Biggest changeRisks Relating to Our Business ● our business is greatly affected by changes in the state of the general economy and the financial markets, and uncertainty in the general economy, the financial services industry or other industries in which our clients operate, could disproportionately affect the demand for our products and services; ● we may not achieve the anticipated benefits from our acquisitions and may face difficulties in integrating them; ● consolidations or failures among our clients or within their respective industries could adversely affect us by causing a decline in demand for our products and services; ● our revenues may decrease due to declines in the levels of participation and activity in the securities markets; ● we are subject to the variations and fluctuations of the asset management industry; ● if we are unable to retain and attract clients, our revenues and net income would remain stagnant or decline; ● if we cannot attract, train and retain qualified employees, we may not be able to provide adequate technical expertise and customer service to our clients; ● we face significant competition with respect to our products and services, which may result in price reductions, reduced gross margins or loss of market share; ● we face risks from cyber-attacks, breaches of digital security, IT system failures and network disruptions that could adversely affect our reputation and our business; ● if third-party service providers on which we rely, or other third parties with which we do business or which facilitate our business activities, suffer disruptions to their IT systems, our business could be harmed; ● we expect that our operating results, including our profit margins and profitability, may fluctuate over time; ● additional tax expense or additional tax exposures could affect our future profitability; ● an increase in subaccounting services performed by brokerage firms has and will continue to adversely impact our revenues; ● catastrophic events may adversely affect our business; ● we have substantial operations and a significant number of employees in India and we are therefore subject to regulatory, economic and political uncertainties in India; ● we are dependent on our senior management and their continued performance and productivity; ● if we are unable to protect our intellectual property, proprietary technology and other confidential information, our success and ability to compete will be subject to various risks, such as third-party infringement claims, unauthorized use of our technology, disclosure of our proprietary information or inability to license technology from third parties; ● we may be unable to adapt to rapidly changing technology and evolving industry standards and regulatory requirements; ● the development and use of machine learning and artificial intelligence presents risks and challenges that could impact our business; ● undetected software design defects, errors or failures, or employee errors, may result in defects, delays, loss of our clients’ data, litigation against us and harm to our reputation and business; ● investment decisions with respect to cash balances, market returns or losses on investments, and limits on insurance applicable to cash balances held in bank and brokerage accounts, including those held by us and as agent on behalf of our clients, could expose us to losses of such cash balances and adversely affect revenues attributable to cash balance deposit investments; ● a substantial portion of our revenues are derived, and a substantial portion of our operations are conducted, outside the U.S.; ● we are exposed to fluctuations in currency exchange rates that could negatively impact our operating results and financial condition; 19 ● our investments in funds and our joint ventures could decline in value; ● we do not control certain businesses in which we have significant ownership; ● some of our joint venture investments are subject to buy-sell agreements, which could, among other things, restrict us from selling our interests even if we were to determine it would be prudent to do so; and ● a material weakness in our internal controls could have a material adverse effect on us.
Biggest changeRisks Relating to Our Business ● our business is greatly affected by changes in the state of the general economy and the financial markets, and uncertainty in the general economy, the financial services industry or other industries in which our clients operate, could disproportionately affect the demand for our products and services; ● we may not achieve the anticipated benefits from our acquisitions and may face difficulties in integrating them; ● consolidations or failures among our clients or within their respective industries could adversely affect us by causing declines in demand for our products and services; ● our revenues may decrease due to declines in the levels of participation and activity in the securities markets; 20 ● we are subject to the variations and fluctuations of the asset management industry; ● if we are unable to retain and attract clients, our revenues and net income would remain stagnant or decline; ● if we cannot attract, train and retain qualified employees, we may not be able to provide adequate technical expertise and customer service to our clients; ● we face significant competition with respect to our products and services, which may result in price reductions, reduced gross margins or loss of market share; ● we face direct and indirect (through our third-party service providers) risks from cyber-attacks, breaches of digital security, IT system failures, disruptions to IT systems and network disruptions that could adversely affect our reputation and our business; ● we expect that our operating results, including our profit margins and profitability, may fluctuate over time; ● additional tax expense or additional tax exposures could affect our future profitability; ● an increase in subaccounting services performed by brokerage firms has and will continue to adversely impact our revenues; ● catastrophic events may adversely affect our business; ● we have substantial operations and a significant number of employees in India and we are therefore subject to regulatory, economic and political uncertainties in India; ● we are dependent on our senior management and their continued performance and productivity; ● if we are unable to protect our intellectual property, proprietary technology and other confidential information, our success and ability to compete will be subject to various risks, such as third-party infringement claims, unauthorized uses of our technology, disclosures of our proprietary information, increased competition, loss of customers, loss of revenue, or inabilities to license technology from third parties; ● we may be unable to adapt to rapidly changing technology and evolving industry standards and regulatory requirements; ● the development and use of AI presents risks and challenges that could impact our business; ● undetected software design defects, errors or failures, or employee errors, may result in defects, delays, losses of our clients’ data, litigation against us and harm to our reputation and business; ● investment decisions with respect to cash balances, market returns or losses on investments, and limits on insurance applicable to cash balances held in bank and brokerage accounts, including those held by us and as agent on behalf of our clients, could expose us to losses of such cash balances and adversely affect revenues attributable to cash balance deposit investments; ● a substantial portion of our revenues are derived, and a substantial portion of our operations are conducted, outside the U.S., subjecting our business to a variety of international political, geopolitical, economic, security, regulatory and other related risks; ● we are exposed to fluctuations in currency exchange rates that could negatively impact our operating results and financial condition; ● our investments in funds and our joint ventures could decline in value; ● we do not control certain businesses in which we have significant ownership; ● some of our joint venture investments are subject to buy-sell agreements, which could, among other things, restrict us from selling our interests even if we were to determine it would be prudent to do so; and ● a material weakness in our internal controls could have a material adverse effect on us.
