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What changed in EVERTEC, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of EVERTEC, Inc.'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.

+249 added−280 removedSource: 10-K (2026-03-02) vs 10-K (2025-03-03)

Top changes in EVERTEC, Inc.'s 2025 10-K

249 paragraphs added · 280 removed · 205 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

31 edited+3 added−4 removed133 unchanged
Biggest changeWe believe that our platforms will allow us to provide differentiated services to our customers and facilitate further expansion into new sales channels and geographic markets. 6 Table of Contents Experienced Management Team with a Strong Track Record of Execution We have grown our revenue organically and inorganically which has enabled us to introduce new products and services and expand our geographic footprint throughout Latin America.
Biggest changeExperienced Management Team with a Strong Track Record of Execution We have grown our revenue organically and inorganically which has enabled us to introduce new products and services and expand our geographic footprint throughout Latin America. We have a proven track record of creating value from operational and technology improvements and capitalizing on cross-selling opportunities.
We also own and operate ATH Movil and ATH Business which is an ATH network product that allows individuals to (i) transfer money instantly to other individuals and merchants using only their phone number, and (ii) transfer money between an individual’s registered cards.
We also own and operate ATH Movil and ATH Movil Business which is an ATH network product that allows individuals to (i) transfer money instantly to other individuals and merchants using only their phone number, and (ii) transfer money between an individual’s registered cards.
Failure to comply with existing and future rules and regulations in the jurisdiction in which we operate could materially adversely affect the operations of one or more of our businesses in those jurisdictions .” Foreign Corrupt Practices Act (“FCPA”), Export Administration and Other As a data processing company that services both foreign and domestic clients, our business activities in foreign countries, and in particular our transactions with foreign governmental entities, subject us to the anti-bribery provisions of the FCPA, as well as the laws and regulations of the foreign jurisdiction where we operate.
Failure to comply with existing and future rules and regulations in the jurisdictions in which we operate could materially adversely affect the operations of one or more of our businesses in those jurisdictions .” Foreign Corrupt Practices Act (“FCPA”), Export Administration and Other As a data processing company that services both foreign and domestic clients, our business activities in foreign countries, and in particular our transactions with foreign governmental entities, subject us to the anti-bribery provisions of the FCPA, as well as the laws and regulations of the foreign jurisdiction where we operate.
In merchant acquiring, we compete with several other service providers and financial institutions that are either in our markets or represented through Independent Sales Organizations (“ISO”), including Fidelity National Information Services, Inc., Fiserv, Inc., Global Payments, Inc., Elavon, Inc., PayPal Holdings, Inc., Block, Inc., Zelle and some local banks.
In merchant acquiring, we compete with several other service providers and financial institutions that are either in our markets or represented through Independent Sales Organizations (“ISO”), including Fidelity National Information Services, Inc., Fiserv, Inc., Global Payments, Inc., Elavon, Inc., PayPal Holdings, Inc., Block, Inc., and some local banks.
We receive recurring revenues from services based on our customers’ on-going daily commercial activity such as hosting accounts and information on our servers, processing financial products (credits, investments, foreign exchange, mutual funds, consortium) and processing everyday payments at grocery stores, gas stations and similar establishments. We generally provide these services under one to five-year contracts, often with automatic renewals.
We receive recurring revenues from services based on our customers’ on-going daily commercial activity such as hosting accounts and information on our servers, processing financial products (credits, investments, foreign exchange, mutual funds, consortium) and processing everyday payments at grocery stores, gas stations and similar establishments. We generally provide these services under one to six-year contracts, often with automatic renewals.
Our People and Culture values are aligned with our commitment to environmental, social and governance (ESG) principles. For more information, refer to our 2024 ESG Summary available on our website at https://ir.evertecinc.com/ESG as well as Vision, Mission and Values section in our most recent proxy statement. Nothing on our website shall be deemed incorporated by reference into this Report.
Our People and Culture values are aligned with our commitment to environmental, social and governance (ESG) principles. For more information, refer to our 2025 ESG Summary available on our website at https://ir.evertecinc.com/ESG as well as Vision, Mission and Values section in our most recent proxy statement. Nothing on our website shall be deemed incorporated by reference into this Report.
We have spent over $361 million over the last five years on technology investments, including POS terminals, enhancements to the functionality and capacity of our platforms and we have been able to achieve attractive economies of scale with flexible product development capabilities.
We have spent over $404 million over the last five years on technology investments, including POS terminals, enhancements to the functionality and capacity of our platforms and we have been able to achieve attractive economies of scale with flexible product development capabilities.
Specifically, our services must adhere to the requirements of the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001 (collectively, the “BSA”) regarding processing and facilitation of financial transactions, as well as other state, local and foreign laws relating to money laundering.
Certain of our services must adhere to the requirements of the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001 (collectively, the “BSA”) regarding processing and facilitation of financial transactions, as well as other state, local and foreign laws relating to money laundering.
We believe these competitive advantages include: • Our ability to provide competitive products; • Our ability to provide in one package a range of services that traditionally had to be sourced from different vendors; • Our ability to serve customers with disparate operations in several geographies with technology solutions that enable them to manage their business as one enterprise; and • Our ability to capture and analyze data across the transaction-processing value chain and use that data to provide value-added services that are differentiated from those offered by pure-play vendors that serve only one part of the transaction-processing value chain (such as only merchant acquiring or only issuing services).
We believe these competitive advantages include: • Our ability to provide competitive products; • Our ability to provide in one package a range of services that traditionally had to be sourced from different vendors; • Our ability to serve customers with disparate operations in several geographies with technology solutions that enable them to manage their business as one enterprise; and • Our ability to capture and analyze data across the transaction-processing value chain and use that data to provide value-added services that are differentiated from those offered by pure-play vendors that serve only one portion of the transaction-processing value chain (such as only merchant acquiring or only payment services).
We believe this capability provides several competitive advantages that will enable us to continue to penetrate our existing customer base with complementary new services, win new customers, develop new sales channels, and enter new markets.
We believe this capability provides several competitive advantages that will enable us to continue to penetrate our existing customer base with complementary new services, gain new customers, develop new sales channels, and enter new markets.
Financial institutions globally are facing significant challenges including the entrance of non-traditional competitors, the compression of margins on traditional products, significant channel proliferation and increasing regulation that could potentially curb profitability. Many of these institutions have traditionally fulfilled their IT needs through legacy computer systems, operated by the institution itself.
Financial institutions globally are facing significant challenges including the entrance of non-traditional competitors, the compression of margins on traditional products, significant channel proliferation and increasing regulation that could 5 Table of Contents potentially curb profitability. Many of these institutions have traditionally fulfilled their IT needs through legacy computer systems, operated by the institution itself.
Additionally, we offer managed services, managed security services and payment transactions fraud monitoring to all the regions we serve. We serve a diversified customer base of leading financial institutions, merchants, corporations, and government agencies with “mission-critical” technology solutions that enable them to issue, process and accept transactions securely.
Additionally, we offer managed services, managed security services and payment transactions fraud monitoring to all the regions where we do business. We serve a diversified customer base of leading financial institutions, merchants, corporations, and government agencies with “mission-critical” technology solutions that enable them to issue, process and accept transactions securely.
Payment Services Our merchant acquiring business provides services to merchants that allow them to accept electronic methods of payment such as debit, credit, prepaid and EBT cards carrying the ATH, Visa, MasterCard, Discover and American Express brands.
Payment Services 7 Table of Contents Our merchant acquiring business provides services to merchants that allow them to accept electronic methods of payment such as debit, credit, prepaid and EBT cards carrying the ATH, Visa, MasterCard, Discover and American Express brands.
Inovação Digital Ltda, Sinqia Tecnologia Ltda., Homie do Brasil Informática S.A., Rosk Software S.A., Lote 45 Participações S.A., and Compliasset S.A. (collectively "Sinqia"); Grandata, Inc., Grandata Mexico, S.A. de C.V., Grandata USA, Inc. and Big Data Analytics SA (collectively "Grandata"); and Nubity S.R.L., Nubity Inc. and Nubity Cloud, S.A.P.I. de C.V. (collectively "Nubity").
Inovação Digital Ltda, Sinqia Tecnologia Ltda., Homie do Brasil Informática S.A., Rosk Software S.A., Lote 45 Participações S.A., and Compliasset S.A. (collectively "Sinqia"); Grandata, Inc., Grandata Mexico, S.A. de C.V., Grandata USA, Inc. and Big Data Analytics SA (collectively "Grandata"); and Nubity S.R.L., Nubity Inc., Nubity Cloud, S.A.P.I. de C.V. (collectively "Nubity") and Tecnobank Tecnologia Bancária S.A. (“Tecnobank”).
For the year ended December 31, 2024, approximately 31% of our revenue was generated from our relationship with Popular. The revenue concentration with Popular makes our MSA with them our most significant client contract. See “Part II, Item 7.
For the year ended December 31, 2025, approximately 29% of our revenue was generated from our relationship with Popular. The revenue concentration with Popular makes our MSA with them our most significant client contract. See “Part II, Item 7.
Our regional model enables us to incorporate a variety of perspectives, ensuring that mindsets from a variety of backgrounds are reflected in our business strategies and decisions. We estimate our workforce is approximately 35% female and approximately 65% male, and we believe our female representation is above the technology industry average.
Our regional model enables us to incorporate a variety of perspectives, ensuring that mindsets from a variety of backgrounds are reflected in our business strategies and decisions. We estimate our workforce is approximately 34% female and approximately 66% male, and we believe our female representation is above the technology industry average.
EVERTEC Inc.’s subsidiaries include Holdings, EVERTEC Group; EVERTEC Dominicana, SAS; Evertec Chile Holdings SpA; Evertec Chile SpA; Evertec Chile Global SpA; Evertec Chile Servicios Profesionales SpA; Tecnopago España SL; Paytrue S.A.; Caleidon; S.A.; Evertec Brasil Solutions Informática S.A. ("EVERTEC BR"); EVERTEC Panamá, S.A.; EVERTEC Costa Rica, S.A.
EVERTEC Inc.’s subsidiaries include Holdings, EVERTEC Group; EVERTEC Dominicana, SAS; Evertec Chile Holdings SpA; Evertec Chile SpA; Evertec Chile Global SpA; Evertec Chile Servicios Profesionales SpA; Paytrue S.A.; Caleidon; S.A.; Evertec Brasil Solutions Informática S.A. ("EVERTEC BR"); EVERTEC Panamá, S.A.; EVERTEC Costa Rica, S.A.
We process over ten billion transactions annually through a system of electronic payment networks in Puerto Rico and Latin America and a comprehensive suite of services for core banking, cash processing, fulfillment in Puerto Rico and a "one stop shop" access to products for the financial sector in Latin America, which includes solutions such as core banking, investments, asset management, pension funds and consortium.
We process over ten billion transactions annually through a system of electronic payment networks in Puerto Rico and Latin America and provide a comprehensive suite of services for core banking, cash processing, fulfillment in Puerto Rico and a "one stop shop" set of products for the financial sector in Latin America, which include solutions such as core banking, investments, asset management, pension funds and consortium.
Additionally, due in large to the location of our employee base, approximately 99% of our employees and 90% of our managers are Latino. Additionally, we periodically conduct gender gap pay analyses for our employee population. Employee Engagement Fostering strong employee engagement is a key component of our high-performance culture.
Additionally, due in large to the location of our employee base, approximately 99.79% of our employees and 99.86% of our managers are Hispanic or Latino. Additionally, we periodically conduct gender gap pay analyses for our employee population. Employee Engagement Fostering strong employee engagement is a key component of our high-performance culture.
Our Business 7 Table of Contents We offer our customers end-to-end products and solutions across the transaction-processing value chain from a single source across numerous channels and geographic markets, as further described below.
Our Business We offer our customers end-to-end products and solutions across the transaction-processing value chain from a single source across numerous channels and geographic markets, as further described below.
Geographic Concentration For the year ended December 31, 2024, 64% of revenues were generated from our business in Puerto Rico, while the remaining 36% was generated from Latin America and the Caribbean. Latin America includes, among others, Costa Rica, México, Guatemala, Colombia, Chile, Uruguay, Brazil, Peru and Panamá.
Geographic Concentration For the year ended December 31, 2025, 61% of revenues were generated from our business in Puerto Rico, while the remaining 39% was generated from Latin America and the Caribbean. Latin America includes, among others, Costa Rica, México, Guatemala, Colombia, Chile, Uruguay, Brazil, Peru and Panamá.
Our company has maintained a strong record of operational continuity, having never experienced any work stoppages related to employee matters. By fostering open communication, proactive engagement, and fair employment practices, we strive to create an environment where employee concerns are addressed promptly and effectively.
None of our other employees are otherwise represented by any labor organization. Our company has maintained a strong record of operational continuity, having never experienced any work stoppages related to employee matters. By fostering open communication, proactive engagement, and fair employment practices, we strive to create an environment where employee concerns are addressed promptly and effectively.
Additionally, aligned with this trend, the Company has also developed PIX 2.0 to take advantage of Brazil's fastest instant money transfer system called PIX. We believe that the ongoing shift to digital payments will continue to generate substantial growth opportunities for our business.
Additionally, aligned with this trend, the Company has also developed multiple channel options to connect to Brazil's fastest instant money transfer system called PIX. We believe that the ongoing shift to digital payments will continue to generate substantial growth opportunities for our business.
These agreements align with both industry standards and Brazilian labor laws to establish a fair and transparent framework for employment. We believe they contribute to a positive and collaborative work environment, supporting the overall success and sustainability of our operations in Brazil. None of our other employees are otherwise represented by any labor organization.
In Brazil, we have approximately 2,330 unionized employees covered by industry-specific collective agreements. These agreements align with both industry standards and Brazilian labor laws to establish a fair and transparent framework for employment. We believe they contribute to a positive and collaborative work environment, supporting the overall success and sustainability of our operations in Brazil.
People and Culture On December 31, 2024, we had approximately 4,800 employees, 46% located in Brazil, 27% in Puerto Rico and the United States, and 27% located across Latin America and the Caribbean, including the Dominican Republic, Mexico, Guatemala, Costa Rica, Panama, Colombia, Chile, Peru and Uruguay. In Brazil, we have approximately 2,000 unionized employees covered by industry-specific collective agreements.
