and our insurance coverage may not fully compensate us for any losses incurred. Contractual provisions with third parties, including cloud service providers, may limit our ability to recover losses resulting from a security breach by a business partner.
We may also face costly and time-consuming litigation, government investigations, and enforcement actions. If we are unsuccessful in defending claims related to information security breaches, we may be required to pay damages, penalties, or fines, and our insurance coverage may not fully compensate us for our losses.
During economic downturns, small businesses may find it harder to secure credit and may prioritize other expenditures over our products and services. Consequently, factors such as small business confidence, the rate of small business formations and closures, and the availability of credit to small businesses are critical to our business performance.
Economic downturns may make it more difficult for small businesses to access credit or maintain operations, resulting in lower demand for our products and services. Key factors such as small business confidence, rates of business formation and closure, and credit availability are critical to our financial performance. Our business also depends on the stability of the financial services industry.
For instance, in 2023, we completed the exit from our web hosting business, and in 2024, we substantially completed the exit from our payroll and human resources services business. However, we may not always be able to complete desired divestitures on favorable terms.
Risks related to divestitures may adversely affect our business and financial results. We periodically divest businesses that do not align with our strategic objectives, such as the exit from our web hosting business in 2023 and the exit from our payroll and human resources services business in 2024.
Additionally, some agreements with our financial institution sponsors grant them substantial discretion over certain business practices, including our merchant solicitation, application, and qualification procedures, as well as the terms of our merchant agreements. The discretionary actions of our sponsors under these agreements could materially and adversely affect our business and results of operations.
Failure to secure a new sponsor or achieve direct membership could prevent us from offering processing services to affected merchants, resulting in lost revenue and a material adverse impact on our business, financial condition, and results of operations. 19 Additionally, agreements with our financial institution sponsors may grant them significant discretion over certain business practices, including merchant solicitation, application, qualification procedures, and the terms of merchant agreements.
Losses on the sales of, or lost earnings from, these businesses could negatively affect our profitability and margins. Additionally, we may incur asset impairment charges related to potential divestitures, which could further reduce our profitability.
However, we may not always be able to complete desired divestitures on favorable terms, and losses from sales or lost earnings could negatively impact our profitability. Divestitures may also result in asset impairment charges and other financial impacts.
Increased use of alternative payment methods, or our inability to successfully offset the secular decline in checks with new check supply clients or other sources of revenue, would adversely affect our business, cash flows, and results of operations. Similarly, the use of business forms has been declining.
If we are unable to offset the continuing decline in check usage by acquiring new clients or generating revenue from other sources, our business, cash flows, and financial results could be negatively impacted. Similarly, demand for business forms has been declining due to ongoing technological advancements.
If our strategy fails, or if there is a perception in the market that our strategy is failing, our reputation and brand could be damaged, and our stock price may decline.
We cannot guarantee that our strategy will be successful or that it will generate positive returns on our investments or maintain our current margins. If our strategy fails, or if the market perceives our strategy as unsuccessful, our reputation and brand could be harmed, and our stock price could decline.
However, the total number of checks written in the U.S. has been declining since the 1990s, and we expect this trend to continue due to the increasing digitization of payments.
We continue to supply checks for both personal and business use and believe that there will continue to be demand for these checks for the foreseeable future. However, the overall volume of checks written in the U.S. has been declining since the 1990s, a trend we expect to continue as payment methods become increasingly digital.
Non-compliance with the card networks' requirements could result in fines, suspension, or termination of our registrations or membership. Such terminations would have a material negative impact on our business, financial condition, and results of operations.
Actions taken by sponsors under these agreements could materially affect our operations and financial results. Non-compliance with card network requirements by us, our merchants, or independent sales organizations (ISOs) could result in fines, suspension, or termination of our registrations or memberships.
Disruptions that prevent these third parties from fulfilling their obligations, such as work slowdowns, extended labor strikes, labor shortages, or adverse weather conditions, could negatively impact our results of operations by forcing us to find alternative providers at higher costs. Postal rates are dependent on the operating efficiency of the U.S.
Disruptions in these services, such as labor disputes, slowdowns, or increases in postal and fuel costs, may require us to seek alternative providers at higher prices, negatively impacting our margins and results of operations. Financial challenges faced by the U.S.
Competitive pressures may limit our ability to pass increased costs on to our customers through higher prices, and new marketing strategies may not succeed. Either scenario could impair our competitive position and adversely affect our results of operations. Furthermore, when our check supply contracts expire, customers have the option to renegotiate their contracts with us or consider switching suppliers.
However, competitive pressures may prevent us from passing increased costs on to customers, and new marketing initiatives may not deliver the expected results, which could weaken our competitive position and negatively impact our financial performance. In addition, as our check supply contracts expire, customers may renegotiate terms or choose alternative suppliers.
If our business partners or key employees are the subject of negative news reports or publicity, our reputation may suffer, and our results of operations could be adversely affected. A key component of our brand promotion strategy is building on our relationship of trust with our customers, which we believe can be achieved by providing a high-quality customer experience.
Negative publicity, regardless of its accuracy, about our company, our business partners, or our employees could damage our reputation and erode customer trust, potentially resulting in the loss of business opportunities and adverse effects on our financial results. A central element of our brand strategy is fostering trust with our customers by providing a superior customer experience.
If small business preferences change rapidly and we are unable to develop new products and services with comparable operating margins, our results of operations would be adversely affected. 13 Our business relies on our strong and trusted brand, and any failure to maintain, protect, and enhance our brand would negatively impact our business.
The rate at which these alternatives will replace traditional forms is difficult to predict. If small business preferences shift more rapidly than anticipated, and we are unable to develop new products and services with comparable profitability, our operating results may be adversely affected.
Additionally, it could lead to disruptions in our operations, damage to our computer systems or those of our users, and potentially harm our reputation. Such events could deter clients and consumers from purchasing our products and services and result in the termination of client contracts. Additionally, vulnerabilities affecting large segments of mobile, computer, or server architecture could have widespread impacts.
Such events could deter clients and consumers from purchasing our products and services, result in contract terminations, and have widespread impacts if vulnerabilities affect large segments of technology infrastructure. Any of these outcomes would negatively affect our business, financial condition, and results of operations.
This involves closely monitoring interest rate trends and considering various financial instruments or strategies to mitigate the impact of rising rates on our financial performance. Despite our best efforts, fluctuations in interest rates could still adversely affect our financial condition and results of operations.
While we actively monitor interest rate trends and may utilize financial instruments or strategies to manage our exposure, there is no assurance that these measures will fully mitigate the impact of rising interest rates. Fluctuations in interest rates are largely beyond our control and could materially and adversely affect our results of operations and ability to achieve our business objectives.
Mandatory disclosure of an information security breach often leads to widespread negative publicity. Such disclosure could cause our clients and customers to lose confidence in our information security measures.
International, federal, and state laws and regulations require notification of individuals affected by information security breaches involving personal data, which could be costly. Mandatory disclosure of a breach often leads to negative publicity, potentially eroding client and consumer confidence in our security measures.
If our brand promotion activities do not achieve the desired outcome or if we fail to provide a high-quality customer experience for any reason, our ability to attract new customers and maintain customer relationships could be adversely affected, which would harm our business and results of operations. Our cost reduction initiatives may not be successful.
Should our brand-building efforts fail to achieve their intended results, or if we are unable to consistently deliver a high-quality customer experience, our ability to attract new customers and retain existing ones could be compromised, which would negatively affect our business, reputation, and financial performance.
Additionally, acquisitions may result in additional contingent liabilities, increased amortization expense, and/or future non-cash asset impairment charges related to acquired intangible assets and goodwill, which could adversely affect our business, results of operations, and financial condition.
There is no guarantee that we will be able to identify suitable acquisition targets, complete transactions on favorable terms, or realize the anticipated benefits from acquired businesses. Acquisitions may also require additional financing or result in contingent liabilities, increased amortization expense, or asset impairment charges. Any of these outcomes could negatively impact our business, financial condition, and results of operations.
Our capacity to make principal and interest payments on our debt depends on our future performance, which is influenced by general economic conditions and various financial, business, and other factors affecting our consolidated operations, many of which are beyond our control.
Such restrictions could limit our ability to pursue business strategies that may be in our long-term best interests. Our ability to meet our debt obligations depends on our future operating performance, which is subject to economic, financial, and business conditions, many of which are beyond our control.
Despite having an active credit risk management program, a default by one or more of our merchants or other parties could negatively impact our business, results of operations, and financial condition. We are subject to payment card network rules, and any changes to these rules could adversely impact our business and financial results.
Although we maintain credit risk management programs, require collateral, and monitor transaction activity to mitigate these risks, defaults by merchants or other parties could result in significant losses. An increase in chargebacks not reimbursed by merchants, or a rise in merchant defaults, could materially and adversely affect our business, financial condition, and results of operations.
We have also outsourced certain functions, including parts of our finance, marketing print fulfillment, and procurement operations. The ability of these service providers to deliver their services could be compromised by numerous factors, including human error, software issues, security breaches, power outages, telecommunications failures, equipment malfunctions, electrical disruptions, vandalism, natural disasters, terrorism, and other uncontrollable events.