For example, it may: ● require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund acquisitions, working capital, capital expenditures, research and development efforts and other general corporate purposes; ● increase our vulnerability to and limit our flexibility in planning for, or reacting to, change in our business and the industry in which we operate; ● restrict our ability to make certain distributions with respect to our capital stock due to restricted payment and other financial covenants in our credit facilities and other financing agreements; ● expose us to the risk of increased interest rates as borrowings under our senior credit facility are subject to variable rates of interest; ● place us at a competitive disadvantage compared to our competitors that have less debt; and ● limit our ability to borrow additional funds.
For example, it may: ● require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund acquisitions, working capital, capital expenditures, research and development efforts and other general corporate purposes; ● increase our vulnerability to and limit our flexibility in planning for, or reacting to, change in our business and the industry in which we operate; 34 ● restrict our ability to make certain distributions with respect to our capital stock due to restricted payment and other financial covenants in our credit facilities and other financing agreements; ● expose us to the risk of increased interest rates as borrowings under our senior credit facility are subject to variable rates of interest; ● place us at a competitive disadvantage compared to our competitors that have less debt; and ● limit our ability to borrow additional funds.
These provisions include: ● limitations on the removal of directors; ● a classified board of directors so that not all members of our board are elected at one time; ● advance notice requirements for stockholder proposals and nominations; ● the inability of stockholders to call special meetings; ● the ability of our board of directors to make, alter or repeal our bylaws; ● the ability of our board of directors to designate the terms of and issue new series of preferred stock without stockholder approval, which could be used to institute a rights plan, or a poison pill, that would work to dilute the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our board of directors; and 35 ● a prohibition on stockholders from acting by written consent, except under certain limited circumstances.
These provisions include: ● limitations on the removal of directors; ● a classified board of directors so that not all members of our board are elected at one time; ● advance notice requirements for stockholder proposals and nominations; ● the inability of stockholders to call special meetings; ● the ability of our board of directors to make, alter or repeal our bylaws; ● the ability of our board of directors to designate the terms of and issue new series of preferred stock without stockholder approval, which could be used to institute a rights plan, or a poison pill, that would work to dilute the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our board of directors; and ● a prohibition on stockholders from acting by written consent, except under certain limited circumstances.
Legal or Regulatory Risks ● our businesses expose us to risks of claims and losses that could be significant and damage our reputation and business prospects; ● our business is subject to evolving regulations and increased scrutiny from regulators; ● our role as a fund administrator has in the past, and may in the future, expose us to claims and litigation from clients, their investors, regulators or other third-parties; ● because our platform could be used to collect, store, handle, transmit or otherwise process personal information of our customers’ employees or customers, privacy concerns could result in additional cost and liability to us or inhibit use of our platform; and ● we could become subject to litigation regarding our or a third party’s intellectual property rights or other confidential or proprietary information, which could seriously harm our business and require us to incur significant costs.
Legal or Regulatory Risks ● our businesses expose us to risks of claims and losses that could be significant and damage our reputation and business prospects; ● our business is subject to evolving regulations and increased scrutiny from regulators; ● our role as a fund administrator has in the past, and may in the future, expose us to claims and litigation from clients, their investors, regulators or other third-parties; ● because our platform could be used to collect, store, handle, transmit or otherwise process personal information of our customers’ employees or customers, privacy concerns could result in additional cost and liability to us or inhibit use of our 21 platform; and ● we could become subject to litigation regarding our or a third party’s intellectual property rights or other confidential or proprietary information, which could seriously harm our business and require us to incur significant costs.
Our ability to keep up with technology and business and regulatory changes is subject to a number of risks, including that: ● we may find it difficult or costly to update our services and software and to develop new products and services quickly enough to meet our clients’ needs; ● we may find it difficult or costly to make some features of our software work effectively and securely over the Internet or with new or changed operating systems; ● we may find it difficult or costly to update our software and services to keep pace with business, evolving industry standards, regulatory requirements and other developments in the industries in which our clients operate; and ● we may be exposed to liability for security breaches that allow unauthorized persons to gain access to confidential, proprietary or personal information stored on our computers or transmitted over our network.
Our ability to keep up with technology and business and regulatory changes is subject to a number of risks, including that: 28 ● we may find it difficult or costly to update our services and software and to develop new products and services quickly enough to meet our clients’ needs; ● we may find it difficult or costly to make some features of our software work effectively and securely over the Internet or with new or changed operating systems; ● we may find it difficult or costly to update our software and services to keep pace with business, evolving industry standards, regulatory requirements and other developments in the industries in which our clients operate; and ● we may be exposed to liability for security breaches that allow unauthorized persons to gain access to confidential, proprietary or personal information stored on our computers or transmitted over our network.
The loss of any of the members of our senior management may cause a significant disruption in our business, jeopardize existing customer relationships, impair our 25 compliance efforts as a public company, and have a material adverse effect on our business objectives. We do not maintain key man life insurance policies for any senior officer or manager.
The loss of any of the members of our senior management may cause a significant disruption in our business, jeopardize existing customer relationships, impair our compliance efforts as a public company, and have a material adverse effect on our business objectives. We do not maintain key man life insurance policies for any senior officer or manager.
These product defects or errors in the product operations, or employee errors, poor performance or misconduct, could cause damages to our clients for which they may assert claims or lawsuits against us. The cost of defending such a lawsuit, regardless of its merit, could be substantial and could divert management’s attention and result in reputational harm.
