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The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) covers: (i) the results of operations for the three and six months ended June 30, 2026 and 2025 and (ii) the financial condition as of June 30, 2026. You should read the following discussion and analysis in conjunction with the audited consolidated financial statements (the “Audited Consolidated Financial Statements”) and related notes for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 2, 2026 and with the unaudited condensed consolidated financial statements (the “Unaudited Condensed Consolidated Financial Statements”) and related notes appearing elsewhere herein. This MD&A contains forward-looking statements that involve risks and uncertainties. Our actual results may differ from those indicated in the forward-looking statements. See “Forward-Looking Statements” for a discussion of the risks, uncertainties and assumptions associated with these statements.
Except as otherwise indicated or unless the context otherwise requires, (a) the terms “EVERTEC,” “we,” “us,” “our,” “our Company” and “the Company” refer to EVERTEC, Inc. and its subsidiaries on a consolidated basis and, (b) the term “EVERTEC Group” refers to EVERTEC Group, LLC and its predecessor entities and their subsidiaries on a consolidated basis. EVERTEC, Inc.’s subsidiaries include EVERTEC Group; EVERTEC Intermediate Holdings, LLC; EVERTEC Dominicana, SAS; Evertec Chile Holdings SpA; Evertec Chile SpA; Evertec Chile Global SpA; Evertec Chile Servicios Profesionales SpA; Paytrue S.A.; Caleidon; S.A.; Evertec Brasil Solutions Informática S.A. ("EVERTEC BR"); EVERTEC Panamá, S.A.; EVERTEC Costa Rica, S.A. (“EVERTEC CR”); Zunify Payments Ltda; EVERTEC Guatemala, S.A.; Evertec Colombia, SAS;, EVERTEC USA, LLC; OPG Technology Corp.; Evertec Placetopay, SAS ("PlacetoPay"); BBR Chile, SpA and BBR Perú, S.A.C.,(collectively "BBR"); Paysmart Pagamentos Eletronicos Ltda, Issuer Holding Ltda. and Issuer Instituição de Pagamentos Ltda (collectively "paySmart"); EVERTEC México Servicios de Procesamiento, S.A. de C.V.; Sinqia S.A.,Torq. Inovação Digital Ltda, Sinqia Tecnologia Ltda., Rosk Software S.A., Lote 45 Participações S.A., and Compliasset S.A. (collectively "Sinqia"); Grandata, LLC, Grandata Mexico, S.A. de C.V., Grandata USA, LLC and Big Data Analytics SA (collectively "Grandata"); Nubity S.R.L., Nubity LLC. and Nubity Cloud, S.A.P.I. de C.V. (collectively "Nubity"), Tecnobank Tecnologia Bancária S.A. (“Tecnobank”); and Dimensa Ltda., Quiver Desenvolvimento Tecnologia Ltda., Quiver Soluções de Tecnologia Ltda.., RBM Web Sistemas Inteligentes Ltda. and Agger S.A. (collectively “Dimensa”). Neither EVERTEC nor EVERTEC Intermediate Holdings, LLC conducts any operations other than with respect to its indirect or direct ownership of EVERTEC Group.
Overview
EVERTEC is a leading full-service transaction-processing business and financial technology provider in Latin America, Puerto Rico and the Caribbean, providing a broad range of merchant acquiring, payment services and business solutions. We believe we are one of the largest merchant acquirers in Latin America based on total number of transactions and we also believe we are the largest merchant acquirer in the Caribbean. We serve 26 countries out of 24 offices, including our headquarters in Puerto Rico. We own and operate the ATH network, which we believe is one of the leading debit networks in Latin America. We process over ten billion transactions annually through a system of electronic payment networks in Puerto Rico and Latin America and provide a comprehensive suite of services for core banking, cash processing, fulfillment in Puerto Rico and a “one-stop shop” set of products for the financial sector in Latin America, which include solutions such as core banking, investments, asset management, pension funds, consortium and insurance. Additionally, we offer managed services, managed security services and payment transactions fraud monitoring to all the regions where we do business. We serve a diversified customer base of leading financial institutions, merchants, corporations, and government agencies with “mission-critical” technology solutions that enable them to issue, process and accept transactions securely. We believe our business is well-positioned to continue to expand across the fast-growing Latin America region.
We are differentiated, in part, by our diversified business model, which enables us to provide our varied customer base with a broad range of transaction-processing services from a single source across numerous channels and geographic markets. We believe this capability provides several competitive advantages that will enable us to continue to penetrate our existing customer base with complementary new services, gain new customers, develop new sales channels, and enter new markets. We believe these competitive advantages include:
•Our ability to provide competitive products;
•Our ability to provide in one package a range of services that traditionally had to be sourced from different vendors;
•Our ability to serve customers with disparate operations in several geographies with technology solutions that enable them to manage their business as one enterprise; and
•Our ability to capture and analyze data across the transaction-processing value chain and use that data to provide value-added services that are differentiated from those offered by pure-play vendors that serve only one portion of the transaction-processing value chain (such as only merchant acquiring or only payment services).
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Our broad suite of services spans the entire payment processing value chain and includes a range of front-end customer-facing solutions such as the electronic capture and authorization of transactions at the point-of-sale for both card present transactions and card-not-present transactions, as well as back-end support services such as the clearing and settlement of transactions and account reconciliation for card issuers. These include: (i) merchant acquiring services, which enable point of sales (“POS”) and e-commerce merchants to accept and process electronic methods of payment such as debit, credit, prepaid and electronic benefit transfer (“EBT”) cards; (ii) payment processing services, which enable financial institutions and other issuers to manage, support and facilitate the processing for credit, debit, prepaid, automated teller machines (“ATM”) and EBT card programs; and (iii) business process management solutions, which provide “mission-critical” technology solutions such as core bank processing, as well as IT outsourcing and cash management services to financial institutions, corporations and governments. We provide these services through scalable, end-to-end technology platforms that we manage and operate in-house and that generate significant operating efficiencies that enable us to maximize profitability.
