10-K – 2026-02-26 – ssnc-20251231.htm

Income Taxes
We account for income taxes in accordance with the relevant accounting literature. An asset and liability approach is used to recognize deferred tax assets and liabilities for the future tax consequences of items that are recognized in our financial statements and tax returns in different years. A valuation allowance is established against net deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the net deferred tax assets will not be realized.
We account for uncertain tax positions using a two-step approach. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50 % likely of being realized upon ultimate settlement. We consider many factors when evaluating and estimating tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes.

Cash and Cash Equivalents

We consider all highly liquid marketable securities with original maturities of three months or less at the date of acquisition to be cash equivalents.
Funds Receivable and Funds Held on Behalf of Clients
We hold client funds on behalf of transfer agency clients and pharmacy processing clients in connection with providing our data processing services. End-of-day available client bank balances for full service mutual fund transfer agency clients are invested overnight in credit quality government money market funds, bank deposits and repurchase agreements. Invested balances are returned to the full service mutual fund transfer agency clients’ accounts the following business day. Funds received from clients for the payment of pharmacy claims incurred by its members are invested in credit quality government money market funds, bank deposits and repurchase agreements until the paid claims are settled. Client funding receivables represent amounts due to us for pharmacy claims paid in advance of receiving client funding and for pharmacy claims processed for which client funding requests have not been made.
Funds held on behalf of clients in the form of cash, cash equivalents and certificates of deposit with a maturity of less than twelve months are included in funds receivable and funds held on behalf of clients in the Consolidated Balance Sheet. Funds held on behalf of clients in the form of certificates of deposit with a maturity of greater than twelve months are classified as investments on the Consolidated Balance Sheets. All funds held on behalf of clients represent assets that are restricted for use.
We have included funds held on behalf of clients that meet the definition of restricted cash and restricted cash equivalents in the beginning and end of period balances in the Consolidated Statements of Cash Flows. Cash inflows and outflows related to investment of funds held on behalf of clients are reported on a gross basis as “Investments in securities” and “Proceeds from sales / maturities of investments” in the investing section of the Consolidated Statements of Cash Flows.

Client Funds Obligations
Client funds obligations represent funds owed to full service mutual fund transfer agency clients for cash balances invested overnight, and our contractual obligations to satisfy client pharmacy claim obligations that are recorded on the balance sheet when incurred, generally after we have processed a claim on behalf of its pharmacy clients.

65
 

 

Restricted Cash
Restricted cash primarily includes amounts held by a bank as security for letters of credit issued due to lease requirements for office space. The letters of credit are expected to be renewed within the next twelve months, and as such, the restricted cash is classified as a current asset on the Consolidated Balance Sheets.

Investments and Unconsolidated Affiliates
We hold various investments, including investments in marketable securities, non-marketable securities and partnership interests in private equity funds, joint ventures and other similar entities.
The equity method of accounting is used for investments in entities, partnerships and similar interests (including investments in private equity funds where we are a limited partner and hold a greater than 5 % partnership interest in the fund) in which we have significant influence but do not control. Under the equity method, we recognize income or losses from our pro-rata share of these unconsolidated affiliates’ net income or loss, which changes the carrying value of the investment of the unconsolidated affiliate. When recording income or losses related to our investment in Orbit Private Investments L.P., we consistently apply a three-month lag period based on when financial information is received. We will adjust for any known significant changes from the lag period to our reporting date.
We measure equity investments in marketable securities, seed capital investments and other investments, other than those accounted for under the equity method of accounting or those that result in consolidation of the investee, at fair value, with changes in the fair value recognized in earnings. We use net asset value as a practical expedient for the fair value of partnership interests in private equity funds that are not accounted for under the equity method of accounting.
Investments in non-marketable equity securities that do not have readily determinable fair values and do not qualify for the practical expedient to measure the investment using a net asset value per share are recorded using the measurement alternative in ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities . These investments are recorded at cost, less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. At each reporting period, we assess if these investments continue to qualify for this measurement alternative. Impairment is recorded when there is evidence that the expected fair value of the investment has declined to below the recorded cost.
We have certain investments in unconsolidated affiliates accounted for under the equity method of accounting in which our carrying value exceeds our proportionate share of net assets of the unconsolidated affiliate. The total investment in unconsolidated affiliates, including basis differences, is included in unconsolidated affiliates on the Consolidated Balance Sheet. We record our proportionate share of the results of the unconsolidated affiliates and amortization expense related to basis differences in equity in earnings of unconsolidated affiliates, net on the Consolidated Statements of Comprehensive Income.

Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets as follows:

Description

 

Useful Life

Land

 

–

Buildings

 

40  years

Building improvements

 

Shorter of 40 years or remaining life of the building

Equipment and software

 

3 - 5  years

Furniture and fixtures

 

7 - 10  years

Leasehold improvements

 

Shorter of lease term or estimated useful life

Maintenance and repairs are expensed as incurred. The costs of sold or retired assets are removed from the related asset and accumulated depreciation accounts and any gain or loss is included in the Consolidated Statements of Comprehensive Income.

Leases
We account for our leases in accordance with ASC 842. We determine if our contractual agreements contain a lease at inception. A lease is identified when a contract allows us the right to control an identified asset for a period of time in exchange for consideration. Our lease agreements consist primarily of operating leases for office space.

66
 

 

Our operating leases are included on the Consolidated Balance Sheets as operating lease right-of-use assets and operating lease liabilities, under ASC 842. An operating lease right-of-use asset represents our right to use an underlying asset over the term of a lease while an operating lease liability represents our obligation to make lease payments arising from the lease. Operating lease liabilities are recognized at the commencement date at the present value of the base minimum rent payments. As most of our leases do not provide an implicit rate, we use our estimated secured incremental borrowing rate within each of the significant geographic regions in which we operate based on the information available at lease commencement date in determining the present value of lease payments.
Our lease agreements typically do not contain variable lease payments, residual value guarantees or restrictive covenants. Many of our leases include the option to renew, however we do not believe it is reasonably certain that we will exercise the options as each individual lease is evaluated and further negotiated prior to the end of the current lease terms.
Generally, our lease agreements include required separate payments for non-lease components (e.g. payments for common area maintenance, real estate taxes and/or utilities) which are expensed as incurred. We do have certain lease agreements that contain bundled minimum payments for lease components (e.g., payments for rent) and non-lease components. In these situations, we have applied the practical expedient available under ASC 842 to not separate the lease and non-lease components for purposes of the right-of-use asset and lease payment obligation calculations.

Goodwill and Intangible Assets
We test goodwill annually for impairment as of December 31 st (and in interim periods if certain events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount). We have completed the required impairment tests for goodwill and have determined that no impairment existed as of December 31, 2025 or 2024 . As of December 31, 2025 and 2024 , we have two reporting units, one is our health business and the other includes the rest of our operations. Our impairment analysis indicated that the fair value significantly exceeded the carrying value of each of our reporting units as of December 31, 2025 and 2024 . We measure the fair value of our reporting units utilizing the income approach. Significant judgment is required to determine appropriate revenue growth rates and to estimate the fair value of our reporting units. There were no other indefinite-lived intangible assets as of December 31, 2025 or 2024.

Customer relationships, completed technology and trade names are amortized over lives ranging from six to 20 years . Completed technology and customer relationships are amortized each year based on the ratio that the projected cash flo ws for the intangible assets bear to the total of current and expected future cash flows for the intangible asset. Trade names are amortized on a straight-line basis.
Impairment of Long-Lived Assets
We evaluate the recoverability of our long-lived assets when there is evidence that events or changes in circumstances have made recovery of the carrying value of the asset or asset group unlikely. An impairment loss would be recognized when the sum of the expected future undiscounted net cash flows is less than the carrying amount of the asset or asset group. We have identified no such impairment losses in the years ended December 31, 2025 and 2024.
Long-lived assets that are held for sale are evaluated for possible impairment by comparing the carrying value of the asset with its fair value less the cost to sell. If the net book value exceeds the fair value less cost to sell, the asset is considered impaired and adjusted to the lower value.

Concentration of Credit Risk
Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash, cash equivalents, marketable securities and trade receivables. We have cash investment policies that limit investments to investment grade securities. Concentrations of credit risk, with respect to trade receivables, are limited due to the fact that our client base is highly diversified. As of December 31, 2025 and 2024 , we had no significant concentrations of credit.

International Operations and Foreign Currency
The functional currency of each foreign subsidiary is generally the local currency. Accordingly, assets and liabilities of foreign subsidiaries are translated to U.S. dollars at period-end exchange rates, and capital stock accounts are translated at historical rates. Revenues and expenses are translated using the average rates during the period. The resulting translation adjustments are excluded from net earnings and accumulated as a separate component of stockholders’ equity. Foreign currency transaction gains and losses are included within other (expense) income, net in the Consolidated Statements of Comprehensive Income in the periods in which they occur.

67
 

 

Comprehensive Income
Our comprehensive income consists of net income, foreign currency translation adjustments and defined benefit pension plans, which are presented in the Consolidated Statements of Comprehensive Income, net of tax and reclassifications to earnings. The accumulated balance of other comprehensive income is reported separately from retained earnings and additional paid-in capital in the stockholders’ equity section of the Consolidated Balance Sheets. Total comprehensive income consists of net income and other accumulated comprehensive income disclosed in the equity section of the Consolidated Balance Sheets.

Treasury Stock
Treasury stock purchases are accounted for under the cost method and are included as a deduction from equity in the stockholders’ equity section of the Consolidated Balance Sheets. Under the cost method, the price paid for the stock, including any taxes associated with the purchase of the stock, is charged to the treasury stock account. We use the average cost method to reduce the value of the treasury stock account if treasury stock is re-issued.

Contingencies
Loss contingencies from legal proceedings and claims may occur from government investigations, shareholder lawsuits, contractual claims, tax and other matters. Accruals are recognized when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. Gain contingencies are not recognized until realized. Legal fees are expensed as incurred.

Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740) . The standard requires more enhanced disclosures specifically related to effective tax rate reconciliation and income taxes paid. We adopted the standard in our consolidated financial statements on a prospective basis for the year ending December 31, 2025. See Note 17 Income Taxes in the accompanying notes to the consolidated financial statements for further detail.

Recent Account ing Pronouncements Not Yet Effective
In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets . This standard provides all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025 and interim periods within those fiscal years, with early adoption permitted. We do not expect the standard to have a material impact on our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard requires enhanced disclosures specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, on a prospective basis with early adoption permitted. We are currently evaluating the potential impact the standard will have on our disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software , to modernize the accounting guidance for internal-use software costs. The standard removes all references to software development project stages and instead requires capitalization when (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2025-06.

 

68
 

 

Note 3—Accounts Receivable, net
Accounts receivable are as follows (in millions):

 

 

December 31,

 

 

 

2025

 

 

2024

 

Accounts receivable

 

$

700.8

 

 

$

676.8

 

Unbilled accounts receivable

 

 

312.8

 

 

 

256.8

 

Allowance for credit losses

 

 

( 34.9

)

 

 

( 31.6

)

Total accounts receivable, net

 

$

978.7

 

 

$

902.0

 

The following table represents the activity for the allowance for credit losses (in millions):

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Balance at beginning of period

 

$

31.6

 

 

$

25.1

 

 

$

21.7

 

Charge to costs and expenses

 

 

18.6

 

 

 

15.4

 

 

 

11.4

 

Write-offs, net of recoveries

 

 

( 14.8

)

 

 

( 8.7

)

 

 

( 9.2

)

Foreign currency impact

 

 

( 0.5

)

 

 

( 0.2

)

 

 

1.2

 

Balance at end of period

 

$

34.9

 

 

$

31.6

 

 

$

25.1

 

Management establishes the allowance for credit losses accounts based on historical bad debt experience. In addition, management analyzes client accounts, client concentrations, client creditworthiness, current economic trends and changes in client payment terms when evaluating the adequacy of the allowance for credit losses.

Note 4—Property, Plant and Equipment, net
Property, plant and equipment and the related accumulated depreciation are as follows (in millions):

 

 

December 31,

 

 

 

2025

 

 

2024

 

Land

 

$

25.1

 

 

$

36.7

 

Building and improvements

 

 

223.5

 

 

 

256.6

 

Equipment, furniture, and fixtures

 

 

506.2

 

 

 

487.2

 

 

 

 

754.8

 

 

 

780.5

 

Less: accumulated depreciation

 

 

( 465.3

)

 

 

( 480.9

)

Total property, plant and equipment, net

 

$

289.5

 

 

$

299.6

 

Depreciation expense for the years ended December 31, 2025, 2024 and 2023 was $ 71.2 million, $ 73.5 million and $ 73.8 million, respectively.
Unpaid property, plant and equipment additions of $ 23.7 million and $ 3.6 million are included in accounts payable and other accrued expenses as of December 31, 2025 and 2024, respectively, in our consolidated balance sheet.
During the year ended December 31, 2025 we sold building and improvements for proceeds of $ 12.0 million resulting in a loss of $ 33.3 million recorded as other (expense) income in the Consolidated Statement of Comprehensive Income.

