EVTC 10-K & 10-Q changes, risk factors and insider trading

Our services to Banco Popular, our largest customer, account for a significant portion of our revenues, and we expect that our services to Popular will continue to represent a significant portion of our revenues for the foreseeable future. If Popular were to terminate or fail to make required payments under the A&R MSA, or our other material agreements with Popular, or if Popular were to significantly reduce the services it receives from us under such agreements, our revenues could be materially reduced and our profitability and cash flows could also be materially reduced, all of which would have a material adverse effect.

For the year ended December 31, 2024,2025, approximately 31%29% of our revenue was attributable to Banco Popular, a wholly-owned subsidiary of Popular. The A&R MSA by and among Popular, Banco Popular de Puerto Rico and EVERTEC Group, is our most significant client contract, and was amended and restated to include a term ending in 2028. If Popular were to terminate or fail to make required payments under the A&R MSA, or our other material agreements with Popular, or if Popular were to significantly reduce the services it receives from us under such agreements, our revenues could be materially reduced and our profitability and cash flows could also be materially reduced, all of which would have a material adverse impact on our financial condition and results of operations.

Growth in our merchant acquiring business is derived primarily from acquiring new merchant relationships, new and enhanced product and service offerings, cross selling products and services into existing relationships, the shift of consumer spending to increased usage of electronic forms of payment, and the strength of our existing commercial relationship with Banco Popular. A substantial portion of our business is generated from our Amended and Restated Independent Sales Organization Sponsorship and Services Agreement (the “A&R ISO Agreement”) with Banco Popular, which was amended and restated in July 2022, among other things, to extend its term to endends in 2035.

Banco Popular acts as a merchant referral source and provides sponsorship into the ATH, Visa, Discover and MasterCard networks for merchants, as well as card association sponsorship, clearing and settlement services. We provide transaction-processing and related functions. Both we and Popular, as alliance partners, may provide management, sales, marketing, and other administrative services to merchants. Although Banco Popular is not our sole distribution channel, it is the most significant. We rely on the continuing growth of our merchant relationships, which in turn is dependent upon our alliance with Banco Popular and other distribution channels. There can be no guarantee that this growth will continue and the loss or deterioration of these relationships, whether due to the termination or non-renewal of the A&R ISO Agreement or otherwise, could negatively impact our business and result in a material reduction of our revenue and income.

If we are unable to renew or negotiate extensions for our A&R MSA with Popular, A&R ISO Agreement with Banco Popular and A&R ATH Network Participation Agreement with Banco Popular (together with its ATH Support Schedule, the “A&R BPPR ATH Agreement”), or if we are required to provide significant concessions to Popular or Banco Popular to secure extensions or otherwise, our ability to renegotiate our debt, secure additional debt, results of operations, financial condition and trading price of our common stock may be materially adversely affected.

Our A&R ISO Agreement with Banco Popular, which sets our merchant acquiring relationship with Popular, includes revenue sharing provisions with Popular.Popular, as well as a split of merchant agreements in the event of termination or non-renewal. Banco Popular sponsors us as an independent sales organization with respect to certain payment card network and is required to exclusively refer to us any merchant that inquires about the service, requests or otherwise shows interest in merchant and other services. If the A&R ISO Agreement is not renewed,renewed or is terminated, we will have to seek other card association sponsors, we may have to assign to Banco Popular up to 50% our merchant contracts, we will not benefit from Banco Popular referral of merchants and we may experience the loss of someadditional merchants if Banco Popular itself enters the merchant acquiring business or agrees to sponsor another independent sales organization. Any of these events may negatively impact our financial condition and results of operations.

The A&R MSA, A&R ISO Agreement, and A&R BPPR ATH Agreement, amended and restated in July 2022,Agreement have terms ending in 2028, 2035, and 2030, respectively.

Our contracts with private clients generally run for a period of one to six years, and usually contain automatic renewal periods. Our government contracts typically run for one year and do not include automatic renewal periods due to government procurement rules and related fiscal funding requirements. Our standard merchant contract has an initial term of up to three years, with automatic one-year renewal periods. At the end of the relevant contract term, clients can renew or renegotiate their contracts with us, but may also decide to engage one of our competitors to provide products and services. If we are not successful in achieving high renewal rates and/or contract terms that are favorable to us, our results of operations and financial condition may be adversely affected.

We rely on our information technology systems, employees and certain suppliers and counterparties, and certain failures or disruptions in those systems or chains that could materially adversely affect our operations.

Many of our services are based on sophisticated software, technology, computing systems, and other IT Systems, and we may encounter delays when developing new technology solutions and services. We and our third-party providers regularly experience cyberattacks and other incidents, and we expect such attacks and incidents to continue in varying degrees. In particular, we have experienced actual and attempted cyber-attacks of our IT Systems, such as through phishing scams, ransomware, exploitation of vulnerabilities in our IT Systems, and other methods of attack. Even though some of these attacks have been successful, none of these actual or attempted cyber-attacks has had a material adverse impact on our operations or financial condition but we cannot guarantee that material incidents will not occur in the future. The IT Systems underlying our services have occasionally contained, and may in the future contain, undetected errors or defects when first introduced or when new versions are released. We may experience difficulties in installing or integrating our IT Systems on platforms used by our customers. For example, in 2024, we identified a cybersecurity incident that exploited a third-party software vulnerability and resulted in unauthorized access to our IT systems that were utilized for servicing certain of our customers. We immediately activated our incident response plan and enlisted the support of third-party cybersecurity forensic experts to assist our team with the investigation. There was no impact on our operations due to the incident, which was swiftly contained and remediated following its detection without any material adverse effect on our operations or financial condition.