We sell and distribute our services primarily through a proprietary direct sales force with established customer relationships. We continue to pursue joint ventures and merchant acquiring alliances. We benefit from an attractive business model, the hallmarks of which are recurring revenue, scalability, significant operating margins and moderate capital expenditure requirements. Our revenue is predominantly recurring in nature because of the mission-critical and embedded nature of the services we provide. In addition, we generally enter into multi-year contracts with our customers. We believe our business model should enable us to continue to grow our business organically in the primary markets we serve without significant incremental capital expenditures.
Factors and Trends Affecting the Results of Our Operations
The ongoing migration from cash and paper methods of payment to electronic payments continues to benefit the transaction- processing industry globally. We continue to believe that the penetration of electronic payments in the markets in which we operate is significantly lower relative to the U.S. market, which, together with the ongoing shift from cash and paper methods of payment to electronic payments will continue to generate growth opportunities for our business. For example, the adoption of banking products, including electronic payments, in the Latin America and Caribbean region is lower relative to the mature U.S. and European markets. We believe that the unbanked and underbanked population in our markets will continue to shrink, and therefore drive incremental penetration and growth of electronic payments in Puerto Rico and other Latin America regions. We also benefit from the outsourcing of technology systems and processes trend for financial institutions and government. Many medium- and small-size institutions in the Latin American markets in which we operate have outdated systems and updating these IT legacy systems is financially and logistically challenging, which presents a business opportunity for us.
In recent years, consumer preference has accelerated its shift away from cash and paper payment methods, noting increased demand for omni-channel payment services that facilitate cashless and contactless transactions. The ongoing migration to digital payment methods continues to benefit the transaction-processing industry globally. Technologies such as contactless payments, QR codes, tap to pay, mobile commerce, “e-wallets” and advanced and smart POS devices continue to drive the shift away from cash and other traditional payment methods. The Company has benefited from an increase in transaction volumes for these types of payment solutions. As consumers and merchants increase demand for contactless and mobility-based solutions, the Company has continued to innovate and invest, expanding the footprint and functionality of digital solutions such as Placetopay, our e-commerce gateway platform, our wallet ATH Movil and ATH Business, and Paystudio our issuing and acquiring processing platform. Additionally, aligned with this trend, the Company has also developed software to take advantage of Brazil's fastest instant money transfer system, Pix. We believe that the ongoing shift to digital payments will continue to generate substantial growth opportunities for our business.
Our payment businesses also generally experience moderate increased activity during the traditional holiday shopping periods and around other nationally recognized holidays, which follow consumer spending patterns.
Finally, our financial condition and results of operations are, in part, dependent on the economic and general conditions of the geographies in which we operate. Rising interest rates, inflationary pressures, foreign currency fluctuations, new or increased tariffs or the imposition of other trade barriers and economic uncertainty in the markets in which we operate may affect consumer confidence, which could result in a decrease in consumer spending and an impact to our financial results.
Relationship with Popular
On September 30, 2010, EVERTEC Group entered into a 15-year Master Service Agreement (“MSA”), and several related agreements with Popular. On July 1, 2022, we modified and extended the main commercial agreements with Popular, including obtaining a 10-year extension of the Merchant Acquiring Independent Sales Organization Agreement, a 5-year extension of the ATH Network Participation Agreement and a 3-year extension of the MSA (as amended, the “A&R ISO Agreement”). The
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A&R ISO Agreement, which defines our merchant acquiring relationship with Popular, now includes revenue sharing provisions with Popular. The MSA modifications also include the elimination of the exclusivity requirement, the inclusion of annual MSA minimums through September 30, 2028, a 10% discount on certain MSA services which began in October of 2025 and adjustments to the CPI pricing escalator clause. On the same date, we also sold to Popular certain assets in exchange for 4.6 million shares of EVERTEC common stock owned by Popular (collectively with the contract amendments, the "Popular Transaction"). On August 15, 2022, through a secondary offering, Popular sold its remaining shares of EVERTEC common stock. EVERTEC is no longer deemed a subsidiary of Popular under the Bank Holding Company Act. Popular continues to be the Company’s largest customer and for the six months ended June 30, 2026 approximately 25% of our revenues were generated from this relationship.
Results of Operations
Comparison of the three months ended June 30, 2026 and 2025
Three months ended June 30,
In thousands 2026 2025 Variance
Revenues $ 274,820 $ 229,607 $ 45,213 20 %
Operating costs and expenses
Cost of revenues, exclusive of depreciation and amortization 124,241 110,060 14,181 13 %
Selling, general and administrative expenses 57,310 35,104 22,206 63 %
Depreciation and amortization 39,991 28,309 11,682 41 %
Total operating costs and expenses 221,542 173,473 48,069 28 %
Income from operations $ 53,278 $ 56,134 $ (2,856) (5) %
Revenues
Total revenue for the three months ended June 30, 2026 was $274.8 million, an increase of 20% compared with $229.6 million in the prior year quarter driven by organic growth across most of the Company's segments, contributions from the recent acquisitions completed in the current and prior year and favorable foreign currency fluctuations. Merchant acquiring revenue benefited from higher sales volume, higher non-transactional revenues and an improvement in spread. Payments Puerto Rico revenue benefited from higher POS transactions and growth in ATH Movil, primarily in ATH Business, as well as a non-recurring volume-based benefit recognized during the quarter. Latin America revenue benefited from the contributions of recent acquisitions, and continued organic growth across the region. Revenue also benefited from foreign currency exchange rate fluctuations of $9.1 million, primarily in Brazil. Business Solutions revenue contracted mainly as a result of the 10% discount to Popular that came into effect in the fourth quarter of 2025.