People and Culture On December 31, 2025, we had approximately 5,327 employees, 45% located in Brazil, 23% in Puerto Rico and the United States, and 32% located across Latin America and the Caribbean, including the Dominican Republic, Mexico, Guatemala, Costa Rica, Panama, Colombia, Chile, Peru, Argentina and Uruguay.
From the B2B perspective, non-cash transaction volumes for commercial payments are expected to grow from 17.3 million in 2022 to 75.5 million in 2028. The region’s fintech sector is also driving change via new contactless payment technologies that are becoming popular alternatives 5 Table of Contents to cash payments.
Non-cash transaction volumes are expected to grow to 383.1 million in 2029 from 140.3 million in 2023 according to the 2026 World Payments report. The region’s fintech sector is also driving change via new contactless payment technologies that are becoming popular alternatives to cash payments.
Federal Reserve in the Caribbean as well as the leading provider of a "one stop shop" set of products for the financial sector in Brazil. 8 Table of Contents Competition Competitive factors impacting the success of our services include the quality of the technology-based application or service, application features and functions, ease of delivery and integration, ability of the provider to maintain, enhance and support the applications or services, and price.
Tecnobank verifies the legitimacy of the contract and, once validated, instructs the traffic department to record a restriction in the vehicle documentation, preventing its sale until the loan is fully repaid. 8 Table of Contents Competition Competitive factors impacting the success of our services include the quality of the technology-based application or service, application features and functions, ease of delivery and integration, ability of the provider to maintain, enhance and support the applications or services, and price.
We have a proven track record of creating value from operational and technology improvements and capitalizing on cross-selling opportunities. EVERTEC’s management team brings many years of industry experience, with long-standing leadership at the operating business level and collectively benefits from an average of over 20 years of industry experience.
EVERTEC’s management team brings many years of industry experience, with long-standing leadership at the operating business level and collectively benefits from an 6 Table of Contents average of over 20 years of industry experience. We believe our leadership team is well positioned to continue to drive growth across business lines and regions.
Nubity is a cloud services provider based in Mexico, specializing in AWS cloud infrastructure management, DevOps, and cloud-native application solutions for clients across Latin America. We plan on leveraging our existing client base to accelerate the growth of these acquisitions similar to what we have been able to do with other business acquisitions.
Tecnobank is a leading fintech vendor in Brazil’s digital vehicle financing contract registration sector. We plan on leveraging our existing client base to accelerate the growth of this acquisition similar to what we have been able to do with other business acquisitions.
In addition, we believe we are the only non-bank provider of cash processing services to the U.S.
In addition, we believe we are the only non-bank provider of cash processing services to the U.S. Federal Reserve in the Caribbean as well as the leading provider of a "one stop shop" set of products for the financial sector in Brazil. With the acquisition of Tecnobank, we entered a new regulated market in Brazil.
Management’s Discussion and Analysis of Financial Condition and Results of Operations— Factors and Trends Affecting the Results of Our Operations - Relationship with Popular.” Recent Acquisitions In October 2024, the Company signed and closed an agreement to acquire 100% of the share capital of Grandata, Inc ("Grandata").
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors and Trends Affecting the Results of Our Operations—Relationship with Popular.” Recent Acquisitions On October 1, 2025, Evertec Brasil Informática S.A. (“Evertec BR”), a wholly-owned subsidiary of EVERTEC, Inc., completed the purchase of 75% of the share capital of Tecnobank Tecnologia Bancária S.A. (“Tecnobank”).
Removed
Grandata is a data analytics company operating in Mexico that specializes in leveraging behavioral data to provide credit risk insights, with a focus on underbanked populations. In November 2024, the Company signed and closed an agreement to acquire 100% of the share capital of Nubity, Inc ("Nubity").
Added
According to the 2026 World Payments report, Latin America has a projected CAGR of 17.4% over the next five years. Additionally, Latin America grew 22.4% from 2024 to 2025, fueled by mobile-first economies, regional real-time payments adoption, and digital commerce.
Removed
In 2024, non-cash transaction in Latin America, which has been a historically cash heavy economy, amounted to approximately 133 billion, representing a 23.2% growth spike. Non-cash transaction volumes are expected to grow to 340.7 million in 2028 from 109.2 million in 2022 according to the 2025 World Payments report.
Added
We believe that our platforms will allow us to provide differentiated services to our customers and facilitate further expansion into new sales channels and geographic markets.
Removed
Latin America is experiencing a surge in instant payments, driven by Pix in Brazil, Redcompra in Chile, ACH in Colombia, among others, that is revolutionizing the manner in which business and people transact. Pix in Brazil was the fastest growing payment method, with a approximate 26% CAGR from 2021 to 2023.
Added
Tecnobank operates as a trusted third party between lending institutions (banks, credit organizations, etc.) and state traffic departments. When a loan secured by a vehicle is originated, the lender submits the contract to Tecnobank.
Removed
We believe our leadership team is well positioned to continue to drive growth across business lines and regions.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe and our subsidiaries conduct business with financial institutions and/or card payment networks operating in countries whose nationals, including some of our customers, engage in transactions in countries that are the target of U.S. economic sanctions and embargoes, including Cuba. As a U.S.-based entity, we and our subsidiaries are obligated to comply with the economic sanctions regulations administered by OFAC.
Biggest changeAny such violations of the EAR could result in fines, penalties or other sanctions being imposed on us, which could negatively affect our business, results of operations and financial condition. 22 Table of Contents We and our subsidiaries conduct business with financial institutions and/or card payment networks operating in countries whose nationals, including some of our customers, engage in transactions in countries that are the target of U.S. economic sanctions and embargoes, including Cuba.
The termination of Banco Popular’s or our subsidiaries’ member registration or our subsidiaries’ status as a registered and certified third party service provider, or any changes in payment network rules or standards, including interpretation and implementation of the rules or standards, that increase the cost of doing business or limit our ability to provide transaction-processing services to or through our customers, could have an adverse effect on our business, results of operations and financial condition.
The termination of Banco Popular’s or our subsidiaries’ member registration or our subsidiaries’ status as a registered and certified third party service provider, or any changes in payment network rules, standards or mandates, including interpretation and implementation of the rules, standards or mandates, that increase the cost of doing business or limit our ability to provide transaction-processing services to or through our customers, could have an adverse effect on our business, results of operations and financial condition.
Additionally, any such failure by clients to comply could also result in fines, penalties or obligations imputed to EVERTEC, which could also have a material adverse effect on our business. We rely on our information technology systems, employees and certain suppliers and counterparties, and certain failures or disruptions in those systems or chains that could materially adversely affect our operations.
Additionally, any such failure by clients to comply could also result in fines, penalties or obligations imputed to EVERTEC, which could also have a material adverse effect on our business. We rely on our information technology systems, employees and certain suppliers and counterparties, and certain failures or disruptions in those systems or chains could materially adversely affect our operations.
Our degree of leverage could have a significant impact on us, including (i) increasing our vulnerability to adverse economic, industry or 31 Table of Contents competitive developments; (ii) requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, reducing our ability to use our cash flow for other purposes, including for our operations, capital expenditures and future business opportunities; (iii) exposing us to the risk of increased interest rates because our borrowings are predominantly at variable rates of interest; (iv) making it difficult for us to satisfy our indebtedness obligations generally, including complying with restrictive covenants and borrowing conditions, our noncompliance with which could result in an event of default under the agreements setting forth the terms of such indebtedness; (v) restricting us from making strategic acquisitions or causing us to make non-strategic divestitures; (vi) limiting our ability to obtain additional debt or equity financing for working capital, capital expenditures, business development, debt service requirements, acquisitions and general corporate or other purposes; and (vii) limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage to competitors who may be less highly leveraged.
Our degree of leverage could have a significant impact on us, including (i) increasing our vulnerability to adverse economic, industry or competitive developments; (ii) requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, reducing our ability to use our cash flow for other purposes, including for our operations, capital expenditures and future business opportunities; (iii) exposing us to the risk of increased interest rates because our borrowings are predominantly at variable rates of interest; (iv) making it difficult for us to satisfy our indebtedness obligations generally, including complying with restrictive covenants and borrowing conditions, our noncompliance with which could result in an event of default under the agreements setting forth the terms of such indebtedness; (v) restricting us from making strategic acquisitions or causing us to make non-strategic divestitures; (vi) limiting our ability to obtain additional debt or equity financing for working capital, capital expenditures, business development, debt service requirements, acquisitions and general corporate or other purposes; and (vii) limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage to competitors who may be less highly leveraged.
There can be no guarantee that this growth will continue and the loss or deterioration of these relationships, whether due to the termination of the A&R ISO Agreement or otherwise, could negatively impact our business and result in a material reduction of our revenue and income.
There can be no guarantee that this growth will continue and the loss or deterioration of these relationships, whether due to the termination or non-renewal of the A&R ISO Agreement or otherwise, could negatively impact our business and result in a material reduction of our revenue and income.
These provisions include: • prohibiting cumulative voting in the election of directors; • authorizing the issuance of “blank check” preferred stock without any need for action by stockholders (as further described below); • prohibiting stockholders from acting by written consent unless the action is taken by unanimous written consent; and 30 Table of Contents • establishing advance notice requirements for nominations for election to our Board or for proposing matters that can be acted on by stockholders at stockholder meetings.
These provisions include: • prohibiting cumulative voting in the election of directors; • authorizing the issuance of “blank check” preferred stock without any need for action by stockholders (as further described below); • prohibiting stockholders from acting by written consent unless the action is taken by unanimous written consent; and • establishing advance notice requirements for nominations for election to our Board or for proposing matters that can be acted on by stockholders at stockholder meetings.
It is therefore in the short seller’s interest for the price of the stock to decline, and some short sellers publish, or arrange for the publication of, opinions or characterizations regarding the relevant issuer, often involving misrepresentations of the issuer’s business prospects and similar matters calculated to create negative market momentum, which may permit them to obtain profits for themselves as a result of selling the stock short.
It is therefore in the short seller’s 29 Table of Contents interest for the price of the stock to decline, and some short sellers publish, or arrange for the publication of, opinions or characterizations regarding the relevant issuer, often involving misrepresentations of the issuer’s business prospects and similar matters calculated to create negative market momentum, which may permit them to obtain profits for themselves as a result of selling the stock short.
Any changes in our or our users’ business methods could increase cost or reduce revenue. The laws, rules, regulations, and policies in the markets in which we operate include, but are not limited to, privacy and user data protection, banking, money transmission, antitrust, anti-money laundering and the export, re-export, and re-transfer abroad of covered items.
Any changes in our or our users’ business methods could increase cost or reduce revenue. 21 Table of Contents The laws, rules, regulations, and policies in the markets in which we operate include, but are not limited to, privacy and user data protection, banking, money transmission, antitrust, anti-money laundering and the export, re-export, and re-transfer abroad of covered items.
For the year ended December 31, 2024, approximately 31% of our revenue was attributable to Banco Popular, a wholly-owned subsidiary of Popular. The A&R MSA by and among Popular, Banco Popular de Puerto Rico and EVERTEC Group, is our most significant client contract, and was amended and restated to include a term ending in 2028.
For the year ended December 31, 2025, approximately 29% of our revenue was attributable to Banco Popular, a wholly-owned subsidiary of Popular. The A&R MSA by and among Popular, Banco Popular de Puerto Rico and EVERTEC Group, is our most significant client contract, and was amended and restated to include a term ending in 2028.
Changes in payment card network or other network rules or standards could adversely affect our business. In order to provide our transaction-processing services, several of our subsidiaries are registered with or certified by Visa, Discover and MasterCard and other networks as members or as third-party providers for member institutions.
Changes in payment card network or other network rules, standards or mandates could adversely affect our business. In order to provide our transaction-processing services, several of our subsidiaries are registered with or certified by Visa, Mastercard, American Express, Discover and other payment networks as members or as third-party providers for member institutions.
In addition, we must develop, maintain and, as necessary, implement appropriate succession plans to assure we have the necessary human resources capable of maintaining continuity in our business and the businesses we acquire, such as Sinqia.
In addition, we must develop, maintain and, as necessary, implement appropriate succession plans to assure we have the necessary human resources capable of maintaining continuity in our business and the businesses we acquire.
Any of the foregoing risks could materially and adversely affect our business, financial condition, and results of operations. Confidentiality arrangements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information. We have devoted substantial resources to the development of our technology, business operations and business plans.
Any of the foregoing risks could materially and adversely affect our business, financial condition, and results of operations. 25 Table of Contents Confidentiality arrangements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information. We have devoted substantial resources to the development of our technology, business operations and business plans.
Under this grant, EVERTEC Group will benefit from a preferential income tax rate of 4% on industrial development income, as 27 Table of Contents well as from tax exemptions with respect to its municipal and property tax obligations for certain activities derived from its data processing operations in Puerto Rico.
Under this grant, EVERTEC Group will benefit from a preferential income tax rate of 4% on industrial development income, as well as from tax exemptions with respect to its municipal and property tax obligations for certain activities derived from its data processing operations in Puerto Rico.
If we are unable to renew or negotiate extensions for our A&R MSA with Popular, A&R ISO Agreement with Banco Popular and A&R ATH Network Participation Agreement with Banco Popular (together with its ATH Support Schedule, the “A&R BPPR ATH Agreement ” ), or if we are required to provide significant concessions to Popular or Banco Popular to secure extensions or otherwise, our ability to renegotiate our debt, secure additional debt, results of operations, financial condition and trading price of our common stock may be materially adversely affected.
If we are unable to renew or negotiate extensions for our A&R MSA with Popular, A&R ISO Agreement with Banco Popular and A&R ATH Network Participation Agreement with Banco Popular (the “A&R BPPR ATH Agreement ” ), or if we are required to provide significant concessions to Popular or Banco Popular to secure extensions or otherwise, our ability to renegotiate our debt, secure additional debt, results of operations, financial condition and trading price of our common stock may be materially adversely affected.
We 19 Table of Contents must anticipate and respond to these industry and customer changes in order to remain competitive within our relative markets. Doing so has historically required and will continue to require significant investment of resources in anticipating and adapting to such changes in technology.