Our businesses are dependent on our ability to reliably process, record and monitor a large number of transactions. We settle funds on behalf of financial institutions, other businesses and consumers and process funds transactions from clients, card issuers, payment networks and consumers on a daily basis for a variety of transaction types. Transactions facilitated by us include debit card, credit card, electronic bill payment transactions, ACH payments, electronic benefits transfer (“EBT”) transactions and check clearing that supports consumers, financial institutions, and other businesses. These payment activities rely upon technology infrastructure that facilitates the verification of activity with counterparties, the facilitation of the payment and, in some cases, the detection or prevention of fraudulent payments. If any of our financial, accounting, or other data processing systems or applications or other IT Systems fail or experience other significant shortcomings, our ability to serve our clients and accordingly our results of operations could be materially adversely affected. Such failures or shortcomings could be the result of events that are beyond our control, which may include, for example, computer viruses, fires, electrical or telecommunications outages, natural disasters, future disease pandemics or other public health crisis, terrorist acts, political instability, or other unanticipated damage to property or physical assets. Certain of these events may become more frequent or intense as a result of climate change or other environmental or social pressures. For more information, see our risk factor titled "Our operations, business, customers and partners could be adversely affected by climate change or other environmental or social pressures". Any such shortcoming could also damage our reputation, require us to expend significant resources to correct the defect, and may result in liability to third parties, especially since some of our contractual agreements with financial institutions require the crediting of certain fees if our systems do not meet certain specified service levels.

Unauthorized access to our or third-party IT Systems could result in the theft or publication, the deletion or modification or other compromise to the confidentiality, integrity or availability of Confidential Information and could disrupt successful operations of our businesses. These risks increase when we transmit information over the Internet as our visibility in the global payments industry attracts hackers to conduct attacks on our systems. Our security measures may also be breached due to the mishandling or misuse of Confidential Information; for example, if such information were erroneously provided to parties who are not permitted to have the information, either by employees acting contrary to our policies or as a result of a fault in our systems. For instance, in August 2025, Sinqia identified unauthorized activity in its environment of the Brazilian Central Bank (“BCB”) real-time payment system known as Pix. In response, Sinqia promptly halted transaction processing, engaged external cybersecurity forensic experts, and notified relevant authorities and affected customers. Approximately R$710 million in unauthorized transactions affected two Sinqia customers. Within days of the incident, the two affected Sinqia customers confirmed they had successfully recovered significant portions of such unauthorized transaction amounts. We determined that the incident did not have a material adverse impact on our operations or financial condition.

All our businesses require a wide range of expertise and intellectual capital to adapt to the rapidly changing technological, social, economic and regulatory environments. In order to successfully compete and grow, we must recruit, retain and develop personnel who can provide the necessary expertise across a broad spectrum of intellectual capital needs. In addition, we must develop, maintain and, as necessary, implement appropriate succession plans to assure we have the necessary human resources capable of maintaining continuity in our business and the businesses we acquire, such as Sinqia.acquire. The market for qualified personnel is competitive and we may not succeed in recruiting additional personnel or may fail to effectively replace current personnel who depart with qualified or effective successors. In addition, from time to time, there may be changes in our management team that may be disruptive to our business. If our management team, including new hires that we make, fails to work together effectively and to execute our plans and strategies on a timely basis, our business could be harmed. Our effort to retain and develop personnel may also result in significant additional expenses, which could adversely affect our profitability, and may not have the desired effect.profitability. We cannot assure that key personnel, including our executive officers, will continue to be employed or that we will be able to attract and retain qualified personnel in the future. Failure to recruit, retain or develop qualified personnel could adversely affect our business, financial condition or results of operations.

CertainMost states in the United States and most countries where we conduct our business have adopted privacy and security laws that may apply to our business. These laws generally require companies to implement specific privacy and information security controls and legal protections to protect certain types of personal information and to collect or use it subject to disclosures. Additional compliance investment and potential business process changes may continue to be required as these laws and others go into effect. Further, in order to comply with the varying state laws around data breaches, we must maintain adequate security measures, which require significant investments in resources and ongoing attention. Additionally, our customers and business partners are imposing more stringent obligations on us in the form of contracts regarding privacy and information security. Laws, rules and regulations relating to privacy and data security are, in some cases, relatively new and the interpretation and application of these laws are uncertain.

Changes in payment card network or other network rulesrules, standards or standardsmandates could adversely affect our business.

In order to provide our transaction-processing services, several of our subsidiaries are registered with or certified by Visa, Mastercard, American Express, Discover and MasterCardother and otherpayment networks as members or as third-party providers for member institutions. As such, we and many of our customers are subject to payment card network rules that could subject us or our customers to a variety of fines or penalties that may be levied by the networks for certain acts or omissions by us, acquirer customers, processing customers and merchants. Visa, Discover, MasterCard and other networks, some of which are our competitors, set the standards with which we must comply. The termination of Banco Popular’s or our subsidiaries’ member registration or our subsidiaries’ status as a registered and certified third party service provider, or any changes in payment network rulesrules, standards or standards,mandates, including interpretation and implementation of the rulesrules, standards or standards,mandates, that increase the cost of doing business or limit our ability to provide transaction-processing services to or through our customers, could have an adverse effect on our business, results of operations and financial condition.

Regulation of the electronic payment card industry has increased significantly in recent years. There is also continued scrutiny by the U.S. Congress of the manner in which payment card networks and card issuers set various fees. Banking regulators have been strengthening their examination guidelines with respect to relationships between banks and their third-party service providers, such as us. Any such heightened supervision of our relationship with our banking and financial services customers, including Popular, could have an effect on our contractual relationship with our customers as well as on the standards applied in the evaluation of our services. See “Part I, Item 1. Business- Business—Government Regulation and Payment Network Rules- Rules—Regulatory Reform and Other Legislative Initiatives.”

Puerto Rico’s location in the Caribbean exposes the island to increased risk of hurricanes and other severe tropical weather conditions and natural disasters. Hurricanes and other natural disasters including earthquakes and wildfires, and their potential aftermaths, such as widespread power outages in Puerto Rico, damage to infrastructure and communications networks, and the temporary cessation and slow pace of reestablishment of regular day-to-day commerce, may severely impact the economies of Puerto Rico and the Caribbean more generally. These events have accelerated and could continue to accelerate the ongoing emigration trend of Puerto Rico residents to the United States. Prolonged delays in the repairs to the island’s infrastructures, decline in business volumes, insufficient federal recovery and rebuilding assistance and any other economic declines due to natural disasters and their aftermaths may impact the demand for our services and could have a material adverse effect on our business and results of operations. Additionally, future pandemics or any other public health crises may materially adversely affect our business, results of operations and financial condition, similar to or beyond those disruptions and operational consequences that we experienced in connection with the COVID-19 pandemic.condition. Prolonged economic uncertainties could limit our ability to grow our business and negatively affect our operating results. Moreover, the global electronic payments industry and the banking and financial services industries depend heavily upon the overall levels of consumer, business and government spending. Adverse economic conditions could result in a decrease in consumers' use of banking services and financial service providers resulting in significant decreases in the demand for our products and services which could adversely affect our business and operating results.