These disruptions may be caused by human error, software or hardware failures, cyberattacks, power outages, telecommunications issues, natural disasters, or other unforeseen events. Additionally, our ability to deliver products and services depends on the interconnected operations of participants in the global financial system.
Additionally, some of our data, including consumer credit profiles, is highly regulated, which adds another layer of complexity and potential liability in the event of a data breach. International, federal, and state laws and regulations require companies to notify individuals of information security breaches involving their personal data, which would negatively impact our financial results.
Contractual provisions with third parties, including cloud service providers, may limit our ability to recover losses resulting from a partner's security breach. Additionally, some of our data, such as consumer credit profiles, is highly regulated, increasing complexity and potential liability in the event of a breach.
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ITEM 1A. RISK FACTORS We regularly encounter and manage various risks, many of which could materially impact our future results in ways that differ from our current expectations. These risks include, but are not limited to, the key factors listed below and the other matters detailed in this Annual Report on Form 10-K.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAny of these events would have a material negative impact on our business, prospects, results of operations, and financial position. We have established a risk-based information/cybersecurity program dedicated to safeguarding our data and solutions. Our privacy policies, along with associated controls and procedures, provide a comprehensive framework to guide the handling of data.
Biggest changeTo address these risks, we have established a risk-based cybersecurity program dedicated to safeguarding our data and solutions. Our privacy policies, controls, and procedures provide a comprehensive framework for data handling. We employ a defense-in-depth strategy, utilizing multiple security layers and adhering to the CIA (confidentiality, integrity, and availability) triad model.
As of the date of this report, we are not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition and that are required to be reported in this Form 10-K.
As of the date of this report, we are not aware of any cybersecurity incidents that have materially affected, or are reasonably likely to materially affect, our business strategy, results of operations, or financial condition, or that are required to be reported in this Form 10-K.
The CISO provides periodic updates to the board of directors, ensuring that comprehensive risk reviews are conducted and that our cyber risk assessment, practices, and policies are thoroughly discussed with management. Additionally, our Assurance and Risk Advisory Services group delivers periodic updates to the Audit and Finance committee of the board of directors covering financial and enterprise risks, including cybersecurity.
The CISO provides periodic updates to the board of directors, ensuring comprehensive risk reviews are conducted and that our cyber risk assessment, practices, and policies are thoroughly discussed with management. Our Assurance and Risk Advisory Services group also delivers periodic updates to the Audit and Finance committee of the board of directors, covering financial and enterprise risks, including cybersecurity.
For further discussion of the risks associated with cybersecurity incidents see Item 1A, "Operational Risks – Security breaches, computer malware, or other cyberattacks involving the confidential information we maintain could significantly damage our reputation, expose us to litigation and enforcement actions, and substantially harm our business and results of operations ."
For further discussion of the risks associated with cybersecurity incidents, see Item 1A, "Operational Risks – Security breaches, computer malware, or other cyberattacks involving the confidential information we maintain could significantly damage our reputation, expose us to litigation and regulatory actions, and substantially harm our business, financial condition, and results of operations ."
We may also engage third-party consultants, legal advisors, or audit firms to evaluate and test our risk management systems and assess and remediate potential cybersecurity incidents. These assessments inform our annual and multi-year cybersecurity strategies and our product security plans.
We also perform security maturity assessments and when appropriate, engage third-party consultants, legal advisors, or audit firms to evaluate and test our risk management systems and remediate potential cybersecurity incidents. These assessments inform our annual and multi-year cybersecurity strategies and product security plans.
ITEM 1C. CYBERSECURITY We are a trusted partner for businesses of all sizes, and we take this responsibility seriously. Ensuring the secure and continuous operation of our networks and systems, as well as the processing, maintenance, and confidentiality of the sensitive information they contain, is vital to our business operations and strategy.
ITEM 1C. CYBERSECURITY We are a trusted partner for businesses of all sizes, and we take this responsibility seriously. The secure and continuous operation of our networks and systems, as well as the protection, processing, and confidentiality of sensitive information, is essential to our business operations and strategy.
In the event of a cybersecurity incident, our Cybersecurity Incident Response team will act according to our incident management plans to communicate with our executive leadership team and coordinate the response.
In the event of a cybersecurity incident, our Cybersecurity Incident Response team follows established incident management plans to coordinate with executive leadership and manage the response.
Our Enterprise Risk Management Committee, led by our Assurance and Risk Advisory Services group, Chief Financial Officer, and Chief Administrative Officer, collaborates with our executive leadership team and senior-level staff, including the Chief Compliance Officer and the CISO, to evaluate and oversee our primary enterprise risks, including cybersecurity.
Governance of cybersecurity risk is overseen by our Enterprise Risk Management Committee, which includes our Assurance and Risk Advisory Services group, Chief Financial Officer, and Chief Administrative Officer, and which collaborates with our executive leadership team and senior-level staff, including the Chief Compliance Officer and the CISO.
We maintain cybersecurity insurance coverage to cover costs resulting from cyberattacks, although this coverage may not reimburse us for all losses.
We maintain cybersecurity insurance coverage to help offset costs resulting from cyberattacks, although the coverage may not reimburse all losses.
Our Chief Executive Officer, Chief Financial Officer, General Counsel, Chief Technology and Digital Officer, CISO, and Chief Compliance Officer are responsible for assessing such incidents for materiality, ensuring that any required notification or communication occurs, and determining whether any prohibition on the trading of our common stock by insiders should be imposed before disclosing information about a material cybersecurity event.
The Chief Executive Officer, Chief Financial Officer, General Counsel, Chief Technology and Digital Officer, CISO, and Chief Compliance Officer are responsible for assessing the materiality of incidents, ensuring required notifications and communications, and determining whether trading restrictions on our common stock by insiders should be imposed prior to public disclosure of a material cybersecurity event.
We process records containing confidential data related to individuals and businesses. Additionally, some of our products are hosted solutions, and the volume of data we store for our customers, including personal, critical business, and other potentially sensitive information, has been growing. Technology-based organizations like ours are susceptible to targeted attacks that aim to exploit network and system vulnerabilities.
We process records containing confidential data related to individuals and businesses, and as our hosted solutions expand, the volume of personal, critical business, and other sensitive data we store for our customers continues to grow. As a technology-based organization, we are susceptible to targeted cyberattacks that seek to exploit network and system vulnerabilities.
We employ a defense-in-depth strategy, utilizing multiple security layers and the CIA (confidential, integrity, and availability) triad model. Our information security program is led by our Chief Information Security Officer (CISO) and the Information Security department, which sets the policies, standards, and strategies to manage security risk.
Our information security program is led by our Chief Information Security Officer (CISO) and the Information Security department, which sets policies, standards, and strategies to manage security risk.
A successful cyberattack could lead to the disclosure or misuse of sensitive business and personal information, disrupt our operations, damage our reputation, and deter clients and consumers from using our products and services. It could also result in litigation, the termination of client contracts, government inquiries, and/or enforcement actions.
A successful cyberattack could result in the unauthorized disclosure or misuse of sensitive information, operational disruptions, reputational damage, and loss of client and consumer trust. Such incidents could 22 also lead to litigation, termination of client contracts, government inquiries, and enforcement actions, any of which could materially and adversely affect our business, prospects, results of operations, and financial position.
We conduct due diligence on these third parties regarding their security and business controls and have established monitoring procedures to mitigate risks related to data breaches or other security incidents originating from these third parties.
Our operations depend on several third parties, including vendors, developers, and partners, who may have access to our confidential data about consumers, employees, contractors, suppliers, and other business partners. We conduct due diligence and ongoing monitoring of these third parties' security and business controls to mitigate risks related to data breaches or other security incidents originating from external sources.
The CISO has over two decades of experience with global technology organizations across various industries. We allocate significant resources to addressing security vulnerabilities by enhancing security and reliability features in our products and services, providing employee security training, monitoring our operations 24/7, reviewing and auditing our systems against independent security control frameworks, and conducting security maturity assessments.
The CISO, with nearly two decades of experience in information security, oversees the resources to enhance security and reliability features in our products and services, provide employee security training, monitor operations 24/7, and conduct regular reviews and audits against independent security control frameworks.
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In addition, our operations rely on several third parties, including vendors, developers, and partners, who are critical to our business and may have access to our confidential data regarding consumers, employees, contractors, suppliers, and other business partners.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES As of December 31, 2024, we operated out of 36 facilities across the U.S., two facilities in Canada, and one in India. These locations support various functions, including printing and fulfillment, payment processing, call centers, data centers, and administrative tasks. Due to our shared services model, many of these facilities serve multiple business segments.
Biggest changeITEM 2. PROPERTIES As of December 31, 2025, we operated from 33 facilities located throughout the U.S., as well as two facilities in Canada and one in India. These sites support a range of business functions, including printing and fulfillment, payment processing, customer service call centers, data center operations, and administrative activities.
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Approximately 20% of our facilities are owned, while the remaining 80% are leased. Collectively, our facilities encompass approximately two million square feet of floor space. None of our owned properties are mortgaged or subject to significant encumbrances. We believe that existing leases will be renegotiated upon expiration or that we will secure suitable alternative properties on acceptable terms.
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Under our shared services model, many facilities are utilized by multiple business segments to maximize efficiency and resource utilization. Approximately 20% of our facilities are owned, while the remaining 80% are leased from third parties. In total, our facilities comprise roughly two million square feet of floor space. None of our owned properties are encumbered by mortgages or material liens.