Note 5—Leases
Our total operating lease costs wer e $ 57.5 mill ion, $ 58.0 million and $ 66.6 million during the years ended December 31, 2025, 2024 and 2023, respectively. Cash paid for amounts included in operating lease liabilities was $ 56.9 m illion, $ 60.7 million and $ 69.3 million during the years ended December 31, 2025, 2024 and 2023, respectively, and is included in operating cash flows. Total right-of-use assets obtained in exchange for operating lease liabilities wa s $ 82.5 millio n and $ 26.9 million for the years ended December 31, 2025 and 2024, respectively. Our weighted-average remaining lease term and weighted-average discount rates as of December 31, 2025 we re 6.3 years and 5.6 %, re spectively. Our weighted-average remaining lease term and weighted-average discount rates as of December 31, 2024 were 6.3 years and 5.3 %, respectively.

69
 

 

Lease liabilities as of December 31, 2025 are as follows (in millions):

Maturity of Lease Liabilities

 

 

 

2026

 

$

60.4

 

2027

 

 

51.7

 

2028

 

 

48.0

 

2029

 

 

42.1

 

2030

 

 

37.2

 

Thereafter

 

 

72.3

 

Total lease payments

 

$

311.7

 

Less: interest

 

 

( 51.1

)

Present value of lease liabilities

 

$

260.6

 

We have certain lease agreements with our unconsolidated real estate joint ventures. We recognized operating lease expense of $ 1.3 m illion in each of the years ended December 31, 2025, 2024 and 2023, related to these lease agreements.
We have certain sublease agreements in place with third parties to lease portions of our office space. In addition, we serve as a lessor in other lease agreements for real estate and storage facilities. Total gross sublease and other rental income recognized for the years ended December 31, 2025, 2024 and 2023 was approximately $ 10.1 million, $ 7.3 million and $ 6.3 million, respectively.
Lease payments to be received as of December 31, 2025 are as follows (in millions):

Lease Payments to be Received

 

 

 

2026

 

$

9.6

 

2027

 

 

7.4

 

2028

 

 

6.6

 

2029

 

 

5.1

 

2030

 

 

4.8

 

Thereafter

 

 

7.7

 

Total lease payments

 

$

41.2

 

 
Note 6—Investments
Investments are as follows (in millions):

 

 

December 31,

 

 

 

2025

 

 

2024

 

Non-marketable equity securities

 

$

124.1

 

 

$

124.1

 

Seed capital investments

 

 

26.4

 

 

 

23.1

 

Marketable equity securities

 

 

19.6

 

 

 

21.6

 

Partnership interests in private equity funds

 

 

4.3

 

 

 

8.6

 

Total investments

 

$

174.4

 

 

$

177.4

 

Realized and unrealized gains and losses for our equity securities are as follows (in millions):

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Unrealized (losses) gains on equity securities held as of the end of the period

 

$

( 3.3

)

 

$

2.6

 

 

$

2.9

 

Realized gains for equity securities sold during the period

 

 

-

 

 

 

0.3

 

 

 

0.7

 

Total (losses) gains recognized in other (expense) income, net

 

$

( 3.3

)

 

$

2.9

 

 

$

3.6

 

 

70
 

 

Fair Value Measurement
Authoritative accounting guidance on fair value measurements establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.
As of December 31, 2025 and 2024, we held certain investment assets and certain liabilities that are required to be measured at fair value on a recurring basis. These investments include money market funds, marketable equity securities and seed capital investments, each of which determines fair value using quoted prices in active markets. Accordingly, the fair value measurements of these investments have been classified as Level 1 in the tables below. Investments for which we elected net asset value as a practical expedient for fair value and investments measured using the fair value measurement alternative are excluded from the table below. Fair value for deferred compensation liabilities that are credited with deemed gains or losses of the underlying hypothetical investments, primarily equity securities, have been classified as Level 1 in the tables below. The fair values of cash, accounts receivable, net, short-term borrowings, and accounts payable approximate the carrying amounts due to the short-term maturities of these instruments.
The following tables present assets and liabilities measured at fair value on a recurring basis (in millions):

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

 

 

December 31, 2025

 

 

Quoted prices in Active Markets for Identical Assets (Level 1)

 

 

Significant Other Observable Inputs (Level 2)

 

 

Significant Unobservable Inputs (Level 3)

 

Money market funds (1)

 

$

2,759.2

 

 

$

2,759.2

 

 

$

—

 

 

$

—

 

Seed capital investments (2)

 

 

26.4

 

 

 

26.4

 

 

 

—

 

 

 

—

 

Marketable equity securities (2)

 

 

19.6

 

 

 

19.6

 

 

 

—

 

 

 

—

 

Deferred compensation liabilities (3)

 

 

( 9.4

)

 

 

( 9.4

)

 

 

—

 

 

 

—

 

Total

 

$

2,795.8

 

 

$

2,795.8

 

 

$

—

 

 

$

—

 

 
 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

 

 

December 31, 2024

 

 

Quoted prices in Active Markets for Identical Assets (Level 1)

 

 

Significant Other Observable Inputs (Level 2)

 

 

Significant Unobservable Inputs (Level 3)

 

Money market funds (1)

 

$

2,637.5

 

 

$

2,637.5

 

 

$

—

 

 

$

—

 

Seed capital investments (2)

 

 

23.1

 

 

 

23.1

 

 

 

—

 

 

 

—

 

Marketable equity securities (2)

 

 

21.6

 

 

 

21.6

 

 

 

—

 

 

 

—

 

Deferred compensation liabilities (3)

 

 

( 11.5

)

 

 

( 11.5

)

 

 

—

 

 

 

—

 

Total

 

$

2,670.7

 

 

$

2,670.7

 

 

$

—

 

 

$

—

 

_____________________________________________________
(1) As of December 31, 2025, included $ 76.6 million of cash and cash equivalents, $ 1.3 million of restricted cash and cash equivalents and $ 2,681.3 million of funds receivable and funds held on behalf of clients on the Consolidated Balance Sheet. As of December 31, 2024, included $ 184.2 million of cash and cash equivalents, $ 2.5 million of restricted cash and cash equivalents and $ 2,450.8 million of funds receivable and funds held on behalf of clients on the Consolidated Balance Sheet.

(2) Included in investments on the Consolidated Balance Sheet.

(3) Included in other long-term liabilities on the Consolidated Balance Sheet.

 
During the year ended December 31, 2024, we redeemed $ 3.6 million of our seed capital investments.
In February 2020, we entered into a Series A Convertible Share Purchase Agreement with SILAC, Inc. (“SILAC”), pursuant to which we acquired 40 million shares of Series A convertible preferred stock of SILAC for a purchase price of $ 40 million. The investment is classified as a non-marketable equity security without a readily determinable fair value. Mr. William C. Stone, our Chairman of the Board of Directors and Chief Executive Officer, has an economic interest in SILAC and is a member of its board of

71
 

 

directors. Accordingly, SILAC is considered a related party. In each of the years ended December 31, 2025, 2024 and 2023, we received a preferred stock dividend from SILAC of $ 8.0 million which is recorded in other (expense) income, net on our Consolidated Statements of Comprehensive Income.
We have partnership interests in various private equity funds that are not included in the table above. Our investments in private equity funds were $ 4.3 million and $ 8.6 million at December 31, 2025 and 2024 , respectively, of which $ 3.1 million and $ 7.3 million, respectively, were measured using net asset value as a practical expedient for fair value and $ 1.2 million and $ 1.3 million, respectively, were accounted for under the equity method of accounting. The investments in private equity funds represent underlying investments in domestic and international markets across various industry sectors.
Generally, our investments in private equity funds are non-transferable or are subject to long holding periods, and withdrawals from the private equity firm partnerships are typically not permitted. The maximum risk of loss related to our private equity fund investments is limited to the carrying value of our investments in the entities.
We add new investment products such as mutual funds and exchange traded funds, through our subsidiary, ALPS Advisors, from time to time by providing the initial cash investments as seed capital.

Note 7—Unconsolidated Affiliates
Investments in unconsolidated affiliates are as follows (in millions):

 

 

 

 

December 31, 2025

 

 

December 31, 2024

 

 

 

Ownership Percentage (1)

 

Carrying Value

 

 

Excess carrying value of investment over proportionate share of net assets

 

 

Carrying Value

 

 

Excess carrying value of investment over proportionate share of net assets

 

Orbit Private Investments L.P.

 

9.8 %

 

$

202.9

 

 

$

—

 

 

$

203.9

 

 

$

—

 

Broadway Square Partners, LLP

 

50.0 %

 

 

51.2

 

 

 

27.8

 

 

 

52.2

 

 

 

28.6

 

International Financial Data Services L.P.

 

50.0 %

 

 

41.4

 

 

 

24.6

 

 

 

60.2

 

 

 

28.0

 

Pershing Road Development Company, LLC

 

50.0 %

 

 

10.3

 

 

 

50.6

 

 

 

10.1

 

 

 

53.0

 

Other unconsolidated affiliates

 

 

 

 

1.9

 

 

 

—

 

 

 

2.0

 

 

 

—

 

Total

 

 

 

$

307.7

 

 

$

103.0

 

 

$

328.4

 

 

$

109.6

 

(1) Ownership percentage is as of December 31, 2025 and December 31, 2024 .

Investments in unconsolidated affiliates are accounted for under the equity method of accounting. The total investment in unconsolidated affiliates, including basis differences, is included in unconsolidated affiliates on the Consolidated Balance Sheets. We record our proportionate share of the results of the unconsolidated affiliates and amortization expense related to basis differences in equity in earnings of unconsolidated affiliates, net on the Consolidated Statements of Comprehensive Income.
Equity in earnings of unconsolidated affiliates is as follows (in millions):

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Orbit Private Investments L.P.

 

$

( 10.6

)

 

$

19.1

 

 

$

96.3

 

Broadway Square Partners, LLP

 

 

( 1.0

)

 

 

( 1.1

)

 

 

( 0.4

)

International Financial Data Services L.P.

 

 

2.5

 

 

 

5.2

 

 

 

3.8

 

Pershing Road Development Company, LLC

 

 

0.1

 

 

 

0.1

 

 

 

( 0.6

)

Other unconsolidated affiliates

 

 

( 0.3

)

 

 

1.1

 

 

 

0.9

 

Total

 

$

( 9.3

)

 

$

24.4

 

 

$

100.0

 

We have a 9.8 % ownership interest in Orbit Private Investments L.P. (“Orbit Private Investments”), which is a provider of shareholder and pension technology. International Financial Data Services L.P. (“IFDS L.P.”) is a 50 % owned joint venture with State Street Corporation with operations in Canada. P ershing Road Development Company, LLC (“PRDC LLC”) is a 50 % owned special-purpose entity formed to develop and lease office space to the U.S. government. Broadway Square Partners, LLP (“Broadway

72
 

 

Square Partners”) is a 50 % owned real estate joint venture formed to purchase, finance and engage in leasing activities with us and unrelated third parties. The difference between the amount at which each of IFDS L.P., PRDC LLC and Broadway Square Partners is carried and the amount of underlying equity in net assets, will be amortized as a component of equity in earnings of unconsolidated affilia tes over approximately 15 years, 28 years and 40 years, respectively.
The following tables summarize related party transactions and balances outstanding with our related parties, which is primarily comprised of transactions with our unconsolidated affiliates (in millions):

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Operating revenues from related parties

 

$

66.4

 

 

$

59.2

 

 

$

60.5

 

Amounts paid to related parties (1)

 

 

38.0

 

 

 

48.4

 

 

 

46.3

 

Distributions received from related parties, net

 

 

23.1

 

 

 

38.4

 

 

 

20.9

 

 

 

 

December 31,

 

 

 

2025

 

 

2024

 

Outstanding advances/loans to related parties

 

$

1.9

 

 

$

1.9

 

Trade accounts receivable from related parties

 

 

11.1

 

 

 

10.0

 

Total amounts receivable from related parties

 

$

13.0

 

 

$

11.9

 

 

 

 

 

 

 

 

Amounts payable to related parties

 

$

0.6

 

 

$

2.5

 

(1) Excludes amounts paid to our unconsolidated joint ventures related to loans, advancements and other capital investments.

Operating revenues from related parties were primarily generated from services provided for the use of our proprietary software and software development services. Payments to our related parties include transfer agency subcontracting services performed by IFDS L.P. and payments to other unconsolidated real estate joint ventures for rent and other facility costs.
During the year ended December 31, 2025, we invested $ 9.7 million in Orbit Private Investment L.P. and received a distribution of net assets of $ 21.6 million from IFDS L.P. During the year ended December 31, 2024, we received a distribution of $ 26.9 million from Orbit Private Investments L.P. which reduced our investment in the affiliate. We recorded the distribution as a $ 2.4 million operating cash inflow and a $ 24.5 million investing cash inflow in our consolidated statements of cash flows due to the nature of the distribution. For the years ended December 31, 2024 and 2023, distributions received includes $ 10.5 million and $ 22.5 million, respectively, return on investment related to our investments in IFDS L.P. and the Kansas City Downtown Hotel Group, L.L.C.