Cost of Revenues
Cost of revenues, exclusive of depreciation and amortization, for the three months ended June 30, 2026 amounted to $124.2 million, an increase of $14.2 million or 13% when compared to the same period in the prior year. This increase was driven by the increase in revenue, primarily driven by higher personnel costs and professional fees related to the acquisitions completed in the current quarter and in the prior year, as well as higher cloud expenses.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months ended June 30, 2026 amounted to $57.3, an increase of $22.2 million or 63% when compared to the same period in the prior year. This increase was mainly driven by higher professional fees and personnel costs related to the acquisitions completed in the current quarter and in the prior year, coupled with higher equipment expenses and costs related to the cybersecurity incident response and remediation activities.
Depreciation and Amortization
Depreciation and amortization expense for the three months ended June 30, 2026 amounted to $40.0 million, an increase of $11.7 million or 41% when compared to the same period in the prior year. The increase was primarily driven by the amortization of intangible assets recognized in the recent acquisitions.
Non-Operating Expenses
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Three months ended June 30,
In thousands 2026 2025 Variance
Interest income $ 3,727 $ 3,079 $ 648 21 %
Interest expense (20,264) (16,719) (3,545) 21 %
(Loss) gain on foreign currency remeasurement (698) 1,348 (2,046) (152) %
(Losses) earnings from equity investees (7,768) 867 (8,635) (996) %
Other (expenses) income, net (1,124) 334 (1,458) (437) %
Total non-operating expenses $ (26,127) $ (11,091) $ (15,036) 136 %
Non-operating expenses for the three months ended June 30, 2026 increased by $15.0 million to $26.1 million when compared to the same period in the prior year. The increase was mainly related to an impairment loss of $8.9 million related to an Investment in equity investee, an increase in foreign currency remeasurement loss of $2.0 million and an increase in interest expense of $3.5 million resulting from the increased debt raised to finance the Dimensa and Tecnobank acquisitions, partially offset by an increase in interest income of $0.6 million.
Income Tax Expense
Three months ended June 30,
In thousands 2026 2025 Variance
Income tax expense $ 20,274 $ 4,070 $ 16,204 398 %
Income tax expense for the three months ended June 30, 2026 amounted to $20.3 million, compared to $4.1 million in the prior period. The effective tax rate for the period was 74.7%, compared with 9.0% in the prior year period. This increase was primarily driven by discrete tax items, including taxes associated with a dividend distribution from a foreign subsidiary as part of the Company’s capital allocation and funding strategy used to partially fund the acquisition of Dimensa, as well as a valuation allowance recorded against capital losses generated by impairment charges related to the Company's strategic decision to exit an Investment in equity investee. This increase is also attributable to the geographic mix of taxable income, including a larger proportion of income generated in higher tax rate foreign jurisdictions, as compared with Puerto Rico.
Comparison of the six months ended June 30, 2026 and 2025
Six months ended June 30,
In thousands 2026 2025 Variance
Revenues $ 522,743 $ 458,399 $ 64,344 14 %
Operating costs and expenses
Cost of revenues, exclusive of depreciation and amortization 242,486 224,669 17,817 8 %
Selling, general and administrative expenses 105,156 71,314 33,842 47 %
Depreciation and amortization 77,254 56,782 20,472 36 %
Total operating costs and expenses 424,896 352,765 72,131 20 %
Income from operations 97,847 105,634 (7,787) (7) %
Revenues
Total revenue for the six months ended June 30, 2026 was $522.7 million, an increase of 14% compared with $458.4 million in the prior year period for the same reasons explained above for the quarter. As it related to Business Solutions, revenue decreased primarily due to the same factors explained for above in the quarter and a non-recurring hardware and software sales executed in the prior year.
Cost of Revenues
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Cost of revenues, exclusive of depreciation and amortization, for the six months ended June 30, 2026 amounted to $242.5 million, an increase of $17.8 million or 8% when compared to the same period in the prior year. This increase was driven by the same factors explained for above in the quarter.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the six months ended June 30, 2026 amounted to $105.2 million, an increase of $33.8 million or 47% when compared to the same period in the prior year. This increase was mainly driven by the same factors explained for above in the quarter and cash payment of contingent considerations related to prior acquisitions.
Depreciation and Amortization
Depreciation and amortization expense for the six months ended June 30, 2026 amounted to $77.3 million, an increase of $20.5 million or 36% when compared to the same period in the prior year. The increase was primarily driven by the same factors explained for above in the quarter.
Non-Operating Expenses
Six months ended June 30,
2026 2025 Variance
Interest income 7,587 6,330 1,257 20 %
Interest expense (37,621) (33,707) (3,914) 12 %
(Loss) gain on foreign currency remeasurement (4,424) 515 (4,939) (959) %
(Losses) earnings from equity investees (6,322) 2,944 (9,266) (315) %
Other (expenses) income, net (937) 554 (1,491) (269) %
Total non-operating expenses (41,717) (23,364) (18,353) 79 %
Non-operating expenses for the six months ended June 30, 2026 increased by $18.4 million to $41.7 million when compared to the same period in the prior year. The increase was primarily driven by a $9.3 million unfavorable change in earnings from equity investees, as a result of $8.9 million of impairment losses recognized during the period, a $4.9 million increase in foreign currency remeasurement losses, an increase in interest expense of $3.9 million resulting from the increased debt raised to finance the Dimensa and Tecnobank acquisitions. These increases were partially offset by an increase in interest income of $1.3 million.