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We also believe that our properties are well-maintained and adequately meet our current business needs. 22
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We anticipate that, upon expiration, existing leases will be renewed or replaced with suitable alternative locations on acceptable terms. We believe that our properties are well-maintained and sufficient to support our current operational requirements. 23

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe recorded liabilities were not material to our financial position, results of operations, or liquidity, and we do not believe that any of the currently identified claims or litigation will have a material impact on our financial position, results of operations, or liquidity upon resolution. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur.
Biggest changeThe recorded liabilities were not material to our financial position, results of operations, or liquidity, and we do not believe that any of the currently identified claims or litigation will have a material impact on our financial position, results of operations, or liquidity upon resolution. However, litigation carries inherent uncertainties, and unfavorable rulings are possible.
Should an unfavorable ruling occur, it may have a material adverse effect on our financial position, results of operations, or liquidity in the period the ruling is made or in future periods.
Should an unfavorable ruling occur, it could have a material adverse effect on our financial position, results of operations, or liquidity in the period of the ruling or in future periods.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeNo shares were repurchased under this authorization during the fourth quarter of 2024 and $287 million remained available for repurchase as of December 31, 2024. 23 The table below compares the cumulative total shareholder return on our common stock for the last five fiscal years with the cumulative total return of the S&P MidCap 400 Index and the Dow Jones U.S.
Biggest changeNo shares were repurchased under this authorization during the fourth quarter of 2025 and $287.5 million remained available for repurchase as of December 31, 2025. 24 The table below compares the cumulative total shareholder return on our common stock for the last five fiscal years with the cumulative total return of the S&P MidCap 400 Index and the Dow Jones U.S.
Support Services (DJUSIS) Index. COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN ASSUMES INITIAL INVESTMENT OF $100 DECEMBER 2024 The graph assumes that $100 was invested on December 31, 2019 in each of Deluxe common stock, the S&P MidCap 400 Index, and the DJUSIS Index, and that all dividends were reinvested. Prepared by: Zack's Investment Research, Inc. Used with permission.
Support Services (DJUSIS) Index. COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN ASSUMES INITIAL INVESTMENT OF $100 DECEMBER 2025 The graph assumes that $100 was invested on December 31, 2020 in each of Deluxe common stock, the S&P MidCap 400 Index, and the DJUSIS Index, and that all dividends were reinvested. Prepared by: Zack's Investment Research, Inc. Used with permission.
As of December 31, 2024, the number of shareholders of record was 4,695, excluding shareholders whose shares were held in the name of various dealers, clearing agencies, banks, brokers, and other fiduciaries. In October 2018, our board of directors authorized the repurchase of up to $500 million of our common stock. This authorization does not have an expiration date.
As of December 31, 2025, the number of shareholders of record was 4,483, excluding shareholders whose shares were held in the name of various dealers, clearing agencies, banks, brokers, and other fiduciaries. In October 2018, our board of directors authorized the repurchase of up to $500.0 million of our common stock. This authorization does not have an expiration date.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeOur business, financial condition, cash flows, and operating results are influenced by many factors, which are often beyond our control, that can cause actual results to differ from those expressed or implied by the forward-looking statements. Part I, Item 1A of this report outlines known material risks and important information to consider when evaluating our forward-looking statements.
Biggest changeOur business operations, financial position, cash flows, and results of operations are subject to numerous risks and uncertainties that could cause actual outcomes to vary from those anticipated in the forward-looking statements. For a discussion of material risks and other important factors to consider, please refer to Part I, Item 1A of this report.
Other Information 84 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 84 Item 10. Directors, Executive Officers and Corporate Governance 84 Item 11. Executive Compensation 85 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 85 Item 13. Certain Relationships and Related Transactions, and Director Independence 85 Item 14.
Other Information 87 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 87 Item 10. Directors, Executive Officers and Corporate Governance 87 Item 11. Executive Compensation 87 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 87 Item 13. Certain Relationships and Related Transactions, and Director Independence 88 Item 14.
Item 6. [Reserved] 24 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 24 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 38 Item 8. Financial Statements and Supplementary Data 40 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 83 Item 9A. Controls and Procedures 83 Item 9B.
Item 6. [Reserved] 25 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 25 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 40 Item 8. Financial Statements and Supplementary Data 41 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 86 Item 9A. Controls and Procedures 86 Item 9B.
Principal Accountant Fees and Services 85 Item 15. Exhibits and Financial Statement Schedules 86 Item 16. Form 10-K Summary 89 Signatures 90 2 PART I Please note that this Annual Report on Form 10-K contains statements that may constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 (the "Reform Act").
Principal Accountant Fees and Services 88 Item 15. Exhibits and Financial Statement Schedules 88 Item 16. Form 10-K Summary 92 Signatures 93 2 PART I This Annual Report on Form 10-K includes statements that may be considered “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995 (the “Reform Act”).
When we use the words or phrases “should result,” “believe,” “intend,” “plan,” “are expected to,” “targeted,” “will continue,” “will approximate,” “is anticipated,” “estimate,” “project,” “outlook,” "forecast," or similar expressions in this Annual Report on Form 10-K, in future filings with the Securities and Exchange Commission ("SEC"), in our press releases, investor presentations, and in oral statements made by our representatives, they indicate forward-looking statements within the meaning of the Reform Act.
Words and phrases such as “should result,” “believe,” “intend,” “plan,” “expect,” “target,” “will continue,” “will approximate,” “anticipate,” “estimate,” “project,” “outlook,” “forecast,” and similar expressions, whether used in this Annual Report, future Securities and Exchange Commission (SEC) filings, press releases, investor presentations, or oral statements by our representatives, are intended to identify forward-looking statements under the Reform Act.
Forward-looking statements include information concerning future strategic objectives, business prospects, anticipated savings, financial results (including earnings, liquidity, cash flow, and capital expenditures), industry or market conditions, demand for our products and services, acquisitions and divestitures, anticipated results of litigation, regulatory developments, or general economic conditions.
These forward-looking statements relate to matters such as our future strategic plans, business outlook, expected cost savings, anticipated financial performance (including earnings, liquidity, cash flow, and capital expenditures), industry trends, market conditions, demand for our products and services, potential acquisitions or divestitures, outcomes of legal proceedings, regulatory changes, and general economic conditions.
The Reform Act provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information.
The Reform Act’s “safe harbor” provisions are intended to encourage companies to provide forward-looking information.
Because actual results may differ materially from those expressed or implied by these forward-looking statements, we caution readers not to place undue reliance on these statements.
Actual results may differ significantly from those projected or implied in these forward-looking statements due to various factors, many of which are outside our control. Therefore, we advise readers not to place undue reliance on these statements.
Readers are cautioned that all forward-looking statements are based on current expectations and estimates and apply only as of the date of this report. We assume no obligation to update this information.
Please note that all forward-looking statements are based on current expectations and estimates as of the date of this report. We do not undertake any obligation to update or revise these statements to reflect new information, future events, or circumstances occurring after the date of this report. 3

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

96 edited+64 added−86 removed5 unchanged
Biggest changeWhile it is reasonable to expect that one or more of the excluded items will occur in future periods, the amounts recognized may vary significantly. 30 Diluted EPS for the years ended December 31 reconciles to adjusted diluted EPS as follows: (in thousands, except per share amounts) 2024 2023 Net income $ 52,945 $ 26,227 Net income attributable to non-controlling interest (143) (107) Net income attributable to Deluxe 52,802 26,120 Acquisition amortization 55,489 74,839 Accelerated amortization 16,866 2,500 Restructuring and integration expense 50,450 90,475 Share-based compensation expense 19,944 20,525 Certain legal-related (benefit) expense (34) 2,195 Asset impairment charges 7,743 — Gain on sale of businesses and long-lived assets (31,207) (32,421) Loss on sale of investment securities — 1,323 Loss on debt retirement 1,934 — Adjustments, pretax 121,185 159,436 Income tax provision impact of pretax adjustments (1) (26,640) (39,684) Adjustments, net of tax 94,545 119,752 Adjusted net income attributable to Deluxe 147,347 145,872 Income allocated to participating securities (8) — Re-measurement of share-based awards classified as liabilities (47) (20) Adjusted income attributable to Deluxe available to common shareholders $ 147,292 $ 145,852 Adjusted weighted-average shares and potential common shares outstanding (2) 44,738 43,889 GAAP diluted EPS $ 1.18 $ 0.59 Adjustments, net of tax 2.11 2.73 Adjusted diluted EPS $ 3.29 $ 3.32 (1) The tax effect of the pretax adjustments takes into account the tax treatment and related tax rate(s) applicable to each adjustment in the relevant tax jurisdiction(s).