Note 8—Acquisitions
2025 Acquisitions
Calastone
On October 14, 2025, we purchased all of the outstanding stock of Colossus Topco Limited, the parent company of Calastone Limited and its subsidiaries (collectively “Calastone”) for approximately $ 1.03 billion in cash, plus the costs of effecting the transaction. We financed the acquisition by entering into an Incremental Joinder to our existing amended and restated credit agreement, dated as of April 16, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Calastone is the largest global funds network and leading provider of technology solutions to the wealth and asset management industries, and was acquired in order to expand our global fund operations offerings.
The net assets and results of operations of Calastone have been included in our Consolidated Financial Statements from October 14, 2025. The fair value of the acquired receivables represents the contractual value net of the allowance for potentially uncollectible accounts. The preliminary fair value of the intangible assets, consisting of customer relationships, completed technology and trade names, was determined using the income approach. Specifically, the excess earnings method was utilized for the customer relationships intangible asset and the relief-from-royalty method was utilized for the completed technology intangible asset. Significant assumptions used in the determination of fair value for customer relationships were forecasted revenues, EBITDA margins, attrition rate and discount rate. Significant assumptions used in the determination of fair value for completed technology were forecasted revenues and royalty rate. The intangible assets will be amortized each year based on the ratio that the projected cash flows for the intangible assets bear to the total of current and expected future cash flows for the intangible assets. The customer relationships, completed technology and trade names are expected to be amortized over approximately twent y , nine and eleven years ,

73
 

 

respectively, in each case the estimated life of the assets. The remainder of the purchase price was allocated to goodwill, a portion of which is not tax deductible.
The Consolidated Statements of Comprehensive Income for the year ended December 31, 2025 includes $ 28.6 million in revenues from Calastone’s operations.
2024 Acquisitions
Battea-Class Action Services, LLC
On September 27, 2024, we purchased all of the outstanding stock of Battea-Class Action Services, LLC (“Battea”) for approximately $ 671 million in cash, plus the costs of effecting the transaction. We financed the acquisition in part by entering into an Incremental Joinder to our existing amended and restated credit agreement, dated as of April 16, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Battea is a market-leading provider of securities class action claims and settlement recovery services.
The net assets and results of operations of Battea have been included in our Consolidated Financial Statements from September 27, 2024. The fair value of the acquired receivables represents the contractual value net of the allowance for potentially uncollectible accounts. The fair value of the intangible assets, consisting of customer relationships, completed technology and trade names, was determined using the income approach. Specifically, the excess earnings method was utilized for customer relationships and the relief-from-royalty method was utilized for completed technology. The significant assumption used in the determination of fair value for customer relationships and completed technology was projected future revenues. The intangible assets will be amortized each year based on the ratio that the projected cash flows for the intangible assets bear to the total of current and expected future cash flows for the intangible assets. The customer relationships, completed technology and trade names are expected to be amortized over approximately thirteen , ten and thirteen years , respectively, in each case the estimated life of the assets. The remainder of the purchase price was allocated to goodwill, a portion of which is tax deductible.
The Consolidated Statements of Comprehensive Income for the year ended December 31, 2024 included $ 21.1 million in revenues from Battea’s operations.
The following summarizes the allocation of the purchase price for the 2025 acquisition of Calastone, which is preliminary, and the 2024 acquisition of Battea (in millions):

 

 

Calastone

 

 

Battea

 

Accounts receivable

 

$

19.8

 

 

$

40.3

 

Property, plant and equipment

 

 

0.6

 

 

 

1.9

 

Other assets

 

 

7.0

 

 

 

3.0

 

Funds receivable and funds held on behalf of clients

 

 

—

 

 

 

284.8

 

Operating lease right-of-use assets

 

 

—

 

 

 

1.2

 

Customer relationships

 

 

435.8

 

 

 

246.6

 

Completed technology

 

 

109.2

 

 

 

121.8

 

Trade names

 

 

14.7

 

 

 

7.8

 

Goodwill

 

 

577.6

 

 

 

325.7

 

Accounts payable

 

 

( 2.6

)

 

 

—

 

Accrued employee compensation and other liabilities

 

 

( 9.5

)

 

 

( 68.8

)

Deferred revenue

 

 

( 0.6

)

 

 

 

Deferred income taxes

 

 

( 120.6

)

 

 

( 33.9

)

Client funds obligations

 

 

—

 

 

 

( 284.8

)

Consideration paid, net of cash acquired

 

$

1,031.4

 

 

$

645.6

 

Additionally, we acquired FPS Trust Company (“FPS Trust”) in February 2025 for approximately $ 6.0 million and Curo Fund Services (“Curo”) in November 2025 for approximately $ 16.0 million, less cash acquired.
The goodwill associated with each of the transactions above is a result of combining the operations of businesses acquired with us and intangible assets that do not qualify for separate recognition, such as an assembled workforce.
The following unaudited pro forma condensed consolidated r esults of operations are provided for illustrative purposes only and assume that the acquisitions of FPS Trust, Calastone and Curo occurred on January 1, 2024 and the acquisition of Battea occurred on

74
 

 

January 1, 2023, after giving effect to certain adjustments, including amortization of intangibles, interest, transaction costs and tax effects. This unaudited pro forma information (in millions) should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had actually occurred on those dates, nor of the results that may be obtained in the future.

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Total Revenues

 

$

6,397.6

 

 

$

6,047.8

 

 

$

5,597.7

 

Net income attributable to SS&C common stockholders

 

$

731.1

 

 

$

618.8

 

 

$

592.7

 

 

 
Note 9—Goodwill and Intangible Assets
The following table summarizes changes in goodwill (in millions):

Balance at December 31, 2023

 

$

8,969.5

 

Acquisitions completed in the current year

 

 

325.7

 

Adjustments to prior acquisitions

 

 

0.8

 

Effect of foreign currency translation

 

 

( 77.9

)

Balance at December 31, 2024

 

$

9,218.1

 

Acquisitions completed in the current year

 

 

589.2

 

Adjustments to prior acquisitions

 

 

( 0.1

)

Effect of foreign currency translation

 

 

184.1

 

Balance at December 31, 2025

 

$

9,991.3

 

A summary of the components of intangible assets is as follows (in millions):

 

 

December 31,

 

 

 

2025

 

 

2024

 

 

 

Gross Amount

 

Accumulated Amortization

 

Net Amount

 

 

Gross Amount

 

Accumulated Amortization

 

Net Amount

 

Customer relationships

 

$

5,791.5

 

$

( 3,186.6

)

$

2,604.9

 

 

$

5,280.2

 

$

( 2,796.1

)

$

2,484.1

 

Completed technology

 

 

1,851.7

 

 

( 1,328.2

)

 

523.5

 

 

 

1,746.4

 

 

( 1,210.1

)

 

536.3

 

Trade names

 

 

304.2

 

 

( 194.8

)

 

109.4

 

 

 

285.4

 

 

( 174.6

)

 

110.8

 

Total intangible assets

 

$

7,947.4

 

$

( 4,709.6

)

$

3,237.8

 

 

$

7,312.0

 

$

( 4,180.8

)

$

3,131.2

 

Total estimated amortization expense, related to intangible assets, for each of the next five years and thereafter, as of December 31, 2025, is expected to approximate (in millions):

Year Ending December 31,

 

 

 

2026

 

$

489.1

 

2027

 

 

481.2

 

2028

 

 

405.3

 

2029

 

 

369.0

 

2030

 

 

336.8

 

Thereafter

 

 

1,156.4

 

Total

 

$

3,237.8

 

Amortization expense associated with customer relationships, completed technology and other amortizable intangible assets was $ 483.9 million, $ 482.2 million and $ 505.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Net capitalized software costs of $ 505.2 million and $ 390.4 million are included in the December 31, 2025 and 2024 Consolidated Balance Sheets, respectively, under “Intangible and other assets”. Accumulated amortization related to capitalized software costs totaled $ 577.5 million and $ 422.8 million as of December 31, 2025 and 2024, respectively.

75
 

 

Amortization expense related to capitalized software development costs was $ 148.7 million, $ 124.4 million and $ 91.3 million for each of the years ended December 31, 2025, 2024, and 2023 , respectively.

Note 10—Debt
At December 31, 2025 and 2024, debt consisted of the following (in millions):

 

 

December 31,

 

 

 

2025

 

 

2024

 

Senior secured credit facilities, weighted-average interest rate of 5.63 % and 6.26 %, respectively

 

$

4,716.9

 

 

$

4,295.0

 

5.5 % senior notes due 2027

 

 

2,000.0

 

 

 

2,000.0

 

6.5 % senior notes due 2032

 

 

750.0

 

 

 

750.0

 

Unamortized original issue discount and debt issuance costs

 

$

( 33.5

)

 

 

( 35.4

)

 

 

 

7,433.4

 

 

 

7,009.6

 

Less: current portion of long-term debt

 

 

25.0

 

 

 

20.0

 

Long-term debt

 

$

7,408.4

 

 

$

6,989.6

 

The table below provides a summary of the key terms of our Senior Secured Credit Facilities and Senior Notes:

 

 

Amount Outstanding
at December 31, 2025

 

 

Maturity

 

Scheduled Quarterly

 

 

(in millions)

 

 

Date

 

Payments Required

Senior Secured Credit Facilities

 

 

 

 

 

 

 

Term B-8 Loans

 

$

3,941.9

 

 

May 9, 2031

 

( 1 )

Term A-9 Loans

 

 

775.0

 

 

September 27, 2029  (2)

 

0.625 % (3)

Revolving Credit Facility (4)

 

 

—

 

 

December 28, 2027

 

None

5.5 % Senior Notes

 

 

2,000.0

 

 

September 30, 2027

 

None

6.5 % Senior Notes

 

 

750.0

 

 

June 1, 2032

 

None

(1) Per the September 2024 Incremental Joinder, scheduled quarterly payments of 0.25 % are required. We have made all required scheduled payments on our Term B-8 Loans and do not have any principal payments due until maturity.

(2) The Term A-9 Loans will mature on the earlier to occur of (1) September 27, 2029 or (2) 91 days prior to the maturity of (x) the 5.5 % Senior Notes if more than $ 150.0 million aggregate principal amount remains outstanding on the 91 st day prior to such maturity or (y) the Revolving Credit Facility if more than $ 150.0 million aggregate principal amount of commitments remain outstanding on the 91 st day prior to such maturity, whichever of (x) or (y) comes first.

(3) Scheduled quarterly payment required for the first eight fiscal quarters commencing with the fiscal quarter ending December 31, 2024. The scheduled quarterly payment will increase to 1.250 % as of December 31, 2026 and for each quarter thereafter until the maturity date of the Term A-9 Loans.

(4) The senior secured credit facility has a revolving credit facility available for borrowing by SS&C with $ 600.0 million in available commitments (“Revolving Credit Facility”), of which $ 593.7 million was available as of December 31, 2025 . The Revolving Credit Facility also contains a $ 75.0 million letter of credit sub-facility, of which $ 6.3 million was utilized as of December 31, 2025 .