We must anticipate and respond to these industry and customer changes in order to remain competitive within our relative markets. Doing so has historically required and will continue to require significant investment of resources in anticipating and adapting to such changes in technology.
Any such acquisition or investment may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable opportunities, whether or not the transactions are completed, and may result in unforeseen operating difficulties and expenditures.
Any such acquisition or investment may divert the attention of management and cause us to incur various expenses in identifying, 27 Table of Contents investigating, and pursuing suitable opportunities, whether or not the transactions are completed, and may result in unforeseen operating difficulties and expenditures.
Any of these occurrences could diminish our 17 Table of Contents ability to operate one or more of our businesses, or result in potential liability to clients, reputational damage and regulatory intervention or fines, any of which could materially adversely affect our financial condition or results of operations.
Any of these occurrences could diminish our ability to operate one or more of our businesses, or result in potential liability to clients, reputational damage and regulatory intervention or fines, any of which could materially adversely affect our financial condition or results of operations.
Our inability to respond to new competitors and technological advancements could impact all of our businesses. For example, the inability to adopt technological advancements surrounding POS technology otherwise generally available to merchants could have a material and adverse impact on our merchant acquiring business.
Our inability to respond to new competitors and technological advancements could impact all of 19 Table of Contents our businesses. For example, the inability to adopt technological advancements surrounding POS technology otherwise generally available to merchants could have a material and adverse impact on our merchant acquiring business.
As such, we and many of our customers are subject to payment card network rules that could subject us or our customers to a variety of fines or penalties that may be levied by the networks for certain acts or omissions by us, acquirer customers, processing customers and merchants.
As such, we and many of our customers are subject to payment card network rules that subject us or our customers to a variety of fines or penalties levied by the networks for certain acts or omissions by us, acquirer customers, processing customers and merchants.
We cannot be certain that our vendors and licensors are not infringing the intellectual property rights of third parties or that the vendors and licensors have sufficient rights to the software and technology in all jurisdictions in which it may sell our products.
We incorporate technology and software from third parties into our products. We cannot be certain that our vendors and licensors are not infringing the intellectual property rights of third parties or that the vendors and licensors have sufficient rights to the software and technology in all jurisdictions in which it may sell our products.
In 2024, we approved an increase to our existing share repurchase authorization to permit repurchases of up to $220 million in worth of shares of our common stock, including through open market purchases, accelerated share repurchase programs, Rule 10b5-1 plans, or privately negotiated transactions, each in accordance with applicable securities laws and other restrictions.
In 2025, we approved an increase to our existing share repurchase authorization to permit repurchases of up to $150 million in worth of shares of our common stock, including through open market purchases, accelerated share repurchase programs, Rule 10b5-1 plans, or privately negotiated transactions, each in accordance with applicable securities laws and other restrictions.
Our consolidated effective income tax rate could be materially adversely affected by several factors, including: changing tax laws, regulations and treaties, or the interpretation thereof; tax policy initiatives and reforms (such as those related to the Organization for Economic Co-Operation and Development’s (“OECD”) Base Erosion and Profit Shifting, or BEPS, project and other initiatives); the practices of tax authorities in jurisdictions in which we operate; the resolution of issues arising from tax audits or examinations and any related interest or penalties.
Our consolidated effective income tax rate could be materially adversely affected by several factors, including: changing tax laws, regulations and treaties, or the interpretation thereof; tax policy initiatives and reforms (such as those related to the One Big Beautiful Bill Act, or OBBBA, Organization for Economic Co-Operation and Development’s (“OECD”) Base Erosion and Profit Shifting, or BEPS, project and other initiatives); the practices of tax authorities in jurisdictions in which we operate; the resolution of issues arising from tax audits or examinations and any related interest or penalties.
We believe future growth in the use of credit, debit and other electronic and digital payments will be driven by the cost, ease-to-use, availability, and quality of products and services offered to customers and businesses.
We believe future 20 Table of Contents growth in the use of credit, debit and other electronic and digital payments will be driven by the cost, ease-to-use, availability, and quality of products and services offered to customers and businesses.
If our management team, including new hires that we make, fails to work together effectively and to execute our plans and strategies on a timely basis, our business could be harmed. Our effort to retain and develop personnel may also result in significant additional expenses, which could adversely affect our profitability, and may not have the desired effect.
If our management team, including new hires that we make, fails to work together effectively and to execute our plans and strategies on a timely basis, our business could be harmed. Our effort to retain and develop personnel may also result in significant additional expenses, which could adversely affect our profitability.
A breach of any of these covenants could result in a default under our secured credit facilities and other material agreements, including as a result of cross default provisions.
A breach of any of these covenants could result in 30 Table of Contents a default under our secured credit facilities and other material agreements, including as a result of cross default provisions.
There is currently proposed federal (and state) legislation that, if implemented, may impact credit card interchange and, as a result, impact our business. 21 Table of Contents We are subject to extensive government regulation and oversight.
There is currently proposed federal (and state) legislation that, if implemented, may impact credit card interchange and, as a result, impact our business. We are subject to extensive government regulation and oversight.
In addition to the $193.9 million which was available for borrowing under our revolving credit facility as of December 31, 2024, the terms of the secured credit facilities enable us to increase the amount available under the term loan and/or revolving credit facilities if we are able to obtain loan commitments from banks and satisfy certain other conditions.
In addition to the $184.4 million which was available for borrowing under our revolving credit facility as of December 31, 2025, the terms of the secured credit facilities enable us to increase the amount available under the term loan and/or revolving credit facilities if we are able to obtain loan commitments from banks and satisfy certain other conditions.
If the A&R ISO Agreement is not renewed, we will have to seek other card association sponsors, we will not benefit from Banco Popular referral of merchants and we may experience the loss of 15 Table of Contents some merchants if Banco Popular itself enters the merchant acquiring business or agrees to sponsor another independent sales organization.
If the A&R ISO Agreement is not renewed or is terminated, we will have to seek other card association sponsors, we may have to assign to Banco Popular up to 50% our merchant contracts, we will not benefit from Banco Popular referral of 15 Table of Contents merchants and we may experience the loss of additional merchants if Banco Popular itself enters the merchant acquiring business or agrees to sponsor another independent sales organization.
There is also continued scrutiny by the U.S. Congress of the manner in which payment card networks and card issuers set various fees. Banking regulators have been strengthening their examination guidelines with respect to relationships between banks and their third-party service providers, such as us.
Regulation of the electronic payment card industry has increased significantly in recent years. There is also continued scrutiny by the U.S. Congress of the manner in which payment card networks and card issuers set various fees. Banking regulators have been strengthening their examination guidelines with respect to relationships between banks and their third-party service providers, such as us.
If Popular were to terminate or fail to make required payments under the A&R MSA, or our other material agreements with Popular, our revenues could be materially reduced and our profitability and cash flows could also be materially reduced, all of which would have a material adverse impact on our financial condition and results of operations.
If Popular were to terminate or fail to make required payments under the A&R MSA, or our other material agreements with Popular, or if Popular were to significantly reduce the services it receives from us under such agreements, our revenues could be materially reduced and our profitability and cash flows could also be materially reduced, all of which would have a material adverse impact on our financial condition and results of operations.
Our amended and restated certificate of incorporation authorizes us to issue 206,000,000 shares of common stock, of which 63,614,077 are outstanding as of December 31, 2024. All of these shares, other than certain outstanding shares held by our officers and directors as of December 31, 2024, are freely transferable without restriction or further registration under the Securities Act.
Our amended and restated certificate of incorporation authorizes us to issue 206,000,000 shares of common stock, of which 61,756,639 are outstanding as of December 31, 2025. All of these shares, other than certain outstanding shares held by our officers and directors as of December 31, 2025, are freely transferable without restriction or further registration under the Securities Act.
Though inflation rates have declined compared to prior years, if they were to increase again, it may affect our expenses, including, but not limited to, increased employee compensation expenses and benefits as well as increased general administrative costs as was the case in prior high inflationary periods.
The markets in which we operate have experienced historically high levels of inflation. Though inflation rates have declined compared to prior years, if they were to increase again, it may affect our expenses, including, but not limited to, increased employee compensation expenses and benefits as well as increased general administrative costs as was the case in prior high inflationary periods.
If Popular were to terminate or fail to make required payments under the A&R MSA, or our other material agreements with Popular, our revenues could be materially reduced and our profitability and cash flows could also be materially reduced, all of which would have a material adverse effect.
If Popular were to terminate or fail to make required payments under the A&R MSA, or our other material agreements with Popular, or if Popular were to significantly reduce the services it receives from us under such agreements, our revenues could be materially reduced and our profitability and cash flows could also be materially reduced, all of which would have a material adverse effect.
We and our customers are also generally subject to U.S. federal, Puerto Rico and other countries’ laws, rules and regulations that affect the electronic payments industry, including with respect to activities in the countries where we operate and due to our relationship with customers that are subject to banking and financial regulation, including Popular. 22 Table of Contents Regulation of the electronic payment card industry has increased significantly in recent years.
We and our customers are also generally subject to U.S. federal, Puerto Rico and other countries’ laws, rules and regulations that affect the electronic payments industry, including with respect to activities in the countries where we operate and due to our relationship with customers that are subject to banking and financial regulation, including Popular.
While we are not a direct-to-consumer business, we do collect, process, store, use and share personal data of our employees and business partners, which is governed by a variety of U.S. federal and state and foreign laws and regulations.
While we are not a direct-to-consumer business, we do collect, process, store, use and share personal data of our employees and business partners, which is governed by a variety of U.S. federal and state and foreign laws and regulations. Laws and regulations relating to data privacy and security are complex and rapidly evolving and subject to potentially differing interpretations.
Even though some of these attacks have been successful, none of these actual or attempted cyber-attacks has had a material adverse impact on our operations or financial condition but we cannot guarantee that material incidents will not occur in the future.
Even though some of these attacks have been successful, none of these actual or attempted cyber-attacks has had a material adverse impact on our operations or financial condition but we cannot guarantee that material incidents will not occur in the future. Our businesses are dependent on our ability to reliably process, record and monitor a large number of transactions.
As part of our business, we electronically receive, process, store and transmit a wide range of confidential information, including sensitive customer information and personal consumer data, such as names and addresses, social security numbers, driver’s license numbers, cardholder data and payment history records, as well as proprietary information belonging to our business or to our business partners (collectively, "Confidential Information").
We are subject to security breaches or other confidential data theft from our systems, which can adversely affect our reputation and business. 17 Table of Contents As part of our business, we electronically receive, process, store and transmit a wide range of confidential information, including sensitive customer information and personal consumer data, such as names and addresses, social security numbers, driver’s license numbers, cardholder data and payment history records, as well as proprietary information belonging to our business or to our business partners (collectively, "Confidential Information").
If one or both of the A&R BPPR ATH Agreements are not extended, our ATH brand and network could be negatively impacted, and our financial condition and results of operations also be materially adversely affected.
If one or both of the A&R BPPR ATH Agreements are not extended, our ATH brand and network could be negatively impacted, and our financial condition and results of operations also be materially adversely affected. The A&R MSA, A&R ISO Agreement, and A&R BPPR ATH Agreement have terms ending in 2028, 2035, and 2030, respectively.
As of December 31, 2024, we had net receivables of $10.7 million from the Government and certain public corporations.
As of December 31, 2025, we had net receivables of $14.3 million from the Government and certain public corporations.
Any of these developments could have a material adverse effect on our business, financial condition, and results of operations. There may be a decline in the use of cards as a payment mechanism for consumers or adverse developments with respect to the card industry in general.
If any of these events were to occur, our business, financial condition, cash flows and results of operations could be materially adversely affected. There may be a decline in the use of cards as a payment mechanism for consumers or adverse developments with respect to the card industry in general.
If alternative software or technology cannot be obtained or developed, we may not be able to offer certain functionality as part of our products, subscriptions and services.
If alternative software or technology cannot be obtained or developed, we may not be able to offer certain functionality as part of our products, subscriptions and services. As a result, our margins, market share and results of operations could be significantly harmed.
A substantial portion of our business is generated from our Amended and Restated Independent Sales Organization Sponsorship and Services Agreement (the “A&R ISO Agreement”) with Banco Popular, which was amended and restated in July 2022, among other things, to extend its term to end in 2035.
A substantial portion of our business is generated from our Amended and Restated Independent Sales Organization Sponsorship and Services Agreement (the “A&R ISO Agreement”) with Banco Popular, which ends in 2035.
Further, a continued strengthening of the U.S. dollar could create inflationary pressures and cause foreign governments to, among other measures, increase interest rates. Restrictive macroeconomic policies could reduce the stability of foreign economies and harm our results of operations and profitability.
Further, strengthening of the U.S. dollar could create inflationary pressures and cause foreign governments to, among other measures, increase interest rates. Restrictive macroeconomic policies could reduce the stability of foreign economies and harm our results of operations and profitability. We are exposed to fluctuations in inflation, which could negatively affect our business, financial condition and results of operations.
Any claim of infringement, misappropriation or other violation of intellectual property rights by a third party, even those without merit, could cause us to incur substantial costs defending against the claim and could distract our management from our business.
Any claim of infringement, misappropriation or other violation of intellectual property rights by a third party, even those without merit, could cause us to incur substantial costs defending against the claim and could distract our management from our business. 24 Table of Contents We incorporate technology and components from third parties into our products, and our inability to obtain or maintain rights to such technology could harm our business.
As we seek to expand our business, we are, and may increasingly become, subject to various laws, regulations, standards, and contractual obligations relating to data privacy and security in the jurisdictions in which we operate.
As we seek to expand our business, we are, and may increasingly 18 Table of Contents become, subject to various laws, regulations, standards, and contractual obligations relating to data privacy and security in the jurisdictions in which we operate. Most states and countries where we conduct our business have adopted privacy and security laws that may apply to our business.
Legal and contractual restrictions in our existing secured credit facilities and other agreements which may govern future indebtedness of our subsidiaries, as well as the financial condition and operating requirements of our subsidiaries, may limit our ability to obtain cash from our subsidiaries. We are prohibited from paying any cash dividend on our common stock unless we satisfy certain conditions.
Legal and contractual restrictions in our existing secured credit facilities and other agreements which may govern future 28 Table of Contents indebtedness of our subsidiaries, as well as the financial condition and operating requirements of our subsidiaries, may limit our ability to obtain cash from our subsidiaries.