These product defects or errors in the product operations, or employee errors, poor performance or misconduct, could cause damages to our clients for which they may 29 assert claims or lawsuits against us. The cost of defending such a lawsuit, regardless of its merit, could be substantial and could divert management’s attention and result in reputational harm.
These claims and any resulting lawsuit, if successful, could subject us to significant liability for damages and our intellectual property rights being reduced, narrowed or held unenforceable or invalid. These lawsuits, 32 regardless of their success, could be time-consuming and expensive to resolve, adversely affect our revenues, profitability and prospects, and divert management time and attention.
These claims and any resulting lawsuit, if successful, could subject us to significant liability for damages and our intellectual property rights being reduced, narrowed or held unenforceable or invalid. These lawsuits, regardless of their success, could be time-consuming and expensive to resolve, adversely affect our revenues, profitability and prospects, and divert management time and attention.
These arrangements could also allow us to purchase the other owners’ interests to prevent someone else from 29 acquiring them and we cannot control the timing of occasions to do so. The businesses or other owners may encourage us to increase our investment in or make contributions to the businesses at an inopportune time.
These arrangements could also allow us to purchase the other owners’ interests to prevent someone else from acquiring them and we cannot control the timing of occasions to do so. The businesses or other owners may encourage us to increase our investment in or make contributions to the businesses at an inopportune time.
The Credit Agreement limits our ability, among other things, to: ● incur additional indebtedness; ● make certain investments; 33 ● sell assets, including capital stock of certain subsidiaries; ● declare or pay dividends, repurchase or redeem stock or make other distributions to stockholders; ● consolidate, merge, liquidate or dissolve; ● enter into transactions with our affiliates; and ● incur liens.
The Credit Agreement limits our ability, among other things, to: ● incur additional indebtedness; ● make certain investments; ● sell assets, including capital stock of certain subsidiaries; ● declare or pay dividends, repurchase or redeem stock or make other distributions to stockholders; ● consolidate, merge, liquidate or dissolve; ● enter into transactions with our affiliates; and ● incur liens.
We also may invest in technology or infrastructure for specific clients and not realize additional revenue from such investments. If trends or events do not occur as we expect, our business could be negatively impacted. We may not achieve the anticipated benefits from our acquisitions and may face difficulties in integrating them.
We also may invest in technology or infrastructure for specific clients and not realize additional revenue from such investments. If trends or events do not occur as we expect, our business could be negatively impacted. 22 We may not achieve the anticipated benefits from our acquisitions and may face difficulties in integrating them.
Although we expend significant resources and oversight efforts in an attempt to ensure that we maintain appropriate safeguards with respect to cyber-attacks, and protect against the threat of system disruptions and security breaches, there is no guarantee that our systems and procedures are adequate to protect against all security breaches.
Although we expend significant resources, oversight and governance efforts in an attempt to ensure that we maintain appropriate safeguards with respect to cyber-attacks, and protect against the threat of system disruptions and security breaches, there is no guarantee that our systems and procedures are adequate to protect against all security breaches.
In addition, Delaware law imposes requirements that may restrict the ability of our subsidiaries, including SS&C, to pay dividends to SS&C Holdings. These limitations could reduce our attractiveness to investors. Our management has broad discretion in the use of our existing cash resources and may not use such funds effectively.
In addition, Delaware law imposes 36 requirements that may restrict the ability of our subsidiaries, including SS&C, to pay dividends to SS&C Holdings. These limitations could reduce our attractiveness to investors. Our management has broad discretion in the use of our existing cash resources and may not use such funds effectively.
If our software-enabled services are disrupted or fail for any reason, or if our systems or facilities are infiltrated or damaged by unauthorized persons, we and our clients could experience data loss, including confidential, proprietary and 23 personal information, financial loss, harm to their reputation and significant business interruption.
If our software-enabled services are disrupted or fail for any reason, or if our systems or facilities are infiltrated or damaged by unauthorized persons, we and our clients could experience data loss, including confidential, proprietary and personal information, financial loss, harm to their reputation and significant business interruption.
A number of third parties hold patents and other intellectual property rights with application in the financial services field. Consequently, we are subject to the risk that such third parties will claim that our products infringe, misappropriate or otherwise violate their intellectual property rights, including their patent rights.
A number of third parties also hold patents and other intellectual property rights with application in the financial services field. Consequently, we are subject to the risk that such third parties will claim that our products infringe, misappropriate or otherwise violate their intellectual property rights, including their patent rights.
Given the volatility of exchange rates, we cannot be assured we will be able to effectively manage our currency translation or transaction risk, and significant changes in the value of foreign currencies relative to the U.S. dollar could adversely affect our financial statements.
Given the volatility of exchange rates, we cannot be assured we will be able to effectively manage our currency translation or transaction risk, and significant changes in the value of foreign currencies relative to the U.S. 30 dollar could adversely affect our financial statements.
As a result, our relationships with our clients may subject us to increased scrutiny from a 30 number of regulators and government entities that regulate the financial services industry in the U.S., the U.K. and the other jurisdictions in which we operate.
As a result, our relationships with our clients may subject us to increased scrutiny from a number of regulators and government entities that regulate the financial services industry in the U.S., the U.K. and the other jurisdictions in which we operate.
We derive significant revenues from asset management, administration and distribution contracts with clients. Under these contracts, the fees paid to us are based on a variety of factors, including the market value of assets under management, assets under administration and number of transactions processed.
We derive significant revenues from asset management, administration and distribution contracts with clients. Under these contracts, the fees paid to us are based on a variety of factors, including the market value of assets under management, assets under 23 administration and number of transactions processed.
A catastrophic event could have a direct negative impact on us or an indirect impact on us by, for example, affecting our clients, the financial markets or the overall economy and reducing our ability to provide, our clients’ ability to use, and the demand for, our products and services.