Unauthorized parties may attempt to copy or misappropriate certain aspects of our services, infringe upon our rights, or to obtain and use information that we regard as proprietary. Policing such unauthorized use of our proprietary rights is often very difficult and, therefore, we are unable to guarantee that the steps we have taken will prevent misappropriation of our proprietary software/technology or that the agreements entered into for that purpose will be effective or enforceable in all instances. Misappropriation of our intellectual property or potential litigation concerning such matters could have a material adverse effect on our results of operations or financial condition. Our registrations and/or applications for trademarks, copyrights, and patents could be challenged, invalidated, or circumvented by others and may not be of sufficient scope or strength to provide us with maximum protection or meaningful advantage. Managing any such challenges, even if they lack merit, could: (i) be expensive and time-consuming to defend; (ii) cause us to cease making, licensing, or using software or applications that incorporate the challenged intellectual property; (iii) require us to redesign our software or applications, if feasible; (iv) divert management’s attention and resources; and (v) require us to enter into royalty or licensing agreements in order to obtain the right to use necessary technologies. The laws of certain foreign countries in which we do business or contemplate doing business in the future may not protect intellectual property rights to the same extent as do the laws of the United States or Puerto Rico. Adverse determinations in judicial or administrative proceedings related to intellectual property or licenses could prevent us from selling our services and products or prevent us from preventing others from selling competing services, impose liability costs on us, or result in a non-favorable settlement, all of which could result in a material adverse effect on our business, financial condition and results of operations.

If EVERTEC Group doeshas not comply with the terms of itsa preferential tax exemption grant,grant itfrom maythe beGovernment subjectof Puerto Rico. If EVERTEC fails to reduction of the benefits of the grant, tax penalties, other payment obligationsrenew or fullextend revocationsuch ofgrant theor grant,fails whichto comply with its terms, we could have a material adverse effect on our financial condition, results of operations and our stock price.

EVERTEC Group has a tax exemption grant under the Tax Incentive Act No. 73 of 2008 from the Government of Puerto Rico. Under this grant, EVERTEC Group will benefit from a preferential income tax rate of 4% on industrial development income, as well as from tax exemptions with respect to its municipal and property tax obligations for certain activities derived from its data processing operations in Puerto Rico. The grant has a term of 15 years effective as of January 1, 2012 with respect to income tax obligations and July 1, 2013 and January 1, 2013 with respect to municipal and property tax obligations, respectively. More than 90% of our Puerto Rico taxable income benefits from the preferential tax rates under the grant.

The grant contains customary commitments, conditions, and representations that EVERTEC Group is required to comply with in order to maintain the grant. The more significant commitments include: (i) maintaining at least 750 employees in EVERTEC Group’s Puerto Rico data processing operations during 2012 and at least 700 employees for the remaining years of the grant, (ii) investing at least $200.0 million in building, machinery, equipment or computer programs to be used in Puerto Rico during the effective term of the grant (to be made over four year capital investment cycles in $50.0 million increments), (iii) an additional best efforts capital investments requirement of $75.0 million by December 31, 2026 (to be made over four year capital investment cycles in $20.0 million the first three increments and $15.0 million the last increment); and (iv) 80% of EVERTEC Group employees must be residents of Puerto Rico. Failure to meet the requirements could result, among other things, in reductions in the benefits of the grant, tax penalties, other payment obligations or revocation of the grant in its entirety,entirety. whichIn addition, if Evertec Group fails to renew or extend the decree, all preferential tax benefits will expire on December 31, 2026 for income tax purposes, December 31, 2027 and June 30, 2028 for property and municipal license tax obligations respectively. Any of these potential outcomes could have a material adverse effect on our financial condition and results of operations.

We conduct business and file income tax returns in several jurisdictions. Our consolidated effective income tax rate could be materially adversely affected by several factors, including: changing tax laws, regulations and treaties, or the interpretation thereof; tax policy initiatives and reforms (such as those related to the One Big Beautiful Bill Act, or OBBBA, Organization for Economic Co-Operation and Development’s (“OECD”) Base Erosion and Profit Shifting, or BEPS, project and other initiatives); the practices of tax authorities in jurisdictions in which we operate; the resolution of issues arising from tax audits or examinations and any related interest or penalties. Such changes may include (but are not limited to) the taxation of operating income, investment income, dividends received or (in the specific context of withholding tax) dividends, royalties and interest paid.

Further, a continued strengthening of the U.S. dollar could create inflationary pressures and cause foreign governments to, among other measures, increase interest rates. Restrictive macroeconomic policies could reduce the stability of foreign economies and harm our results of operations and profitability.

We may in the future seek to acquire or invest in businesses, joint ventures, products and platform capabilities, or technologies that we believe could complement or expand our products and platform capabilities, enhance our technical capabilities, or otherwise offer growth opportunities. For example, (i) in November 2023, we completed a the Sinqia Transaction, pursuant to which, among other things, Sinqia became a wholly-owned subsidiary of Evertec BR.BR; (ii) in October 2025, we completed the Tecnobank Transaction, pursuant to which Evertec BR became owner of 75% of Tecnobank's share capital; and (iii) in January 2026, we announced the entry into a share purchase agreement to acquire 100% of the share capital of Dimensa S.A. Any such acquisition or investment may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable opportunities, whether or not the transactions are completed, and may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products and platform capabilities, personnel, or operations of the acquired companies, particularly if we are unable to retain the key personnel of the acquired company, their software is not easily adapted to work with our existing platforms, or we have difficulty retaining customer, vendors and other relationships of any acquired business due to changes in ownership, management, or otherwise. These transactions may also disrupt our business, divert our resources, and require significant management attention that would otherwise be available for development of our existing businesses. Any such transactions that we are able to complete may not result in any synergies or other benefits we had expected to achieve, which could result in substantial impairment charges.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) focuses on discussion of our 2025 results as compared to our 2024 results. For discussion of our 2024 results as compared to our 2023 results. For discussion of our 2023 results as compared to our 2022 results, see “Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” within our Annual Report on Form 10-K for the year ended December 31, 20232024 filed with the SEC on FebruaryMarch 29,3, 2024.2025. See Note 1 to the Audited Consolidated Financial Statements for additional information about the Company and the basis of presentation of our financial statements. You should read the following discussion and analysis in conjunction with the 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 and Risk Factor Summary” for a discussion of the risks, uncertainties and assumptions associated with these statements.