Our organizational documents may impede or discourage a takeover, which could deprive our investors of the opportunity to receive a premium for their shares. Provisions of our amended and restated certificate of incorporation and amended and restated bylaws may make it more difficult for, or prevent a third party from, acquiring control of us without the approval of our Board.
Provisions of our amended and restated certificate of incorporation and amended and restated bylaws may make it more difficult for, or prevent a third party from, acquiring control of us without the approval of our Board.
As of December 31, 2024, the total principal amount of our indebtedness was approximately $969.6 million.
As of December 31, 2025, the total principal amount of our indebtedness was approximately $1,095.7 million.
Failure to meet the requirements could result, among other things, in reductions in the benefits of the grant, tax penalties, other payment obligations or revocation of the grant in its entirety, which could have a material adverse effect on our financial condition and results of operations.
Failure to meet the requirements could result, among other things, in reductions in the benefits of the grant, tax penalties, other payment obligations or revocation of the grant in its entirety.
We have used “open source” software (“OSS”) in connection with the development and deployment of some of our software products, and we expect to continue to use OSS in the future.
Our use of "open source" software could subject our proprietary software to general release, negatively affect our ability to offer our products and subject us to possible litigation. We have used “open source” software (“OSS”) in connection with the development and deployment of some of our software products, and we expect to continue to use OSS in the future.
Our registrations and/or applications for trademarks, copyrights, and patents could be challenged, invalidated, or circumvented by others and may not be of sufficient scope or strength to provide us with maximum protection or meaningful advantage.
Misappropriation of our intellectual property or potential litigation concerning such matters could have a material adverse effect on our results of operations or financial condition. Our registrations and/or applications for trademarks, copyrights, and patents could be challenged, invalidated, or circumvented by others and may not be of sufficient scope or strength to provide us with maximum protection or meaningful advantage.
Additionally, future pandemics or any other public health crises may materially adversely 24 Table of Contents affect our business, results of operations and financial condition, similar to or beyond those disruptions and operational consequences that we experienced in connection with the COVID-19 pandemic. Prolonged economic uncertainties could limit our ability to grow our business and negatively affect our operating results.
Additionally, future pandemics or any other public health crises may materially adversely affect our business, results of operations and financial condition. Prolonged economic uncertainties could limit our ability to grow our business and negatively affect our operating results.
Any such events may materially and negatively impact our financial condition, results of operations and trading price of our common stock, as well as potentially limit our ability to renegotiate our debt. Our A&R ISO Agreement with Banco Popular, which sets our merchant acquiring relationship with Popular, includes revenue sharing provisions with Popular.
Any such events may materially and negatively impact our financial condition, results of operations and trading price of our common stock, as well as potentially limit our ability to renegotiate our debt.
Our contracts with private clients generally run for a period of one to six years, and usually contain automatic renewal periods. Our government contracts typically run for one year and do not include automatic renewal periods due to government procurement rules and related fiscal funding requirements.
Our government contracts typically run for one year and do not include automatic renewal periods due to government procurement rules and related fiscal funding requirements. Our standard merchant contract has an initial term of up to three years, with automatic one-year renewal periods.
Laws and 18 Table of Contents regulations relating to data privacy and security are complex and rapidly evolving and subject to potentially differing interpretations. These requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other rules or our practices.
These requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other rules or our practices.
In addition, we are subject to applicable antitrust requirements in each of the countries in which we operate. All of these laws and requirements may affect potential acquisitions in the relevant jurisdictions.
In addition, we are subject to applicable antitrust requirements in each of the countries in which we operate. All of these laws and requirements may affect potential acquisitions in the relevant jurisdictions. Puerto Rico ’ s fiscal crisis could have a material adverse effect on our business and the trading price of our common stock.
If companies in the financial services and related industries decide not to commence new operations or not to expand their existing operations in Puerto Rico, or consider closing operations in Puerto Rico, the demand for our services could be negatively affected. Our operations, business, customers and partners could be adversely affected by climate change or other environmental or social pressures.
If companies in the financial services and related industries decide not to commence new operations or not to expand their existing operations in Puerto Rico, or consider closing operations in Puerto Rico, the demand for our services could be negatively affected. We are exposed to risks associated with our presence in international markets, including global political, social and economic instability.
Such changes may include (but are not limited to) the taxation of operating income, investment income, dividends received or (in the specific context of withholding tax) dividends, royalties and interest paid. In particular, in December 2021, OECD released final “Pillar Two” model rules pursuant to the Global Anti-Base Erosion Proposal, or “GloBE,” to reform international corporate taxation.
Such changes may include (but are not limited to) the taxation of operating income, investment income, dividends received or (in the specific context of withholding tax) dividends, royalties and interest paid.
Despite our efforts, our practices may not comply, now or in the future, with all such laws, regulations, requirements, and obligations.
Laws, rules and regulations relating to privacy and data security are, in some cases, relatively new and the interpretation and application of these laws are uncertain. Despite our efforts, our practices may not comply, now or in the future, with all such laws, regulations, requirements, and obligations.
As a result of Puerto Rico’s high cost of electricity and governmental financial crisis, businesses may be reluctant to establish or expand their operations in Puerto Rico and the Caribbean, or might consider closing operations currently in such locations.
Adverse economic conditions could result in a decrease in consumers' use of banking services and financial service providers resulting in significant decreases in the demand for our products and services which could adversely affect our business and operating results. 23 Table of Contents As a result of Puerto Rico’s high cost of electricity and governmental financial crisis, businesses may be reluctant to establish or expand their operations in Puerto Rico and the Caribbean, or might consider closing operations currently in such locations.
If EVERTEC Group does not comply with the terms of its preferential tax exemption grant, it may be subject to reduction of the benefits of the grant, tax penalties, other payment obligations or full revocation of the grant, which could have a material adverse effect on our financial condition, results of operations and our stock price.
EVERTEC Group has a preferential tax exemption grant from the Government of Puerto Rico. If EVERTEC fails to renew or extend such grant or fails to comply with its terms, we could have a material adverse effect on our financial condition, results of operations and our stock price.
The secured credit facilities also include limitations on the ability of our subsidiaries to pay dividends to us. The earnings from, or other available assets of, our subsidiaries may not be sufficient to pay dividends or make distributions or loans or enable us to pay any dividends on our common stock or other obligations.
The earnings from, or other available assets of, our subsidiaries may not be sufficient to pay dividends or make distributions or loans or enable us to pay any dividends on our common stock or other obligations. Our organizational documents may impede or discourage a takeover, which could deprive our investors of the opportunity to receive a premium for their shares.
Certain of these events may become more frequent or intense as a result of climate change or other environmental or social pressures. For more information, see our risk factor titled "Our operations, business, customers and partners could be adversely affected by climate change or other environmental or social pressures".
Certain of these events may become more frequent or intense as a result of climate change or other environmental or social pressures.
For example, in November 2023, we completed a the Sinqia Transaction, pursuant to which, among other things, Sinqia became a wholly-owned subsidiary of Evertec BR.
For example, (i) in November 2023, we completed the Sinqia Transaction, pursuant to which, among other things, Sinqia became a wholly-owned subsidiary of Evertec BR; (ii) in October 2025, we completed the Tecnobank Transaction, pursuant to which Evertec BR became owner of 75% of Tecnobank's share capital; and (iii) in January 2026, we announced the entry into a share purchase agreement to acquire 100% of the share capital of Dimensa S.A.
Certain states in the United States and most countries where we conduct our business have adopted privacy and security laws that may apply to our business. These laws generally require companies to implement specific privacy and information security controls and legal protections to protect certain types of personal information and to collect or use it subject to disclosures.
These laws generally require companies to implement specific privacy and information security controls and legal protections to protect certain types of personal information and to collect or use it subject to disclosures. Additional compliance investment and potential business process changes may continue to be required as these laws and others go into effect.
The grant has a term of 15 years effective as of January 1, 2012 with respect to income tax obligations and July 1, 2013 and January 1, 2013 with respect to municipal and property tax obligations, respectively. The grant contains customary commitments, conditions, and representations that EVERTEC Group is required to comply with in order to maintain the grant.
The grant has a term of 15 years effective as of January 1, 2012 with respect to income tax obligations and July 1, 2013 and January 1, 2013 with respect to municipal and property tax obligations, respectively. More than 90% of our Puerto Rico taxable income benefits from the preferential tax rates under the grant.
Some revenues that are generated from our operations outside Puerto Rico are dependent upon our operations in Puerto Rico.
For the years ended December 31, 2025 and 2024, approximately 61% and 64%, respectively, of our total revenues were generated from our operations in Puerto Rico. Some revenues that are generated from our operations outside Puerto Rico are dependent upon our operations in Puerto Rico.
Additional compliance investment and potential business process changes may continue to be required as these laws and others go into effect. Further, in order to comply with the varying state laws around data breaches, we must maintain adequate security measures, which require significant investments in resources and ongoing attention.
Further, in order to comply with the varying state laws around data breaches, we must maintain adequate security measures, which require significant investments in resources and ongoing attention. Additionally, our customers and business partners are imposing more stringent obligations on us in the form of contracts regarding privacy and information security.
The A&R MSA, A&R ISO Agreement, and A&R BPPR ATH Agreement, amended and restated in July 2022, have terms ending in 2028, 2035, and 2030, respectively. Our inability to renew or continue to maintain client contracts on favorable terms or at all may materially adversely affect our results of operations and financial condition.
Our inability to renew or continue to maintain client contracts on favorable terms or at all may materially adversely affect our results of operations and financial condition. Our contracts with private clients generally run for a period of one to six years, and usually contain automatic renewal periods.
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Our standard merchant contract has an initial term of up to three years, with automatic one-year renewal periods. At the end of the relevant contract term, clients can renew or renegotiate their contracts with us, but may also decide to engage one of our competitors to provide products and services.
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Our A&R ISO Agreement with Banco Popular, which sets our merchant acquiring relationship with Popular, includes revenue sharing provisions with Popular, as well as a split of merchant agreements in the event of termination or non-renewal.
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The IT Systems underlying our services have occasionally contained, and may in the future contain, undetected errors or defects when first introduced or when new versions are released. We may experience difficulties in installing or integrating our IT Systems on platforms used by our customers.
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For instance, in August 2025, Sinqia identified unauthorized activity in its environment of the Brazilian Central Bank (“BCB”) real-time payment system known as Pix. In response, Sinqia promptly halted transaction processing, engaged external cybersecurity forensic experts, and notified relevant authorities and affected customers. Approximately R$710 million in unauthorized transactions affected two Sinqia customers.
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For example, in 2024, we identified a cybersecurity incident that exploited a third-party software vulnerability and resulted in unauthorized access to our IT systems that were utilized for servicing certain of our customers. We immediately activated our incident response plan and enlisted the support of third-party cybersecurity forensic experts to assist our team with the investigation.
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Within days of the incident, the two affected Sinqia customers confirmed they had successfully recovered significant portions of such unauthorized transaction amounts. We determined that the incident did not have a material adverse impact on our operations or financial condition.
Removed
There was no impact on our operations due to the incident, which was swiftly contained and remediated following its detection without any material adverse effect on our operations or financial condition. Our businesses are dependent on our ability to reliably process, record and monitor a large number of transactions.
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As a U.S.-based entity, we and our subsidiaries are obligated to comply with the economic sanctions regulations administered by OFAC.
Removed
We are subject to security breaches or other confidential data theft from our systems, which can adversely affect our reputation and business.
Added
The grant contains customary commitments, conditions, and representations that EVERTEC Group is required to comply with in order to maintain the grant.
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Additionally, our customers and business partners are imposing more stringent obligations on us in the form of contracts regarding privacy and information security. Laws, rules and regulations relating to privacy and data security are, in some cases, relatively new and the interpretation and application of these laws are uncertain.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur Chief 33 Table of Contents Information Security Officer experience includes approximately 18 years in different information security roles, including recent roles as Chief Information Security Officer of Unum and Deputy Chief Information Security Officer of MasterCard.
Biggest changeOur Chief Information Security Officer’s experience includes approximately 16 years in different information security roles, including recent roles as Chief Information Security Officer of XUP Payments, Inc. and Vice President of Enterprise Risk & Security of Aaron’s, Inc.
" Cybersecurity Governance Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Information Technology Committee (the "IT Committee") oversight of cybersecurity and other information technology risks, which includes, among others things: • oversight of IT and cybersecurity related risks with regard to the Company’s IT platforms and investments; • advising and making recommendations to the Board regarding the state of the Company’s cybersecurity preparedness, including review of the threat landscape facing the Company; and • monitoring and evaluating the effectiveness of IT security and cybersecurity protocols within the Company, including disaster recover capabilities.
" Cybersecurity Governance 31 Table of Contents Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Information Technology Committee (the "IT Committee") oversight of cybersecurity and other information technology risks, which includes, among others things: • oversight of IT and cybersecurity related risks with regard to the Company’s IT platforms and investments; • advising and making recommendations to the Board regarding the state of the Company’s cybersecurity preparedness, including review of the threat landscape facing the Company; and • monitoring and evaluating the effectiveness of IT security and cybersecurity protocols within the Company, including disaster recover capabilities.
Item 1C. Cybersecurity 32 Table of Contents Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes a cybersecurity incident response plan.
Item 1C. Cybersecurity Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes a cybersecurity incident response plan.
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The IT Committee receives periodic reports from management on our cybersecurity risks. In addition, management updates the IT Committee, as necessary, regarding any significant cybersecurity incidents. Board members receive presentations on cybersecurity topics. For example, February 2024, the full Board held a cybersecurity tabletop exercise to help prepare to respond to a cyberattack or other security incident.
Added
The IT Committee receives periodic reports from management regarding the Company’s cybersecurity risks, including updates on the threat environment, risk management priorities, and the overall maturity of the Company’s information security program. Management also updates the Board and IT Committee, as appropriate, regarding any significant cybersecurity incidents and the Company’s response activities.
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Our management team, including our Chief Information Security Officer, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.