Senior Secured Credit Facilities and Senior Notes
On April 16, 2018 , in connection with our acquisition of DST, we entered into an amended and restated credit agreement with SS&C Technologies, Inc. (“SS&C”), SS&C European Holdings SARL, an indirect wholly-owned subsidiary of SS&C (“SS&C SARL”) and SS&C Technologies Holdings Europe SARL, an indirect wholly-owned subsidiary of SS&C (“SS&C Tech SARL”) as the borrowers (“Credit Agreement”), which included Term B-3 and Term B-4 Loans. Also in 2018, we entered into amendments to the Credit Agreement in connection with our acquisitions of Eze and Intralinks, the Term B-5 Loan. On March 22, 2022, in connection with our acquisition of Blue Prism, we entered into an Incremental Joinder to the Credit Agreement with certain of our subsidiaries. Pursuant to the Incremental Joinder, a new $ 650.0 million senior secured incremental term loan B facility (“Term B-6 Loan”) and a new $ 880.0 million senior secured incremental term loan B facility (“Term B-7 Loan” and together with the Term B-6

76
 

 

Loan, the “Incremental Term Loans”) was made available to us, the proceeds of which were used to finance substantially all of the consideration for the acquisition of Blue Prism.
On March 28, 2019, we issued $ 2.0 billion aggregate principal amount of 5.5 % Senior Notes due 2027 (“5.5% Senior Notes”), the proceeds of which were used to repay a portion of the outstanding Term B-3 Loan under our Credit Agreement.
The Credit Agreement had a revolving credit facility with a five-year term available for borrowings by SS&C with $ 250.0 million in available commitments (“Revolving Credit Facility”). The Revolving Credit Facility also contained a $ 25 million letter of credit sub-facility. On December 28, 2022, we entered into an amendment (the “Revolving Facility Amendment”) to the Credit Agreement with certain of our subsidiaries. Pursuant to the Revolving Facility Amendment, the Revolving Credit Facility was amended to: (i) extend the maturity date to December 28, 2027, (ii) amend the interest rate provisions to replace LIBOR with Term SOFR as the interest rate benchmark, (iii) increase the aggregate commitments from $ 250.0 million to $ 600.0 million, (iv) increase the letter of credit sub-facility from $ 25.0 million to $ 75.0 million and (v) make certain other revisions fully set forth in the Revolving Facility Amendment.
On May 9, 2024, we entered into the Incremental Joinder & First Amendment to Credit Agreement (the “Amendment”) which amended our Credit Agreement. Pursuant to the Amendment, we borrowed $ 3,935.0 million in aggregate principal amount of incremental term B-8 loans (the “Term B-8 Loans”). The Term B-8 Loans bear interest at, at our option, the Base Rate (as defined in the Amendment), plus 1.00% per annum, or the Term SOFR Rate (as defined in the Amendment), plus 2.00% per annum.
Also on May 9, 2024, we issued $ 750.0 million aggregate principal amount of 6.5 % Senior Notes due 2032 (the “6.5% Senior Notes”). The 6.5% Senior Notes are senior unsecured obligations and rank equal in right of payment with all of our existing and future senior indebtedness. The 6.5% Senior Notes are fully and unconditionally guaranteed, jointly and severally, by SS&C Holdings and all of its existing domestic restricted subsidiaries (other than SS&C Technologies) that guarantee our existing senior secured credit facilities and future domestic restricted subsidiaries that guarantee our existing senior secured credit facilities and certain other indebtedness. Interest on the 6.5% Senior Notes is payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2024.
The net proceeds of the Term B-8 Loans and from the sale of the 6.5 % Senior Notes were used to repay all amounts owed under the term B-3 loans, the term B-4 loans, the term B-5 loans, the term B-6 loans and the term B-7 loans (together, the “Existing Term Loans”) under the Credit Agreement, as well as to pay related fees and expenses.
On September 27, 2024, in connection with our acquisition of Battea, we entered into an Incremental Joinder to our Credit Agreement (the “September 2024 Incremental Joinder”). Pursuant to the September 2024 Incremental Joinder, we borrowed $ 800.0 million in aggregate principal amount of incremental term A-9 loans (“Term A-9 Loans”), the net proceeds of which were used to finance in part the acquisition of Battea, the payment of fees and expenses related thereto and for working capital and general corporate purposes. The Term A-9 Loans bear interest at, at our option, the Base Rate (as defined in the Incremental Joinder), plus 0.50% per annum, or the Term SOFR Rate (as defined in the Incremental Joinder), plus 1.50% per annum, in each case with two leverage-based adjustments that increase the interest rate margin by 0.25 % per annum if our consolidated net secured leverage ratio is greater than 3.50x and 4.25x, respectively, and one leverage-based adjustment that reduces the interest rate margin by 0.125 % per annum if our consolidated net secured leverage ratio is less than or equal to 2.50x.
On October 14, 2025, in connection with our acquisition of Calastone, we entered into an Incremental Joinder to our Credit Agreement (the “October 2025 Incremental Joinder”). Pursuant to the October 2025 Incremental Joinder, we borrowed $ 1,050.0 million in aggregate principal amount of incremental term B-8 loans (the “Incremental Term B-8 Loans”). The net proceeds of the Incremental B-8 Loans were used to finance the acquisition of Calastone, the payment of fees and expenses related thereto and for working capital and general corporate purposes. The Incremental Term B-8 Loans are a fungible increase to SS&C’s existing term B-8 Loans and have the same terms, maturity date, and interest.
 

77
 

 

Debt Terms
Our obligations under the Term B-8 Loans and Term A-9 Loans are guaranteed by our existing and future wholly-owned domestic restricted subsidiaries (subject to customary exceptions and limitations). The obligations of the loan parties under the amended senior secured credit facility are secured by substantially all of the assets of such persons (subject to customary exceptions and limitations), including a pledge of all of the capital stock of substantially all of the U.S. wholly-owned restricted subsidiaries of such persons (with customary exceptions and limitations) and 65 % of the capital stock of certain foreign restricted subsidiaries of such persons (with customary exceptions and limitations).
The amended senior secured credit facility includes negative covenants that, among other things and subject to certain thresholds and exceptions, limit our ability and the ability of our restricted subsidiaries to incur debt or liens, make investments (including in the form of loans and acquisitions), merge, liquidate or dissolve, sell property and assets, including capital stock of our subsidiaries, pay dividends on our capital stock or redeem, repurchase or retire our capital stock, alter the business we conduct, amend, prepay, redeem or purchase subordinated debt, or engage in transactions with our affiliates. The amended senior secured credit facility also contains customary representations and warranties, affirmative covenants and events of default, subject to customary thresholds and exceptions. In addition, the amended senior secured credit facility contains a financial covenant for the benefit of the Revolving Credit Facility requiring us to maintain a maximum consolidated net secured leverage ratio. The amended senior secured credit facility also contains a financial maintenance covenant for the benefit of the Term A-9 Loans that will require us to maintain a separate maximum consolidated net secured leverage ratio. In addition, under the amended senior secured credit facility, certain defaults under agreements governing other material indebtedness could result in an event of default under the amended senior secured credit facility, in which case the lenders could elect to accelerate payments under the amended senior secured credit facility and terminate any commitments they have to provide future borrowings. As of December 31, 2025, we were in compliance with all financial and non-financial covenants.
The 5.5 % Senior Notes are guaranteed, jointly and severally, by SS&C Holdings and all of its existing and future domestic restricted subsidiaries that guarantee our existing senior secured credit facilities or certain other indebtedness. The 5.5 % Senior Notes are unsecured senior obligations that are equal in right of payment to all of our existing and future senior unsecured indebtedness. Interest on the 5.5 % Senior Notes is payable on March 30 and September 30 of each year.
At any time after March 30, 2025, we may, at our option, redeem some or all of the 5.5 % Senior Notes, in whole or in part, at 100 % of the principal amount, plus accrued and unpaid interest to the redemption date.
At any time prior to June 1, 2027, we may, at our option, redeem some or all of the 6.5 % Senior Notes, in whole or in part, at a price equal to 100% of the principal amount of the 6.5 % Senior Notes, plus a “make-whole” premium, plus accrued and unpaid interest, if any, to, the date of redemption. On and after June 1, 2027, we may, at our option, redeem some or all of the 6.5 % Senior Notes, in whole or in part, at the redemption prices set forth in the following table, expressed as a percentage of the principal amount, plus accrued and unpaid interest to the redemption date:

Year

 

Price

 

On or after June 1, 2027

 

 

103.250

%

On or after June 1, 2028

 

 

101.625

%

June 1, 2029 and thereafter

 

 

100.000

%

We may also, from time to time in our sole discretion, purchase, redeem, or retire any outstanding 5.5 % Senior Notes and 6.5 % Senior Notes, through tender offers, in privately negotiated or open market transactions, or otherwise.
The indentures governing the 5.5 % Senior Notes and 6.5 % Senior Notes contain a number of covenants that restrict, subject to certain thresholds and exceptions, our ability and the ability of our domestic restricted subsidiaries to incur debt or liens, make certain investments, pay dividends, dispose of certain assets, or enter into transactions with its affiliates. Any event of default under the amended senior secured credit facility that leads to an acceleration of those amounts due also results in a default under the indenture governing each of the Senior Notes.

78
 

 

Debt Issuance Costs and Loss on Extinguishment of Debt
We evaluated the borrowing of our Term B-8 Loans and issuance of 6.5 % Senior Notes and the repayment of our Existing Term Loans in accordance with FASB Accounting Standards Codification 470-50, Debt Modifications and Extinguishments . We determined that the new debt borrowing and issuance and existing debt repayment were two independent transactions due to the fact that (i) no single investor held a significant concentration of both the old and the new debt, (ii) none of the old investors were included in negotiations with creditors about modifying the old debt, and (iii) all lenders were provided the same opportunity to participate in the new debt regardless of whether they were an existing lender. Consequently, the refinancing was accounted for as a debt extinguishment. As a result, the Existing Term Loans borrowing costs of $ 27.7 million were expensed and are included in Loss on extinguishment of debt in the Consolidated Statement of Comprehensive Income during the year ended December 31, 2024.
In connection with the May 2024 and September 2024 debt transactions, we capitalized an aggregate of $ 39.4 million during year ended December 31, 2024 in financing costs, which represent new third-party costs.
In connection with the October 2025 Incremental B-8 Loans, we capitalized an aggregate of $ 7.6 million during the year ended December 31, 2025 in financing costs, which represent new third-party costs.
We made addit ional principal payments prior to their scheduled maturity in 2025, 2024 and 2023, which resulted in a loss on extinguishment of debt of $ 3.3 million, $ 3.5 million and $ 2.1 million, respectively, due to the write-off of a portion of the unamortized capitalized financing fees and the unamortized original issue discount.
Fair Value of Debt
The carrying amounts and fair values of financial instruments are as follows (in millions):

 

 

December 31, 2025

 

 

December 31, 2024

 

 

 

Carrying

 

 

Fair

 

 

Carrying

 

 

Fair

 

 

 

Amount

 

 

Value

 

 

Amount

 

 

Value

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Senior secured credit facilities

 

$

4,690.7

 

 

$

4,755.5

 

 

$

4,268.6

 

 

$

4,315.6

 

5.5 % senior notes due 2027

 

 

1,998.8

 

 

 

2,004.4

 

 

 

1,998.1

 

 

 

1,984.2

 

6.5 % senior notes due 2032

 

 

743.9

 

 

 

781.5

 

 

 

742.9

 

 

 

758.0

 

The above fair values, which are Level 2 liabilities, were computed based on comparable quoted market prices.
Future Maturities of Debt
At December 31, 2025, annual maturities of long-term debt during the next five years and thereafter are as follows (in millions):

Year ending December 31,

 

 

 

2026

 

$

25.0

 

2027

 

 

2,040.0

 

2028

 

 

40.0

 

2029

 

 

670.0

 

2030

 

 

—

 

Thereafter

 

 

4,691.9

 

Total

 

$

7,466.9

 

 
Note 11—Stockholders’ Equity
Dividends
In 2025 , we paid a quarterly cash dividend of $ 0.25 per share of common stock in March and June and $ 0.27 per share of common stock in September and December, totaling $ 253.8 million. In 2024 , we paid a quarterly cash dividend of $ 0.24 per share of common stock in March and June and $ 0.25 per share of common stock in September and December, totaling $ 244.9 million In 2023 , we paid a quarterly cash dividend of $ 0.20 per share of common stock in March and June and $ 0.24 per share of common stock in September and December, totaling $ 220.9 million.

79
 

 

Stock Repurchase Program
In each of July 2023 and July 2024 our Board of Directors authorized a stock repurchase program which enabled us to repurchase up to $ 1 billion in the aggregate of our outstanding common stock. In May 2025, our Board of Directors authorized a stock repurchase program which enabled us to repurchase up to $ 1.5 billion in the aggregate of our outstanding common stock. Our authority to repurchase shares under the program continues until the one-year anniversary of the Board’s authorization, unless earlier terminated by the Board. During 2025, 2024 and 2023, we repu rchased 12.3 mil lion, 10.6 million and 8.4 million shares of common stock for approximately $ 1,037.5 million, $ 736.0 million and $ 474.1 million, respectively.
Other Comprehensive Loss
Accumulated other comprehensive loss balances, net of tax consists of the following (in millions):

Foreign Currency Translation

 

Defined Benefit Obligation

 

Accumulated Other Comprehensive Loss

 

Balance, December 31, 2023

 

$

( 424.5

)

 

$

( 1.8

)

 

$

( 426.3

)

Net current period other comprehensive (loss) income (1)

 

 

( 115.1

)

 

 

0.2

 

 

 

( 114.9

)

Balance, December 31, 2024

 

$

( 539.6

)

 

$

( 1.6

)

 

$

( 541.2

)

Net current period other comprehensive income (loss) (1)

 

 

255.6

 

 

 

( 8.6

)

 

 

247.0

 

Balance, December 31, 2025

 

$

( 284.0

)

 

$

( 10.2

)

 

$

( 294.2

)

(1) Amounts are reported net of tax. Tax effects were immaterial.