A catastrophic event could have a direct negative impact on us or an indirect impact on us by, for example, affecting our 26 clients, the financial markets or the overall economy and reducing our ability to provide, our clients’ ability to use, and the demand for, our products and services.
We routinely review and update our corporate structure and intercompany arrangements, including transfer pricing policies, consistent with applicable laws and regulations, to align with our business operations across 24 numerous jurisdictions. Failure to align our corporate structure and intercompany arrangements with our business operations may increase our worldwide effective tax rate.
We routinely review and update our corporate structure and intercompany arrangements, including transfer pricing policies, consistent with applicable laws and regulations, to align with our business operations across numerous jurisdictions. Failure to align our corporate structure and intercompany arrangements with our business operations may increase our worldwide effective tax rate.
Acquisitions may also expose us to litigation from our stockholders arising out of the acquisition, which, even if unsuccessful, could be costly to defend and serve as a distraction to management. Consolidations or failures among our clients or within their respective industries could adversely affect us by causing a decline in demand for our products and services.
Acquisitions may also expose us to litigation from our stockholders arising out of the acquisition, which, even if unsuccessful, could be costly to defend and serve as a distraction to management. Consolidations or failures among our clients or within their respective industries could adversely affect us by causing declines in demand for our products and services.
Demand could also decrease if we do not continue to offer products and services that help our clients comply with regulations. For example, our accounts in the healthcare industry are impacted by the Patient Protection and Affordable Care Act of 2010 (the “Affordable Care Act”), including the Health Insurance Marketplace.
Demand could also decrease if we do not continue to offer products and services that help our clients comply with regulations. For example, our accounts in the healthcare industry are impacted by the Patient Protection and Affordable Care Act of 2010, including the Health Insurance Marketplace.
In addition, our employees, partners, independent contacts, consultants, distributors, clients and potential clients may breach our confidentiality agreements and we may not have adequate remedies for any such breach. Furthermore, unauthorized third parties may seek to copy portions of our products or to reverse engineer or otherwise obtain and use our proprietary information.
In addition, our employees, partners, independent contractors, consultants, distributors, clients and potential clients may breach our confidentiality agreements and we may not have adequate remedies for any such breach. Furthermore, unauthorized third parties may seek to copy portions of our products or to reverse engineer or otherwise obtain and use our proprietary information.
Undetected software design defects, errors or failures, or employee errors, may result in defects, delays, loss of our clients’ data, litigation against us and harm to our reputation and business. Our software products are highly complex and sophisticated and could contain design defects or software errors that are difficult to detect and correct.
Undetected software design defects, errors or failures, or employee errors, may result in defects, delays, losses of our clients’ data, litigation against us and harm to our reputation and business. Our software products are highly complex and sophisticated and could contain design defects or software errors that are difficult to detect and correct.
SS&C Holdings is a holding company with no operations or assets of its own and its ability to pay dividends is limited or otherwise restricted. As of December 31, 2024, SS&C Holdings has no direct operations and no significant assets other than the stock of SS&C.
SS&C Holdings is a holding company with no operations or assets of its own and its ability to pay dividends is limited or otherwise restricted. As of December 31, 2025, SS&C Holdings has no direct operations and no significant assets other than the stock of SS&C.
Risks Relating to Ownership of Our Common Stock ● if equity research analysts do not publish or cease publishing research or reports about our business or if they issue unfavorable commentary or downgrade our common stock, the price and trading volume of our common stock could decline; ● the market price of our common stock may be volatile, which could result in substantial losses for investors in our common stock; ● William C.
Risks Relating to Ownership of Our Common Stock ● if equity research analysts do not publish or cease publishing research or reports about our business or if they issue unfavorable commentary or downgrade our common stock, the price and trading volume of our common stock could decline; ● the market price of our common stock may be volatile for a variety of reasons, which could result in substantial losses for investors in our common stock; ● William C.
The market for financial and healthcare services software and services is competitive, rapidly evolving and highly sensitive to new product and service introductions, technology innovations and marketing efforts by industry participants. The markets we serve are also highly fragmented and served by numerous firms that target only local markets or specific client types.
The market for financial and healthcare services software and services is competitive, rapidly evolving and highly sensitive to new product and service introductions, technology innovations including artificial intelligence and marketing efforts by industry participants. The markets we serve are also highly fragmented and served by numerous firms that target only local markets or specific client types.
The price of our stock or trading volume in our stock could decline if one or more equity analysts downgrade our stock or if those analysts issue other unfavorable commentary or cease publishing regular reports about us or our business.
The price of our stock or trading volume in our stock could decline if one or more equity research analysts downgrade our stock or issue other unfavorable commentary or cease publishing regular reports about us or our business.
As of December 31, 2024, we had approximately 7,500 employees located in India. The economy of India may differ favorably or unfavorably from the U.S. economy and our business may be adversely affected by the general economic conditions and economic and fiscal policy in India, including changes in exchange rates and controls, interest rates and taxation policies.
As of December 31, 2025, we had approximately 7,900 employees located in India. The economy of India may differ favorably or unfavorably from the U.S. economy and our business may be adversely affected by the general economic conditions and economic and fiscal policy in India, including changes in exchange rates and controls, interest rates and taxation policies.
Foreign Corrupt Practices Act 28 (“FCPA”) and the U.K.
Foreign Corrupt Practices Act (“FCPA”) and the U.K.
Although we seek to ensure that appropriate security and other standards are maintained by these third parties, these third parties are also subject to the risks discussed in the preceding risk factor, and there is no guarantee that they will maintain systems and procedures sufficient to protect against cyber-attacks, breaches of digital security, IT system failures and network disruptions.