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During 2025, management provided the IT Committee with cybersecurity updates, including briefings in October and December addressing the evolving cybersecurity threat landscape, key risk areas, and ongoing initiatives to strengthen the Company’s security posture, controls, and incident preparedness. Board members also receive presentations on cybersecurity topics from external advisors.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeSecurities Authorized for Issuance under Equity Compensation Plans Item 12 of Part III contains information concerning securities authorized for issuance under our equity compensation plans. Stock Performance Graph The following Performance Graph shall not be deemed incorporated by reference and shall not constitute soliciting material or otherwise considered filed under the Securities Act or the Exchange Act.
Biggest changeStock Performance Graph 33 Table of Contents The following Performance Graph shall not be deemed incorporated by reference and shall not constitute soliciting material or otherwise considered filed under the Securities Act or the Exchange Act.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information for Common Stock Our common stock trades on the NYSE under the symbol “EVTC”. Holders of Record As of February 11, 2025, there were 349 registered holders of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information for Common Stock Our common stock trades on the NYSE under the symbol “EVTC”. Holders of Record As of February 22, 2026, there were 295 registered holders of our common stock.
The following graph shows a comparison of the cumulative total return for our common stock, the Russell 2000 Index and the S&P Composite 1500 / Information Technology Index for the five years ended December 31, 2024.
The following graph shows a comparison of the cumulative total return for our common stock, the Russell 2000 Index and the S&P Composite 1500 / Information Technology Index for the five years ended December 31, 2025. The graph assumes that $100 was invested on December 31, 2020 in our common stock and each index and that all dividends were reinvested.
In addition, the secured credit facilities limit EVERTEC Inc.’s ability to pay distributions on its equity interests. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Obligations.” Issuer Purchases of Equity Securities None.
In addition, the secured credit facilities limit EVERTEC Inc.’s ability to pay distributions on its equity interests.
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The graph assumes that $100 was invested on December 31, 2019 in our common stock and each index and that all dividends were reinvested. 35 Table of Contents Note that historical stock price performance is not necessarily indicative of future stock price performance.
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See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Obligations.” Issuer Purchases of Equity Securities The following table summarizes repurchases of shares of the Company's common stock in the three-month period ended December 31, 2025: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of a publicly announced program (1) Approximate dollar value of shares that may yet be purchased under the program 11/1/2025-11/30/2025 1,791,015 29.30 1,791,015 12/1/2025-12/31/2025 438,159 29.95 438,159 2,229,174 29.43 2,229,174 84,396,918 (1) On July 30, 2025 the Board approved an increase to Evertec’s existing share repurchase authorization to permit future repurchases of up to an aggregate of $150 million worth of shares of the Company’s common stock, par value $0.01 per share by December 31, 2026.
Added
Under the repurchase program, the Company may repurchase shares in the open market, through accelerated share repurchase programs, Rule 10b5-1 plans, or in privately negotiated transactions, subject to business opportunities and other factors. Securities Authorized for Issuance under Equity Compensation Plans Item 12 of Part III contains information concerning securities authorized for issuance under our equity compensation plans.
Added
Note that historical stock price performance is not necessarily indicative of future stock price performance.

Item 7. Management's Discussion & Analysis

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

91 edited+23 added−16 removed66 unchanged
Biggest changeThe decrease was mainly related to the loss on foreign currency swap in the prior year of $24.1 million, an increase in other income of $15.9 million mainly related to the impact from the $8.9 million gain on the sale of tax credits along with a $3.1 million gain on sale of investments, an increase in interest income of $4.8 million, and a decrease in foreign currency losses from remeasurement of $3.1 million, partially offset by an increase in interest expense of $42.4 million resulting from the increased debt raised to finance the Sinqia acquisition.
Biggest changeThe decrease was mainly related to a decrease in interest expense of $6.5 million driven by lower interest rates and repricing of our debt completed in the prior and current year , and a decrease in foreign currency remeasurement losses of $5.8 million, as the current year has a gain compared with losses in the prior year and an increase in interest income of $1.7 million.
We believe these competitive advantages include: • Our ability to provide competitive products; • Our ability to provide in one package a range of services that traditionally had to be sourced from different vendors; • Our ability to serve customers with disparate operations in several geographies with technology solutions that enable them to manage their business as one enterprise; and • Our ability to capture and analyze data across the transaction-processing value chain and use that data to provide value-added services that are differentiated from those offered by pure-play vendors that serve only one portion of the transaction-processing value chain (such as only merchant acquiring or payment services).
We believe these competitive advantages include: • Our ability to provide competitive products; • Our ability to provide in one package a range of services that traditionally had to be sourced from different vendors; • Our ability to serve customers with disparate operations in several geographies with technology solutions that enable them to manage their business as one enterprise; and • Our ability to capture and analyze data across the transaction-processing value chain and use that data to provide value-added services that are differentiated from those offered by pure-play vendors that serve only one portion of the transaction-processing value chain (such as only merchant acquiring or only payment services).
If and when applicable, these adjustments are recorded in equity and are not reflected in the accompanying consolidated statements of income and comprehensive (loss) income. Income Tax Income taxes are accounted for under the asset and liability method.
If and when applicable, these adjustments are recorded in equity and are not reflected in the accompanying consolidated statements of income and comprehensive income (loss). Income Tax Income taxes are accounted for under the asset and liability method.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of income and comprehensive (loss) income in the period that includes the enactment date.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of income and comprehensive income (loss)in the period that includes the enactment date.
Accordingly, the amount of benefit recognized in the consolidated financial statements may differ from the amount taken or expected to be taken in the tax return resulting in unrecognized tax benefits (“UTBs”). The Company recognizes the interest and penalties associated with UTBs as part of the provision for income taxes on its consolidated statements of income and comprehensive (loss) income.
Accordingly, the amount of benefit recognized in the consolidated financial statements may differ from the amount taken or expected to be taken in the tax return resulting in unrecognized tax benefits (“UTBs”). The Company recognizes the interest and penalties associated with UTBs as part of the provision for income taxes on its consolidated statements of income and comprehensive income (loss).
The CODM uses revenue and Adjusted EBITDA to evaluate segment performance and allocate resources, and regularly reviews performance at the segment level against budget and forecast when making decisions about the allocation of resources to each segment.
The CODM uses revenue and Segment Adjusted EBITDA to evaluate segment performance and allocate resources, and regularly reviews performance at the segment level against budget and forecast when making decisions about the allocation of resources to each segment.
Changes in the fair value of the interest rate swaps are recognized in other comprehensive (loss) income until the gains or losses are reclassified to earnings. Gains or losses reclassified to earnings are presented within interest expense in the accompanying consolidated statements of income and comprehensive (loss) income.
Changes in the fair value of the interest rate swaps are recognized in other comprehensive income (loss) until the gains or losses are reclassified to earnings. Gains or losses reclassified to earnings are presented within interest expense in the accompanying consolidated statements of income and comprehensive income (loss).
Adjusted EBITDA reviewed by the CODM is calculated as EBITDA further adjusted to exclude certain non-cash unrealized items and unusual expenses such as: share-based compensation, restructuring related expenses, fees and expenses from corporate transactions such as M&A activity and financing, equity investment income net of dividends received, and the impact from non-cash unrealized gains and losses on foreign currency remeasurement for assets and liabilities in non-functional currency.
Segment Adjusted EBITDA reviewed by the CODM is calculated as EBITDA further adjusted to exclude certain non-cash unrealized items and unusual expenses such as: share-based compensation, restructuring related expenses, fees and expenses from corporate transactions such as M&A activity and financing, equity investment income net of dividends received, and the impact from non-cash unrealized gains and losses on foreign currency remeasurement for assets and liabilities in non-functional currency.
Adjusted Net Income is defined as Adjusted EBITDA less: operating depreciation and amortization expense, defined as GAAP Depreciation and amortization less amortization of intangibles related to acquisitions such as customer relationships, trademarks; cash interest expense defined as GAAP interest expense, less GAAP interest income adjusted to exclude non-cash amortization of debt issue costs, premium and accretion of discount; income tax expense which is calculated on adjusted pre-tax income using the applicable GAAP tax rate, adjusted for uncertain tax positions, tax true-ups, windfall from share-based compensation, unrealized gains and losses from foreign currency remeasurement, among others; and non-controlling interests, net of amortization for intangibles created as part of the purchase.
Adjusted Net Income is defined as Adjusted EBITDA less: operating depreciation and amortization expense, defined as GAAP depreciation and amortization less amortization of intangibles related to acquisitions such as customer relationships, trademarks; cash interest expense defined as GAAP interest expense, less GAAP interest income adjusted to exclude non-cash amortization of debt issue costs and premiums and accretion of discount; income tax expense which is calculated on adjusted pre-tax income using the applicable GAAP tax rate, adjusted for uncertain tax positions, tax true-ups, windfall from share-based compensation, unrealized gains and losses from foreign currency remeasurement, among others; and non-controlling interests, net of amortization for intangibles created as part of the purchase.
For EBT services, revenues are primarily derived from the number of beneficiaries on file. 42 Table of Contents The Latin America Payments and Solutions segment payment revenues consist of revenues related to providing access to the ATH network of ATMs and other card networks to financial institutions, including related services such as authorization, processing, management and recording of ATM and POS transactions, and ATM management and monitoring.
For EBT services, revenues are primarily derived from the number of beneficiaries on file. 40 Table of Contents The Latin America Payments and Solutions segment payment revenues consist of revenues related to providing access to the ATH network of ATMs and other card networks to financial institutions, including related services such as authorization, processing, management and recording of ATM and POS transactions, and ATM management and monitoring.
We benefit from an attractive business model, the hallmarks of which are recurring revenue, scalability, significant operating margins and moderate capital expenditure requirements. Our revenue is predominantly recurring in nature because of the mission-critical and embedded nature of the 37 Table of Contents services we provide. In addition, we generally enter into multi-year contracts with our customers.
We benefit from an attractive business model, the hallmarks of which are recurring revenue, scalability, significant operating margins and moderate capital expenditure requirements. Our revenue is predominantly recurring in nature because of the mission-critical and embedded nature of the 35 Table of Contents services we provide. In addition, we generally enter into multi-year contracts with our customers.
The negative covenants include, among other things, limitations (subject to exceptions) on the ability of EVERTEC and its restricted subsidiaries to: • declare dividends and make other distributions; • redeem or repurchase capital stock; • grant liens; • make loans or investments (including acquisitions); • merge or enter into acquisitions • sell assets; • enter into any sale or lease-back transactions; • incur additional indebtedness; • prepay, redeem or repurchase certain indebtedness; • modify the terms of certain debt; • restrict dividends from subsidiaries; • change the business of EVERTEC or its subsidiaries; and • enter into transactions with their affiliates.
The negative covenants in the Credit Facilities include, among other things, limitations (subject to exceptions) on the ability of EVERTEC and its restricted subsidiaries to: • declare dividends and make other distributions; • redeem or repurchase capital stock; • grant liens; • make loans or investments (including acquisitions); • merge or enter into acquisitions • sell assets; • enter into any sale or lease-back transactions; • incur additional indebtedness; • prepay, redeem or repurchase certain indebtedness; • modify the terms of certain debt; • restrict dividends from subsidiaries; • change the business of EVERTEC or its subsidiaries; and • enter into transactions with their affiliates.
Revenue Recognition The Company’s revenue recognition policy follows the guidance from Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers , which provide guidance on the recognition, presentation, and disclosure of revenue in the consolidated financial statements. Application of this policy requires us to make certain judgements and estimates.
Revenue Recognition The Company’s revenue recognition policy follows the guidance from Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers , which provide guidance on the recognition, presentation, and disclosure of revenue in the consolidated financial statements. Application of this policy requires us to make certain judgments and estimates.
Changes in judgement with respect to assumptions and estimates in revenue recognition could impact the amount of revenue recognized. Valuation of Goodwill The valuation of goodwill for impairment requires the use of significant estimates and assumptions. The Company may test for goodwill impairment using a qualitative or a quantitative analysis.
Changes in judgment with respect to assumptions and estimates in revenue recognition could impact the amount of revenue recognized. Valuation of Goodwill The valuation of goodwill for impairment requires the use of significant estimates and assumptions. The Company may test for goodwill impairment using a qualitative or a quantitative analysis.
Each reporting period, a measurement period adjustment, if any, is then recorded to adjust the non-controlling interest to the higher of either the redemption value, assuming it was redeemable at the reporting date, or its carrying value, but not if such adjustment would result in a redemption value less than the initial fair value of the redeemable non-controlling interest.
Each reporting period, a measurement period adjustment, if any, is then recorded to adjust the non-controlling interest to the higher of either the redemption value, assuming it was redeemable 37 Table of Contents at the reporting date, or its carrying value, but not if such adjustment would result in a redemption value less than the initial fair value of the redeemable non-controlling interest.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) focuses on discussion of our 2024 results as compared to our 2023 results. For discussion of our 2023 results as compared to our 2022 results, see “Part II, Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) focuses on discussion of our 2025 results as compared to our 2024 results. For discussion of our 2024 results as compared to our 2023 results, see “Part II, Item 7.
On the same date, we also sold to Popular certain assets in exchange for 4.6 million shares of EVERTEC common stock owned by Popular (collectively with the contract amendments, the "Popular Transaction"). On August 15, 2022, through a secondary offering, Popular sold its remaining shares of EVERTEC common stock.
On the same date, we also sold to Popular certain assets in exchange for 4.6 36 Table of Contents million shares of EVERTEC common stock owned by Popular (collectively with the contract amendments, the "Popular Transaction"). On August 15, 2022, through a secondary offering, Popular sold its remaining shares of EVERTEC common stock.
On July 1, 2022, we modified and extended the main commercial agreements with Popular, including obtaining a 10-year extension of the Merchant Acquiring Independent Sales Organization Agreement, a 5-year extension of the 38 Table of Contents ATH Network Participation Agreement and a 3-year extension of the MSA (as amended, the "A&R ISO Agreement").
On July 1, 2022, we modified and extended the main commercial agreements with Popular, including obtaining a 10-year extension of the Merchant Acquiring Independent Sales Organization Agreement, a 5-year extension of the ATH Network Participation Agreement and a 3-year extension of the MSA (as amended, the "A&R ISO Agreement").