Income Tax Expense
Six months ended June 30,
In thousands 2026 2025 Variance
Income tax expense 24,506 8,206 $ 16,300 199 %
Income tax expense for the six months ended June 30, 2026 amounted to $24.5 million, compared to $8.2 million in the prior period. The effective tax rate for the period was 43.7%, compared with 10.0% in the prior year period. The increase in the effective tax rate was primarily driven by the same factors explained for above in the quarter.
Segment Results of Operations
The Company has four operating and reportable segments: Payment Services - Puerto Rico & Caribbean, Latin America Payments and Solutions, Merchant Acquiring, and Business Solutions based upon organization of the Company by the nature of products and services provided to customers and geography.
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The Payment Services - Puerto Rico & Caribbean segment revenues are comprised of revenues related to providing access to the ATH debit network and other card networks to financial institutions, including related services such as authorization, processing, management and recording of ATM and POS transactions, and ATM management and monitoring. The segment revenues also include revenues from card processing services (such as credit and debit card processing, authorization and settlement and fraud monitoring and control to debit or credit issuers), payment processing services (such as payment and billing products for merchants, businesses and financial institutions), ATH Movil (person-to-person) and ATH Business (person-to-merchant) digital transactions and EBT (which principally consist of services to the government of Puerto Rico for the delivery of benefits to participants). For ATH debit network and processing services, revenues are primarily driven by the number of transactions processed. Revenues are derived primarily from network fees, transaction switching and processing fees, and the leasing of POS devices. For card issuer processing, revenues are primarily dependent upon the number of cardholder accounts on file, transactions and authorizations processed, the number of cards embossed and other processing services. For EBT services, revenues are primarily derived from the number of beneficiaries on file.
The Latin America Payments and Solutions segment payment revenues consist of revenues related to providing access to the ATH network of ATMs and other card networks to financial institutions, including related services such as authorization, processing, management and recording of ATM and POS transactions, and ATM management and monitoring. The segment revenues also include revenues from card processing services (such as credit and debit card processing, authorization and settlement and fraud monitoring and control to debit or credit issuers), payment processing services (such as payment and billing products for merchants, businesses and financial institutions), as well as licensed software solutions for risk and fraud management and card payment processing. For network and processing services, revenues are primarily driven by the number of transactions processed. Revenues are derived primarily from transaction switching, processing fees, and the leasing of POS devices. For card issuer processing, revenues are primarily dependent upon the number of cardholder accounts on file, transactions and authorizations processed, the number of cards embossed, and other processing services. Solutions revenues consist of (a) licensing, support and maintenance (“subscription”), implementation and customization of software used to provide financial products in areas such as core banking, credit, investments, payments, foreign exchange, mutual funds, pension funds, consortium and insurance, in addition to software used to execute processes such as digital onboarding, digital signature, digital collection, and other digital transaction -related processes, including vehicle financing contract registration; and (b) outsourcing of mission critical IT services. Revenues are based on monthly fixed fees and, in several cases, variable fees based on usage.
The Merchant Acquiring segment consists of revenues from services that allow merchants to accept electronic methods of payment. In the Merchant Acquiring segment, revenues include a discount fee and membership fees charged to merchants, debit network fees and rental fees from POS devices and other equipment, net of credit card interchange and assessment fees charged by credit cards associations (such as VISA or MasterCard) or payment networks. The discount fee is generally a percentage of the transaction value. EVERTEC also charges merchants for other services that are unrelated to the number of transactions or the transaction value.
The Business Solutions segment consists of revenues from a full suite of business process management solutions in various product areas such as core bank processing, network hosting, managed services and managed security services, IT professional services, business process outsourcing, item processing, cash processing, and fulfillment. Core bank processing and network services revenues are derived in part from a recurrent fixed fee and from fees based on the number of accounts on file (i.e., savings or checking accounts, loans, etc.), server capacity usage or computer resources utilized. Revenues from other processing services within the Business Solutions segment are generally volume-based and depend on factors such as the number of accounts processed. In addition, EVERTEC is a reseller of hardware and software products and these resale transactions are generally non-recurring.
The Company’s Chief Operating Decision Maker ("CODM") is the President and Chief Executive Officer (“CEO”). The CODM uses revenue and Segment Adjusted EBITDA to evaluate segment performance and allocate resources, and regularly reviews performance at the segment level against budget and forecast when making decisions about the allocation of resources to each segment. Segment Adjusted EBITDA reviewed by the CODM is calculated as EBITDA further adjusted to exclude certain non-cash unrealized items and unusual expenses such as: share-based compensation, restructuring related expenses, fees and expenses from corporate transactions such as M&A activity and financing, equity investment income net of dividends received, and the impact from non-cash unrealized gains and losses on foreign currency remeasurement for assets and liabilities in non-functional currency. Segment Adjusted EBITDA is presented in conformity with ASC Topic 280, Segment Reporting, given that it is used by the CODM for purposes of evaluating performance and allocating resources.
Expense information that is regularly provided to the CODM on a consolidated financial statement basis includes personnel costs, professional fees, equipment expenses and cost of sales, adjusted primarily for the impact of share-based compensation, restructuring related expenses, and fees and expenses from corporate transactions such as M&A activity and financing.
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The Company does not report assets or other balance sheet information to the CODM on a segment basis as the Company’s CODM does not assess performance, make strategic decisions, or allocate resources based on this information. No segment expense information is regularly provided to the CODM and therefore the Company does not report significant segment expenses.