Although we seek to ensure that appropriate security and other standards are maintained by these third parties, these third parties are also subject to the risks discussed above, and there is no guarantee that they will maintain systems and procedures sufficient to protect against cyber-attacks, breaches of digital security, IT system failures, disruptions to IT systems, and network disruptions.
As of February 19, 2025, William C. Stone, our Chairman of the Board and Chief Executive Officer, beneficially owned approximately 14.0% of the outstanding shares of our common stock. We are party to a stockholders’ agreement with Mr. Stone, pursuant to which Mr.
As of February 18, 2026, William C. Stone, our Chairman of the Board and Chief Executive Officer, beneficially owned approximately 14.4% of the outstanding shares of our common stock. We are party to a stockholders’ agreement with Mr. Stone, pursuant to which Mr.
Some of the factors that may cause the market price of our common stock to fluctuate include: ● fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; ● changes in estimates of our financial results or recommendations by securities analysts; ● failure of any of our products to achieve or maintain market acceptance; ● changes in market valuations of similar companies; ● success of competitive products; ● changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; 34 ● announcements by us or our competitors of significant products, contracts, acquisitions or strategic alliances; ● regulatory developments in any of our markets; ● litigation involving our Company, our general industry or both; ● additions or departures of key personnel; ● investors’ general perception of us; and ● changes in general economic, industry and market conditions.
Some of the factors that may cause the market price of our common stock to fluctuate include: ● fluctuations in our quarterly financial results or the quarterly financial results of similar companies; ● changes in estimates of our financial results or recommendations by equity research analysts; ● failure of any of our products to achieve or maintain market acceptance; ● changes in market valuations of similar companies; ● success of competitive products; ● changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; ● announcements by us or our competitors of significant products, contracts, acquisitions or strategic alliances; ● regulatory developments in any of our markets; ● litigation involving our Company, our general industry or both; ● additions or departures of key personnel; ● geopolitical instability and financial market disruptions ● investors’ general perception of us; and ● changes in inflation, tariffs, interest rates, reduced investor risk appetite and other economic, industry and market conditions.
Risks Relating to Our Indebtedness Our substantial indebtedness could adversely affect our financial health and operations. We currently have a substantial amount of indebtedness. As of December 31, 2024, we had total indebtedness of $7,045.0 million and an additional $596.3 million available for borrowings under our revolving credit facility. This indebtedness could have adverse consequences.
Risks Relating to Our Indebtedness Our substantial indebtedness could adversely affect our financial health and operations. We currently have a substantial amount of indebtedness. As of December 31, 2025, we had total indebtedness of $7,466.9 million and an additional $593.7 million available for borrowings under our revolving credit facility. This indebtedness could have adverse consequences.
We face significant competition from other companies who may develop or deploy AI faster, at lower cost, or more effectively than we do. In addition, third parties may deploy AI technologies in a manner that reduces customer demand for our products and services.
We face significant competition from other companies who may develop or deploy AI faster, at lower cost, or more effectively than we do. In addition, third parties may deploy AI technologies that disrupts our business models, or in a manner that reduces customer demand for, or affects the desirability, pricing or structure of, our products and services.
Rapidly changing technology, evolving industry standards and regulatory requirements and new product and service introductions characterize the market for our products and services.
Rapidly changing technology, including developments related to AI, evolving industry standards and regulatory requirements and new product and service introductions characterize the market for our products and services.
If we are unable to report financial information timely and accurately or to maintain effective disclosure controls and procedures, our stock price could be negatively impacted and we could be subject to, among other things, regulatory or enforcement actions by the SEC, which could have a material adverse effect on our business, results of operations and financial condition.
If we are unable to report financial information timely and accurately or to maintain effective disclosure controls and procedures, our stock price could be negatively impacted and we could be subject to, among other things, regulatory or enforcement actions by the SEC, which could have a material adverse effect on our business, results of operations and financial condition. 31 Legal or Regulatory Risks Our businesses expose us to risks of claims and losses that could be significant and damage our reputation and business prospects.
In addition, the third parties with which we do business upon which we rely or which facilitate our business activities, including financial intermediaries, are susceptible to the risks described in the preceding risk factor (including regarding the third parties with which they are similarly interconnected), and our or their business operations and activities may therefore be adversely affected, perhaps materially, by failures, terminations, errors or malfeasance by, or attacks or constraints on, one or more financial, technology or infrastructure institutions or intermediaries with whom they are interconnected or conduct business.
In addition, the third parties with which we do business upon which we rely or which facilitate our business activities, including financial intermediaries, are susceptible to the risks described above (including regarding the third parties with which they are similarly interconnected), and our or their business operations and activities may therefore be adversely affected, perhaps materially, by failures, terminations, errors or malfeasance by, or attacks or constraints on, one or more financial, technology or infrastructure institutions or intermediaries with whom they are interconnected or conduct business. 25 We expect that our operating results, including our profit margins and profitability, may fluctuate over time.
However, the UK GDPR will not automatically incorporate changes made to the GDPR going forward (which would need to be specifically incorporated by the UK Government), which creates a risk of divergent parallel regimes and related uncertainty and compliance risk.
However, the UK GDPR does not automatically incorporate changes made to the GDPR, and such changes need to be specifically incorporated by the UK Government. This creates a risk of divergent parallel regimes and related uncertainty and compliance risk.
In certain circumstances in the U.S., we are also subject to the federal Gramm-Leach-Bliley Act (“GLBA”), which, among other things, requires certain of our businesses, including, without limitation, broker-dealers, transfer agents, and registered investment advisers, to maintain written policies and procedures to protect certain non-public personal information of individuals who are clients of certain of our financial 31 institution customers, to notify such individuals if certain of their sensitive non-public personal information has been accessed or used without authorization, and to take reasonable measures to protect against unauthorized access to or use of certain non-public personal information of individuals who are clients of certain of our financial institution customers in connection with its disposal.