Biggest changeIt is important to note that while adjusted diluted EPS excludes certain items to enhance comparability, these items may recur in future periods and the amounts recognized may vary significantly. 32 Diluted EPS for the years ended December 31 reconciles to adjusted diluted EPS as follows: (in millions, except per share amounts) 2025 2024 Net income $ 82.2 $ 52.9 Net income attributable to non-controlling interest (0.1) (0.1) Net income attributable to Deluxe 82.1 52.8 Acquisition amortization 46.0 55.5 Accelerated amortization — 16.9 Share-based compensation expense 24.9 19.9 Restructuring and integration expense 20.5 50.5 Asset impairment charges 5.7 7.7 Certain legal and environmental expense 1.5 — Gain on sale of businesses and long-lived assets — (31.2) Loss on debt retirement — 1.9 Adjustments, pretax 98.6 121.2 Income tax provision impact of pretax adjustments (1) (16.6) (26.7) Adjustments, net of tax 82.0 94.5 Adjusted income attributable to Deluxe available to common shareholders $ 164.1 $ 147.3 Adjusted weighted-average shares and potential common shares outstanding 45.5 44.7 GAAP diluted EPS $ 1.80 $ 1.18 Adjustments, net of tax 1.81 2.11 Adjusted diluted EPS $ 3.61 $ 3.29 (1) The tax effect of the pretax adjustments reflects the tax treatment and applicable tax rates for each adjustment in the relevant tax jurisdictions.
This forms the basis for making judgments about the carrying values of assets and liabilities. 36 In some cases, we could have reasonably used different accounting estimates and in other cases, changes in the accounting estimates are likely to occur from period to period. Therefore, actual results may differ from our estimates.
This forms the basis for making judgments about the carrying values of assets and liabilities. In some cases, we could have reasonably used different accounting estimates and in other cases, changes in the accounting estimates are likely to occur from period to period. Therefore, actual results may differ from our estimates.
New Accounting Pronouncements Information regarding accounting pronouncements not yet adopted can be found under the caption “Note 2: New Accounting Pronouncements” in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
New Accounting Pronouncements Information regarding accounting pronouncements not yet adopted can be found under the caption “Note 2: New Accounting Pronouncements” in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report. 39
Detailed information regarding the maturities of our long-term debt, our operating and finance lease obligations, and contingent liabilities can be found in the Notes to Consolidated Financial Statements under the captions "Note 13: Debt," "Note 14: Leases," and "Note 15: Other Commitments and Contingencies," located in Part II, Item 8 of this report.
Detailed information regarding the maturities of our long-term debt, operating and finance lease obligations, and contingent liabilities can be found in the Notes to Consolidated Financial Statements under the captions "Note 12: Debt," "Note 13: Leases," and "Note 14: Other Commitments and Contingencies," located in Part II, Item 8 of this report.
When a quantitative analysis is necessary, we compare the carrying value of the reporting unit, including goodwill, to its estimated fair value. The carrying value is based on the assets and liabilities associated with the reporting unit's operations, often requiring the allocation of shared and corporate items among reporting units.
When a quantitative analysis is performed, we compare the carrying value of the reporting unit, including goodwill, to its estimated fair value. The carrying value is based on the assets and liabilities associated with the reporting unit's operations, often requiring the allocation of shared and corporate items among reporting units.
Instead, we analyze our revenue based on the product and service offerings shown under the caption "Note 17: Business Segment Information" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
Instead, we analyze our revenue based on the product and service offerings shown under the caption "Note 15: Business Segment Information" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
The financial information presented below for our reportable business segments is consistent with that presented under the caption “Note 17: Business Segment Information” in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report, where information regarding revenue for our product and service offerings can also be found.
The financial information presented below is consistent with that presented under the caption “Note 15: Business Segment Information” in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report, where information regarding revenue for our various product and service offerings can also be found.
This MD&A includes financial information prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP"). Additionally, we discuss non-GAAP financial measures such as free cash flow, net debt, adjusted diluted earnings per share (EPS), consolidated adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA), and consolidated adjusted EBITDA margin.
Use of Non-GAAP Financial Measures This MD&A includes financial information prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP"). We also present certain non-GAAP financial measures, including free cash flow, net debt, adjusted diluted earnings per share (EPS), consolidated adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA), and consolidated adjusted EBITDA margin.
Our revenue mix by business segment was as follows: 2024 2023 Merchant Services 18.1 % 16.6 % B2B Payments 13.6 % 13.7 % Data Solutions 11.0 % 9.7 % Print 56.8 % 57.5 % All other 0.5 % 2.5 % Total revenue 100.0 % 100.0 % Consolidated Cost of Revenue (in thousands) 2024 2023 Change Total cost of revenue $ 995,311 $ 1,029,577 (3.3%) Total cost of revenue as a percentage of total revenue 46.9 % 47.0 % (0.1) pt.
Our revenue mix by business segment was as follows: 2025 2024 Merchant Services 18.7 % 18.1 % B2B Payments 13.6 % 13.6 % Data Solutions 14.4 % 11.0 % Print 53.3 % 56.8 % All other — 0.5 % Total revenue 100.0 % 100.0 % Consolidated Cost of Revenue (in millions) 2025 2024 Change Total cost of revenue $ 1,002.5 $ 995.3 0.7% Total cost of revenue as a percentage of total revenue 47.0 % 46.9 % 0.1 pt.
The majority of the employee reductions included in our restructuring and integration accruals as of December 31, 2024, along with the related severance payments, are anticipated to be completed by mid-2025.
The majority of the employee reductions associated with our restructuring and integration accruals as of December 31, 2025, and the related severance payments, are expected to be completed in mid-2026.
Based on these assessments, we found no changes in events or circumstances that suggested it was more likely than not that the fair value of any reporting unit was less 37 than its carrying amount. As such, no goodwill impairment charges were recorded as a result of our 2024 annual impairment analysis.
Based on these assessments, we concluded that no changes in events or circumstances suggested it was more likely than not that the fair value of any reporting unit was less than its carrying amount. Based on these assessments, no goodwill impairment charges were recorded in 2025.
Liquidity As of December 31, 2024, we held cash and cash equivalents of $34 million, along with an additional $374 million available for borrowing under our revolving credit facility.
Liquidity As of December 31, 2025, we held cash and cash equivalents of $36.9 million, along with an additional $379.6 million available for borrowing under our revolving credit facility.
Please be aware that this MD&A discussion contains forward-looking statements that involve risks and uncertainties. Part I, Item 1A of this report details known material risks and important information to consider when evaluating our forward-looking 24 statements.
Forward-Looking Statements This MD&A discussion contains forward-looking statements that involve risks and uncertainties. Please refer to Part I, Item 1A, Risk Factors, for a detailed discussion of known material risks and important information to consider when evaluating our forward-looking statements.
Additional details regarding other factors that impacted our effective income tax rates can be found under the caption "Note 10: Income Tax Provision" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
Additional details regarding our income tax provision, including a detailed breakdown of the components of our effective income tax rates, can be found under the caption "Note 9: Income Taxes" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
We periodically review our reporting units to ensure they continue to reflect the manner in which we operate our business. During our annual goodwill impairment analysis, we may first assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
We periodically reassess our reporting units to ensure they reflect the current structure and management of our business. During our annual goodwill impairment analysis, we have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") includes the following sections: • Executive Overview that discusses what we do and our operating results at a high level; • Consolidated Results of Operations; Restructuring and Integration Expense; and Segment Results that includes a more detailed discussion of our revenue and expenses; • Cash Flows and Liquidity and Capital Resources that discusses key aspects of our cash flows, financial commitments, capital structure, and financial position; and • Critical Accounting Estimates that discusses the estimates that involve a significant level of judgment and uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations.
The following sections are included: • Executive Overview that discusses what we do and our operating results at a high level; • Consolidated Results of Operations ; Restructuring and Integration Expense ; and Segment Results that includes a more detailed discussion of our revenue and expenses; • Cash Flows and Liquidity and Capital Resources that discusses key aspects of our cash flows, financial commitments, capital structure, and financial position; and 25 • Critical Accounting Estimates that discusses the accounting policies and estimates that require management to make complex judgments and assumptions and their application can have a material impact on our financial condition and results of operations.
For a discussion of our consolidated results of operations for the year ended December 31, 2023, compared to the year ended December 31, 2022, please refer to Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023 ("the 2023 Form 10-K"), which was filed with the SEC on February 22, 2024, and is incorporated by reference into this Form 10-K.
For a comparison of results for the years ended December 31, 2024 and December 31, 2023, please refer to Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission (SEC) on February 21, 2025, and is incorporated by reference herein.
Generally, this results in a tax impact that approximates the U.S. effective tax rate for each adjustment. However, the tax impact of certain adjustments, such as share-based compensation expense and gains on sales of businesses, depends on whether the amounts are deductible in the respective tax jurisdictions and the applicable effective tax rate(s) in those jurisdictions.
Generally, the resulting tax impact approximates the U.S. effective tax rate applied to each adjustment. However, for certain items, such as share-based compensation expense and gains on sales of businesses, the tax effect is determined by whether the amounts are deductible or taxable in the respective jurisdictions and the applicable effective tax rates in those jurisdictions.
Based on the amount of variable-rate debt outstanding as of December 31, 2024, a one percentage point change in the weighted-average interest rate would result in a $6 million change in interest expense for 2025. Income Tax Provision (in thousands) 2024 2023 Change Income tax provision $ 23,552 $ 13,572 73.5% Effective tax rate 30.8 % 34.1 % (3.3) pt.
Based on the amount of variable-rate debt outstanding as of December 31, 2025, a one percentage point change in the weighted-average interest rate would result in a $5.0 million impact on interest expense in 2026. Income Tax Provision (in millions) 2025 2024 Change Income tax provision $ 36.9 $ 23.6 56.4% Effective tax rate 31.0 % 30.8 % 0.2 pt.