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 access to products for the financial sector in Brazil,Latin America, which includesinclude solutions such as core banking, investments, asset management, pension funds and consortium. 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.

•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).

On MarchJuly 4,30, 2024,2025 the Board of Directors (the “Board”) of Evertec approved an increase to Evertec’s existing share repurchase authorization to permit future repurchases of up to an aggregate of $220$150 million worth of shares of the Company’s common stock, par value $0.01 per share,share by December 31, 2025.2026. Under the repurchase program, the Company may repurchase shares in the open market, through accelerated share repurchase programs, Rule 10b5-1 plans, or in privately negotiated transactions.transactions, subject to business opportunities and other factors.

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, currently the adoption of banking products, including electronic payments, in the Latin America and Caribbean region is lower relative to the mature U.S. and European markets. 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.America. 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.

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 fluctuationsfluctuations, 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.

The Company’s revenue recognition policy follows the guidance from Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which provide guidance on the recognition, presentation, and disclosure of revenue in the consolidated financial statements. Application of this policy requires us to make certain judgementsjudgments and estimates.

Complex arrangements with nonstandard terms and conditions may require significant contract interpretation to determine the appropriate accounting. Specifically, when another party is involved in providing goods or services to a customer, the Company evaluates, for each performance obligation, whether it is providing the goods or services itself (i.e., as principal), or if it is only arranging on behalf of the other party. Changes in judgementjudgment with respect to assumptions and estimates in revenue recognition could impact the amount of revenue recognized.

The Company records redeemable non-controlling interests ("RNCI") in consolidated subsidiaries that result from business acquisition transactions where the Company is granted the right to purchase and the sellers are granted the right to sell to the Company the remaining interest at the calculated redemption value and classifies them as mezzanine equity in the consolidated balance sheets as potential redemption is not solely within the Company's control. The acquired RNCI were initially measured at fair value at the acquisition date. The non-controlling interest is adjusted each reporting period for income (loss) attributable to the non-controlling interest and for any dividends declared. Each reporting period, a measurement period adjustment, if any, is then recorded to adjust the non-controlling interest to the higher of either the redemption value, assuming it was redeemable at the reporting date, or its carrying value, but not if such adjustment would result in a redemption value less than the initial fair value of the redeemable non-controlling interest. If and when applicable, these adjustments are recorded in equity and are not reflected in the accompanying consolidated statements of income and comprehensive income (loss) income..

Income taxes are accounted for under the asset and liability method. A temporary difference refers to a difference between the tax basis of an asset or liability, determined based on recognition and measurement requirements for tax positions, and its reported amount in the financial statements that will result in taxable or deductible amounts in future years when the reported amount of the asset or liability is recovered or settled, respectively. Deferred tax assets and liabilities represent the future effects on income taxes that result from temporary differences and carryforwards that exist at the end of a period. Deferred tax assets and liabilities are measured using enacted tax rates and provisions of the enacted tax law and are not discounted to reflect the time-value of money. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of income and comprehensive income (loss) income in the period that includes the enactment date. A deferred tax valuation allowance is established if it is considered more likely than not that all or a portion of the deferred tax asset will not be realized.

The Company recognizes the benefit of uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement or disposition of the underlying issue with the taxing authority. Accordingly, the amount of benefit recognized in the consolidated financial statements may differ from the amount taken or expected to be taken in the tax return resulting in unrecognized tax benefits (“UTBs”). The Company recognizes the interest and penalties associated with UTBs as part of the provision for income taxes on its consolidated statements of income and comprehensive income (loss) income.. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheets. Judgment is required to determine whether or not some portion or all deferred tax assets will not be realized. To the extent that the Company will not realize the benefit of some or all of our deferred tax assets, these deferred tax assets are adjusted via a valuation allowance through our provision for income taxes in the period in which this determination is made.

For more information regarding EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share, including a quantitative reconciliation of EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share to the most directly comparable GAAP financial performance measure, which is net income, see “—Net Income Reconciliation to EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per common share (Non-GAAP Measures)” and “—Covenant Compliance” below.

Total revenues for the year ended December 31, 20242025 was $845.5$931.8 million, an increase of $150.8$86.3 million or 22%10% compared with $694.7$845.5 million in the prior year, reflecting the contribution from a full year fromperiod Sinqiadriven andby organic growth across all of the company'sCompany's segments.segments and the contribution from the acquisitions completed in the fourth quarter of 2025 and 2024. Merchant acquiring revenue benefited from the positive impact from sales volume growth, an improvement in spreadspread, and saleshigher volumenon-transactional growth.revenues. Payments Puerto Rico revenue reflectedbenefited continued growth infrom ATH Movil Businesstransaction and increasedsales volume growth, primarily in the ATH Business as well as POS transaction volumes.growth. Latin America revenuerevenues benefitedwere frompositively impacted by the contribution from acquisitions completed in the Sinqia, Grandatacurrent and Nubityprior acquisitions as well asyear, continued organic growth across the region.region, Latinas Americawell revenueas alsothe benefitedstrong from better than expected volumes from GetNet Chile, which resultedperformance in the recognition of a one-time incremental $2.4 million in revenue, compared with the one-time $6.3 million recognized in the prior year.Brazil. Business Solutions revenue reflectedincreased increasesas froma result of higher network services, an increase in consulting services and projects completed projects,throughout primarilythe forcurrent Popular.and prior year, partially offset by the 10% discount to Popular that came into effect in the fourth quarter of 2025.