The following tables set forth information about the Company’s operations by its four reportable segments for the periods indicated below.
Comparison of the three months ended June 30, 2026 and 2025
Payment Services - Puerto Rico & Caribbean
Three months ended June 30,
In thousands 2026 2025
Revenues $ 60,869 $ 56,421
Segment Adjusted EBITDA 36,894 33,028
Segment Adjusted EBITDA Margin 60.6 % 58.5 %
Payment Services - Puerto Rico & Caribbean segment revenues for the three months ended June 30, 2026 increased by $4.4 million to $60.9 million when compared to the same period in the prior year. The increase in revenues was primarily driven by higher POS revenues driven by transaction growth, the continued strength in ATH Movil, primarily ATH Business coupled with higher vehicle registration and fine processing fees and a non-recurring volume-based benefit recognized during the quarter. Segment Adjusted EBITDA increased by $3.9 million to $36.9 million, driven by revenue growth, partially offset by higher cloud expenses.
Latin America Payments and Solutions
Three months ended June 30,
In thousands 2026 2025
Revenues $ 130,873 $ 86,055
Segment Adjusted EBITDA 39,656 23,350
Segment Adjusted EBITDA Margin 30.3 % 27.1 %
Latin America Payments and Solutions segment revenues for the three months ended June 30, 2026 increased by $44.8 million to $130.9 million when compared to the same period in the prior year, driven by the contribution from the acquisitions completed in the prior and current year and the continued organic growth across the region. Revenue also benefited from favorable foreign currency exchange rate fluctuations of $9.1 million, primarily in Brazil. Segment Adjusted EBITDA increased by $16.3 million to $39.7 million, primarily driven by the increase in revenue partially offset by higher personnel costs resulting from incremental headcount across the region, cloud expenses and higher professional fees.
Merchant Acquiring
Three months ended June 30,
In thousands 2026 2025
Revenues $ 52,301 $ 47,292
Segment Adjusted EBITDA 21,805 20,002
Segment Adjusted EBITDA Margin 41.7 % 42.3 %
Merchant Acquiring segment revenues for the three months ended June 30, 2026 increased by $5.0 million to $52.3 million when compared to the same period in the prior year. The revenue increase was primarily driven by higher sales volume, higher non-transactional revenues, as well as an improvement in spread. Segment Adjusted EBITDA increased by $1.8 million to $21.8 million mainly driven by higher revenue growth, partially offset by higher processing costs from the Payments Puerto Rico segment.
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Business Solutions
Three months ended June 30,
In thousands 2026 2025
Revenues $ 58,825 $ 64,519
Segment Adjusted EBITDA 22,556 26,032
Segment Adjusted EBITDA Margin 38.3 % 40.3 %
Business Solutions segment revenues for the three months ended June 30, 2026 decreased by $5.7 million to $58.8 million as compared to the prior year period. This decrease was primarily driven by the 10% discount to Popular that came into effect in the fourth quarter of 2025. Segment Adjusted EBITDA decreased by $3.5 million to $22.6 million as compared to the prior period primarily driven by the 10% discount to Popular partially offset by lower equipment expenses.
Comparison of the six months ended June 30, 2026 and 2025
Payment Services - Puerto Rico & Caribbean
Six months ended June 30,
In thousands 2026 2025
Revenues $ 119,314 $ 111,578
Segment Adjusted EBITDA 71,634 64,466
Segment Adjusted EBITDA Margin 60.0 % 57.8 %
Payment Services - Puerto Rico & Caribbean segment revenues for the six months ended June 30, 2026 increased by $7.7 million to $119.3 million when compared to the same period in the prior year. The increase in revenues was primarily driven by the same factors explained for above in the quarter, as well as higher revenue from services provided to the Latin America Payments and Solutions segment. Segment Adjusted EBITDA increased by $7.2 million to $71.6 million, primarily driven by the same factors explained for above in the quarter.
Latin America Payments and Solutions
Six months ended June 30,
In thousands 2026 2025
Revenues $ 241,203 $ 169,830
Segment Adjusted EBITDA 72,456 48,245
Segment Adjusted EBITDA Margin 30.0 % 28.4 %
Latin America Payments and Solutions segment revenues for the six months ended June 30, 2026 increased by $71.4 million to $241.2 million when compared to the same period in the prior year, driven by the same factors explained for above in the quarter. Revenue also benefited from favorable foreign currency exchange rate fluctuations of $15.8 million, primarily in Brazil. Segment Adjusted EBITDA increased by $24.2 million to $72.5 million, primarily driven by the same factors explained for above in the quarter.
Merchant Acquiring
Six months ended June 30,
In thousands 2026 2025
Revenues $ 100,706 $ 94,941
Segment Adjusted EBITDA 41,323 40,361
Segment Adjusted EBITDA Margin 41.0 % 42.5 %
Merchant Acquiring segment revenues for the six months ended June 30, 2026 increased by $5.8 million to $100.7 million when compared to the same period in the prior year. The revenue increase was primarily driven by the same factors explained for above in the quarter. Segment Adjusted EBITDA increased by $1.0 million to $41.3 million driven by the same factors explained for above in the quarter.
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Business Solutions
Six months ended June 30,
In thousands 2026 2025
Revenues $ 118,363 $ 130,083
Segment Adjusted EBITDA 44,193 48,243
Segment Adjusted EBITDA Margin 37.3 % 37.1 %
Business Solutions segment revenues for the six months ended June 30, 2026 decreased by $11.7 million to $118.4 million as compared to the prior year period. This decrease was primarily driven by the same factors explained for above in the quarter, as well as the impact from the non-recurring hardware and software sales executed during the prior year. Segment Adjusted EBITDA decreased by $4.1 million to $44.2 million as compared to the prior period primarily driven by the same factors explained for above in the quarter, partially offset by lower programming and infrastructure expenses.