 
Note 12—Variable Interest Entity
On July 15, 2021 (the “Effective Date”), we entered into an agreement whereby we obtained an 80.2 % interest in DomaniRx, LLC (“DomaniRx”), a variable interest entity under GAAP. The purpose of DomaniRx is to develop a contemporary, cloud-native platform to support the operation of a full service pharmacy benefits manager. At formation, we contributed cash, a non-exclusive license of our claims processing platform known as RxNova and assigned a services agreement we have with one of the other parties in the agreement. The other parties contributed cash and other intangible assets at formation. We will perform development work, day-to-day management, services related to the fulfillment of the assigned services agreement and certain shared services under subcontract with DomaniRx in exchange for market-based fees.
In addition to the initial contributions, each member of the agreement is responsible for future additional cash capital contributions in accordance with each member’s ownership interest in DomaniRx at the time of the call. Our additional cash capital contribution is up to $ 240.6 million. We are then solely responsible for a further development cost overage of up to $ 100.0 million for no additional ownership interest.
We have the power to direct the majority of the activities of DomaniRx that most significantly impact its economic performance, the obligation to absorb losses and the right to receive benefits from DomaniRx. Accordingly, we determined that we are the primary beneficiary of DomaniRx and consolidate its results.
During the year ended December 31, 2024, the Board of DomaniRx authorized a mandatory additional capital contribution in accordance with each member’s ownership interest in DomaniRx in the amount of $ 75.0 million. Our cash capital contribution during the year ended December 31, 2024 was $ 60.2 million.
During the year ended December 31, 2025, the Board of DomaniRx authorized a distribution of funds in accordance with each member’s ownership interest in DomaniRx in the amount of $ 109.9 million. Of the total distribution, $ 21.8 million was distributed to the noncontrolling interests and we retained $ 88.1 million.

80
 

 

The carrying value of the assets and liabilities associated with DomaniRx included in the Consolidated Balance Sheets as of December 31, 2025 and 2024, which are limited for use in its operations and do not have recourse against our general credit or our senior secured credit facilities (in millions), are as follows:

 

 

December 31,

 

 

 

2025

 

2024

 

Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

28.4

 

$

155.2

 

Prepaid expenses and other current assets

 

 

0.5

 

 

0.9

 

Intangible assets

 

 

232.7

 

 

217.6

 

Other assets

 

 

12.0

 

 

2.4

 

Liabilities:

 

 

 

 

 

Other liabilities

 

 

1.1

 

 

1.1

 

 
Note 13—Revenue
Deferred revenues primarily represent unrecognized fees billed or collected for maintenance and professional services. Deferred revenues are recognized as (or when) we perform under the contract. Long-term deferred revenue of $ 42.1 million and $ 42.4 million, was included in other long-term liabilities as of December 31, 2025 and 2024, respectively, in our consolidated balance sheet. Deferred revenues are recorded on a net basis with contract assets at the contract level. Accordingly, as of December 31, 2025 and 2024, approximatel y $ 71.7 m il lion and $ 72.3 million, respectively, of deferred revenue is presented net within contract assets arising from t he same contracts. The amount of revenues recognized in the period that was included in the opening deferred revenues balance wa s $ 481.7 m illion for the year ended December 31, 2025.
As of December 31, 2025, revenue of approximat ely $ 1,051.5 million is expected to be recognized from remaining performance obligations for license, maintenance and related revenues, of which $ 547.9 million is expected to be recognized over the next twelve months and the remainder is expected to be recognized over a weighted average period of approximately two years .
Revenue Disaggregation
The following table disaggregates our revenues by geography (in millions):

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Americas

 

$

4,654.0

 

 

$

4,409.6

 

 

$

4,126.8

 

Europe, Middle East and Africa

 

 

1,274.2

 

 

 

1,166.6

 

 

 

1,096.2

 

Asia-Pacific

 

 

344.0

 

 

 

305.8

 

 

 

279.8

 

Total

 

$

6,272.2

 

 

$

5,882.0

 

 

$

5,502.8

 

Revenue recognized from customers in the United States was $ 4,208.1 million, $ 4,067.6 million and $ 3,804.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.
The following table disaggregates our revenues by source (in millions):

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Software-enabled services

 

$

5,211.1

 

 

$

4,840.3

 

 

$

4,488.3

 

Maintenance and term licenses

 

 

912.5

 

 

 

892.1

 

 

 

873.7

 

Professional services

 

 

103.8

 

 

 

97.0

 

 

 

110.2

 

Perpetual licenses

 

 

44.8

 

 

 

52.6

 

 

 

30.6

 

Total

 

$

6,272.2

 

 

$

5,882.0

 

 

$

5,502.8

 

 

81
 

 

Note 14—Stock-based Compensation
In March 2025, our Board of Directors adopted the Second Amended and Restated 2023 Stock Incentive Plan (the “Second A&R 2023 Plan”), which became effective in May 2025 upon stockholder approval. The Second A&R 2023 Plan was adopted to increase the shares available for equity by an additional 6.0 million shares. In April 2024, our Board of Directors adopted the Amended and Restated 2023 Stock Incentive Plan (the “Amended 2023 Plan”), which became effective in May 2024 upon stockholder approval. The Amended 2023 Plan was adopted to increase the shares available for equity by an additional 2.6 million shares. In March 2023, our Board of Directors adopted the 2023 Stock Incentive Plan (the “2023 Plan”), which became effective in May 2023 upon stockholder approval and replaced, on a prospective basis, the Second Amended and Restated 2014 Stock Incentive Plan. The 2023 Plan was adopted to increase the shares available for equity by an additional 11.5 million shares.
In March 2019, our Board of Directors adopted the Second Amended and Restated 2014 Stock Incentive Plan, which amended and restated our Amended and Restated 2014 Stock Incentive Plan (the “Amended 2014 Plan”) (together with the Amended 2014 Plan, the “2014 Plans”), which became effective in May 2019 upon stockholder approval. The 2014 Stock Option Plan authorized stock options to be granted for up to 6.0 million shares of our common stock. The Amended 2014 Plan was adopted with an initial share capacity of 24.0 million shares available for the grant of awards. The Amended 2014 Plan authorized the issuance of equity awards, including stock options, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) and allowed the class of participants to include non-employee directors. The Second Amended and Restated 2014 Stock Incentive Plan was adopted to increase the shares available for equity awards by an additional 34.0 million shares.
Under the terms of the 2023 Plans and 2014 Plans, the exercise price of awards is set on the grant date and may not be less than the fair market value per share on such date. Generally, awards expire ten years from the date of grant.
We generally settle RSUs, RSAs, stock appreciation rights (“SARs”), performance-based stock units (“PSUs”), and stock option exercises with newly issued common shares.
Restricted Stock Units
During the years ended December 31, 2025, 2024 and 2023 , we granted RSUs which generally vest 1/3rd on the first anniversary of the grant and 1/4th of the remaining balance each six months thereafter for two years . We determine the fair value of RSUs with a service condi tion using the value of our common stock on the date of the grant. At December 31, 2025 and 2024 , there was approximately $ 246.1 million and $ 196.2 million, respectively, of unearned non -cash stock-based compensation related to RSUs that we expect to recognize as expense over a remaining period of approximately 1.8 and 1.9 years, respectively.
Performance-based Stock Units
In March 2022, we granted performance-based stock units at a grant date fair value of $ 71.89 per share based on the value of our common stock on the date of the grant. During the year ended December 31, 2024, the Compensation Committee determined that the PSUs granted in March 2022 did not meet the threshold level of performance and were cancelled.
In 2025, 2024 and 2023, we granted performance-based stock units with a market condition at a grant date fair value of $ 97.28 , $ 67.87 and $ 63.50 , respectively, estimated using a Monte Carlo simulation model as of the date of the grant using an average of implied and historical volatility. These awards include established annual earnings per share growth targets and will measure performance against the target over the 3 -year performance period. Performance is measured relative to a 3-year average annual growth rate that is established at the beginning of the cycle and held constant. Participants will only be entitled to receive any portion of the PSUs that are earned if they remain employed through the final determination of the satisfaction of these performance goals. The actual number of units that will be issued ranges from zero , if the threshold level of performance is not achieved, to 200 % of the targeted number of units, if the annual growth rate meets or exceeds a specified level. The ultimate payout of the PSUs is also subject to a relative total shareholder return (“TSR”) performance modifier, with the ultimate payout level adjusted upwards or downwards up to 20% (subject to the maximum 200% payout ); however, no upward modifier will be applied if the Company’s absolute TSR is negative for the 3-year performance period. During the year ended December 31, 2025, we recorded an additional $ 26.0 million of stock-based compensation expense relating to the 2023 and 2024 PSUs that are estimated to vest at the maximum payout. As of December 31, 2025 and 2024 , there was approximately $ 32.8 million and $ 21.3 million, respectively, of unearned non-cash stock- based compensation related to the 2025, 2024 and 2023 PSUs that we expect to recognize over a remaining period of approximately 1.5 years an d 1.8 years, respectively.

82
 

 

For the PSUs with a market condition valued using the Monte Carlo simulation model, we used the following weighted-average assumptions:

 

 

PSUs

 

 

 

2025

 

 

2024

 

 

2023

 

Expected life (years)

 

 

2.9

 

 

 

2.9

 

 

2.8

 

Expected volatility

 

 

23.1

%

 

 

23.9

%

 

 

27.4

%

Risk-free interest rate

 

 

4.2

%

 

 

4.5

%

 

 

4.6

%

Expected dividend yield

 

 

1.1

%

 

 

1.5

%

 

 

1.4

%

Time-based Stock Options
Time-based stock options generally vest 25 % on the first anniversary of the grant date and 1/36 th of the remaining balance each month thereafter for 36 months. Time-based stock options granted during 2025, 2024 and 2023 have a weighted-average grant date fair value of $ 20.02 , $ 17.11 and $ 17.54 per share, respectively, based on the Black-Scholes option pricing model. Compensation expense is recorded on a straight-line basis over the requisite service period. The fair value of time-based stock options vested during the years ended December 31, 2025, 2024 and 2023 was approximately $ 44.7 million, $ 61.2 million and $ 86.9 million, respectively. At December 31, 2025 and 2024 , there was approximately $ 57.4 million and $ 71.4 million, respectively, of unearned non-cash stock-based compensation related to time-based stock options that we expect to recognize as expense over a weighted-average remaining period of approximately 2.4 years and 2.3 years, respectively.
Performance-based Stock Options
In March and December 2021, we granted performance-based stock options (“PSOs”). These awards include established annual earnings per share growth targets and will measure performance against the target over the 3 -year performance period. Performance is measured relative to a 3-year average annual growth rate that is established at the beginning of the cycle and held constant. Participants will only be entitled to receive any portion of the PSOs that are earned if they remain employed through the final determination of the satisfaction of these performance goals. The actual number of options to be issued ranges from zero , if the threshold level of perf ormance is not achieved, to 200 % of the targeted number of options, if the annual growth rate meets or exceeds a specified level. During the year ended December 31, 20 25, 81.8 % of the December 2021 PSOs vested. Du ring the year ended December 31, 2024, 79.2 % of the March 2021 PSOs vested. At December 31, 2025, there was no unearned non-cash stock-based compensation expense related to PSOs. At December 31, 2024, there was $ 3.8 milli on of unearned non-cash stock-based compensation related to PSOs that we expect to recognize as expense over a remaining period of approximately 0.2 years .
For t he stock-options valued using the Black-Scholes option-pricing model, we used the following weighted-average assumptions:

 

 

Time-based stock options

 

 

 

 

2025

 

 

2024

 

 

2023

 

 

Expected term to exercise (years)

 

 

4.0

 

 

 

4.0

 

 

 

4.0

 

 

Expected volatility

 

 

23.0

%

 

 

29.5

%

 

 

34.6

%

 

Risk-free interest rate

 

 

4.3

%

 

 

4.3

%

 

 

4.4

%

 

Expected dividend yield

 

 

1.1

%

 

 

1.5

%

 

 

1.4

%

 

 

83
 

 

Total Stock Options, RSUs and PSUs
The amount of stock-based compensation expense recognized in our Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023 was as follows (in millions):

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Consolidated Statements of Comprehensive Income Classification

 

Options

 

RSUs, PSUs

 

Total

 

 

Options

 

RSUs, PSUs

 

Total

 

 

Options

 

RSUs, PSUs

 

Total

 

Cost of software-enabled services

 

$

14.1

 

$

71.5

 

$

85.6

 

 

$

27.8

 

$

43.1

 

$

70.9

 

 

$

34.4

 

$

22.6

 

$

57.0

 

Cost of license, maintenance and other related

 

 

1.5

 

 

7.2

 

 

8.7

 

 

 

3.2

 

 

4.8

 

 

8.0

 

 

 

4.5

 

 

2.3

 

 

6.8

 

Total cost of revenues

 

 

15.6

 

 

78.7

 

 

94.3

 

 

 

31.0

 

 

47.9

 

 

78.9

 

 

 

38.9

 

 

24.9

 

 

63.8

 

Selling and marketing

 

14.4

 