Cost of revenuesrevenues, exclusive of depreciation and amortization, for the year ended December 31, 20242025 amounted to $406.4$469.1 million, an increase of $69.7$62.7 million or 21%15% when compared to the same period in the prior year. TheThis increase was primarily related to the expenses associated with contractual claims related to client losses from the Pix incident in Brazil, an increase in cost of revenues was primarily driven bysales, an increase in personnel costs, whichpartially includesdue the added headcount in Latin America from theto acquisitions completed throughoutin the year,fourth an increase in costquarter of salesthe mainlycurrent and prior year coupled with higher professional services related to merchant acquiring revenue sharing agreements and thestrategic projects completed in Business Solutions and an increase in cloud services and professional fees.services.

Selling, general and administrative expenses for the year ended December 31, 20242025, amounted to $145.6$154.2 million, an increase of $17.4$8.6 million or 14%6% when compared to the same period in the prior yearyear. This increase was mainly driven by an increase in personnel costs andas equipmentwell expenses,as primarilyan relatedincrease toin acquisitionscloud completed,services partially offset by lower professional fees.

Depreciation and amortization expense for the year ended December 31, 20242025 amounted to $127.8$122.1 million, ana increasedecrease of $34.2$5.8 million or 37%5% when compared to the same period in the prior year. ThisThe increasedecrease was primarily driven by anintangible increaseassets inthat amortizationbecame offully amortized during the prior year, partially offset by the intangible assets createdrecognized in connectionrecent with the Sinqia and paySmart acquisition, as well as an increase in software amortization for internally developed software.acquisitions.

Non-operating expenses for the year ended December 31, 20242025 decreased by $4.8$14.0 million when compared to the same period in the prior year. The decrease was mainly related to a decrease in interest expense of $6.5 million driven by lower interest rates and repricing of our debt completed in the lossprior onand current year, and a decrease in foreign currency swapremeasurement losses of $5.8 million, as the current year has a gain compared with losses in the prior year of $24.1 million, an increase in other income of $15.9 million mainly related to the impact from the $8.9 million gain on the sale of tax credits along with a $3.1 million gain on sale of investments,and an increase in interest income of $4.8$1.7 million,million. The year also benefited from $4.0 million incremental gains related to research and adevelopment decreasetax in foreign currency losses from remeasurement of $3.1 million, partially offset by an increase in interest expense of $42.4 million resulting from the increased debt raised to finance the Sinqia acquisition.credits.

Income tax expense for the year ended December 31, 20242025 amounted to $4.8$9.8 million, relatively flat when compared to the$4.8 same periodmillion in the prior year. The effective tax rate for the period was 4.1%,6.4%, compared with 6.4%4.1% in the 20232024 period. The decreaseincrease in the effective tax rate was primarily driven by thegrowth in Latin America jurisdictions, which have higher tax rates, lower interest expense resultingdriven fromby the incremental debt raised as partrepricing of the SinqiaCompany’s acquisition,debt, coupleda withnon-recurring discrete item recorded during the current year, and the reversal during the prior year of a potential liability for uncertain tax positions as a result of the expiration of the statute of limitations,limitation. These were partially offset by the foreignincremental currencytax hedgedeductions lossassociated ofwith $24.1contractual millionclaims related to client losses from the Pix incident in Brazil and higher non-taxable gains recorded in the priorcurrent year.year from the benefit of tax credits.

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 and consortium, in addition to software used to execute processes such as digital onboarding, digital signaturesignature, digital collection, and other digital collectiontransaction-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 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, as it relates to operating segments,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.

Payment Services - Puerto Rico & Caribbean segment revenues for the year ended December 31, 20242025 increased by $11.5$8.5 million to $214.7$223.3 million when compared to the same period in the prior year. The increase in revenues was primarily driven by continued strong digital payments growth from ATH Movil,Movil primarilytransactions and sales volume growth, mainly in ATH Business, as well as increased POS transactionstransaction andgrowth, increasespartially inoffset transaction-processingby andlower monitoringrevenue from services provided to the Latin America Payments and Solutions segment partially offset by lower issuing services revenue, mainly driven by lower active accounts.segment. Adjusted EBITDA increased by $3.1$3.3 million to $121.4$124.7 million driven by the increase in revenues partially offset by higher operatinginfrastructure, expenses, including higher professional services, higher losses on disposition related to POS retirements along with increased infrastructuremaintenance and programming expenses.

Latin America Payments and Solutions segment revenues for the year ended December 31, 20242025 increased by $116.3$66.7 million to $302.8$369.5 million when compared to the same period in the prior year. Revenues benefited from the contributionstrong fromperformance in Brazil, the Sinqia, paySmart, Grandata and Nubity acquisitions and continued organic growth across the region.entire region, the contribution from acquisitions completed in the fourth quarter of 2025 and 2024, which are contributing at a higher margin, and non-recurring revenue recognized in the first half of the year, partially offset by the impact from foreign currency exchange and client attrition. Adjusted EBITDA increased by $19.5$27.9 million when compared to the same period in the prior year driven by the impactincrease ofin revenue, the Sinqiadecrease acquisition,in whichcharges contributes at a lower margin, partially offset by higher personnel costs driven byfrom the higherPayments headcountPuerto fromRico acquisitionssegment due to the decrease in transactions processed and the impact of the $6.3$2.4 million adjustment for GetNet Chile in the prior year, compared with the $2.4 million in the current year, which iswas 100% accretive to margin.

Merchant Acquiring segment revenues for the year ended December 31, 20242025 increased by $18.1$9.4 million to $180.5$189.9 million when compared to the same period in the prior year. The revenue increase was primarily driven by sales volume growth, an improvement in spreadspread, and saleshigher volumenon-transactional growth.revenues. Adjusted EBITDA increased by $11.6$5.7 million when compared to the same period in the prior year, driven by the increase in revenuesrevenues, partially offset by higher processing costs fromas thea Paymentresult Servicesof -higher Puerto Rico & Caribbean segment, an increase in costs associated with the revenue sharing agreementstransactions and an increase in operationalrevenue losses.sharing expense.