Liquidity and Capital Resources
As of June 30, 2026, there were no material changes to our primary short-term and long-term requirements for liquidity and capital resources as disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 2, 2026. Our principal source of liquidity is cash generated from operations, and our primary liquidity requirements are the funding of working capital needs, capital expenditures, acquisitions, dividend payments, share repurchases and debt service. We also have a $200.0 million Revolving Facility, of which $159.4 million was available for borrowing as of June 30, 2026. The Company issues letters of credit against our Revolving Facility which reduce our availability of funds to be drawn.
As of June 30, 2026, we had cash and cash equivalents of $260.7 million, of which $226.3 million resides in our subsidiaries located outside of Puerto Rico for purposes of (i) funding the respective subsidiary’s current business operations and (ii) funding potential future investment outside of Puerto Rico. We intend to reinvest these funds outside of Puerto Rico, and based on our liquidity forecast, we will not need to repatriate this cash to fund the Puerto Rico operations or to meet debt-service obligations. However, if in the future we determine that we no longer need to maintain cash balances within our foreign subsidiaries, we may elect to distribute such cash to the Company in Puerto Rico. Distributions from the foreign subsidiaries to Puerto Rico may be subject to tax withholding and other tax consequences. Additionally, our credit agreement imposes certain restrictions on the distribution of dividends from subsidiaries.
Our primary use of cash is for operating expenses, working capital requirements, capital expenditures, acquisitions, dividend payments, share repurchases, debt service, and other transactions as opportunities present themselves.
Based on our current level of operations, we believe our existing cash flows from operations and the available secured Revolving Facility will be adequate to meet our liquidity needs for at least the next twelve months from the date of this Report. However, our ability to fund future operating expenses, dividend payments, capital expenditures, mergers and acquisitions, and our ability to make scheduled payments of interest, to pay principal on or refinance our indebtedness and to satisfy any other of our present or future debt obligations will depend on our future operating performance, which may be affected by general economic, financial and other factors beyond our control.
Six months ended June 30,
(In thousands) 2026 2025
Cash provided by operating activities $ 90,691 $ 86,128
Cash used in investing activities (228,949) (42,680)
Cash provided by (used in) financing activities 77,762 (40,325)
Effect of foreign exchange rate on cash, cash equivalents and restricted cash 16,563 15,205
Net decrease in cash, cash equivalents and restricted cash $ (43,933) $ 18,328
Net cash provided by operating activities increased by $4.6 million to $90.7 million for the six months ended June 30, 2026, compared to $86.1 million for the same period in the prior year. The increase was primarily driven by higher non-cash adjustments to net income, including an increase of $20.5 million in depreciation and amortization expense and the recognition of an $8.9 million non-cash impairment loss on an investment in an equity investee. Operating cash flows also benefited from favorable changes in working capital, primarily an increase of $25.1 million in accrued liabilities and accounts payable. These increases were partially offset by lower net income of $42.4 million, higher accounts receivable of $3.1 million, and decreases in income tax payable of $6.4 million and contract liabilities of $2.4 million during the period.
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Net cash used in investing activities for the six months ended June 30, 2026 was $228.9 million compared to $42.7 million for the same period in the prior year. The increase was primarily attributable to the acquisition completed during the current quarter for $179.8 million, net of cash acquired and an increase of $5.7 million in software additions.
Net cash provided by financing activities for the six months ended June 30, 2026 was $77.8 million compared with cash used of $40.3 million for the same period in the prior year. The net cash provided by financing activities reflected the impact of the issuance of long term debt in connection with the Dimensa acquisition, partially offset by an increase in share repurchases of $67.0 million, an increase of $17.9 million related to the payment of the remaining non-controlling interests in Brazil, and an increase in settlement activities of $4.7 million.
Capital Resources
Our principal capital expenditures are for hardware and computer software (purchased and internally developed) and additions to our property and equipment. During the six months ended June 30, 2026 and 2025, we invested approximately $47.8 million and $42.3 million in our capital resources, respectively. Generally, we fund capital expenditures with cash generated from operations and, if necessary, borrowings under our Revolving Facility.
Dividend Payments
On February 19, 2026, the Company's Board declared quarterly cash dividends of $0.05 per share of common stock, which was paid on March 6, 2026 to stockholders' of record on March 2, 2026. On April 30, 2026, the Board declared quarterly cash dividends of $0.05 per share of common stock, which was paid on June 5, 2026 to stockholders' of record on May 11, 2026. On July 23, 2026, the Board declared a regular quarterly cash dividend of $0.05 per share on the Company’s outstanding shares of common stock. The dividend is expected to be paid on September 4, 2026 to stockholders of record as of the close of business on August 3, 2026. The Board anticipates declaring this dividend in future quarters on a regular basis; however future declarations of dividends are subject to the Board’s approval and may be adjusted as business needs or market conditions change.