 

43.7

 

 

58.1

 

 

17.1

 

 

18.3

 

 

35.4

 

 

19.7

 

 

9.3

 

 

29.0

 

Research and development

 

7.3

 

 

35.2

 

 

42.5

 

 

12.2

 

 

17.6

 

 

29.8

 

 

13.9

 

 

7.5

 

 

21.4

 

General and administrative

 

11.5

 

 

51.3

 

 

62.8

 

 

 

24.0

 

 

35.2

 

 

59.2

 

 

28.1

 

 

17.1

 

 

45.2

 

Total operating expenses

 

 

33.2

 

 

130.2

 

 

163.4

 

 

 

53.3

 

 

71.1

 

 

124.4

 

 

 

61.7

 

 

33.9

 

 

95.6

 

Total stock-based compensation expense

 

$

48.8

 

$

208.9

 

$

257.7

 

 

$

84.3

 

$

119.0

 

$

203.3

 

 

$

100.6

 

$

58.8

 

$

159.4

 

The associated future income tax benefit recognized was $ 41.7 million, $ 37.0 million and $ 30.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.
For the year ended December 31, 2025, the amount of cash received from the exercise of stock options was $ 425.5 milli on, with an associated tax benefit from stock awards rea lized of $ 92.5 mill ion. The intrinsic value of stock options and SARs exercised during the year ended December 31, 2025 was approximately $ 234.3 million. For the year ended December 31, 2024 , the amount of cash received from the exercise of stock options was $ 355.1 million, with an associated tax benefit from stock awards realized of $ 58.5 million. The intrinsic value of stock options and SARs exercised during the year ended December 31, 2024 was approximately $ 198.5 million. For the year ended December 31, 2023 , the amount of cash received from the exercise of stock options was $ 115.4 million, with an associated tax benefit from stock awards realized of $ 28.9 million. The intrinsic value of stock options and SARs exercised during the year ended December 31, 2023 was approximately $ 84.2 million.
The following table summarizes stock option and SAR activity as well as RSU and PSU activity as of and for the years ended December 31, 2025, 2024 and 2023 (share data in millions):

 

 

Stock Options and SARs

 

 

PSUs and RSUs

 

 

 

 

Shares

 

 

Weighted-Average Exercise Price

 

 

Shares

 

 

Weighted-Average Grant Date Fair Value

 

 

Outstanding at December 31, 2022

 

 

43.6

 

 

$

55.91

 

 

 

3.4

 

 

$

58.71

 

 

Granted

 

 

0.6

 

 

$

58.75

 

 

 

1.4

 

 

$

58.54

 

 

Cancelled/forfeited

 

 

( 1.9

)

 

$

68.89

 

 

 

( 0.6

)

 

$

66.09

 

 

Exercised

 

 

( 3.5

)

 

$

33.49

 

 

 

—

 

 

$

—

 

 

Vested

 

 

—

 

 

$

—

 

 

 

( 0.7

)

 

$

52.72

 

 

Outstanding at December 31, 2023

 

 

38.8

 

 

$

57.38

 

 

 

3.5

 

 

$

59.04

 

 

Granted

 

 

2.0

 

 

$

65.83

 

 

 

3.5

 

 

$

65.04

 

 

Cancelled/forfeited

 

 

( 1.6

)

 

$

71.97

 

 

 

( 1.1

)

 

$

67.61

 

 

Exercised

 

 

( 7.9

)

 

$

45.36

 

 

 

—

 

 

$

—

 

 

Vested

 

 

—

 

 

$

—

 

 

 

( 1.1

)

 

$

54.77

 

 

Outstanding at December 31, 2024

 

 

31.3

 

 

$

60.22

 

 

 

4.8

 

 

$

62.69

 

 

Granted

 

 

1.8

 

 

$

88.76

 

 

 

2.9

 

 

$

88.07

 

 

Cancelled/forfeited

 

 

( 1.0

)

 

$

76.39

 

 

 

( 0.4

)

 

$

70.81

 

 

Exercised

 

 

( 7.8

)

 

$

54.94

 

 

 

—

 

 

$

—

 

 

Vested

 

 

—

 

 

$

—

 

 

 

( 2.3

)

 

$

61.01

 

 

Outstanding at December 31, 2025

 

 

24.3

 

 

$

63.39

 

 

 

5.0

 

 

$

77.88

 

 

 

84
 

 

The following table summarizes information about vested stock options outstanding that are currently exercisable and stock options outstanding that are exercisable and expected to vest at December 31, 2025:

Outstanding, Vested Stock Options Currently Exercisable

 

 

Outstanding Stock Options Exercisable and Expected to Vest

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

Weighted-

 

 

 

 

 

Average

 

 

 

 

Weighted-

 

 

 

 

 

Average

 

 

 

 

Average

 

 

Aggregate

 

 

Remaining

 

 

 

 

Average

 

 

Aggregate

 

 

Remaining

 

 

 

 

Exercise

 

 

Intrinsic

 

 

Contractual

 

 

 

 

Exercise

 

 

Intrinsic

 

 

Contractual

 

Shares

 

 

Price

 

 

Value

 

 

Term

 

 

Shares

 

Price

 

 

Value

 

 

Term

 

(In millions)

 

 

 

 

 

(In millions)

 

 

(Years)

 

 

(In millions)

 

 

 

 

(In millions)

 

 

(Years)

 

 

20.7

 

 

$

61.46

 

 

$

537.6

 

 

 

4.51

 

 

24.3

 

$

63.39

 

 

$

587.0

 

 

 

5.08

 

 
Note 15—Benefit Plans
We sponsor defined contribution plans that cover our domestic and international employees. During the years ended December 31, 2025, 2024 and 2023, we inc urred $ 116.4 mil l ion, $ 122.9 million and $ 117.5 million, respectively, of employer contribution expenses under these plans. Additionally, we sponsor a d efined benefit pension plan in the UK, which has total assets of $ 16.1 million and a net asset of $ 2.8 million as of December 31, 2025 . The defined benefit pension plan we sponsor had total assets of $ 14.8 million and a net asset of $ 2.3 million as of December 31, 2024 . We also sponsor unfunded defined benefit pension plans in India which have a total liability of $ 22.6 million as of December 31, 2025 .

 
Note 16—Basic and Diluted Earnings per Share
Earnings per share (“EPS”) is calculated in accordance with the relevant standards. Basic EPS includes no dilution and is computed by dividing income available to our common stockholders by the weighted-average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted-average number of common and common equivalent shares outstanding during the period. Common equivalent shares consist of stock options, SARs, RSUs and PSUs using the treasury stock method. Common equivalent shares are excluded from the computation of diluted earnings per share if the effect of including such common equivalent shares would be anti-dilutive because their total assumed proceeds exceed the average fair value of common stock for the period. We have two classes of common stock, each with identical participation rights to earnings and liquidation preferences, and therefore the calculation of EPS as described above is identical to the calculation under the two-class method.
The following table sets forth the computation of basic and diluted EPS (in millions, except per share amounts):

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Net income attributable to SS&C common stockholders

 

$

796.9

 

 

$

760.5

 

 

$

607.1

 

 

 

 

 

 

 

 

 

 

 

Shares attributable to SS&C:

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding – used in calculation of basic EPS

 

244.3

 

 

 

246.4

 

 

 

248.3

 

Weighted-average common stock equivalents – stock options and restricted shares

 

8.8

 

 

 

7.4

 

 

 

6.2

 

Weighted-average common and common equivalent shares outstanding – used in calculation of diluted EPS

 

253.1

 

 

 

253.8

 

 

 

254.5

 

 

 

 

 

 

 

 

 

 

 

Earnings per share attributable to SS&C common stockholders – Basic

 

$

3.26

 

 

$

3.09

 

 

$

2.45

 

Earnings per share attributable to SS&C common stockholders – Diluted

 

$

3.15

 

 

$

3.00

 

 

$

2.39

 

Weighted-average stock options, SARs, RSUs and PSUs representin g 4.8 million, 14.2 million and 23.4 million shares were outstanding for the years ended December 31, 2025, 2024 and 2023 , respectively, but were not included in the computation of diluted EPS because the effect of including them would be anti-dilutive.

85
 

 

Note 17—Income Taxes
The sources of income before income taxes were as follows (in millions):

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

U.S.

 

$

697.5

 

 

$

698.7

 

 

$

751.6

 

Foreign

 

 

277.3

 

 

 

195.0

 

 

 

106.1

 

Income before income taxes

 

$

974.8

 

 

$

893.7

 

 

$

857.7

 

The income tax provision consists of the following (in millions):

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Current:

 

 

 

 

 

 

 

 

 

Federal

 

$

80.4

 

 

$

128.0

 

 

$

194.4

 

Foreign

 

 

70.4

 

 

 

77.4

 

 

 

63.7

 

State

 

 

42.7

 

 

 

42.0

 

 

 

73.9

 

Total current income tax provision

 

 

193.5

 

 

 

247.4

 

 

 

332.0

 

Deferred:

 

 

 

 

 

 

 

 

 

Federal

 

 

0.1

 

 

 

( 67.7

)

 

 

( 53.9

)

Foreign

 

 

( 12.2

)

 

 

( 14.9

)

 

 

( 20.8

)

State

 

 

( 5.3

)

 

 

( 32.8

)

 

 

( 8.2

)

Total deferred income tax (benefit) provision

 

 

( 17.4

)

 

 

( 115.4

)

 

 

( 82.9

)

Total income tax provision

 

$

176.1

 

 

$

132.0

 

 

$

249.1

 

Beginning in 2025 annual reporting, as described in Note 2, we adopted ASU 2023‑09, Improvements to Income Tax Disclosures , prospectively. A reconciliation of the U.S. federal statutory income tax rate to our effective tax rate pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 is as follows (in millions, except percentages) :

 

 

Year Ended December 31,

 

 

 

2025

 

 

 

Amount

 

 

Percent

 

U.S. federal statutory tax rate

 

$

204.7

 

 

 

21.0

%

State and local income taxes, net of federal income tax effect (1)

 

 

29.4

 

 

 

3.0

 

Foreign tax effects

 

 

 

 

 

 

Malta

 

 

 

 

 

 

Interest expense

 

 

( 11.5

)

 

 

( 1.2

)

Other

 

 

( 0.8

)

 

 

( 0.1

)

Other foreign jurisdictions

 

 

4.7

 

 

 

0.5

 

Effect of cross-border tax laws

 

 

 

 

 

 

Global Intangible Low-Taxed Income and Subpart F

 

 

29.7

 

 

 

3.0

 

Other

 

 

( 5.4

)

 

 

( 0.6

)

Tax credits

 

 

 

 

 

 

Research and development tax credits

 

 

( 22.8

)

 

 

( 2.3

)

Foreign tax credits

 

 

( 15.7

)

 

 

( 1.6

)

Nontaxable or nondeductible items

 

 

 

 

 

 

Stock based compensation

 

 

( 28.6

)

 

 

( 2.9

)

Officers compensation

 

 

17.7

 

 

 

1.8

 

Other

 

 

( 0.2

)

 

 

—

 

Changes in unrecognized tax benefits

 

 

( 21.7

)

 

 

( 2.2

)

Other adjustments

 

 

( 3.4

)

 

 

( 0.3

)

Effective tax rate

 

$

176.1

 

 

 

18.1

%

 

86
 

 

(1) State and local taxes in New York, New York City, Illinois, and California for 2025 made up the majority (greater than 50 percent) of the tax effect in this category.