Business Solutions segment revenues for the year ended December 31, 20242025 grew by $17.0$6.1 million to $244.0$250.1 million when compared to the same period in the prior year. Revenues increased as a result of higher network services, an increase in consulting services and projects completed throughout the current and prior year, primarilypartially drivenoffset by completedthe projects,10% mainlydiscount forto Popular andthat tocame ainto lessereffect extentin the impactfourth quarter of the CPI escalator that started on October 1 of 1.5% for services provided to Popular.2025. Adjusted EBITDA increaseddecreased by $15.8$8.7 million to $102.7$93.9 million as compared to the prior year period. This increasedecrease was primarily driven by the higher revenues partially offset by higher costs of sale, primarily relateddue to the completed projects, and an increase in software maintenance and cloud expenses and incremental professional services.fees for strategic projects.

Net cash provided by operating activities for the year ended December 31, 20242025 was $260.1$227.0 million, ana increasedecrease of $48.9$33.1 million compared to 20232024 asdriven the Company continues to effectively manageby working capital.capital requirements.

Net cash used in investing activities was $118.3$238.2 million compared to $507.9$118.3 million. The decreaseincrease is primarily attributable to the acquisitions completed during 20232025 for $417.6$144.4 million compared to $34.0 million for the acquisitions completed in 2024.2024, and an increase in software additions of $5.1 million.

Net cash usedprovided inby financing activities for the year ended December 31, 20242025 was $152.6$28.4 million, compared with cash providedused of $416.4$152.6 million in prior year related to the debt issued for the Sinqia acquisition.year. The net cash usedprovided inby financing activities during 20242025 reflects anproceeds increasefrom issuance of $46.2 million in share repurchases which include the impact of the ASR, cash used to pay down long-term debt of $23.9$149.6 million,million otherin financingconnection agreementswith the acquisition of $8.1Tecnobank million,partially short-termoffset borrowingsby for purchase of equipment and software of $2.5 million, a $4.0$69.3 million increaseused into withholdingrepurchase taxes paid on share-based compensation and settlement activity, net of $8.6 million.stock.

Our principal capital expenditures are for hardware and computer software (purchased and internally developed) and additions to property and equipment. During the years ended December 31, 20242025 and 2023,2024, the Company invested approximately $88.4$91.5 million and $85.0$88.4 million, respectively in our capital resources. In addition, during the year ended December 31, 20242025 the Company acquired Nubity and GrandataTecnobank for an aggregated amount of $34.0$144.4 million, net of cash acquired, compared to an aggregated amount of $417.6$34.0 million, net of cash acquiredacquired, for the two acquisitions completed in the prior year. Generally, we fund capital expenditures with cash flow generated from operations and, if necessary, borrowings under our Revolving Facility. In the case of the Sinqia Transaction, the Company used additional funding through a Term B loan.

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 (i) 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 Bank,Truist, as administrative agent and collateral agent, providing for (ai) additional term A loans in the amount of $60.0 million under its TLA Facility maturing December 1, 2027 and (ii) a new tranche of term loan B loanscommitments in the amount of $600.0 million maturing October 30, 2030 (the “TLB Facility”). On May 16, 2024 and2024, November 26, 2024,2024 and August 12, 2025, EVERTEC and EVERTEC Group entered into secondsecond, third and thirdfourth 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. Unless otherwise indicated, the terms and conditions detailed below apply to both TLA Facility and TLB Facility (together, the “Term Loan Facilities”). In the fourth quarter of 2023, the Company prepaid $60 million of the outstanding balance on TLB Facility.

The TLA Facility amortizes in equal quarterly installments at an amount equal to (a) initially, $5,966,720.78 per quarter and (increasing to $8,950,081.17 per quarterb) for any installment payments to be made in the calendar year ending 2027),2027, $8,950,081.17 per quarter, with the balance payable on the TLA2022 FacilityCredit maturityFacilities date.Maturity Date. The TLB Facility amortizes in equal quarterly installments at a per annum rate equal to 1% ofper thecalendar original aggregate principal amount of the TLB Facility,year, with the balance payable on the TLBTerm FacilityLoan maturityB date.Maturity Date. Any optional prepayments of the Term Loan Facilities can be applied to the remaining installments. The Revolving Credit Facility terminates on Decemberthe 1,2022 2027,Credit Facilities Maturity Date, and loans thereunder may be borrowed, repaid and reborrowed prior thereto.

Other than as set forth below with respect to the TLB Facility, EVERTEC Group may prepay loans under the Term Loan Facilities and permanently reduce the loan commitments under the Revolving Facility at any time without premium or penalty, subject to compensation for any break funding costs incurred by a lender and timely submission of a notice of prepayment or commitment reduction, as applicable; provided that any prepayment of the TLB Facility made prior to May 26, 2025 is subject to a 1% prepayment premium.applicable. EVERTEC Group is required to make certain mandatory prepayments of the Term2022 LoanCredit Facilities and the Revolving Facility in certain circumstances.

The Term LoanCredit Facilities and the Revolving Facility are subject to customary affirmative and negative covenants. The negative covenants in the Credit Facilities include, among other things, limitations (subject to exceptions) on the ability of EVERTEC and its restricted subsidiaries to:

In addition, the TLA2022 FacilityCredit and the Revolving FacilityFacilities require EVERTEC Group to maintain a maximum total net leverage ratio of (i) 4.50 to 1.00 prior(i) from March 31, 2023 to September 30, 2024, and (ii) 4.00 to 1.00 (ii) thereafter.

The events of default under the Term2022 LoanCredit Facilities and the Revolving Facility include, without limitation, nonpayment, material misrepresentation, breach of covenants, insolvency, bankruptcy, certain judgments, change of control (as defined thereinin the Credit Agreement) and cross-events of default on material indebtedness.

The unpaid principal balance at December 31, 20242025 of the TLA Facility and TLB Facility were $429.6$405.7 million and $540.0$690.0 million. The additional borrowing capacity for the Revolving Facility at December 31, 20242025 was $193.9$184.4 million. The Company issues letters of credit against the Revolving Facility which reduce the additional borrowing capacity of the Revolving Facility. For the years endedAt December 31, 2024 and 2023,2025, there were noborrowings borrowingsof $10.0 million outstanding under the revolving credit facility.facility, none at December 31, 2024.