Financial Obligations
Secured Credit Facilities
On December 1, 2022, EVERTEC and EVERTEC Group, entered into a credit agreement with a syndicate of lenders and Truist Bank, as administrative agent and collateral agent, providing for a $415.0 million term loan A facility (the “TLA Facility”) that matures on December 1, 2027, and a $200.0 million revolving credit facility (the “Revolving Facility”) that matures on December 1, 2027 (the “Credit Agreement”). Under the Revolving Facility the Company may request up to $20.0 million as part of the swingline, which consists of short-term borrowings, that allows the Company to obtain same-day, short-duration advances to address immediate liquidity needs. On October 30, 2023, EVERTEC and EVERTEC Group entered into a first amendment to the Credit Agreement with a syndicate of lenders and Truist, as administrative agent and collateral agent, providing for (i) additional term A loans in the amount of $60.0 million and a new tranche of term loan B commitments in the amount of $600.0 million maturing October 30, 2030 (the “TLB Facility”). On May 16, 2024, November 26, 2024 and August 12, 2025, EVERTEC and EVERTEC Group entered into second, third and fourth amendments to its Credit Agreement, each providing for a pricing reduction to its TLB Facility. On November 25, 2025, EVERTEC and EVERTEC Group entered into the fifth amendment to its Credit Agreement which provides for an additional $150.0 million under its TLB Facility. On May 18, 2026, EVERTEC and EVERTEC Group entered into the sixth amendment to its Credit Agreement which provides for an additional $185.0 million under its TLB Facility.
At June 30, 2026, the unpaid principal balance of the TLA Facility and TLB Facility were $393.8 million and $875.0 million, respectively. At June 30,2026, the outstanding balance of the Revolving Facility was $35.0 million and the additional borrowing capacity for the Revolving Facility was $159.4 million, considering letters of credit issued. The Company issues letters of credit against the Revolving Facility which reduce the additional borrowing capacity of the Revolving Facility.
Deferred Consideration from Business Combinations
As part of the Company’s merger and acquisition activities, the Company may enter into agreements by which a portion of the purchase price is financed directly by the seller. At June 30, 2026 and December 31, 2025, the unpaid principal balance of these agreements amounted to $2.3 million and $6.2 million, respectively. Obligations bear interest at rates ranging from 8.2% to 12.9% with maturities ranging from January 2027 through March 2027. Deferred consideration is presented in accounts payable on the Company's unaudited condensed consolidated balance sheet.
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Note Payable
In September 2023, EVERTEC Group entered into a non-interest bearing financing agreement amounting to $10.1 million to purchase software and maintenance which the Company recorded on a discounted basis using an implied interest of 6.9%. As of June 30, 2026, the outstanding principal balance of the note payable on a discounted basis was $5.3 million. The current portion of the note is included in accounts payable and the long-term portion is included in other long-term liabilities on the Company's unaudited condensed consolidated balance sheet.
Interest Rate Swaps
As of June 30, 2026, the Company has three interest rate swap agreements which convert a portion of the interest rate payments on the Company's Facilities from variable to fixed. The interest rate swaps are used to hedge the market risk from changes in interest rates corresponding with the Company's variable rate debt. The interest rate swaps are designated as cash flow hedges and are considered highly effective. Cash flows from the interest rate swaps are included in the accrued liabilities and accounts payable line item in the Company's unaudited condensed consolidated statements of cash flows. Changes in the fair value of the interest rate swaps are recognized in other comprehensive income (loss) until the gains or losses are reclassified to earnings. Gains or losses reclassified to earnings are presented within interest expense in the accompanying condensed consolidated statements of income and comprehensive income.
Swap Agreement Effective date Maturity Date Notional Amount Variable Rate Fixed Rate
2023 Swap November 2024 December 2027 $250 million 1-month SOFR 3.375%
2024 Swap March 2024 October 2027 $150 million 1-month SOFR 4.182%
2024 Swap March 2024 October 2027 $150 million 1-month SOFR 4.172%
At June 30, 2026, the carrying amount of the derivatives included on the Company's unaudited condensed consolidated balance sheet was an asset $2.0 million and a liability of $0.8 million. At December 31, 2025, the carrying amount of the derivatives was a liability of $5.2 million. The fair values of these derivatives are estimated using Level 2 inputs in the fair value hierarchy on a recurring basis. Refer to Note 9 - Equity for disclosure of gains (losses) recorded on cash flow hedging activities.
During the three and six months ended June 30, 2026, the Company reclassified gains of $0.2 million and $0.4 million, from accumulated other comprehensive loss into interest expense compared to gains of $0.8 million and $1.5 million for the corresponding period in 2025. Based on expected SOFR rates, the Company expects to reclassify gains of $0.7 million from accumulated other comprehensive loss into interest expense over the next 12 months.
Covenant Compliance
As of June 30, 2026, the total secured net leverage ratio was 2.55 to 1.00. As of the date of filing of this Report, no event has occurred that constitutes an Event of Default or Default.
In this Report, we refer to the term “Adjusted EBITDA” to mean EBITDA as so defined and calculated in a substantially consistent manner for purposes of determining compliance with the total secured net leverage ratio based on the financial information for the last twelve months at the end of each quarter.
Net Income Reconciliation to EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share (Non-GAAP Measures)
The non-GAAP measures referenced in this Report are supplemental measures of the Company’s performance and are not required by, or presented in accordance with, accounting principles generally accepted in the United States of America (“GAAP”). They are not measurements of the Company’s financial performance under GAAP and should not be considered as alternatives to total revenue, net income or any other performance measures derived in accordance with GAAP or as alternatives to cash flows from operating activities, as indicators of operating performance or as measures of the Company’s liquidity. In addition to GAAP measures, management uses these non-GAAP measures to focus on the factors the Company believes are pertinent to the daily management of the Company’s operations and believes that they are also frequently used by analysts, investors and other stakeholders to evaluate companies in our industry. These measures have certain limitations in that they do not include the impact of certain expenses that are reflected in our unaudited condensed consolidated statements of income and comprehensive income that are necessary to run our business. Other companies, including other companies in our industry, may not use these measures or may calculate these measures differently than as presented herein, limiting their usefulness as comparative measures.
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Reconciliations of the non-GAAP measures to the most directly comparable GAAP measure are included below. These non-GAAP measures include EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share, each as defined below.