The reconciliation between the expected tax expense and the actual tax provision computed by applying the U.S. federal corporate income tax rate of 21% to income before income taxes for the years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU 2023-09 is as follows (in millions):

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Computed “expected” tax expense

 

$

187.7

 

 

$

180.1

 

Increase (decrease) in income tax expense resulting from:

 

 

 

 

 

 

State income taxes (net of federal income tax benefit)

 

 

7.2

 

 

 

51.9

 

Foreign operations

 

 

15.6

 

 

 

34.6

 

Effects of stock based compensation

 

 

( 19.4

)

 

 

( 5.5

)

Effect of valuation allowance

 

 

( 6.6

)

 

 

( 17.2

)

Uncertain tax positions

 

 

( 32.4

)

 

 

19.2

 

Tax credits

 

 

( 16.9

)

 

 

( 13.3

)

Other

 

 

( 3.2

)

 

 

( 0.7

)

Provision for income taxes

 

$

132.0

 

 

$

249.1

 

 
On July 4, 2025, the One Big Beautiful Bill Act (“OB3”) was enacted in the United States. The OB3 includes a broad range of tax reform provisions for businesses, including extensions of key provisions of the 2017 Tax Cuts and Jobs Act, modifications to the international tax framework, and restoration of favorable tax treatment for certain business provisions. Certain provisions of the legislation became effective in 2025 while others are effective in 2026. The most significant tax provisions impacting our consolidated financial statements include the accelerated expensing of research and development costs incurred in the United States for tax years beginning after December 31, 2024, and 100% bonus depreciation for qualified property acquired and placed in service after January 19, 2025. The legislation did not have a material impact on our provision for income taxes in 2025. We will continue to evaluate the future impact of OB3 on our 2026 and subsequent consolidated financial statements.
Beginning in 2025 annual reporting, as described in Note 2, we adopted ASU 2023‑09, Improvements to Income Tax Disclosures , prospectively. Cash paid for income taxes, net of refunds, for the year ended December 31, 2025 is as follows (in millions):

 

 

Year Ended December 31,

 

 

2025

 

 

U.S. federal

 

$

111.5

 

 

U.S. state and local

 

 

34.1

 

 

Foreign

 

 

 

 

Luxembourg

 

 

24.6

 

 

United Kingdom

 

 

15.3

 

 

Other foreign jurisdictions

 

 

33.9

 

 

Total foreign

 

 

73.8

 

 

Total income taxes paid

 

$

219.4

 

 

 

87
 

 

The components of deferred tax (liabilities) assets at December 31, 2025 and 2024 are as follows (in millions):

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

Deferred tax liabilities:

 

 

 

 

 

 

Depreciable and amortizable property

 

$

( 882.4

)

 

$

( 764.2

)

Investments

 

 

( 174.4

)

 

 

( 170.6

)

Leases

 

 

( 53.4

)

 

 

( 48.0

)

Other

 

 

( 13.0

)

 

 

( 12.0

)

Total deferred tax liabilities

 

 

( 1,123.2

)

 

 

( 994.8

)

Deferred tax assets:

 

 

 

 

 

 

Net operating loss carryforwards

 

 

87.8

 

 

 

68.3

 

Deferred compensation

 

 

78.6

 

 

 

87.2

 

Tax credit carryforwards

 

 

36.0

 

 

 

35.1

 

Interest expense carryforwards

 

 

39.8

 

 

 

43.1

 

Accrued expenses

 

 

15.4

 

 

 

2.1

 

Leases

 

 

59.7

 

 

 

54.7

 

Other

 

 

36.2

 

 

 

39.7

 

Total deferred tax assets

 

 

353.5

 

 

 

330.2

 

Valuation allowance

 

 

( 47.6

)

 

 

( 38.4

)

Deferred tax assets, net of valuation allowance

 

 

305.9

 

 

 

291.8

 

Net deferred tax liabilities

 

$

( 817.3

)

 

$

( 703.0

)

At December 31, 2025 and 2024 , we had accrued a deferred income tax liability for foreign withholding taxes of $ 10.3 million and $ 9.6 million, respectively, on the unremitted earnings of our major Canadian subsidiary and certain unconsolidated foreign affiliates we do not control and whose earnings cannot be considered permanently reinvested. We have not accrued any deferred income taxes for withholding, foreign local or U.S. state income taxes on the unremitted earnings of other foreign subsidiaries as those earnings are permanently reinvested.
At December 31, 2025, we have domestic federal net operating loss carryforwards of $ 42.3 million, which will begin to expire in 2027 and state net operating loss carryforwards of $ 98.3 million, which will begin to expire in 2026 . At December 31, 2025 , we have foreign net operating loss carryforwards of $ 292.1 million, of which $ 278.2 million can be carried forward indefinitely. The remaining $ 13.9 million will begin to expire in 2026 .
At December 31, 2025, we have tax credit carryforwards of $ 36.0 million relating to domestic and foreign jurisdictions, of which $ 15.3 million relate to domestic tax credits that are expected to be utilized before they begin to expire in 2026 , $ 16.8 million relate to domestic tax credits that are not expected to be utilized before they begin to expire in 2026 , $ 3.2 million relate to foreign jurisdictions that are expected to be utilized before they begin to expire in 2027 and $ 0.7 million relate to foreign jurisdictions that are not expected to be utilized before they begin to expire in 2027 . The domestic credits consist primarily of federal and state research and development credits and foreign tax credits, while the foreign credits consist primarily of research and development credits and foreign tax credits in various jurisdictions and minimum alternative tax credit carryforwards related to our India operations.
A valuation allowance is recorded against deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. We have recorded valuation allowances of $ 47.6 million and $ 38.4 million at December 31, 2025 and 2024 , respectively, related primarily to certain foreign and state net operating loss carryforwards and tax credit carryforwards. Of the $ 47.6 million valuation allowance recorded at December 31, 2025, $ 8.6 million relates to foreign attribute carryforwards that do not expire. The change in the valuation allowance from 2024 to 2025 is primarily due to an increase in valuation allowance on net operating loss and tax credit carryforwards.

88
 

 

The following table summarizes the activity related to our unrecognized tax benefits for the years ended December 31, 2025 and 2024 (in millions):

Balance at December 31, 2023

 

$

142.0

 

Increases related to current year tax positions

 

 

10.2

 

Increases related to prior tax positions

 

 

25.0

 

Decreases related to prior tax positions

 

 

( 23.2

)

Lapse in statute of limitation

 

 

( 35.3

)

Foreign exchange translation adjustment

 

 

( 0.2

)

Balance at December 31, 2024

 

$

118.5

 

Increases related to current year tax positions

 

 

8.4

 

Increases related to prior tax positions

 

 

0.8

 

Decreases related to prior tax positions

 

 

( 4.1

)

Lapse in statute of limitation

 

 

( 22.7

)

Foreign exchange translation adjustment

 

 

( 0.3

)

Balance at December 31, 2025

 

$

100.6

 

We recorded net benefits of $ 6.9 million and $ 12.9 million for potential penalties and interest on the unrecognized tax benefits during 2025 and 2024 , respectively, and have recorded a total liability for potential penalties and interest, including penalties and interest related to unrecognized tax benefits, of $ 7.2 million and $ 16.1 million at December 31, 2025 and 2024, respectively. Our unrecognized tax benefits decreased from 2024 to 2025 due to a lapse in the statute of limitations for certain domestic tax filings and a decrease in prior year tax positions, offset partially by an increase in current year tax positions. Our unrecognized tax benefits decreased from 2023 to 2024 due to a lapse in the statute of limitations for certain domestic and foreign tax filings, offset partially by an increase in current and prior year tax positions. Our unrecognized tax benefits as of December 31, 2025 relate to domestic and foreign taxing jurisdictions and are recorded in other long-term liabilities on our Consolidated Balance Sheet at December 31, 2025.
Our U.S. federal income tax returns are currently under audit for tax years 2018 and 2019, while tax years 2022 through 2025 remain subject to examination. Various tax years from 2012 through 2025 are under, or are subject to, various state and foreign income tax examinations by taxing authorities.

Note 18— Commitments and Contingencies
From time to time, we are subject to legal proceedings and claims. In our opinion, we are not involved in any litigation or proceedings that would have a material adverse effect on us or our business.

Note 19—Segment and Geographic Information
We operate in one operating segment and one reportable segment. Our CODM is our president and chief operating officer, who reviews financial information presented on a consolidated basis. Our CODM uses consolidated net income as the sole measure of segment profit or loss and to decide how to make resource allocation decisions. Significant segment expenses include cost of software-enabled services revenue cost of license, maintenance and related revenues, selling and marketing, research and development, and general and administrative expenses. For these significant and other segment expenses incurred during the years ended December 31, 2025, 2024 and 2023, refer to our Statements of Comprehensive Income.
Our geographic regions consist of the (a) Americas, (b) Europe, Middle East and Africa and (c) Asia Pacific.
Long-lived assets, primarily consisting of property, plant and equipment, net, were as follows as of December 31 (in millions):

 

 

2025

 

 

2024

 

 

2023

 

Americas

 

$

191.3

 

 

$

222.4

 

 

$

244.0

 

Europe, Middle East and Africa

 

 

83.2

 

 

 

67.1

 

 

 

63.9

 

Asia-Pacific

 

 

20.8

 

 

 

18.2

 

 

 

15.0

 

Total

 

$

295.3

 

 

$

307.7

 

 

$

322.9

 

 

89
 

 

Long-lived assets in the United States totaled $ 185.5 million, $ 214.9 million and $ 236.4 million for the years ended December 31, 2025, 2024 and 2023 , respectively.

 
Note 20—Subsequent Events
Dividend Declared
On February 19, 2026 , our Board of Directors declared a quarterly cash dividend of $ 0.27 per share of common stock payable on March 16, 2026 to stockholders of record as of the close of business on March 2, 2026 .

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Report of Management on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that: 1) pertain to maintaining records that in reasonable detail accurately and fairly reflect our transactions and dispositions of assets; 2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles and that receipts and expenditures are made in accordance with management and board of director authorization; and 3) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025. In October 2025, we acquired the assets of Colossus Topco Limited, the parent company of Calastone Limited and its subsidiaries (collectively “Calastone”). Management has excluded Calastone from its assessment of internal control over financial reporting as of December 31, 2025 because they were acquired by us in a purchase business combination during 2025. Calastone and its related entities are our wholly-owned subsidiaries whose total assets and total revenues each represent less than 1% of the Consolidated Financial Statement amounts as of and for the year ended December 31, 2025.

90
 

 

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.
Changes in Internal Control Over Financial Reporting
There have not been any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. OTHER INFORMATION
None .
Ite m 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
 

91
 

 

PA RT III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Incorporated by reference from the information in our proxy statement for the 2026 annual meeting of stockholders, which we intend to file within 120 days after the end of the fiscal year to which this annual report on Form 10-K relates.
Item 11. EXECUTIVE COMPENSATION
Incorporated by reference from the information in our proxy statement for the 2026 annual meeting of stockholders, which we intend to file within 120 days after the end of the fiscal year to which this annual report on Form 10-K relates.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Incorporated by reference from the information in our proxy statement for the 2026 annual meeting of stockholders, which we intend to file within 120 days after the end of the fiscal year to which this annual report on Form 10-K relates.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Incorporated by reference from the information in our proxy statement for the 2026 annual meeting of stockholders, which we intend to file within 120 days after the end of the fiscal year to which this annual report on Form 10-K relates.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Incorporated by reference from the information in our proxy statement for the 2026 annual meeting of stockholders, which we intend to file within 120 days after the end of the fiscal year to which this annual report on Form 10-K relates.
 
PAR T IV
Item 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Report.

(1) Financial Statements — See Index to Financial Statements in Item 8 of this Report.

(2) Financial Statement Schedules — All financial statement schedules are not submitted because they are not applicable, not required or the information is included in our Consolidated Financial Statements.

(3) Exhibits — See the Exhibit listing below.

 

Exhibit
Number

 

Description of Exhibit

3.1

 

Restated Certificate of Incorporation of the Registrant is incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed on August 5, 2016 (File No. 001-34675)

3.2

 

Second Amended and Restated Bylaws of the Registrant are incorporated herein by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on November 22, 2022 (File No. 001-34675)

4.1

 

Indenture, dated as of March 28, 2019, among SS&C Technologies, Inc., SS&C Technologies Holdings, Inc., the other guarantors party thereto and Wilmington Trust, National Association, as trustee is incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on March 28, 2019 (File No. 001-34675)

4.2

 

Form of 5.500% Senior Notes due 2027 is incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed on March 28, 2019 (File No. 001-34675)

4.3

 

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 in incorporated herein by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K, filed on February 28, 2020 (File No. 001-34675)

10.1

 

Credit Agreement, dated as of July 8, 2015, by and among SS&C Technologies Holdings, Inc., SS&C Technologies, Inc., SS&C European Holdings S.a R.L, SS&C Technologies Holdings Europe S.a R.L., certain of SS&C’s

92
 

 

 

 

subsidiaries, Deutsche Bank AG New York Branch and certain Lenders and L/C Issuers party thereto is incorporated herein by reference to Exhibit 10.2 of the Registrants Current Report on Form 8-K, filed on July 8, 2015 (File No. 001-34675)

10.2

 

Amendment No. 1 to the Credit Agreement, dated as of March 2, 2017, by and among SS&C Technologies Holdings, Inc., SS&C Technologies, Inc., SS&C European Holdings S.a R.L, SS&C Technologies Holdings Europe S.a R.L., certain of SS&C’s subsidiaries, Deutsche Bank AG New York Branch and certain Lenders and L/C Issuers party thereto is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on March 6, 2017 (File No. 001-34675)

10.3

 

Second Amendment to Credit Agreement, dated as of March 9, 2018, among SS&C Technologies Holdings, Inc., SS&C Technologies, Inc., SS&C European Holdings S.a R.L, SS&C Technologies Holdings Europe S.a R.L., the Company’s other subsidiaries party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the lenders and L/C issuers party thereto (Exhibit A thereto is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on April 16, 2018 (File No. 001-34675))

10.4

 

Commitment Increase Amendment, dated as of October 1, 2018, among SS&C Technologies Holdings, Inc., certain of its subsidiaries and Credit Suisse AG, Cayman Islands Branch, as administrative agent and lender is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on October 5, 2018 (File No. 001-34675)