Detailed information regarding our outstanding debt, including our debt service obligations, can be found under the caption "Note 13: Debt” in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
Detailed information regarding our outstanding debt, including our debt service obligations and debt covenants, can be found under the caption "Note 12: Debt” in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report. In October 2018, our board of directors authorized the repurchase of up to $500.0 million of our common stock.
As a result of these employee reductions, including those related to our North Star program, we realized cost savings of approximately $10 million in cost of sales and $25 million in SG&A expense in 2024, compared to our 2023 results of operations.
As a result of these employee reductions, including those under the North Star program, we realized cost savings of approximately $5.0 million in cost of sales and $15.0 million in SG&A expense during 2025, as compared to 2024.
Net cash used by investing activities for 2024 increased by $27 million compared to 2023.
Net cash used by investing activities increased by $61.9 million as compared to 2024.
Further information regarding restructuring and 31 integration expense can be found under the caption "Note 9: Restructuring and Integration Expense" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
Further information regarding restructuring and integration expense can be found under the caption "Note 8: Restructuring and Integration Expense" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report. SEGMENT RESULTS We operate four reportable segments: Merchant Services, B2B Payments, Data Solutions, and Print.
Additional information can be found under the caption "Note 6: Divestitures" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report. 28 Interest Expense (in thousands) 2024 2023 Change Interest expense $ 123,281 $ 125,643 (1.9%) Weighted-average debt outstanding 1,584,453 1,676,858 (5.5%) Weighted-average interest rate 7.15 % 7.06 % 0.09 pt.
Further information can be found under the caption "Note 6: Acquisition and Divestitures" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report. Interest Expense (in millions) 2025 2024 Change Interest expense $ 122.0 $ 123.3 (1.1%) Weighted-average debt outstanding 1,510.0 1,584.5 (4.7%) Weighted-average interest rate 7.53 % 7.15 % 0.38 pt.
Further information regarding the refinancing of our debt can be found under the caption "Note 13: Debt" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
Further information regarding the debt refinancing can be found under the caption "Note 12: Debt" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report. As of December 31, 2025, our exposure to variable-rate debt remains a key consideration for future interest expense.
For those employee reductions included in our restructuring and integration accruals through December 31, 2024, we expect to realize annual cost savings of approximately $5 million in cost of sales and $7 million in SG&A expense in 2025, compared to our 2024 results of operations.
Looking ahead, for those employee reductions included in our restructuring and integration accruals through December 31, 2025, we anticipate additional cost savings of approximately $2.0 million in cost of sales and $13.0 million in SG&A expense during 2026, compared to 2025.
Furthermore, we have entered into contracts with third-party service providers, primarily for information technology services, including cloud computing and professional services. These agreements also cover outsourced services, data purchases, and payment acceptance services.
In addition to these obligations, we have entered into multi-year agreements with third-party service providers, primarily for information technology services such as cloud computing and professional services, as well as contracts for outsourced operations, data procurement, and payment acceptance services.
We regularly review and update our contract-related estimates and do not expect that revisions to our estimates will have a material impact on our results of operations, financial position, or cash flows. Goodwill Impairment As of December 31, 2024, our goodwill totaled $1.42 billion, representing 50.3% of our total assets.
We do not currently expect that revisions to our estimates will have a material effect on our results of operations, financial position, or cash flows. Goodwill Impairment Goodwill represents a significant portion of our assets, totalling $1.42 billion, or 49.7% of our total assets, as of December 31, 2025.
EXECUTIVE OVERVIEW We help businesses strengthen their customer relationships through trusted, technology-enabled solutions that facilitate payments, drive growth, and enhance operational efficiency. Our comprehensive suite of solutions includes merchant services, marketing and data analytics, treasury management solutions, and promotional products, along with customized checks and business forms.
EXECUTIVE OVERVIEW We empower businesses to build stronger customer relationships through a broad range of trusted, technology-enabled solutions designed to facilitate payments, drive growth, and improve operational efficiency. Our comprehensive portfolio includes merchant services solutions, marketing and data analytics, treasury management solutions, and promotional products, as well as customized checks and business forms tailored to our clients’ needs.
We believe that net cash generated by operations, combined with cash and cash equivalents on hand, and the availability under our credit facility, will be sufficient to support our operations over the next 12 months. This includes meeting our contractual obligations, debt service requirements, and addressing our long-term capital needs.
We believe that net cash generated by operations, together with our cash and cash equivalents on hand and available credit, will be sufficient to meet our operating needs, contractual obligations, and debt service requirements over the next 12 months. This assessment takes into account our working capital position and anticipated cash flows.
As of December 31, 2024, $287 million remained available for repurchase. Information regarding changes in shareholders' equity can be found in the consolidated statements of shareholders' equity located in Part II, Item 8 of this report.
This authorization does not have an expiration date. We have not repurchased any shares under this authorization since the first 37 quarter of 2020. As of December 31, 2025, $287.5 million remained available for repurchase. Information regarding changes in shareholders' equity can be found in the consolidated statements of shareholders' equity located in Part II, Item 8 of this report.
We recommend that you read the following discussion and analysis in conjunction with our consolidated financial statements and related notes, which are presented in Part II, Item 8 of this report. This will provide a comprehensive understanding of our financial performance and the factors that influenced our results during these periods.
We encourage you to read this discussion in conjunction with our consolidated financial statements and related notes in Part II, Item 8 of this report, to gain a full understanding of our financial performance and the factors influencing our results.
Additional information regarding these business exits and asset sales can be found under the caption "Note 6: Divestitures" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
During 2024, we recorded goodwill impairment charges associated with our exit from the payroll and human resources services business. Additional details regarding these charges can be found under the caption "Note 6: Acquisition and Divestitures" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
Further information regarding these costs can be found in the Restructuring and Integration Expense section .
As we implement these initiatives, the amount of restructuring and integration expense is expected to fluctuate from period to period. Further information regarding these costs can be found in the Restructuring and Integration Expense section.
This increase was primarily driven by changes in settlement processing obligations during each period, including the impact of our exit from the payroll and human resources services business, as discussed in the Executive Overview section.
Net cash used by financing activities decreased by $130.4 million as compared to 2024, driven by changes in settlement processing obligations during each period, including the impact of our exit from the payroll and human resources services business during 2024.
Net income for the years ended December 31 reconciles to adjusted EBITDA and adjusted EBITDA margin as follows: (in thousands) 2024 2023 Net income $ 52,945 $ 26,227 Net income attributable to non-controlling interest (143) (107) Depreciation and amortization expense 165,544 169,703 Interest expense 123,281 125,643 Income tax provision 23,552 13,572 Restructuring and integration expense 50,450 90,475 Share-based compensation expense 19,944 20,525 Certain legal-related (benefit) expense (34) 2,195 Asset impairment charges 7,743 — Gain on sale of businesses and long-lived assets (31,207) (32,421) Loss on sale of investment securities — 1,323 Adjusted EBITDA $ 412,075 $ 417,135 Adjusted EBITDA margin 19.4 % 19.0 % Adjusted diluted EPS – We believe that adjusted diluted EPS is a valuable metric for providing comparable information that assists in analyzing our current period operating performance and assessing our future operating performance.
Net income for the years ended December 31 reconciles to adjusted EBITDA and adjusted EBITDA margin as follows: (in millions) 2025 2024 Net income $ 82.2 $ 52.9 Net income attributable to non-controlling interest (0.1) (0.1) Depreciation and amortization expense 137.9 165.5 Interest expense 122.0 123.3 Income tax provision 36.9 23.6 Share-based compensation expense 24.9 19.9 Restructuring and integration expense 20.5 50.5 Asset impairment charges 5.7 7.7 Certain legal and environmental expense 1.5 — Gain on sale of businesses and long-lived assets — (31.2) Adjusted EBITDA $ 431.5 $ 412.1 Adjusted EBITDA margin 20.2 % 19.4 % Adjusted diluted EPS – We believe that adjusted diluted EPS is a valuable metric that provides insight into our operating performance.
(in thousands) 2024 2023 Change Net cash provided by operating activities $ 194,281 $ 198,367 $ (4,086) Net cash used by investing activities (69,842) (43,305) (26,537) Net cash used by financing activities (267,255) (37,679) (229,576) Effect of exchange rate change on cash, cash equivalents, restricted cash, and restricted cash equivalents (6,064) 3,235 (9,299) Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents $ (148,880) $ 120,618 $ (269,498) Free cash flow (1) $ 99,892 $ 97,620 $ 2,272 (1) See Reconciliation of Non-GAAP Financial Measures within the Consolidated Results of Operations section, which defines and illustrates how we calculate free cash flow.
(in millions) 2025 2024 Change Net cash provided by operating activities $ 270.6 $ 194.3 $ 76.3 Net cash used by investing activities (131.7) (69.8) (61.9) Net cash used by financing activities (136.8) (267.2) 130.4 Effect of exchange rate change on cash, cash equivalents, restricted cash, and restricted cash equivalents 1.7 (6.1) 7.8 Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents $ 3.8 $ (148.8) $ 152.6 Free cash flow (1) $ 175.3 $ 100.0 $ 75.3 (1) See Reconciliation of Non-GAAP Financial Measures within the Consolidated Results of Operations section, which defines and illustrates how we calculate free cash flow.