EVERTEC is no longer deemed a subsidiary of Popular under the Bank Holding Company Act. Popular continues to be the Company’s largest customer and during the year ended December 31, 2024 approximately 31% of our revenues were generated from this relationship.
EVERTEC is no longer deemed a subsidiary of Popular under the Bank Holding Company Act. Popular continues to be the Company’s largest customer and during the year ended December 31, 2025 approximately 29% of our revenues were generated from this relationship.
Other companies, including other companies in our industry, may not use these measures or may calculate these measures differently than as presented herein, limiting their usefulness as comparative measures. Reconciliations of the non-GAAP measures to the most directly comparable GAAP measure are included below.
Other companies, including other companies in our industry, may not use these measures or may calculate these measures differently than as presented herein, limiting their usefulness as comparative measures. 47 Table of Contents Reconciliations of the non-GAAP measures to the most directly comparable GAAP measure are included below.
Redeemable Non-controlling Interests The Company records redeemable non-controlling interests ("RNCI") in consolidated subsidiaries that result from business acquisition transactions where the Company is granted the right to purchase and the sellers are granted the right to sell to the 39 Table of Contents Company the remaining interest at the calculated redemption value and classifies them as mezzanine equity in the consolidated balance sheets as potential redemption is not solely within the Company's control.
Redeemable Non-controlling Interests The Company records redeemable non-controlling interests ("RNCI") in consolidated subsidiaries that result from business acquisition transactions where the Company is granted the right to purchase and the sellers are granted the right to sell to the Company the remaining interest at the calculated redemption value and classifies them as mezzanine equity in the consolidated balance sheets as potential redemption is not solely within the Company's control.
Notes payable In September 2023, EVERTEC Group entered into a non-interest bearing financing agreement amounting to $10.1 million to purchase software and maintenance which the Company recorded on a discounted basis using an implied interest of 6.9%. As of December 31, 2024, the outstanding principal balance of the note payable on a discounted basis was $6.5 million.
Notes payable In September 2023, EVERTEC Group entered into a non-interest bearing financing agreement amounting to $10.1 million to purchase software and maintenance which the Company recorded on a discounted basis using an implied interest rate of 6.9%. As of December 31, 2025, the outstanding principal balance of the note payable on a discounted basis was $5.8 million.
The current portion of the deferred consideration is included in accounts payable and the long-term portion is included in other long-term liabilities on the Company's consolidated balance sheet.
The current portion of the deferred consideration is included in accounts payable and the long-term portion is included in other long-term liabilities on the Company's consolidated balance sheets.
We process over ten billion transactions annually through a system of electronic payment networks in Puerto Rico and Latin America and provide a comprehensive suite of services for core banking, cash processing, fulfillment in Puerto Rico and a "one stop shop" set of access to products for the financial sector in Brazil, which includes solutions such as core banking, investments, asset management, pension funds and consortium.
We process over ten billion transactions annually through a system of electronic payment networks in Puerto Rico and Latin America and provide a comprehensive suite of services for core banking, cash processing, fulfillment in Puerto Rico and a "one stop shop" set of products for the financial sector in Latin America, which include solutions such as core banking, investments, asset management, pension funds and consortium.
The Company funded such repurchases with cash on hand. At December 31, 2024, the Company's share repurchase program has approximately $138 million remaining and approved for future use. The Company may repurchase shares in the open market, through accelerated share repurchase programs, 10b5-1 plans, or in privately negotiated transactions, subject to business opportunities and other factors.
The Company funded such repurchases with cash on hand. At December 31, 2025, the Company's share repurchase program has approximately $84.4 million remaining and approved for future use. The Company may repurchase shares in the open market, through accelerated share repurchase programs, 10b5-1 plans, or in privately negotiated transactions, subject to business opportunities and other factors.
Swap Amendment Effective date Maturity Date Notional Amount Variable Rate Fixed Rate 2023 Swap November 2024 December 2027 $250 million 1-month SOFR 3.375% 2024 Swap March 2024 October 2027 $150 million 1-month SOFR 4.182% 2024 Swap March 2024 October 2027 $150 million 1-month SOFR 4.172% As of December 31, 2024, the carrying amount of the derivatives included on the Company’s consolidated balance sheets was an asset of $4.3 million and a liability of $1.4 million.
Swap Amendment Effective date Maturity Date Notional Amount Variable Rate Fixed Rate 2023 Swap November 2024 December 2027 $250 million 1-month SOFR 3.375% 2024 Swap March 2024 October 2027 $150 million 1-month SOFR 4.182% 2024 Swap March 2024 October 2027 $150 million 1-month SOFR 4.172% As of December 31, 2025, the carrying amount of the derivatives included on the Company’s consolidated balance sheets was a liability of $5.2 million.
Management's Discussion and Analysis of Financial Condition and Results of Operations” within our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024. See Note 1 to the Audited Consolidated Financial Statements for additional information about the Company and the basis of presentation of our financial statements.
Management's Discussion and Analysis of Financial Condition and Results of Operations” within our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 3, 2025 . See Note 1 to the Audited Consolidated Financial Statements for additional information about the Company and the basis of presentation of our financial statements.
The effective tax rate for the period was 4.1%, compared with 6.4% in the 2023 period.
The effective tax rate for the period was 6.4%, compared with 4.1% in the 2024 period.
As of December 31, 2023, the carrying amount of the derivatives included on the Company's consolidated balance sheets was an asset $4.4 million and a liability of $0.9 million. The fair value of this derivative is estimated using Level 2 inputs in the fair value hierarchy on a recurring basis.
As of December 31, 2024, the carrying amount of the derivatives included on the Company's consolidated balance sheets was an asset $4.3 million and a liability of $1.4 million. The fair value of this derivative is estimated using Level 2 inputs in the fair value hierarchy on a recurring basis.
Interest Rate Swaps As of December 31, 2024, the Company has three interest rate swap agreements which convert a portion of the interest rate payments on the Company’s Term Loan Facility from variable to fixed. The interest rate swaps are used to hedge the market risk from changes in interest rates corresponding with the Company's variable rate debt.
Interest Rate Swaps As of December 31, 2025, the Company has three interest rate swap agreements which convert a portion of the interest rate payments on the Company’s Facilities from variable to fixed. The interest rate swaps are used to hedge the market risk from changes in interest rates corresponding with the Company's variable rate debt.
Solutions revenues consist of (a) licensing, support and maintenance (“subscription”), implementation and customization of software used to provide financial products in areas such as core banking, credit, investments, payments, foreign exchange, mutual funds, pension funds and consortium, in addition to software used to execute processes such as digital onboarding, digital signature and digital collection; and (b) outsourcing of mission critical IT services.
Solutions revenues consist of (a) licensing, support and maintenance (“subscription”), implementation and customization of software used to provide financial products in areas such as core banking, credit, investments, payments, foreign exchange, mutual funds, pension funds and consortium, in addition to software used to execute processes such as digital onboarding, digital signature, digital collection, and other digital transaction-related processes, including vehicle financing contract registration; and (b) outsourcing of mission critical IT services.
Adjusted EBITDA is defined as EBITDA further adjusted to exclude certain non-cash items and unusual expenses such as: share-based compensation, restructuring related expenses, fees and expenses from corporate transactions such as M&A activity and financing, equity investment income net of dividends received, and the impact from unrealized gains and losses on foreign currency remeasurement for assets and liabilities in non-functional currency.
Adjusted EBITDA is defined as EBITDA further adjusted to exclude certain non-cash items and unusual expenses such as: share-based compensation, restructuring related expenses, fees and expenses from corporate transactions such as M&A activity and financing, multi-year non-recurring gains recognized in connection with the sale of tax credits, equity investment income net of dividends received, and the impact from unrealized gains and losses on foreign currency remeasurement for assets and liabilities in non-functional currency.
Adjusted EBITDA, as it relates to operating segments, is presented in conformity with ASC Topic 280, Segment Reporting , given that it is used by the CODM for purposes of evaluating performance and allocating resources.
Segment Adjusted EBITDA is presented in conformity with ASC Topic 280, Segment Reporting , given that it is used by the CODM for purposes of evaluating performance and allocating resources.
We also have a $200.0 million Revolving Facility, of which $193.9 million was available for borrowing as of December 31, 2024. The Company issues letters of credit against our Revolving Facility which reduce our availability of funds to be drawn.
We also have a $200.0 million Revolving Facility, of which $184.4 million was available for borrowing as of December 31, 2025. The Company issues letters of credit against our Revolving Facility which reduce our availability of funds to be drawn.
Scheduled Amortization Payments The TLA Facility amortizes in equal quarterly installments at an amount equal to $5,966,720.78 per quarter (increasing to $8,950,081.17 per quarter for any installment payments to be made in the calendar year ending 2027), with the balance payable on the TLA Facility maturity date.
Scheduled Amortization Payments The TLA Facility amortizes in equal quarterly installments at an amount equal to (a) initially, $5,966,720.78 per quarter and (b) for any installment payments to be made in the calendar year ending 2027, $8,950,081.17 per quarter, with the balance payable on the 2022 Credit Facilities Maturity Date.
The Company’s presentation of Adjusted EBITDA is substantially consistent with the equivalent measurements that are contained in the secured credit facilities in testing EVERTEC Group’s compliance with covenants therein such as the secured leverage ratio. Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of total revenues.
See Note 26 – Segment Information for further information. The Company’s presentation of Adjusted EBITDA is substantially consistent with the equivalent measurements that are contained in the secured credit facilities in testing EVERTEC Group’s compliance with covenants therein such as the secured leverage ratio. Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of total revenues.
We believe our business model should enable us to continue to grow our business organically in the primary markets we serve without significant incremental capital expenditures. 2024 Developments On March 4, 2024, the Board of Directors (the “Board”) of Evertec approved an increase to Evertec’s existing share repurchase authorization to permit future repurchases of up to an aggregate of $220 million worth of shares of the Company’s common stock, par value $0.01 per share, by December 31, 2025.
We believe our business model should enable us to continue to grow our business organically in the primary markets we serve without significant incremental capital expenditures. 2025 Developments On July 30, 2025 the Board approved an increase to Evertec’s existing share repurchase authorization to permit future repurchases of up to an aggregate of $150 million worth of shares of the Company’s common stock, par value $0.01 per share by December 31, 2026.
At December 31, 2024 and December 31, 2023, the unpaid principal balance of these agreements amounted to $9.9 million and $19.5 million, respectively. Obligations bear interest at rates ranging from 6.3% to 13.2% with maturities ranging from January 2025 through March 2027.
At December 31, 2025 and December 31, 2024, the unpaid principal balance of these agreements amounted to $6.2 million and $9.9 million, respectively. Obligations bear interest at rates ranging from 8.2% to 12.9% with maturities ranging from January 2026 through March 2027.
The TLB Facility amortizes in equal quarterly installments at a per annum rate equal to 1% of the original aggregate principal amount of the TLB Facility, with the balance payable on the TLB Facility maturity date. Any optional prepayments of the Term Loan Facilities can be applied to the remaining installments.
The TLB Facility amortizes in equal quarterly at a rate equal to 1% per calendar year, with the balance payable on the Term Loan B Maturity Date. Any optional prepayments of the Term Loan Facilities can be applied to the remaining installments.
The current portion of the note is included in accounts payable and the long-term portion is included in other long-term liabilities on the Company's consolidated balance sheet.
The 46 Table of Contents current portion of the note is included in accounts payable and the long-term portion is included in other long-term liabilities on the Company's consolidated balance sheets.
For the years ended December 31, 2024 and 2023, there were no borrowings outstanding under the revolving credit facility. Deferred Consideration from Business Combinations As part of the Company’s merger and acquisition activities, the Company may enter into agreements by which a portion of the purchase price is financed directly by the seller.
At December 31, 2025, there were borrowings of $10.0 million outstanding under the revolving credit facility, none at December 31, 2024. Deferred Consideration from Business Combinations As part of the Company’s merger and acquisition activities, the Company may enter into agreements by which a portion of the purchase price is financed directly by the seller.
Rising interest rates, inflationary pressures, foreign currency fluctuations and economic uncertainty in the markets in which we operate may affect consumer confidence, which could result in a decrease in consumer spending and an impact to our financial results.
Rising interest rates, inflationary pressures, foreign currency fluctuations, new or increased tariffs or the imposition of other trade barriers and economic uncertainty in the markets in which we operate may affect consumer confidence, which could result in a decrease in consumer spending and an impact to our financial results.
As of December 31, 2024, we had cash and cash equivalents of $273.6 million, of which $224.5 million resides in our subsidiaries located outside of Puerto Rico for purposes of (i) funding the respective subsidiary’s current business operations and (ii) funding potential future investment outside of Puerto Rico.
As of December 31, 2025, we had cash and cash equivalents of $306.0 million, of which $263.7 million resides in our subsidiaries located outside of Puerto Rico for purposes of (i) funding the respective subsidiary’s current business operations and (ii) funding potential future investment outside of Puerto Rico.
Capital Resources Our principal capital expenditures are for hardware and computer software (purchased and internally developed) and additions to property and equipment. During the years ended December 31, 2024 and 2023, the Company invested approximately $88.4 45 Table of Contents million and $85.0 million, respectively in our capital resources.
Capital Resources Our principal capital expenditures are for hardware and computer software (purchased and internally developed) and additions to property and equipment. During the years ended December 31, 2025 and 2024, the Company invested approximately $91.5 million and $88.4 million, respectively in our capital resources.
Generally, we fund capital expenditures with cash flow generated from operations and, if necessary, borrowings under our Revolving Facility. In the case of the Sinqia Transaction, the Company used additional funding through a Term B loan. Dividend Payments The Company pays a regular quarterly dividend on common stock, subject to the declaration thereof by our Board each quarter.
Generally, we fund capital expenditures with cash flow generated from operations and, if necessary, borrowings under our Revolving Facility. Dividend Payments The Company pays a regular quarterly dividend on common stock, subject to the declaration thereof by our Board each quarter.
Voluntary Prepayments and Reduction and Termination of Commitments EVERTEC Group may prepay loans under the Term Loan Facilities and permanently reduce the loan commitments under the Revolving Facility at any time without premium or penalty, subject to compensation for any break funding costs incurred by a lender and timely submission of a notice of prepayment or commitment reduction, as applicable; provided that any prepayment of the TLB Facility made prior to May 26, 2025 is subject to a 1% prepayment premium.