Securities and Exchange Commission (“SEC”), which, among other things, requires certain of our businesses, including, without limitation, broker-dealers, transfer agents, and registered investment advisers, to maintain written policies and procedures to protect certain non-public personal information of individuals who are clients of certain of our financial institution customers, to notify such individuals if certain of their sensitive non-public personal information has been accessed or used without authorization, and to take reasonable measures to protect against unauthorized access to or use of certain non-public personal information of individuals who are clients of certain of our financial institution customers in connection with its disposal.
A variety of factors could affect our ability to successfully retain and attract clients, including: ● the level of demand for our products and services; ● the difficulty of potential customers to change software service providers; ● the level of client spending for IT; ● the level of competition from internal client solutions and from other vendors; ● the quality of our client service and the performance of our products; ● our ability to update our products and services and develop new products and services needed by clients; ● our ability to understand the organization and processes of our clients; and ● our ability to integrate and manage acquired businesses. 22 If we cannot attract, train and retain qualified employees, we may not be able to provide adequate technical expertise and customer service to our clients.
A variety of factors could affect our ability to successfully retain and attract clients, including: ● the level of demand for our products and services; ● the difficulty of potential customers to change software service providers; ● the level of client spending for IT; ● the level of competition from internal client solutions and from other vendors; ● the quality of our client service and the performance of our products; ● our ability to update our products and services and develop new products and services needed by clients; ● our ability to understand the organization and processes of our clients; and ● our ability to integrate and manage acquired businesses.
If we are unable to protect our intellectual property, proprietary technology and other confidential information, our success and our ability to compete will be subject to various risks, such as third-party infringement claims, unauthorized use of our technology, disclosure of our proprietary information or inability to license technology from third parties.
If we are unable to protect our intellectual property, proprietary technology and other confidential information, our success and our ability to compete will be subject to various risks, such as third-party infringement claims, unauthorized uses of our technology, disclosures of our proprietary information, increased competition, loss of customers, loss of revenue, or inabilities to license technology from third parties.
We believe that our success is due in part to our ability to attract, train and retain highly skilled employees. Competition for qualified personnel in the software and hedge fund industries is intense, and we have, at times, found it difficult to attract and retain skilled personnel for our operations.
Competition for qualified personnel in the software and hedge fund industries is intense, and we have, at times, found it difficult to attract and retain skilled personnel for our operations.
Our success and ability to compete depends in part upon our ability to protect our intellectual property, proprietary technology and other confidential information. We rely on a combination of patent, trade secret, copyright and trademark law, and nondisclosure agreements, license agreements and technical measures to protect our intellectual property, proprietary technology and other confidential information.
We rely on a combination of patent, trade secret, copyright and trademark law, and nondisclosure agreements, license agreements, and intellectual property assignment agreements, as well as technical measures, to protect our intellectual property, proprietary technology, and other confidential information.
Recent legal developments in Europe have created complexity, uncertainty and risk regarding such transfers, in particular in relation to transfers to the United States. Moreover, following Brexit, the GDPR was transposed into UK law (“UK GDPR”) as supplemented by the UK Data Protection Act 2018, which currently imposes the same obligations as the GDPR in most material respects.
Recent legal developments in Europe have created complexity, uncertainty and risk regarding such transfers, in particular in relation to transfers to the United States. Moreover, the GDPR has been transposed into UK law (“UK GDPR”) and it currently imposes the same obligations as the GDPR in most material respects.
We estimate that our current levels of indebtedness as of December 31, 2024 will result in annual interest payments of approximately $431.1 million. Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures will depend on our ability to generate cash in the future.
We estimate, based on our current levels of indebtedness and interest rates in effect as of December 31, 2025, we will incur annual interest payments of approximately $427.8 million. Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures will depend on our ability to generate cash in the future.
Changes in, and any violation by our clients of, applicable laws and regulations (whether related to the products and services we provide or otherwise) could diminish their business or financial condition and thus their demand for our products and services or could increase our cost of continuing to provide our products and services to such industries.
We and our clients operate in a number of jurisdictions that may pose a risk of potential FCPA or Bribery Act violations. 32 Changes in, and any violation by our clients of, applicable laws and regulations (whether related to the products and services we provide or otherwise) could diminish their business or financial condition and thus their demand for our products and services or could increase our cost of continuing to provide our products and services to such industries.
In providing our software-enabled services to our customers, we depend upon IT infrastructure that is primarily managed by our firm, but we also depend on third-party service providers to provide some of the IT infrastructure on which we rely.
In providing our software-enabled services to our customers, we depend on third-party service providers to provide some of the IT infrastructure on which we rely.
We have acquired and intend in the future to acquire companies, products or technologies that we believe could complement or expand our business, augment our market coverage, enhance our technical capabilities or otherwise offer growth opportunities. For example, in September 2024, we completed our acquisition of Battea-Class Action Services, LLC (“Battea”).
We have acquired and intend in the future to acquire companies, products or technologies that we believe could complement or expand our business, augment our market coverage, enhance our technical capabilities or otherwise offer growth opportunities.
Bribery Act (“Bribery Act”); ● global trade issues and uncertainties arising from geopolitical tensions, governmental policy changes, and other factors; ● potential expropriation of assets by foreign governments; ● difficulty repatriating any international profits; ● fluctuations in foreign currency exchange rates; ● application of discriminatory fiscal policies; ● potential changes in tax laws and the interpretation and application of such laws; and ● potential difficulty enforcing third-party contractual obligations and intellectual property rights.