By excluding the impact of non-cash items or items that we believe are not indicative of current period operating performance, adjusted diluted EPS offers a useful view of our underlying business performance.
Adjusted diluted EPS is calculated by excluding the impact of certain non-cash items and other items that we believe are not indicative of core operating results for the current period. By removing these effects, adjusted diluted EPS offers a perspective on the underlying performance of our business and facilitates more consistent comparisons across reporting periods.
Total debt reconciles to net debt as follows as of December 31: (in thousands) 2024 2023 Total debt $ 1,503,151 $ 1,592,851 Cash and cash equivalents (34,399) (71,962) Net debt $ 1,468,752 $ 1,520,889 Adjusted EBITDA and adjusted EBITDA margin – We believe that adjusted EBITDA and adjusted EBITDA margin are useful metrics for evaluating our operating performance.
Total debt reconciles to net debt as follows as of December 31: (in millions) 2025 2024 Total debt $ 1,429.4 $ 1,503.1 Cash and cash equivalents (36.9) (34.4) Net debt $ 1,392.5 $ 1,468.7 Adjusted EBITDA and adjusted EBITDA margin – We believe that adjusted EBITDA and adjusted EBITDA margin are metrics that provide meaningful insight into our operating performance.
We continue to reinvest the free cash flow generated by our Print business into our growth businesses. A reconciliation of free cash flow to its comparable GAAP financial measure can be found in the Consolidated Results of Operations section. Recent Market Conditions We continually monitor the interest rate environment and its impact on our outstanding debt.
A reconciliation of free cash flow to its comparable GAAP financial measure can be found in the Consolidated Results of Operations section. 27 Recent Market Conditions We continuously monitor macroeconomic factors that may affect our business, including interest rates, inflation, and global economic trends.
For instance, a sustained decline in our stock price, a downturn in economic conditions affecting our operating results, changes in business strategies or resource allocation, loss of significant customers, increased competition, or accelerated declines in order volume for checks and business forms could indicate a decline in the fair value of one or more reporting units, potentially necessitating additional impairment charges for goodwill or other assets.
Factors such as a sustained decline in our stock price, adverse economic trends, changes in business strategy, loss of significant customers, increased competition, or accelerated declines in order volume for checks or business forms could result in additional impairment charges for goodwill or other assets in future periods.
We believe that net cash generated from our operations, combined with cash and cash equivalents on hand, and the availability under our credit facility, will be sufficient to support our operations over the next 12 months. This includes meeting our contractual obligations, debt service requirements, and addressing our long-term capital needs. We expect to maintain our regular quarterly dividend payments.
We believe that net cash generated by operations, together with our cash and cash equivalents on hand and available credit, will be sufficient to meet our operating needs, contractual obligations, and debt service requirements over the next 12 months. This assessment takes into account our working capital position and anticipated cash flows.
These positive factors were partially offset by the loss of earnings from exited businesses, the secular revenue declines in the Print segment, and inflationary pressures on hourly wages, materials, and delivery costs. • Adjusted EBITDA – Decreased by $5 million to $412 million, including the impact of business exits, which drove a $20 million decrease.
These positive factors were partially offset by weaker demand for certain promotional products and the continuing secular declines in the Print segment, inflationary pressures on materials and delivery costs, and the loss of earnings from exited businesses.
These measures eliminate the effect of interest expense, income taxes, the accounting effects of capital investments (i.e., depreciation and amortization), and certain other items that may vary for reasons unrelated to current period operating performance. Management uses these measures to assess the operating results and performance of the business, perform analytical comparisons, and identify strategies to improve performance.
These measures exclude the impact of interest expense, income taxes, depreciation and amortization, and certain other items that may vary for reasons unrelated to current period operating performance. Management uses these measures to evaluate our results of operations, facilitate period-to-period and peer comparisons, and inform strategic decision-making aimed at enhancing performance.
Additionally, we had restricted cash and restricted cash equivalents, which were included in settlement processing assets and other non-current assets on the consolidated balance sheet, totaling $275 million. The following table should be read in conjunction with the consolidated statements of cash flows located in Part II, Item 8 of this report.
CASH FLOWS AND LIQUIDITY As of December 31, 2025, we held cash and cash equivalents of $36.9 million. Additionally, we had restricted cash and restricted cash equivalents, which were included in settlement processing assets and other non-current assets on the consolidated balance sheet, totaling $276.1 million.
These quantitative analyses indicated that the estimated fair values of the reporting units exceeded their carrying values. For the remaining reporting units with goodwill, we conducted qualitative analyses, considering factors such as economic, market, and industry conditions, cost factors, and the overall financial performance of the reporting units. We also reviewed the most recent quantitative analyses from prior periods.
Qualitative assessments were completed for the remaining reporting units, considering factors such as current economic and industry conditions, recent financial performance, and the most recent quantitative analyses from prior periods.
Identification of reporting units involves analyzing the components that comprise each of our operating segments, considering factors such as the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form a reporting unit if they have similar economic characteristics.
Goodwill is assigned to our reporting units, which are determined based on the components of our operating segments that constitute businesses for which discrete financial information is available and regularly reviewed by management. Components of an operating segment are aggregated to form a reporting unit if they have similar economic characteristics.
We anticipate that capital expenditures will be between $90 and $100 million in 2025, compared to $94 million in 2024, as we continue to build scale across our product categories and invest in innovation. Our capital allocation priorities remain focused on responsible growth investments, debt reduction, and returning capital to shareholders through dividends.
We anticipate that capital expenditures will be between $90.0 and $100.0 million in 2026, compared to $95.3 million in 2025, as we continue to invest in innovation and scale our product offerings.
The Private Securities Litigation Reform Act of 1995 (the "Reform Act") provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information.
The Private Securities Litigation Reform Act of 1995 (the "Reform Act") provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information. Statements using terms such as “should result,” “believe,” “intend,” “plan,” “expect,” ”anticipate,” “estimate,” “project,” “outlook,” "forecast," and similar expressions are intended to indicate forward-looking statements under the Reform Act.
Cost of revenue primarily consists of raw materials used to manufacture our products, shipping and handling costs, third-party costs for outsourced products and services, payroll and related expenses, information technology costs, depreciation and amortization of assets used in the production process and in support of digital service offerings, and related overhead. 27 The decrease in total cost of revenue for 2024, compared to 2023, was driven by several factors.
Cost of revenue primarily includes raw materials for product manufacturing, shipping and handling, third-party costs for outsourced products and services, payroll and related expenses, information technology costs, depreciation and amortization of production and digital assets, residuals paid to independent sales organization (ISOs), and related overhead.
Through December 31, 2024, we incurred related restructuring and integration expense of approximately $95 million ($50 million in 2024 and $45 million in 2023), and we expect to incur approximately $15 million in additional North Star restructuring and integration expense in 2025. These charges will include professional services fees, employee severance, and other restructuring-related costs.
We expect that the North Star initiatives implemented throughout 2025 will continue to deliver incremental benefits to our operating results in 2026. 33 Through December 31, 2025, we incurred approximately $114.0 million in restructuring and integration expense related to the North Star program. These expenses primarily consisted of professional services fees, employee severance, and other restructuring-related costs.
Amounts billed to customers for shipping and handling are included in revenue, while the related costs are recorded in cost of products and accrued when the related revenue is recognized.
We recognize revenue when control of goods or services is transferred to our customers, which generally occurs upon shipment for tangible products or as services are performed. Product revenue is primarily generated by our Print segment. Shipping and handling amounts billed to customers are included in revenue, while the related costs are recorded in cost of products.
Consequently, our internal management reporting also includes these financial measures, which should be considered in addition to, and not as superior to or as a substitute for, GAAP financial measures. We strongly encourage investors and shareholders to review our financial statements and publicly filed reports in their entirety and not to rely solely on any single financial measure.
We strongly encourage investors and shareholders to review our financial statements and publicly-filed reports in their entirety and not to rely solely on any single financial measure. Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies and therefore, may not facilitate useful comparisons.
Net Income, Diluted EPS, and Adjusted Diluted EPS (in thousands, except per share amounts) 2024 2023 Change Net income $ 52,945 $ 26,227 101.9% Diluted EPS 1.18 0.59 100.0% Adjusted diluted EPS 3.29 3.32 (0.9%) Net income and diluted EPS increased for 2024 compared to 2023, reflecting the changes noted above.
Net Income, Diluted EPS, and Adjusted Diluted EPS (in millions, except per share amounts) 2025 2024 Change Net income $ 82.2 $ 52.9 55.4% Diluted EPS 1.80 1.18 52.5% Adjusted diluted EPS 3.61 3.29 9.7% Net income and diluted EPS increased in 2025 compared to 2024, reflecting the combined impact of the factors discussed above.
Significant estimates and judgments are reviewed by management on an ongoing basis and by the Audit and Finance Committee of our board of directors at the end of each quarter, prior to the public release of our financial results.
Significant estimates and judgments are reviewed by management on an ongoing basis and by the Audit and Finance Committee of our board of directors at the end of each quarter. Rev enue Recognition Revenue recognition is a critical accounting estimate that requires significant management judgment, particularly in the context of complex customer contracts and variable consideration arrangements.