10.5

 

Commitment Increase Amendment, dated as of November 16, 2018, among SS&C Technologies Holdings, Inc., certain of its subsidiaries, Credit Suisse AG, Cayman Islands Branch, as administrative agent, and Deutsche Bank AG New York Branch, as lender

10.6

 

Stockholders Agreement, dated as of November 23, 2005, by and among the Registrant, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., William C. Stone and Other Executive Stockholders (as defined therein) is incorporated herein by reference to Exhibit 10.5 to SS&C Technologies, Inc’s Registration Statement on Form S-4, as amended (File No. 333-135139) (the “2006 Form S-4”)

10.7

 

Amendment No. 1, dated April 22, 2008, to the Stockholders Agreement dated as of November 23, 2005, by and among the Registrant, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P. and William C. Stone is incorporated herein by reference to Exhibit 10.28 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-143719) (the “2008 Form S-1”)

10.8

 

Amendment No. 2, dated March 2, 2010, to the Stockholders Agreement dated as of November 23, 2005, as amended by Amendment No. 1 to the Stockholders Agreement dated April 22, 2008, by and among the Registrant, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P. and William C. Stone is incorporated herein by reference to Exhibit 10.1 to SS&C Technologies, Inc.’s Current Report on Form 8-K, filed on March 2, 2010 (File No. 000-28430) (the “March 2, 2010 8-K”)

10.9

 

Amendment No. 3, dated March 10, 2011, to the Stockholders Agreement dated as of November 23, 2005, as amended by Amendment No. 1 to the Stockholders Agreement dated April 22, 2008, and Amendment No. 2 to the Stockholders Agreement dated March 2, 2010, by and among the Registrant, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P. and William C. Stone is incorporated herein by reference to Exhibit 10.35 to SS&C Technologies, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 000-28430)

10.10

 

Registration Rights Agreement, dated as of November 23, 2005, by and among the Registrant, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., William C. Stone and Other Executive Investors (as defined therein) is incorporated herein by reference to Exhibit 10.6 to the 2006 Form S-4

10.11

 

Registration Rights Agreement, dated as of November 16, 2018, by and between the Impala Private Holdings I, LLC and SS&C Technologies Holdings, Inc. is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 16, 2018 (File No. 001-34675)

10.12†

 

Employment Agreement, dated as of March 11, 2010, by and among William C. Stone, the Registrant and SS&C Technologies, Inc. is incorporated herein by reference to Exhibit 10.27 to the 2010 Form S-1

10.13†

 

First Amended and Restated Employment Agreement, dated as of March 31, 2015, between SS&C Technologies Holdings, Inc. and William C. Stone is incorporated herein by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed on April 1, 2015 (File No. 001-34675)

10.14†

 

Offer Letter dated July 1, 2023, between Brian N. Schell and SS&C Technologies Holdings, Inc. is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (File No. 001-34675)

10.15†

 

Form of Director Indemnification Agreement is incorporated herein by reference to Exhibit 10.35 to the 2010 Form S-1

93
 

 

10.16†

 

2006 Equity Incentive Plan is incorporated herein by reference to Exhibit 10.1 to SS&C Technologies, Inc.’s Current Report on Form 8-K, filed on August 15, 2006 (File No. 000-28430) (the “August 15, 2006 8-K”)

10.17†

 

Forms of 2006 Equity Incentive Plan Amended and Restated Stock Option Grant Notice and Amended and Restated Stock Option Agreement are incorporated herein by reference to Exhibit 10.2 to the March 2, 2010 8-K

10.18†

 

Form of Stock Award Agreement is incorporated herein by reference to Exhibit 10.4 to the August 15, 2006 8-K

10.19†

 

2008 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.26 to the 2008 Form S-1

10.20†

 

Form of 2008 Stock Incentive Plan Stock Option Grant Notice and Stock Option Agreement is incorporated herein by reference to Exhibit 10.26 to the 2010 Form S-1

10.21†

 

Form of Restricted Stock Award Agreement under 2006 Equity Incentive Plan is incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2013 (File No. 001-34675)

10.22†

 

SS&C Technologies Holdings, Inc. Second Amended and Restated 2014 Stock Incentive Plan, adopted effective May 15, 2019, is incorporated herein by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8, filed on August 2, 2019 (File No. 001-34675)

10.23†

 

SS&C Technologies Holdings, Inc. Executive Bonus Plan is incorporated herein by reference to Appendix B to the Company’s definitive proxy statement on Schedule 14A, filed on April 16, 2014 (File No. 001-34675)

10.24†

 

Form of Stock Option Agreement under the SS&C Technologies Holdings, Inc. Second Amended and Restated 2014 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No. 001-34675)

10.25†

 

Form of Restricted Stock Unit Award Agreement under the SS&C Technologies Holdings, Inc. Second Amended and Restated 2014 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No. 001-34675)

10.26†

 

Form of Stock Option Grant Notice and Form of Stock Option Agreement under the SS&C Technologies Holdings, Inc. Second Amended and Restated 2014 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (File No. 001-34675)

10.27†

 

Form of Restricted Stock Unit Grant Notice and Form of Restricted Stock Unit Award Agreement under the SS&C Technologies Holdings, Inc. Second Amended and Restated 2014 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (File No. 001-34675)

10.28†

 

Form of Performance Stock Unit Grant Notice and Form of Performance Stock Unit Award Agreement under the SS&C Technologies Holdings, Inc. Second Amended and Restated 2014 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (File No. 001-34675)

10.29†

 

SS&C Technologies Holdings, Inc. 2023 Stock Incentive Plan, adopted effective May 17, 2023, is incorporated herein by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8, filed on May 31, 2023 (File No. 333-272295)

10.30†

 

Form of Stock Option Grant Notice and Form of Stock Option Agreement for Executive Officers under the SS&C Technologies Holdings, Inc. 2023 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.30 to SS&C Technologies, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 001-34675)

10.31†

 

Form of Restricted Stock Unit Grant Notice and Form of Restricted Stock Unit Award Agreement for Executive Officers under the SS&C Technologies Holdings, Inc. 2023 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.31 to SS&C Technologies, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 001-34675)

10.32†

 

Form of Performance Stock Unit Grant Notice and Form of Performance Stock Unit Award Agreement for Executive Officers under the SS&C Technologies Holdings, Inc. 2023 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.32 to SS&C Technologies, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 001-34675)

10.33

 

First Repricing Amendment to the Credit Agreement, dated as of January 31, 2020, among SS&C Technologies Holdings, Inc., SS&C European Holdings S.a r.l., SS&C Technologies Holdings Europe S.a r.l., SS&C Financing LLC, Credit Suisse AG and Cayman Islands Branch is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No. 001-34675)

94
 

 

10.34

 

Incremental Joinder, dated as of March 22, 2022, among SS&C Technologies Holdings, Inc., SS&C Technologies, Inc., SS&C Financing LLC, SS&C European Holdings S.à R.L, the other guarantors party thereto, the Term B-6 Lenders party thereto, the Term B-7 Lenders party thereto and Credit Suisse AG, Cayman Islands Branch is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on March 22, 2022 (File No. 001-34675)

10.35

 

Revolving Facility Amendment, dated as of December 28, 2022, by and among certain of SS&C Technologies Holdings, Inc.’s subsidiaries, SS&C Technologies Holdings, Inc., the other guarantors from time to time party thereto, Credit Suisse AG, Cayman Islands Branch, Morgan Stanley Senior Funding, Inc., and each lender from time to time party thereto is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on January 4, 2023 (File No. 001-34675)

10.36

 

SOFR Amendment to Credit Agreement, dated as of June 6, 2023, among SS&C Technologies, Inc., SS&C European Holdings S.a.R.L., SS&C Technologies Holdings Europe S.a.R.L., SS&C Financing LLC, Credit Suisse AG, Cayman Islands Branch, as term facilities administrative agent, and Morgan Stanley Senior Funding, Inc., as revolving facility administrative agent is incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (File No. 001-34675)

10.37

 

First Supplemental Indenture, dated as of April 26, 2024, by and among SS&C Technologies, Inc., certain of SS&C Technologies Holdings, Inc.’s subsidiaries, as guarantors, and Wilmington Trust, National Association, as trustee is incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (File No. 001-34675)

10.38

 

Indenture, dated as of May 9, 2024, among SS&C Technologies Inc., SS&C Technologies Holdings, Inc., the other guarantors party thereto and Wilmington Trust, National Association, as trustee is incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on May 9, 2024 (File No. 001-34675)

10.39

 

Incremental Joinder & First Amendment to Credit Agreement, dated as of May 9, 2024, by and among SS&C Technologies, Inc., the other loan parties thereto, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and the other parties thereto is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on May 9, 2024 (File No. 001-34675)

10.40†

 

SS&C Technologies Holdings, Inc. Amended and Restated 2023 Stock Incentive Plan, adopted effective May 29, 2024, is incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8, filed on July 30, 2024 (File No. 333-281105)

10.41

 

Incremental Joinder to Credit Agreement, dated as of September 27, 2024, by and among SS&C Technologies, Inc., the lenders party thereto, the other loan parties thereto and Morgan Stanley Senior Funding, Inc., as term facilities administrative agent, is incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed on October 1, 2024 (File No. 001-34675)

10.42

 

Incremental Joinder to Credit Agreement, dated as of October 14, 2025, by and among SS&C Technologies, Inc., the lenders party thereto, the other loan parties thereto and Morgan Stanley Senior Funding, Inc., as term facilities administrative agent, is incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed on October 14, 2025 (File No. 001-34675)

10.43†

 

SS&C Technologies Holdings, Inc. Second Amended and Restated 2023 Stock Incentive Plan, adopted effective May 21, 2025, is incorporated by reference to Appendix B of the Registrant’s Definitive Proxy Statement on Schedule 14A for the Registrants 2025 Annual Meeting of Stockholders, as filed with the Commission on April 3, 2025 (File No. 001-34675)

19*

 

SS&C Technologies Holdings, Inc. Securities Transaction Policy, effective as of October 22, 2025

21*

 

Subsidiaries of the Registrant

23.1*

 

Consent of PricewaterhouseCoopers LLP

31.1*

 

Certifications of the Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

 

Certifications of the Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32*

 

Certification of the Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1351, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished and not filed for purposes of sections 11 or 12 of the Securities Act and section 18 of the Exchange Act)

97

 

SS&C Technologies Holdings, Inc. Financial Statement Compensation Recoupment Policy, effective as of October 2, 2023 is incorporated herein by reference to Exhibit 97 to SS&C Technologies, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 001-34675)

95
 

 

101.INS*

 

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*

 

Inline XBRL Taxonomy Extension Schema with embedded linkbases Document.

101.REF*

 

XBRL Taxonomy Reference Linkbase.

104*

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 
† Management contract or compensatory plan or arrangement filed herewith in response to Item 15(a)(3) of the Instructions to the Annual Report on Form 10-K.
* Submitted electronically herewith.
 
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2025 and 2024, (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023, (iii) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023, (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023 and (v) Notes to Consolidated Financial Statements.
Item 16. FORM 10-K SUMMARY
None.

96
 

 

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 

 

 

SS&C TECHNOLOGIES HOLDINGS, INC.

 

 

 

By:

 

/s/ William C. Stone

 

 

William C. Stone

 

 

Chairman of the Board and Chief Executive Officer

Date: February 26, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 

Signatures

 

Title

 

Date

 

 

 

 

 

/s/ William C. Stone

 

Chairman of the Board and Chief

 

February 26, 2026

William C. Stone

 

Executive Officer

 

 

 

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Brian N. Schell

 

Executive Vice President and Chief

 

February 26, 2026

Brian N. Schell

 

Financial Officer

 

 

 

 

(Principal Financial and
Accounting Officer)

 

 

 

 

 

 

 

/s/ Normand A. Boulanger

 

Director

 

February 26, 2026

Normand A. Boulanger

 

 

 

 

 

 

 

 

 

/s/ Smita Conjeevaram

 

Director

 

February 26, 2026

Smita Conjeevaram

 

 

 

 

 

 

 

 

 

/s/ Jonathan E. Michael

 

Director

 

February 26, 2026

Jonathan E. Michael

 

 

 

 

 

 

 

 

 

/s/ Francesco Vanni d’Archirafi

 

Director

 

February 26, 2026

Francesco Vanni d’Archirafi

 

 

 

 

 

 

 

 

 

/s/ David A. Varsano

 

Director

 

February 26, 2026

David A. Varsano

 

 

 

 

 

 

 

 

 

/s/ Debra Walton-Ruskin

 

Director

 

February 26, 2026

Debra Walton-Ruskin

 

 

 

 

 

 

 

 

 

/s/ Michael J. Zamkow

 

Director

 

February 26, 2026

Michael J. Zamkow

 

 

 

 

 
 

97