Voluntary Prepayments and Reduction and Termination of Commitments Other than as set forth below with respect to the TLB Facility, EVERTEC Group may prepay loans under the Term Loan Facilities and permanently reduce the loan commitments under the Revolving Facility at any time without premium or penalty, subject to compensation for any break funding costs incurred by a lender and timely submission of a notice of prepayment or commitment reduction, as applicable.
Many medium- and small-size institutions in the Latin American markets in which we operate have outdated systems and updating these IT legacy systems is financially and logistically challenging, which presents a business opportunity for us.
We also benefit from the outsourcing of technology systems and processes trend for financial institutions and government. Many medium- and small-size institutions in the Latin American markets in which we operate have outdated systems and updating these IT legacy systems is financially and logistically challenging, which presents a business opportunity for us.
Refer to Note 16 - Financial Instruments and Fair Value Measurements for tabular disclosure of the fair value of derivatives and to Note 19 - Equity for tabular disclosure of gains (losses) recorded on cash flow hedging activities.
Refer to Note 16 - Financial Instruments and Fair Value Measurements for tabular disclosure of the fair value of derivatives and to Note 19 - Equity for tabular disclosure of gains (losses) recorded on cash flow hedging activities. At December 31, 2025, the cash flow hedges are considered highly effective.
Guarantees and Collateral The Term Loan Facilities and the Revolving Facility are guaranteed by, and secured by substantially all assets of, EVERTEC and its existing and future material subsidiaries (including EVERTEC Group), subject to customary exceptions. Covenants The Term Loan Facilities and the Revolving Facility are subject to customary affirmative and negative covenants.
Guarantees and Collateral The Credit Facilities are secured by substantially all assets of EVERTEC and its existing and future material subsidiaries (including EVERTEC Group), subject to customary exceptions.
Refer to the table below for details regarding our dividends in 2024 and 2023: Declaration Date Record Date Payment Date Dividend per share February 15, 2024 February 27, 2024 March 15, 2024 0.05 April 18, 2024 April 29, 2024 June 7, 2024 0.05 July 18, 2024 July 29, 2024 September 6, 2024 0.05 October 17, 2024 October 28, 2024 December 6, 2024 0.05 February 16, 2023 February 28, 2023 March 17, 2023 0.05 April 20, 2023 May 1, 2023 June 2, 2023 0.05 July 20, 2023 July 31, 2023 September 1, 2023 0.05 October 19, 2023 October 30, 2023 December 1, 2023 0.05 Stock Repurchase During 2024, the Company repurchased 2,358,246 shares of the Company’s common stock at a cost of $82.3 million.
Refer to the table below for details regarding our dividends in 2025 and 2024: Declaration Date Record Date Payment Date Dividend per share February 20, 2025 March 3, 2025 March 21, 2025 0.05 May 2, 2025 May 13, 2025 June 6, 2025 0.05 July 24, 2025 August 4, 2025 September 5, 2025 0.05 October 23, 2025 November 3, 2025 December 5, 2025 0.05 February 15, 2024 February 27, 2024 March 15, 2024 0.05 April 18, 2024 April 29, 2024 June 7, 2024 0.05 July 18, 2024 July 29, 2024 September 6, 2024 0.05 October 17, 2024 October 28, 2024 December 6, 2024 0.05 Stock Repurchase During 2025, the Company repurchased 2,331,064 shares of the Company’s common stock at a cost of $69.3 million.
In addition, during the year ended December 31, 2024 the Company acquired Nubity and Grandata for an aggregated amount of $34.0 million, net of cash acquired, compared to an aggregated amount of $417.6 million, net of cash acquired for the two acquisitions completed in the prior year.
In addition, during the year ended December 31, 2025 the Company acquired Tecnobank for an aggregated amount of $144.4 million, net of cash acquired, compared to an aggregated amount of $34.0 million, net of cash acquired, for the two acquisitions completed in the prior year.
On October 30, 2023, EVERTEC and EVERTEC Group entered into a first 46 Table of Contents amendment to the Credit Agreement with a syndicate of lenders and Truist Bank, as administrative agent and collateral agent, providing for (a) additional term A loans in the amount of $60.0 million under its TLA Facility maturing December 1, 2027 and (ii) a new tranche of term B loans in the amount of $600.0 million maturing October 30, 2030 (the “TLB Facility ”) .
On October 30, 2023, EVERTEC and EVERTEC Group entered into a first amendment to the Credit Agreement with a syndicate of lenders and Truist, as administrative agent and collateral agent, providing for (i) additional term A loans in the amount of $60.0 million and a new tranche of term loan B commitments in the amount of $600.0 million maturing October 30, 2030 (the “TLB Facility”).
The unpaid principal balance at December 31, 2024 of the TLA Facility and TLB Facility were $429.6 million and $540.0 million. The additional borrowing capacity for the Revolving Facility at December 31, 2024 was $193.9 million. The Company issues letters of credit against the Revolving Facility which reduce the additional borrowing capacity of the Revolving Facility.
The unpaid principal balance at December 31, 2025 of the TLA Facility and TLB Facility were $405.7 million and $690.0 million. The additional borrowing capacity for the Revolving Facility at December 31, 2025 was $184.4 million. The Company issues letters of credit against the Revolving Facility which reduce the additional borrowing capacity of the Revolving Facility.
The increase in revenues was primarily driven by 43 Table of Contents continued strong digital payments growth from ATH Movil, primarily ATH Business, as well as increased POS transactions and increases in transaction-processing and monitoring services provided to the Latin America Payments and Solutions segment partially offset by lower issuing services revenue, mainly driven by lower active accounts.
The increase in revenues was primarily driven by ATH Movil transactions and sales volume growth, mainly in ATH Business, as well as POS transaction growth, partially offset by lower revenue from services provided to the Latin America Payments and Solutions segment.
Latin America Payments and Solutions Years ended December 31, (In thousands) 2024 2023 Total Revenues $302,784 $186,503 Segment Adjusted EBITDA 79,681 60,158 Adjusted EBITDA margin 26.3 % 32.3 % Latin America Payments and Solutions segment revenues for the year ended December 31, 2024 increased by $116.3 million to $302.8 million when compared to the same period in the prior year.
Latin America Payments and Solutions Years ended December 31, (In thousands) 2025 2024 Total Revenues $369,467 $302,784 Segment Adjusted EBITDA 107,614 79,681 Adjusted EBITDA margin 29.1 % 26.3 % Latin America Payments and Solutions segment revenues for the year ended December 31, 2025 increased by $66.7 million to $369.5 million when compared to the same period in the prior year.
Net cash used in financing activities for the year ended December 31, 2024 was $152.6 million, compared with cash provided of $416.4 million in prior year related to the debt issued for the Sinqia acquisition.
Net cash provided by financing activities for the year ended December 31, 2025 was $28.4 million, compared with cash used of $152.6 million in prior year.
For this reason, Adjusted EBITDA, as it relates to the Company's segments, is presented in conformity with Accounting Standards Codification 280, Segment Reporting , and is excluded from the definition of non-GAAP financial measures under the Securities and Exchange Commission's Regulation G and Item 10(e) of Regulation S-K.
Segment Adjusted EBITDA which is the measure reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance, is presented in conformity with Accounting Standards Codification 280, Segment Reporting , and for this reason is excluded from the definition of non-GAAP financial measures under the Securities and Exchange Commission's Regulation G and Item 10(e) of Regulation S-K.
In addition, in evaluating EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share, you should be aware that in the future the Company may incur expenses such as those excluded in calculating them. 49 Table of Contents A reconciliation of net income to EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share is provided below: Year Ended December 31, 2024 (Dollar amounts in thousands) Net income $ 114,779 Income tax expense 4,847 Interest expense, net 61,401 Depreciation and amortization 127,846 EBITDA 308,873 Equity income (1) (1,270) Compensation and benefits (2) 31,644 Transaction, refinancing and other fees (3) (4,215) Loss on foreign currency remeasurement (4) 5,198 Adjusted EBITDA 340,230 Operating depreciation and amortization (5) (61,467) Cash interest expense, net (6) (56,931) Income tax expense (7) (6,371) Non-controlling interest (8) (2,217) Adjusted net income $ 213,244 Net income per common share (GAAP): Diluted $ 1.73 Adjusted Earnings per common share (Non-GAAP): Diluted $ 3.28 Shares used in computing adjusted earnings per common share: Diluted 65,077,535 1) Represents the elimination of non-cash equity earnings from our equity investments, net of dividends received. 2) Primarily represents share-based compensation and severance payments. 3) Represents fees and expenses associated with corporate transactions as defined in the Credit Agreement, recorded as part of selling, general and administrative expenses, the elimination of multi-year non recurring gains recognized in connection with the sale of tax credits and realized gains from the change in fair market value of equity securities. 4) Represents non-cash unrealized gains (losses) on foreign currency remeasurement for assets and liabilities denominated in non-functional currencies. 5) Represents operating depreciation and amortization expense, which excludes amounts generated as a result of merger and acquisition activity. 6) Represents interest expense, less interest income, as they appear on the consolidated statements of income and comprehensive (loss) income, adjusted to exclude non-cash amortization of the debt issue costs, premium and accretion of discount. 7) Represents income tax expense calculated on adjusted pre-tax income using the applicable GAAP tax rate, adjusted for certain discrete items. 8) Represents the non-controlling equity interests, net of amortization for intangibles created as part of the purchase.
In addition, in evaluating EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share, you should be aware that in the future the Company may incur expenses such as those excluded in calculating them. 48 Table of Contents A reconciliation of net income to EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share is provided below: Year Ended December 31, 2025 (Dollar amounts in thousands) Net income $ 144,560 Income tax expense 9,815 Interest expense, net 53,243 Depreciation and amortization 122,086 EBITDA 329,704 Equity income (1) (1,620) Compensation and benefits (2) 36,033 Transaction, refinancing and other fees (3) 9,858 Gain on foreign currency remeasurement (4) (592) Adjusted EBITDA 373,383 Operating depreciation and amortization (5) (68,789) Cash interest expense, net (6) (50,697) Income tax expense (7) (16,399) Non-controlling interest (8) (4,297) Adjusted net income $ 233,201 Net income per common share (GAAP): Diluted $ 2.20 Adjusted Earnings per common share (Non-GAAP): Diluted $ 3.62 Shares used in computing adjusted earnings per common share: Diluted 64,422,155 1) Represents the elimination of non-cash equity earnings from our equity investments, net of dividends received. 2) Primarily represents share-based compensation and severance payments. 3) Primarily represents fees and expenses associated with transactions as defined in the Credit Agreement, multi-year non recurring gains recognized in connection with the sale of tax credits and other non-recurring expenses. 4) Represents non-cash unrealized losses and (gains) on foreign currency remeasurement for assets and liabilities denominated in non-functional currencies. 5) Represents operating depreciation and amortization expense, which excludes amounts generated as a result of merger and acquisition activity. 6) Represents interest expense, less interest income, as they appear on the consolidated statements of income and comprehensive income (loss), adjusted to exclude non-cash amortization of the debt issue costs, premium and accretion of discount. 7) Represents income tax expense calculated on adjusted pre-tax income using the applicable GAAP tax rate, adjusted for certain discrete items. 8) Represents the non-controlling equity interests, net of amortization for intangibles created as part of the purchase.
The Revolving Facility terminates on December 1, 2027, and loans thereunder may be borrowed, repaid and reborrowed prior thereto.
The Revolving Credit Facility terminates on the 2022 Credit Facilities Maturity Date, and loans thereunder may be borrowed, repaid and reborrowed prior thereto.
Merchant Acquiring Years ended December 31, (In thousands) 2024 2023 Total Revenues $180,500 $162,366 Segment Adjusted EBITDA 72,632 60,992 Adjusted EBITDA margin 40.2 % 37.6 % Merchant Acquiring segment revenues for the year ended December 31, 2024 increased by $18.1 million to $180.5 million when compared to the same period in the prior year.
Merchant Acquiring Years ended December 31, (In thousands) 2025 2024 Total Revenues $189,913 $180,500 Segment Adjusted EBITDA 78,368 72,632 Adjusted EBITDA margin 41.3 % 40.2 % Merchant Acquiring segment revenues for the year ended December 31, 2025 increased by $9.4 million to $189.9 million when compared to the same period in the prior year.
The A&R ISO Agreement, which defines our merchant acquiring relationship with Popular, now includes revenue sharing provisions with Popular. The MSA modifications also include the elimination of the exclusivity requirement, the inclusion of annual MSA minimums through September 30, 2028, a 10% discount on certain MSA services beginning in October of 2025 and adjustments to the CPI pricing escalator clause.
The MSA modifications also include the elimination of the exclusivity requirement, the inclusion of annual MSA minimums thr ough September 30, 2028, a 10% discount on certain MSA services beginning in October of 2025 and adjustments to the CPI pricing escalator clause.
As of the date of filing of this Report, no event has occurred that constitutes an Event of Default or Default, each as described in the Credit Agreement and the subsequent amendments to the Credit Agreement.
Covenant Compliance As of December 31, 2025, the total secured net leverage ratio was 2.08 to 1.00. As of the date of filing of this Report, no event has occurred that constitutes an Event of Default or Default, each as described in the Credit Agreement and the subsequent amendments to the Credit Agreement.
Comparison of the years ended December 31, 2024 and 2023 The following table presents our cash flows from operations for the years ended December 31, 2024 and 2023: Years ended December 31, (In thousands) 2024 2023 Cash provided by operating activities $ 260,059 $ 211,194 Cash used in investing activities (118,282) (507,932) Cash (used in) provided by financing activities (152,560) 416,366 Effect of foreign exchange rate on cash, cash equivalents and restricted cash (18,292) 8,439 Net (decrease) increase in cash, cash equivalents and restricted cash $ (29,075) $ 128,067 Net cash provided by operating activities for the year ended December 31, 2024 was $260.1 million, an increase of $48.9 million compared to 2023 as the Company continues to effectively manage working capital.