Adjusted EBITDA for 2024 also increased compared to 2023, primarily driven by the rise in data-driven marketing volume, the benefits of our cost management actions, and a favorable mix of clients throughout the year. Adjusted EBITDA margin increased for 2024 compared to 2023, due to the cost management actions and favorable changes in client mix.
Adjusted EBITDA also increased in 2025 as compared to 2024, primarily driven by the increase in data-driven marketing volume and the continued execution of our cost management initiatives. Our participation in volume-based rebate programs in 2025 provided incremental margin benefits.
The goal of these initiatives is to enhance shareholder value by (1) accelerating our adjusted EBITDA growth, (2) increasing cash flow, (3) reducing debt, and (4) improving our leverage ratio. North Star is a comprehensive, multi-year plan that balances cost reduction and growth opportunities.
Over the past three years, we successfully executed our North Star program, a comprehensive, multi-year initiative designed to enhance shareholder value by accelerating adjusted EBITDA growth, increasing cash flow, reducing debt, and improving our leverage ratio. The positive impact of the North Star program is reflected in our 2025 results, with both adjusted EBITDA and adjusted EBITDA margin increasing year-over-year.
Data Solutions Results for our Data Solutions segment were as follows: (in thousands) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Total revenue $ 234,033 $ 211,788 $ 196,707 10.5% 7.7% Adjusted EBITDA 60,443 46,281 44,833 30.6% 3.2% Adjusted EBITDA margin 25.8 % 21.9 % 22.8 % 3.9 pt. (0.9) pt.
Data Solutions Results for our Data Solutions segment were as follows: (in millions) 2025 2024 Change Total revenue $ 307.3 $ 234.0 31.3% Adjusted EBITDA 86.4 60.5 42.8% Adjusted EBITDA margin 28.1 % 25.9 % 2.2 pt.
We test goodwill for impairment annually as of July 31, or more frequently if events or changes in circumstances indicate a possible impairment. To assess goodwill for impairment, we assign it to individual reporting units.
We evaluate goodwill for impairment at least annually, as of July 31, or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable.
These prepaid product discounts are recorded in other non-current assets on the consolidated balance sheets and are generally amortized as reductions of revenue on the straight-line basis over the contract term. Sales tax collected during revenue-producing activities is excluded from revenue.
Sales tax collected from customers is excluded from revenue. Certain financial institution contracts include prepaid product discounts, which are cash payments made to clients and recorded as other non-current assets on the consolidated balance sheets.
Gain on Sale of Businesses and Long-Lived Assets (in thousands) 2024 2023 Change Gain on sale of businesses and long-lived assets $ 31,207 $ 32,421 (3.7%) As discussed in the Executive Overview section, we substantially completed our exit from the U.S. and Canadian payroll and human resources services business during 2024.
Gain on Sale of Businesses and Long-Lived Assets (in millions) 2025 2024 Change Gain on sale of businesses and long-lived assets $ — $ 31.2 (100.0%) In 2024, the income recognized was primarily associated with our exit from the payroll and human resources services business, a process that was substantially completed during 2024.
One limitation associated with using net debt is that by subtracting cash and cash equivalents, it may imply that management intends to use these funds to reduce outstanding debt. Additionally, net debt can suggest that our debt obligations are lower than what the most comparable GAAP measure indicates.
Subtracting cash and cash equivalents may imply that these funds are readily available and will be used to reduce debt, which may not reflect management’s actual intentions or liquidity needs. Additionally, net debt may suggest that our debt obligations are lower than the most directly comparable GAAP measure.
Additionally, we have recorded employee severance costs across functional areas. We are currently pursuing several initiatives designed to support our growth strategy and to increase our efficiency, including several initiatives that we collectively refer to as our North Star program.
Additionally, we have recorded employee severance costs across functional areas. We remain committed to executing initiatives that advance our long-term growth strategy and drive operational efficiency.
Significant investing and financing cash transactions for each period were as follows: (in thousands) 2024 2023 Change Net change in settlement processing obligations $ (108,036) $ 79,063 $ (187,099) Purchases of capital assets (94,389) (100,747) 6,358 Net change in debt (82,270) (55,188) (27,082) Cash dividends paid to shareholders (54,155) (53,325) (830) Payments for debt issuance costs (15,225) — (15,225) Proceeds from sale of businesses and long-lived assets 23,295 53,635 (30,340) Proceeds from sale of settlement processing asset debt securities — 8,006 (8,006) When evaluating our cash needs, we must take into account our debt service requirements, lease obligations, other contractual commitments, and contingent liabilities.
Additionally, payments of $15.2 million in 2024 for debt issuance costs related to our debt refinancing contributed to the decrease. 36 Significant investing and financing cash transactions for each period were as follows: (in millions) 2025 2024 Change Purchases of capital assets $ (95.3) $ (94.3) $ (1.0) Net change in debt (77.5) (82.3) 4.8 Cash dividends paid to shareholders (55.2) (54.2) (1.0) Residual commission buy-out (36.0) — (36.0) Payment for acquisition (12.1) — (12.1) Payments for debt issuance costs (0.6) (15.2) 14.6 Net change in settlement processing obligations 2.2 (108.0) 110.2 Proceeds from sale of businesses and long-lived assets 2.0 23.3 (21.3) When assessing our liquidity and capital resource requirements, we consider a range of factors, including scheduled debt service, lease obligations, other contractual commitments, and contingent liabilities.
We support small and medium-sized businesses, financial institutions, and some of the world’s largest consumer brands. We also provide checks and accessories directly to consumers. Our reach, scale, and distribution channels position us to be a trusted business partner, providing the tools and support our customers need to succeed.
We serve a diverse customer base, including small and medium-sized businesses, financial institutions, and some of the world’s leading consumer brands. In addition, we offer checks and related accessories directly to individual consumers. Our extensive reach, scale, and multi-channel distribution network enable us to deliver innovative solutions and reliable support, positioning us as a valued partner to our customers.
One limitation of using the free cash flow measure is that not all of our free cash flow is available for discretionary spending. We may have mandatory debt payments and other cash requirements that must be deducted from our available cash.
Not all free cash flow is available for discretionary spending, as we may have mandatory debt repayments and other contractual or regulatory cash requirements that must be satisfied. Despite this limitation, we believe free cash flow is a valuable supplemental measure for evaluating our financial flexibility and our ability to pursue growth opportunities and return capital to shareholders.
The following discussion and analysis provides information we believe is essential for understanding our financial condition and results of operations. This discussion focuses on our consolidated financial results for the years ended December 31, 2024 and December 31, 2023.
Reconciliations of our non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the Consolidated Results of Operations section. Scope of Discussion The following discussion and analysis focuses on our consolidated financial results for the years ended December 31, 2025 and December 31, 2024.
These decreases in total cost of revenue were partially offset by the revenue growth in data-driven marketing, as well as inflationary pressures on hourly wages, materials, and delivery costs. As a result, total cost of revenue as a percentage of total revenue for 2024 was virtually flat as compared to 2023.
Total cost of revenue increased in 2025 compared to 2024, primarily due to the revenue growth in our data-driven marketing business and ongoing inflationary pressures on materials and delivery costs. These increases were partially offset by softer demand for certain promotional products and the continued secular decline in checks, business forms, and various business accessories in our Print segment.
It also provides insight into the cash flow available to fund various items such as dividends, mandatory and discretionary debt reduction, acquisitions or other strategic investments, and share repurchases. 29 Net cash provided by operating activities for the years ended December 31 reconciles to free cash flow as follows: (in thousands) 2024 2023 Net cash provided by operating activities $ 194,281 $ 198,367 Purchases of capital assets (94,389) (100,747) Free cash flow $ 99,892 $ 97,620 Net debt – Net debt is calculated by subtracting cash and cash equivalents from total debt.
Net cash provided by operating activities for the years ended December 31 reconciles to free cash flow as follows: (in millions) 2025 2024 Net cash provided by operating activities $ 270.6 $ 194.3 Purchases of capital assets (95.3) (94.3) Free cash flow $ 175.3 $ 100.0 Net debt – Net debt is calculated as total debt less cash and cash equivalents.
These amounts, which totaled $19 million as of December 31, 2024, are included in other non-current assets on the consolidated balance sheets and are amortized on the straight-line basis as SG&A expense. The straight-line amortization approximates the timing of the transfer of goods or services to the customer, generally over periods of two to five years.
These amounts, which totaled $17.1 million as of December 31, 2025, are amortized as SG&A expense on the straight-line basis over the expected period of benefit, generally ranging from two to five years. Contract acquisition costs with an amortization period of one year or less are expensed as incurred.
These impacts were partially offset by our pricing and cost management actions, reduced restructuring and integration spend, and lower payments for cloud computing arrangement implementation costs and performance-based employee cash bonuses. 34 Included in net cash provided by operating activities were the following operating cash outflows: (in thousands) 2024 2023 Change Interest payments $ 117,828 $ 115,556 $ 2,272 Income tax payments 49,893 47,945 1,948 Performance-based employee cash bonuses (1) 39,045 44,483 (5,438) Prepaid product discount payments 29,809 28,535 1,274 Severance payments 10,308 16,942 (6,634) Payments for cloud computing arrangement implementation costs 3,145 9,118 (5,973) (1) Amounts reflect compensation based on total company and segment performance.