EBITDA is defined as earnings before interest, taxes, depreciation and amortization.
Adjusted EBITDA is defined as EBITDA further adjusted to exclude certain non-cash items and unusual expenses such as: share-based compensation, restructuring related expenses, fees and expenses from corporate transactions such as M&A activity and financing, multi-year non-recurring gains recognized in connection with the sale of tax credits, equity investment income net of dividends received, and the impact from unrealized gains and losses on foreign currency remeasurement for assets and liabilities in non-functional currency. Segment Adjusted EBITDA which is the measure reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance, is presented in conformity with Accounting Standards Codification 280, Segment Reporting, and for this reason is excluded from the definition of non-GAAP financial measures under the Securities and Exchange Commission's Regulation G and Item 10(e) of Regulation S-K. See Note 16 – Segment Information for further information. The Company’s presentation of Adjusted EBITDA is substantially consistent with the equivalent measurements that are contained in the secured credit facilities in testing EVERTEC Group’s compliance with covenants therein such as the secured leverage ratio. Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of total revenues.
Adjusted Net Income is defined as Adjusted EBITDA less: operating depreciation and amortization expense, defined as GAAP Depreciation and amortization less amortization of intangibles related to acquisitions such as customer relationships, trademarks, non-compete agreements, among others; cash interest expense defined as GAAP interest expense, less GAAP interest income adjusted to exclude non-cash amortization of debt issue costs and premiums and accretion of discount; income tax expense which is calculated on adjusted pre-tax income using the applicable GAAP tax rate, adjusted for uncertain tax position releases, tax true-ups, windfall from share-based compensation, unrealized gains and losses from foreign currency remeasurement, among others; and non-controlling interests, net of amortization for intangibles created as part of the purchase.
Adjusted Earnings per common share is defined as Adjusted Net Income divided by diluted shares outstanding.
The Company uses Adjusted Net Income to measure the Company’s overall profitability because the Company believes it better reflects the comparable operating performance by excluding the impact of the non-cash amortization and depreciation that was created as a result of merger and acquisition activity. In addition, in evaluating EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share, you should be aware that in the future the Company may incur expenses such as those excluded in calculating them.
A reconciliation of net income to EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share is provided below:
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Three months ended June 30, Six months ended June 30, Twelve months ended
(In thousands, except per share information) 2026 2025 2026 2025 June 30, 2026
Net income $ 6,877 $ 40,973 31,624 74,064 $ 102,120
Income tax expense 20,274 4,070 24,506 8,206 26,115
Interest expense, net 16,537 13,640 30,034 27,377 55,900
Depreciation and amortization 39,991 28,309 77,254 56,782 142,558
EBITDA 83,679 86,992 163,418 166,429 326,693
Equity income (1) 7,768 (867) 6,322 (2,944) 7,646
Compensation and benefits (2) 9,481 7,974 22,779 19,594 39,218
Transaction, refinancing and other (3) 7,709 (186) 9,438 (560) 19,856
Loss (gain) on foreign currency remeasurement (4) 698 (1,348) 4,424 (515) 4,347
Adjusted EBITDA 109,335 92,565 206,381 182,004 397,760
Operating depreciation and amortization (5) (19,991) (16,904) (38,895) (33,524) (74,160)
Cash interest expense, net (6) (14,881) (13,031) (27,098) (25,995) (51,800)
Income tax expense (7) (6,834) (4,446) (13,998) (7,643) (22,754)
Non-controlling interest (8) (2,874) (519) (5,586) (917) (8,966)
Adjusted net income $ 64,755 $ 57,665 $ 120,804 $ 113,925 $ 240,080
Net income per common share (GAAP):
Diluted $ 0.09 $ 0.62 $ 0.47 $ 1.13
Adjusted Earnings per common share (Non-GAAP):
Diluted $ 1.05 $ 0.89 $ 1.95 $ 1.76
Shares used in computing adjusted earnings per common share:
Diluted 61,446,374 64,870,358 62,030,514 64,808,817
1)Represents the elimination of non-cash equity earnings from equity investments, net of dividends received and non- recurring impairment charges.
2)Primarily represents share-based compensation and severance payments.
3)Primarily represents fees and expenses associated with transactions as defined in the Credit Agreement and other non-recurring expenses.
4)Represents non-cash unrealized losses and (gains) on foreign currency remeasurement for assets and liabilities denominated in non-functional currencies.
5)Represents operating depreciation and amortization expense, which excludes amounts generated as a result of merger and acquisition activity.
6)Represents interest expense, less interest income, as they appear on the unaudited condensed consolidated statements of income and comprehensive income (loss), adjusted to exclude non-cash amortization of the debt issue costs and premiums, and accretion of discount.
7)Represents income tax expense calculated on adjusted pre-tax income using the applicable GAAP tax rate, adjusted for certain discrete items and other non-recurring tax items.
8)Represents the non-controlling equity interests, net of amortization for intangibles created as part of the acquisition.
Critical Accounting Estimates
Our consolidated financial statements are prepared in accordance with GAAP. In connection with the preparation of our financial statements, we are required to make estimates and assumptions about future events and apply judgments that affect the reported amounts of certain assets and liabilities, and in some instances, the reported amounts of revenues and expenses during the period. We base our assumptions, estimates, and judgments on historical experience, current events, and other factors that management believes to be relevant at the time our condensed consolidated financial statements are prepared. However, because future events are inherently uncertain and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. For a description of the Company’s critical accounting estimates, refer to “Part II—Item 7-Management’s Discussion and Analysis of Financial Condition and Results of
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Operations-Critical Accounting Estimates” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 2, 2026.