Bribery Act (“Bribery Act”); ● global trade issues and uncertainties arising from geopolitical tensions, armed conflicts, tariffs, trade restrictions, governmental policy changes, and other factors; ● potential expropriation, nationalization or increased state intervention affecting assets or operations by the U.S. or foreign governments; ● difficulty repatriating any international profits; ● increased volatility in foreign currency exchange rates or interest rates; ● application of discriminatory or punitive fiscal policies, including targeted or sector-specific levies; ● potential changes in tax laws and the interpretation and application of such laws; and ● potential difficulty enforcing third-party contractual obligations and intellectual property rights.
For example, certain federal laws and laws in all 50 U.S. states require certain businesses to provide notice to consumers whose personal information has been disclosed as a result of a data breach.
Additionally, many statutory requirements, both in the U.S. and abroad, include obligations for companies to notify individuals of data breaches involving certain personal information. For example, certain federal laws and laws in all 50 U.S. states require certain businesses to provide notice to consumers whose personal information has been disclosed as a result of a data breach.
If banks and financial services firms fail or consolidate, there could be a decline in demand for our products and services. Failures, mergers and consolidations of banks and financial institutions reduce the number of our clients and potential clients, which 21 could adversely affect our revenues even if these events do not reduce the aggregate activities of the consolidated entities.
Failures, mergers and consolidations of banks and financial institutions reduce the number of our clients and potential clients, which could adversely affect our revenues even if these events do not reduce the aggregate activities of the consolidated entities.
Additional risks and uncertainties not currently known to us or that we have not currently identified as being material may also impair our business, operating results, cash flows and financial condition. 18 Summary of Risk Factors The following is a summary of the material risks and uncertainties that could adversely affect our business, financial condition and results of operations.
Our business is also subject to general risks and uncertainties that affect many other companies. Additional risks and uncertainties not currently known to us or that we have not currently identified as being material may also impair our business, operating results, cash flows and financial condition.
Our failure to enhance our existing products and services and to develop and introduce new products and services to promptly address the needs of our clients and a changing marketplace could adversely affect our business, results of operations and financial condition. The development and use of machine learning and artificial intelligence presents risks and challenges that could impact our business.
Our failure to enhance our existing products and services, including the integration and adoption of AI, and to develop and introduce new products and services to promptly address the needs of our clients and a changing marketplace could adversely affect our business, results of operations and financial condition.
We cannot predict how the UK GDPR and other UK privacy and data security laws, rules or regulations may develop, including as compared to the GDPR, nor can we predict the effects of divergent laws and related guidance.
We cannot predict how the UK GDPR and other UK privacy and data security laws, rules or regulations may develop, including as compared to the GDPR, nor can we predict the effects of divergent laws and related guidance. 33 Moreover, we face similar issues and risks of compliance with divergent data privacy laws in India, Thailand, Brazil, China, and other countries in which we operate.
In the U.S., these include, without limitation, laws and regulations promulgated by states, as well as rules and regulations promulgated under the authority of the Federal Trade Commission (“FTC”) and federal financial regulatory bodies.
In the U.S., these include, without limitation, laws and regulations promulgated by states, as well as rules and regulations promulgated under the authority of the Federal Trade Commission (“FTC”) and federal financial regulatory bodies. In certain circumstances in the U.S., we are also subject to the federal Gramm-Leach-Bliley Act (“GLBA”) and Regulation S-P enacted by the U.S.
In addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification, or other contractual protection regarding infringement claims or the quality of the code. 26 We have acquired and may acquire important technology rights through our acquisitions and have often incorporated and may incorporate features of these technologies across many of our products and services.
In addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification, or other contractual protection regarding infringement claims or the quality of the code.
If demand for our products or services decreases or if any of the industries we serve decline, our business and our operating results could be adversely affected. 20 The global economy has in the past been subject to severe disruptions in the credit markets, increased uncertainty about economic, political, global trade and market conditions, and periods of heightened volatility in a variety of financial and other markets, including commodity prices and currency rates.
The global economy has in the past been subject to severe disruptions in the credit markets, increased uncertainty about economic, political, global trade and market conditions, and periods of heightened volatility in a variety of financial and other markets, including commodity prices and currency rates.
Our AI algorithms and training methodologies may contain errors, biases or other flaws, or be limited by regulatory or contractual restrictions on using data to train our models. Our AI offerings may fail to win market adoption for various reasons.
AI may produce inaccurate, insufficient or false outputs, and outputs with unintended biases. Our AI algorithms and training methodologies may contain errors, biases or other flaws, or be limited by regulatory or contractual restrictions on using data to train our models.
Our use of AI may result in exposure to claims by third parties of copyright infringement or other intellectual property misappropriation, which may require us to pay compensation or license fees to third parties. 27 Vendors who provide AI technology to us, and who utilize AI technology to provide other products and services to us, and their vendors, may not meet existing or rapidly evolving regulatory or industry standards for privacy and data protection, and level of service and experience.
Vendors who provide AI technology to us, and who utilize AI technology to provide other products and services to us, and their vendors, may not meet existing or rapidly evolving regulatory or industry standards for privacy and data protection, and level of service and experience.
We expect that our operating results, including our profit margins and profitability, may fluctuate over time. Historically, our revenues, profit margins and other operating results have fluctuated from period to period and over time primarily due to the timing, size and nature of our license and service transactions.
Historically, our revenues, profit margins and other operating results have fluctuated from period to period and over time primarily due to the timing, size and nature of our license and service transactions. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion on fluctuations in revenues, profit margins and other operating results.