Included in net cash provided by operating activities were the following operating cash outflows: (in millions) 2025 2024 Change Interest payments $ 111.6 $ 117.8 $ (6.2) Income tax payments, net of refunds received 30.9 46.4 (15.5) Prepaid product discount payments 29.2 29.8 (0.6) Performance-based employee cash bonuses (1) 24.4 39.0 (14.6) Severance payments 10.3 10.3 — (1) Amounts reflect compensation based on total company and segment performance.
Adjusted EBITDA margin for 2024 decreased compared to 2023, as the benefits from our pricing and cost management actions were more than offset by the inflationary cost pressures and the increased bad debt expense.
Additionally, bad debt expense improved year-over-year, reflecting enhanced credit management practices. 35 Adjusted EBITDA margin increased in 2025 as compared to 2024, as the positive effects of our pricing actions and cost management initiatives, a shift in revenue mix toward higher-margin check products, and lower bad debt expense more than offset the impact of inflationary cost pressures.
Excluding the impact of business exits, adjusted EBITDA would have increased due to the benefits of our pricing and cost reduction actions and growth in data-driven marketing and merchant services.
Adjusted diluted EPS also increased year-over-year, primarily driven by the benefits of our pricing strategies and cost management actions, strong growth in our data-driven marketing business, and a reduction in bad debt expense.
Additionally, we believe that an increasing adjusted EBITDA and adjusted EBITDA margin indicate an increase in the company's value. It is important to note that we do not consider adjusted EBITDA to be a measure of cash flow, as it does not account for certain cash requirements such as interest, income taxes, debt service payments, or capital investments.
We believe that growth in adjusted EBITDA and adjusted EBITDA margin reflects improvement in our operating efficiency and may be indicative of increased enterprise value. 31 It is important to note that we do not consider adjusted EBITDA to be a measure of liquidity or cash flow.
Reconciliation of Non-GAAP Financial Measures Free cash flow – We define free cash flow as net cash provided by operating activities minus purchases of capital assets. We consider free cash flow to be an important indicator of cash available for servicing debt and for shareholders, after making necessary capital investments to maintain or expand our asset base.
A reconciliation of net income to adjusted net income, as used in the calculation of adjusted diluted EPS, can be found in the following section. Reconciliation of Non-GAAP Financial Measures Free cash flow – We define free cash flow as net cash provided by operating activities minus purchases of capital assets.
We also monitor various factors that could influence our customers' purchasing power, including potential global trade disruptions due to tariffs and other changes to trade policy in the U.S. and other countries. 26 Additionally, geopolitical events, such as war or other hostilities, could lead to a downturn in the global economy, which may negatively impact our performance.
Additionally, we monitor external factors that may affect our customers’ purchasing power, including potential global trade disruptions and geopolitical events. Prolonged economic uncertainty or a downturn in the global economy could adversely affect our financial position, results of operations, and future growth prospects.
Our operations continue to benefit from our disciplined pricing actions and comprehensive cost management practices. In 2023, we launched our North Star program with the objective of enhancing shareholder value by (1) accelerating our adjusted EBITDA growth, (2) increasing cash flow, (3) reducing debt, and (4) improving our leverage ratio.
Over the past three years, a significant portion of our restructuring activities were consolidated under the North Star program, a comprehensive, multi-year initiative designed to enhance shareholder value by accelerating adjusted EBITDA growth, increasing cash flow, reducing debt, and improving our leverage ratio. The program was structured to balance disciplined cost management with targeted investments to support sustainable growth.
Adjusted EBITDA for 2024 also decreased compared to 2023, primarily due to the decline in revenue, inflationary pressures on materials and delivery costs, and increased bad debt expense. These decreases were partially offset by our cost management actions, as we continue to focus on operating expense discipline and overall efficiency within this segment.
Adjusted EBITDA also decreased in 2025 as compared to 2024, largely attributable to the lower revenue and inflationary pressures affecting material and delivery costs. Despite these pressures, we continued to execute our cost management initiatives, which included disciplined operating expense control and ongoing process efficiency improvements. These actions helped to partially offset the adverse impacts of the revenue pressures.
These impacts were partially offset by the secular declines in the Print segment, inflationary pressures on our cost structure, and a $6 million increase in bad debt expense, primarily in the Print segment. Adjusted EBITDA margin of 19.4% for 2024 increased as compared to 19.0% for 2023.
The increase in adjusted EBITDA was primarily driven by the benefits of our pricing strategies and cost management initiatives, and growth in data-driven marketing. These positive impacts were partially offset by the weaker demand for certain promotional products, ongoing secular declines in the Print segment, and inflationary cost pressures.
Total revenue for 2024 increased compared to 2023, driven by strong demand for customer acquisition marketing activities across both our core base of financial institution partners and our expanding portfolio of other clients. Robust new campaign activity underscores our success in collaborating with our customer base to deploy an optimized set of marketing capabilities.
Total revenue increased in 2025 as compared to 2024, driven by strong demand for our customer acquisition marketing activities, particularly from our financial institution partners. In addition, we added new clients in various other industry verticals, further contributing to the revenue growth.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+0 added−1 removed4 unchanged
Biggest changeQuantitative information regarding the maturities of our long-term debt can be found under the caption "Note 13: Debt" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report. 38 As of December 31, 2024, our total debt outstanding was as follows: (in thousands) Carrying amount (1) Fair value (2) Interest rate Senior secured term loan facility $ 495,150 $ 500,000 7.2 % Senior unsecured notes 469,446 456,570 8.0 % Senior secured notes 441,638 454,860 8.1 % Securitization obligations 78,917 78,917 6.2 % Amounts drawn on senior secured revolving credit facility 18,000 18,000 7.2 % Total debt $ 1,503,151 $ 1,508,347 7.7 % (1) The carrying amount has been reduced by unamortized discount and debt issuance costs of $19 million.
Biggest changeAs of December 31, 2025, our total debt outstanding was as follows: (in millions) Carrying amount (1) Fair value (2) Interest rate Senior secured term loan facility $ 437.8 $ 441.4 5.9 % Senior unsecured notes 470.5 483.3 8.0 % Senior secured notes 443.1 474.1 8.1 % Securitization obligations 65.0 65.0 5.5 % Amounts drawn on senior secured revolving credit facility 13.0 13.0 5.9 % Total debt $ 1,429.4 $ 1,476.8 7.3 % (1) The carrying amount has been reduced by unamortized discount and debt issuance costs of $15.0 million.
As of December 31, 2024, we also had $450 million of 8.125% senior secured notes and $475 million of 8.0% senior unsecured notes outstanding. When factoring in the related discount and debt issuance costs, the effective interest rate on these notes is 8.6% and 8.3%, respectively.
As of December 31, 2025, we also had outstanding $475.0 million of 8.0% senior unsecured notes and $450.0 million of 8.125% senior secured notes. When factoring in the related discount and debt issuance costs, the effective interest rate on these notes is 8.3% and 8.6%, respectively.
At this time, we have not engaged in hedging activities to mitigate the risks associated with changes in foreign currency exchange rates. 39
At this time, we have not engaged in hedging activities to mitigate the risks associated with changes in foreign currency exchange rates. 40
As of December 31, 2024, based on the amount of variable-rate debt outstanding, a one percentage point change in the weighted-average interest rate would result in a $6 million change in interest expense for 2025. Foreign currency exchange rate risk – We are subject to fluctuations in foreign currency exchange rates.
Based on the amount of variable-rate debt outstanding as of December 31, 2025, a one percentage point change in the weighted-average interest rate would result in a $5.0 million impact on interest expense in 2026. Foreign currency exchange rate risk – We are subject to fluctuations in foreign currency exchange rates.
(2) For the amounts outstanding under our credit facility agreement, fair value approximates carrying value because the interest rate is variable and reflects current market rates. The fair value of the senior unsecured and senior secured notes is based on quoted prices in active markets for the identical liability when traded as an asset.
(2) For the amounts outstanding under our credit facility agreement and accounts receivable financing arrangement, fair value approximates carrying value because the interest rates are variable and reflect current market rates. The fair value of the senior unsecured and senior secured notes is based on quoted prices in active markets for the identical liability when traded as an asset.
The senior unsecured notes are scheduled to mature in June 2029, while the senior secured notes will mature in September 2029. However, if any of the senior unsecured notes remain outstanding as of February 1, 2029, the senior secured notes will also mature on that date.
The senior unsecured notes are scheduled to mature in June 2029, while the senior secured notes will mature in September 2029. However, if any of the senior unsecured notes issued in 2021 remain outstanding as of February 1, 2029, the 2024 senior secured notes will also mature on that date. The accounts receivable financing arrangement matures in December 2028.
Further details regarding the interest rate swaps can be found under the caption "Note 7: Derivative Financial Instruments" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
Quantitative information regarding the maturities of our long-term debt can be found under the caption "Note 12: Debt" in the Notes to Consolidated Financial Statements located in Part II, Item 8 of this report.
Removed
As part of our strategy to manage interest rate exposure, we periodically enter into interest rate swaps to reduce the variability in interest payments on a portion of our variable-rate debt. In December 2024, coinciding with the refinancing of our debt, we terminated our outstanding interest rate swaps and incurred an immaterial loss.

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