As part of the Company’s merger and acquisition activities, the Company may enter into agreements by which a portion of the purchase price is financed directly by the seller. At December 31, 20242025 and December 31, 2023,2024, the unpaid principal balance of these agreements amounted to $9.9$6.2 million and $19.5$9.9 million, respectively. Obligations bear interest at rates ranging from 6.3%8.2% to 13.2%12.9% with maturities ranging from January 20252026 through March 2027. The current portion of the deferred consideration is included in accounts payable and the long-term portion is included in other long-term liabilities on the Company's consolidated balance sheet.sheets.

In September 2023, EVERTEC Group entered into a non-interest bearing financing agreement amounting to $10.1 million to purchase software and maintenance which the Company recorded on a discounted basis using an implied interest rate of 6.9%. As of December 31, 2024,2025, the outstanding principal balance of the note payable on a discounted basis was $6.5$5.8 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 consolidated balance sheet.sheets.

As of December 31, 2024,2025, the Company has three interest rate swap agreements which convert a portion of the interest rate payments on the Company’s Term Loan FacilityFacilities 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 consolidated statements of cash flows. Changes in the fair value of the interest rate swaps are recognized in other comprehensive income (loss) income until the gains or losses are reclassified to earnings. Gains or losses reclassified to earnings are presented within interest expense in the accompanying consolidated statements of income and comprehensive income (loss) income..

As of December 31, 2024,2025, the carrying amount of the derivatives included on the Company’s consolidated balance sheets was an asset of $4.3 million and a liability of $1.4$5.2 million. As of December 31, 2023,2024, the carrying amount of the derivatives included on the Company's consolidated balance sheets was an asset $4.4$4.3 million and a liability of $0.9$1.4 million. The fair value of this derivative is estimated using Level 2 inputs in the fair value hierarchy on a recurring basis.

During the years ended December 31, 2024,2025, 20232024 and 2022,2023, the Company reclassified gains of $8.1$2.6 million, gains of $5.6$8.1 million and losses of $3.0$5.6 million, respectively, from accumulated other comprehensive income (loss) income into interest expense. Based on expected SOFR rates, the Company expects to reclassify gainslosses of $1.7$1.9 million from accumulated other comprehensive (loss) income into interest expense over the next 12 months. Refer to Note 16 - Financial Instruments and Fair Value Measurements for tabular disclosure of the fair value of derivatives and to Note 19 - Equity for tabular disclosure of gains (losses) recorded on cash flow hedging activities.

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. ThisSegment Adjusted EBITDA which is the measure is reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance. For this reason, Adjusted EBITDA, as it relates to the Company's segments,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 26 – Segment Information for further information. The Company’s presentation of Adjusted EBITDA is substantially consistent with the equivalent measurements that are contained in the secured credit facilities in testing EVERTEC Group’s compliance with covenants therein such as the secured leverage ratio. Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of total revenues.

Adjusted Net Income is defined as Adjusted EBITDA less: operating depreciation and amortization expense, defined as GAAP Depreciationdepreciation and amortization less amortization of intangibles related to acquisitions such as customer relationships, trademarks; cash interest expense defined as GAAP interest expense, less GAAP interest income adjusted to exclude non-cash amortization of debt issue costs,costs premiumand premiums and accretion of discount; income tax expense which is calculated on adjusted pre-tax income using the applicable GAAP tax rate, adjusted for uncertain tax positions, tax true-ups, windfall from share-based compensation, unrealized gains and losses from foreign currency remeasurement, among others; and non-controlling interests, net of amortization for intangibles created as part of the purchase.

3)RepresentsPrimarily represents fees and expenses associated with corporate transactions as defined in the Credit Agreement, recorded as part of selling, general and administrative expenses, the elimination of multi-year non recurring gains recognized in connection with the sale of tax credits and realizedother gainsnon-recurring from the change in fair market value of equity securities.expenses.

4)Represents non-cash unrealized gainslosses and (lossesgains) on foreign currency remeasurement for assets and liabilities denominated in non-functional currencies.

6)Represents interest expense, less interest income, as they appear on the consolidated statements of income and comprehensive income (loss) income,, adjusted to exclude non-cash amortization of the debt issue costs, premium and accretion of discount.

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 monthand periodsix months ended MarchJune 31,30, 2026 and 2025 and (ii) the financial condition as of MarchJune 31,30, 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. EVERTECEVERTEC, 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., Homie do Brasil Informática S.A., Rosk Software S.A., Lote 45 Participações S.A., and Compliasset S.A. (collectively "Sinqia"); Grandata, Inc.,LLC, Grandata Mexico, S.A. de C.V., Grandata USA, Inc.LLC and Big Data Analytics SA (collectively "Grandata"); and Nubity S.R.L., Nubity Inc.LLC. and Nubity Cloud, S.A.P.I. de C.V. (collectively "Nubity") and, 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.

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“one-stop shop"” set of products for the financial sector in Latin America, which include solutions such as core banking, investments, asset management, pension fundsfunds, consortium and consortium.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.

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 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 threesix months ended MarchJune 31,30, 2026 approximately 26%25% of our revenues were generated from this relationship.

Comparison of the three months ended MarchJune 31,30, 2026 and 2025

Total revenue for the three months ended MarchJune 31,30, 2026 was $247.9$274.8 million, an increase of 8%20% compared with $228.8$229.6 million in the prior year period,quarter asdriven a result ofby organic growth across allmost of the Company's segmentssegments, and the contributioncontributions from the acquisitionrecent acquisitions completed in the fourthcurrent quarterand ofprior 2025.year and favorable foreign currency fluctuations. Merchant acquiring revenue benefited from higher sales volume andvolume, higher non-transactional revenues,revenues partiallyand offsetan by a slight decreaseimprovement in spread. Payments Puerto Rico revenue benefited from transactionhigher growthPOS transactions and continued strengthgrowth in ATH Movil, primarily in ATH Business.Business, as well as a non-recurring volume-based benefit recognized during the quarter. Latin America revenuesrevenue are being positively impacted by the contributionbenefited from the Tecnobank acquisition completed in the fourth quartercontributions of 2025recent acquisitions, and continued organic growth across the region. Revenue also benefited from foreign currency exchange rate fluctuations,fluctuations of $9.1 million, primarily in Brazil. Business Solutions revenue decreasedcontracted mainly as a result of the 10% discount to Popular that came into effect in the fourth quarter of 2025, and non-recurring hardware and software sales executed in the prior year.2025.