Comparison of the years ended December 31, 2025 and 2024 The following table presents our cash flows from operations for the years ended December 31, 2025 and 2024: Years ended December 31, (In thousands) 2025 2024 Cash provided by operating activities $ 227,007 $ 260,059 Cash used in investing activities (238,236) (118,282) Cash provided by (used in) financing activities 28,448 (152,560) Effect of foreign exchange rate on cash, cash equivalents and restricted cash 16,261 (18,292) Net increase (decrease) in cash, cash equivalents and restricted cash $ 33,480 $ (29,075) Net cash provided by operating activities for the year ended December 31, 2025 was $227.0 million, a decrease of $33.1 million compared to 2024 driven by working capital requirements.
During the years ended December 31, 2024, 2023 and 2022, the Company reclassified gains of $8.1 million, gains of $5.6 million and losses of $3.0 million, respectively, from accumulated other comprehensive (loss) income into interest expense.
During the years ended December 31, 2025, 2024 and 2023, the Company reclassified gains of $2.6 million, $8.1 million and $5.6 million, respectively, from accumulated other comprehensive income (loss) into interest expense. Based on expected SOFR rates, the Company expects to reclassify losses of $1.9 million from accumulated other comprehensive loss into interest expense over the next 12 months.
Cost of revenues Cost of revenues for the year ended December 31, 2024 amounted to $406.4 million, an increase of $69.7 million or 21% when compared to the same period in the prior year.
Cost of revenues Cost of revenues, exclusive of depreciation and amortization, for the year ended December 31, 2025 amounted to $469.1 million, an increase of $62.7 million or 15% when compared to the same period in the prior year.
Depreciation and amortization Depreciation and amortization expense for the year ended December 31, 2024 amounted to $127.8 million, an increase of $34.2 million or 37% when compared to the same period in the prior year.
Selling, general and administrative Selling, general and administrative expenses for the year ended December 31, 2025, amounted to $154.2 million, an increase of $8.6 million or 6% when compared to the same period in the prior year.
For example, currently the adoption of banking products, including electronic payments, in the Latin America and Caribbean region is lower relative to the mature U.S. and European markets.
For example, the adoption of banking products, including electronic payments, in the Latin America and Caribbean region is lower relative to the mature U.S. and European markets. We believe that the unbanked and underbanked population in our markets will continue to shrink, and therefore drive incremental penetration and growth of electronic payments in Latin America.
This increase was primarily driven by the higher revenues partially offset by higher costs of sale, primarily related to the completed projects, and an increase in professional services. 44 Table of Contents Liquidity and Capital Resources Liquidity Our principal source of liquidity is cash generated from operations, and our primary liquidity requirements are the funding of working capital needs, capital expenditures, acquisitions, dividend payments, share repurchases and debt service.
This decrease was primarily due to an increase in software maintenance and cloud expenses and incremental professional fees for strategic projects. Liquidity and Capital Resources Liquidity Our principal source of liquidity is cash generated from operations, and our primary liquidity requirements are the funding of working capital needs, capital expenditures, acquisitions, dividend payments, share repurchases and debt service.
Income tax expense Years ended December 31, (In thousands) 2024 2023 Variance Income tax expense $ 4,847 $ 5,477 $ (630) (12) % Income tax expense for the year ended December 31, 2024 amounted to $4.8 million, relatively flat when compared to the same period in the prior year.
Income tax expense Years ended December 31, (In thousands) 2025 2024 Variance Income tax expense $ 9,815 $ 4,847 $ 4,968 102 % Income tax expense for the year ended December 31, 2025 amounted to $9.8 million, compared to $4.8 million in the prior year.
See Note 26 to the Audited Consolidated Financial Statements appearing elsewhere in this Report for the reconciliation of segment adjusted EBITDA to consolidated income before taxes. The following tables set forth information about the Company’s operations by its four reportable segments for the periods indicated below.
See Note 26 to the Audited Consolidated Financial Statements appearing elsewhere in this Report for the reconciliation of segment adjusted EBITDA to consolidated income before taxes.
Under the repurchase program, the Company may repurchase shares in the open market, through accelerated share repurchase programs, Rule 10b5-1 plans, or in privately negotiated transactions.
Under the repurchase program, the Company may repurchase shares in the open market, through accelerated share repurchase programs, Rule 10b5-1 plans, or in privately negotiated transactions, subject to business opportunities and other factors. On October 1, 2025, Evertec Brasil Informática S.A.
On May 16, 2024 and November 26, 2024, EVERTEC and EVERTEC Group entered into second and third amendments to its Credit Agreement, each providing for a pricing reduction to its TLB Facility. Unless otherwise indicated, the terms and conditions detailed below apply to both TLA Facility and TLB Facility (together, the “Term Loan Facilities”).
On May 16, 2024, November 26, 2024 and August 12, 2025, EVERTEC and EVERTEC Group entered into second, third and fourth amendments to its Credit Agreement, each providing for a pricing reduction to its TLB Facility.
For more information regarding EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share, including a quantitative reconciliation of EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share to the most directly comparable GAAP financial performance measure, which is net income, see “—Net Income Reconciliation to EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share” and “—Covenant Compliance” below. 40 Table of Contents Results of Operations Years ended December 31, (In thousands) 2024 2023 Variance Revenues $ 845,486 $ 694,709 $ 150,777 22 % Operating costs and expenses Cost of revenues, exclusive of depreciation and amortization shown below 406,416 336,756 69,660 21 % Selling, general and administrative expenses 145,558 128,172 17,386 14 % Depreciation and amortization 127,846 93,621 34,225 37 % Total operating costs and expenses 679,820 558,549 121,271 22 % Income from operations $ 165,666 $ 136,160 $ 29,506 22 % Revenues Total revenues for the year ended December 31, 2024 was $845.5 million, an increase of $150.8 million or 22% compared with $694.7 million in the prior year, reflecting the contribution from a full year from Sinqia and organic growth across all of the company's segments.
For more information regarding EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share, including a quantitative reconciliation of EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share to the most directly comparable GAAP financial performance measure, which is net income, see “—Net Income Reconciliation to EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share (Non-GAAP Measures)” and “—Covenant Compliance” below. 38 Table of Contents Results of Operations Years ended December 31, (In thousands) 2025 2024 Variance Revenues $ 931,818 $ 845,486 $ 86,332 10 % Operating costs and expenses Cost of revenues, exclusive of depreciation and amortization shown below 469,128 406,416 62,712 15 % Selling, general and administrative expenses 154,164 145,558 8,606 6 % Depreciation and amortization 122,086 127,846 (5,760) (5) % Total operating costs and expenses 745,378 679,820 65,558 10 % Income from operations $ 186,440 $ 165,666 $ 20,774 13 % Revenues Total revenues for the year ended December 31, 2025 was $931.8 million, an increase of $86.3 million or 10% compared with $845.5 million in the prior year period driven by organic growth across all of the Company's segments and the contribution from the acquisitions completed in the fourth quarter of 2025 and 2024.
Net cash used in investing activities was $118.3 million compared to $507.9 million. The decrease is primarily attributable to the acquisitions completed during 2023 for $417.6 million compared to $34.0 million for the acquisitions completed in 2024.
Net cash used in investing activities was $238.2 million compared to $118.3 million. The increase is primarily attributable to the acquisitions completed during 2025 for $144.4 million compared to $34.0 million for the acquisitions completed in 2024, and an increase in software additions of $5.1 million.
Interest The Term Loan Facilities and borrowings under the Revolving Facility accrue interest, at EVERTEC Group’s option at (a) the Adjusted Term SOFR, which means SOFR plus 10 basis points (for the TLA Facility and the Revolving Facility) and plus 0 basis points (for the TLB Facility), for the Interest Period in effect for such borrowing or (b) the ABR, in each case plus an applicable margin.
With respect to the New TLB Facility, the interest rates are based on, at EVERTEC Group’s option (a) the Adjusted Term SOFR, which means SOFR plus 10 basis points, for the Interest Period in effect for such borrowing plus an applicable margin of 2.25% per annum or (b) the ABR plus an applicable margin of 1.25% per annum.
In recent years, consumer preference has accelerated its shift away from cash and paper payment methods, noting increased demand for omni-channel payment services that facilitate cashless and contactless transactions. The markets in which we operate, particularly Latin America and the Caribbean, continue to grow and consumer preference is driving an increase for electronic payments usage.
In recent years, consumer preference has accelerated its shift away from cash and paper payment methods, noting increased demand for omni-channel payment services that facilitate cashless and contactless transactions. The ongoing migration to digital payment methods continues to benefit the transaction-processing industry globally.
Payment Services - Puerto Rico & Caribbean Years ended December 31, (In thousands) 2024 2023 Total Revenues $214,749 $203,232 Segment Adjusted EBITDA 121,390 118,266 Adjusted EBITDA margin 56.5 % 58.2 % Payment Services - Puerto Rico & Caribbean segment revenues for the year ended December 31, 2024 increased by $11.5 million to $214.7 million when compared to the same period in the prior year.
The following tables set forth information about the Company’s operations by its four reportable segments for the periods indicated below. 41 Table of Contents Payment Services - Puerto Rico & Caribbean Years ended December 31, (In thousands) 2025 2024 Total Revenues $223,266 $214,749 Segment Adjusted EBITDA 124,676 121,390 Adjusted EBITDA margin 55.8 % 56.5 % Payment Services - Puerto Rico & Caribbean segment revenues for the year ended December 31, 2025 increased by $8.5 million to $223.3 million when compared to the same period in the prior year.
EVERTEC Group is required to make certain mandatory prepayments of the Term Loan Facilities and the Revolving Facility in certain circumstances.
EVERTEC Group is required to make certain mandatory prepayments of the 2022 Credit Facilities in certain circumstances. Interest With respect to the 2022 Facilities and the Incremental TLA Facility, the interest rates under the Credit Facilities denominated in U.S.
Adjusted EBITDA increased by $3.1 million to $121.4 million driven by the increase in revenues partially offset by higher operating expenses, including higher professional services, higher losses on disposition related to POS retirements along with increased infrastructure and programming expenses.
Adjusted EBITDA increased by $3.3 million to $124.7 million driven by the increase in revenues partially offset by higher infrastructure, maintenance and programming expenses.
Merchant acquiring revenue benefited from an improvement in spread and sales volume growth. Payments Puerto Rico revenue reflected continued growth in ATH Movil Business and increased transaction volumes. Latin America revenue benefited from the contribution from the Sinqia, Grandata and Nubity acquisitions as well as continued organic growth across the region.
Merchant acquiring revenue benefited from the positive impact from sales volume growth, an improvement in spread, and higher non-transactional revenues. Payments Puerto Rico revenue benefited from ATH Movil transaction and sales volume growth, primarily in the ATH Business as well as POS transaction growth.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeRising prices for input costs, including wages and benefits, occupancy and general administrative costs, could potentially have a negative impact on our results of operations and financial condition which may not be readily recoverable from our customers.
Biggest changeRising prices for input costs, including wages and benefits, occupancy and general administrative costs, could potentially have a negative impact on our results of operations and financial condition which may not be readily recoverable from our customers. In addition, inflation has led to enhanced volatility on foreign currency exchange rates.
The following analysis provides quantitative and qualitative information regarding these risks. 50 Table of Contents Interest rate risks Interest rate risk is highly sensitive due to many factors, including U.S. monetary and tax policies, U.S. and international economic factors and other factors beyond our control. We issued floating-rate debt which is subject to fluctuations in interest rates.
The following analysis provides quantitative and qualitative information regarding these risks. 49 Table of Contents Interest rate risks Interest rate risk is highly sensitive due to many factors, including U.S. monetary and tax policies, U.S. and international economic factors and other factors beyond our control. We issued floating-rate debt which is subject to fluctuations in interest rates.
While we proactively try to mitigate these rising costs, we may not be able to fully offset these impacts, which could result in negative effect on our results of operation. Thus, we cannot assure you that our results of operations and financial condition will not be materially impacted by inflation in the future. 51 Table of Contents
While we proactively try to mitigate these rising costs, we may not be able to fully offset these impacts, which could result in negative effect on our results of operation. Thus, we cannot assure you that our results of operations and financial condition will not be materially impacted by inflation in the future. 50 Table of Contents
As of December 31, 2024, the Company has three interest rate swap agreements which convert a portion of the interest rate payments on the Company's Term Loan Facilities from variable rate debt to fixed. The interest rate swap exposes us to credit risk in the event that the counterparty to the swap agreement does not or cannot meet its obligations.
As of December 31, 2025, the Company has three interest rate swap agreements which convert a portion of the interest rate payments on the Company's Term Loan Facilities from variable rate debt to fixed. The interest rate swap exposes us to credit risk in the event that the counterparty to the swap agreement does not or cannot meet its obligations.
Based upon a sensitivity analysis of our outstanding debt on December 31, 2024, a hypothetical 100 basis point increase in interest rates over our floor on our debt balances outstanding as of December 31, 2024, under the secured credit facilities would increase our annual interest expense by approximately $4.2 million.
Based upon a sensitivity analysis of our outstanding debt on December 31, 2025, a hypothetical 100 basis point increase in interest rates over our floor on our debt balances outstanding as of December 31, 2025, under the secured credit facilities would increase our annual interest expense by approximately $5.6 million.
For the years ended December 31, 2024, 2023 and 2022, we recognized foreign currency remeasurement losses of $5.2 million, $8.3 million and $7.6 million, respectively.
For the years ended December 31, 2025, 2024 and 2023, we recognized foreign currency remeasurement gains of $0.6 million, losses of $5.2 million and losses of $8.3 million, respectively.
The resulting foreign currency translation adjustments are reported in accumulated other comprehensive (loss) income in the consolidated balance sheets. As of December 31, 2024, the Company had $138.0 million in an unfavorable foreign currency translation adjustment as part of accumulated other comprehensive (loss) income compared with a favorable foreign currency translation adjustment of $14.8 million as of December 31, 2023.
The resulting foreign currency translation adjustments are reported in accumulated other comprehensive loss in the consolidated balance sheets. As of December 31, 2025, the Company had $63.4 million in an unfavorable foreign currency translation adjustment as part of accumulated other comprehensive loss compared with a unfavorable foreign currency translation adjustment of $138.0 million as of December 31, 2024.
Removed
In addition, inflation has driven a rising interest rate environment, which has had an adverse effect on our cost of funding, as well as led to enhanced volatility on foreign currency exchange rates.

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