Our international business is also subject to a variety of other risks, including: ● potential changes in a specific country’s or region’s political or economic climate, including the ongoing situation involving Ukraine and Russia, and the conflict in the Middle-East; ● the need to comply with a variety of local regulations and laws, U.S. export controls, the U.S.
Our international business is subject to a variety of risks, including: ● potential changes in a specific country’s or region’s political or economic climate or security environment, including the ongoing conflict between Ukraine and Russia, as well as heightened tensions and armed conflicts in Latin America and the Middle-East, and the indirect effects of such events on global markets, energy prices and financial systems; ● the need to comply with a variety of local regulations and laws, evolving sanctions regimes, U.S. export controls, the U.S.
Risks Relating to Ownership of Our Common Stock If equity research analysts do not publish or cease publishing research or reports about our business or if they issue unfavorable commentary or downgrade our common stock, the price and trading volume of our common stock could decline.
If the indebtedness under our Credit Agreement were to be accelerated, we cannot assure you that our assets would be sufficient to repay in full that indebtedness and our other indebtedness. 35 Risks Relating to Ownership of Our Common Stock If equity research analysts cease publishing research or reports about our business or if they issue unfavorable commentary or downgrade our common stock, the price and trading volume of our common stock could decline.
Our current or potential competitors may develop products comparable or superior to those developed by us, or adapt more quickly to new technologies, evolving industry trends or changing client or regulatory requirements. It is also possible that our competitors may enter into alliances with each other or other third parties, and through such alliances, acquire increased market share.
Our current or potential competitors may develop products comparable or superior to those developed by us, or adapt more quickly to new technologies such as artificial intelligence, or to evolving industry trends or changing client or regulatory requirements.
However, acquisitions could subject us to contingent or unknown liabilities, and we may have to incur debt or severance liabilities or write off investments, infrastructure costs or other assets.
Recently, we completed our acquisitions of FPS Trust Company in February 2025, Colossus Topco Limited, the parent company of Calastone Limited, in October 2025 and Curo Fund Services in November 2025. However, acquisitions could subject us to contingent or unknown liabilities, and we may have to incur debt or severance liabilities or write off investments, infrastructure costs or other assets.
Risks Relating to Our Indebtedness ● our substantial indebtedness could adversely affect our financial health and operations; ● to service our indebtedness, we require a significant amount of cash.
Risks Relating to Our Indebtedness ● our substantial indebtedness could adversely affect our financial health and operations; ● to service our indebtedness, we require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control; and ● restrictive covenants in the agreements governing our indebtedness may restrict our ability to pursue our business strategies.
The market price of our common stock may be volatile, which could result in substantial losses for investors in our common stock.
The market price of our common stock may be volatile, for a variety of reasons, which could result in substantial losses for investors in our common stock. The market price of our common stock has in the past, and may in the future, fluctuate significantly. Our common stock has historically traded as high as $91.07 and as low as $6.64.
Competition could also affect the revenue mix of products or services we provide, resulting in decreased revenues in lines of business with higher profit margins, and our business may not grow as expected and may decline. We face risks from cyber-attacks, breaches of digital security, IT system failures and network disruptions that could adversely affect our reputation and our business.
Accordingly, our failure to successfully compete in any of our material businesses could have a material adverse effect on results of operations. Competition could also affect the revenue mix of products or 24 services we provide, resulting in decreased revenues in lines of business with higher profit margins, and our business may not grow as expected and may decline.
The dollar amount of transactions processed or cleared is vastly in excess than the revenues we derive from providing these services.
Our proprietary applications and related consulting and other services include the processing or clearing of financial and healthcare transactions for our clients and their customers and the design of benefit plans and compliance programs. The dollar amount of transactions processed or cleared is vastly in excess than the revenues we derive from providing these services.
You should read this summary together with the more detailed description of each risk factor contained below.
Summary of Risk Factors The following is a summary of the material risks and uncertainties that could adversely affect our business, financial condition and results of operations. You should read this summary together with the more detailed description of each risk factor contained below.
If a third party were to gain unauthorized access to or independently develop the confidential or proprietary information we possess, we could suffer a loss of revenues, we could experience an adverse impact on our competitive position, and our relationships with our clients and our reputation could be materially adversely affected. Existing patent and copyright laws afford only limited protection.
If our employees or former employees, partners, independent contractors, consultants or other persons misappropriate or otherwise violate our intellectual property or other proprietary rights, or if a third party were to gain unauthorized access to or independently develop the confidential or proprietary information we possess, whether alone or with the unauthorized assistance of our employees or former employees, partners, independent contractors, consultants or other persons, we could experience increased competition, loss of customers, loss of revenues, and our relationships with our clients and our reputation could be materially adversely affected.
We develop and incorporate machine learning and AI technology (collectively “AI”) in certain of our products, services and operations. Issues related to AI may result in reputational harm, liability, increased costs, or other material adverse consequences to our business. AI may produce inaccurate, insufficient or false outputs, and outputs with unintended biases.
The development and use of AI presents risks and challenges that could impact our business. We develop and incorporate AI in certain of our products, services and operations. Issues related to AI may result in reputational harm, liability, increased costs, or other material adverse consequences to our business. Our AI offerings may fail to win market adoption for various reasons.
A substantial portion of our revenues are derived, and a substantial portion of our operations are conducted, outside the U.S. For the years ended December 31, 2024, 2023 and 2022 international revenues accounted for 31%, 31% and 29%, respectively, of our total revenues. We sell certain of our products primarily outside the U.S.
A substantial portion of our revenues are derived, and a substantial portion of our operations are conducted, outside the U.S., subjecting our business to a variety of international political, geopolitical, economic, security, regulatory and other related risks. We sell certain of our products primarily outside the U.S.