Cost of revenues, exclusive of depreciation and amortization, for the three months ended MarchJune 31,30, 2026 amounted to $118.2$124.2 million, an increase of $3.6$14.2 million or 3%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 for the three months ended MarchJune 31,30, 2026 amounted to $47.8 million,$57.3, an increase of $11.6$22.2 million or 32%63% when compared to the same period in the prior year. This increase was mainly driven by higher professional fees and cashpersonnel payment of contingent considerationscosts related to the acquisitions completed in the current quarter and in the prior acquisitions.year, coupled with higher equipment expenses and costs related to the cybersecurity incident response and remediation activities.

Depreciation and amortization expense for the three months ended MarchJune 31,30, 2026 amounted to $37.3$40.0 million, an increase of $8.8$11.7 million or 31%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 acquisitionrecent completed in the fourth quarter of the prior year.acquisitions.

Non-operating expenses for the three months ended MarchJune 31,30, 2026 increased by $3.3$15.0 million to $15.6$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 $2.9$2.0 million mainly due to foreign currency fluctuations,and an increase in interest expense of $0.4$3.5 million drivenresulting byfrom the increaseincreased indebt raised to finance the outstandingDimensa debtand balance,Tecnobank aacquisitions, decrease in earnings from equity method investments of $0.6 millionpartially offset by an increase in interest income of $0.6 million.

Income tax expense for the three months ended MarchJune 31,30, 2026 amounted to $4.2$20.3 million, compared to $4.1 million in the prior period. The effective tax rate for the period was 14.6%,74.7%, compared with 11.1%9.0% in the prior year period. TheThis increase in the effective tax rate 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.

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 fundsfunds, consortium and consortium,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.

Expense information that is regularly provided to the CODM on a consolidated financial statement basis includeincludes 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.

Comparison of the three months ended MarchJune 31,30, 2026 and 2025

Payment Services - Puerto Rico & Caribbean segment revenues for the three months ended MarchJune 31,30, 2026 increased by $3.3$4.4 million to $58.4$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,Business ascoupled well aswith higher revenuevehicle fromregistration servicesand providedfine toprocessing fees and a non-recurring volume-based benefit recognized during the Latin America Payments and Solutions segment.quarter. Segment Adjusted EBITDA increased by $3.3$3.9 million to $34.7$36.9 million, driven by revenue growth.growth, partially offset by higher cloud expenses.

Latin America Payments and Solutions segment revenues for the three months ended MarchJune 31,30, 2026 increased by $26.6$44.8 million to $110.3$130.9 million when compared to the same period in the prior year, driven by the contribution from the Tecnobank acquisitionacquisitions completed in the fourthprior quarterand ofcurrent 2025, the strong performance in Brazilyear and the continued organic growth across the region. Revenue also benefited from thefavorable foreign currency exchange rate fluctuation,fluctuations of $9.1 million, primarily in Brazil. Segment Adjusted EBITDA increased by $7.9$16.3 million to $32.8$39.7 million, primarily driven by the increase in revenue,revenue aspartially Adjustedoffset EBITDAby marginhigher remainedpersonnel consistentcosts withresulting from incremental headcount across the priorregion, year.cloud expenses and higher professional fees.

Merchant Acquiring segment revenues for the three months ended MarchJune 31,30, 2026 increased by $0.8$5.0 million to $48.4$52.3 million when compared to the same period in the prior year. The revenue increase was primarily driven by the positive impact fromhigher sales volume growth andvolume, higher non-transactional revenues, partiallyas offsetwell byas aan slight decreaseimprovement in spread. Segment Adjusted EBITDA decreasedincreased by $0.8$1.8 million to $19.5$21.8 million mainly driven by higher revenue growth, partially offset by higher processing costs from the Payments Puerto Rico segment.

Business Solutions segment revenues for the three months ended MarchJune 31,30, 2026 decreased by $6.0$5.7 million to $59.5$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 as well as the impact from the non-recurring hardware and software sales executed during the prior year.2025. Segment Adjusted EBITDA decreased by $0.6$3.5 million to $21.6$22.6 million as compared to the prior period primarily driven by the 10% discount to Popular partially offset by lower programming and infrastructureequipment expenses.

As of MarchJune 31,30, 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 $169.4$159.4 million was available for borrowing as of MarchJune 31,30, 2026. The Company issues letters of credit against our Revolving Facility which reduce our availability of funds to be drawn.

As of MarchJune 31,30, 2026, we had cash and cash equivalents of $290.9$260.7 million, of which $247.8$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.

Net cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 was $23.2$228.9 million compared to $22.3$42.7 million for the same period in the prior yearyear. The increase was primarily attributable to the acquisition completed during the current quarter for $179.8 million, net of cash acquired and a result of an increase of $0.5$5.7 million in additions to software and the purchase of $0.5 million in available-for-sale debt securities during the period.additions.

Net cash usedprovided inby financing activities for the threesix months ended MarchJune 31,30, 2026 was $33.7$77.8 million compared towith $27.5cash used of $40.3 million for the same period in the prior year. The increase innet cash usedprovided inby financing activities wasreflected primarilythe drivenimpact of the issuance of long term debt in connection with the Dimensa acquisition, partially offset by an increase in share repurchases of $20.0$67.0 million, an increase in settlement activities of $3.4 million and an increase in other financing activities of $2.0 million. Increases were partially offset by a decrease of $1.3 million in withholding taxes paid on share-based compensation, cash drawn from the Revolving Facility of $15.0 million and a decrease of $2.8$17.9 million related to the payment of the remaining non-controlling interestinterests in Brazil.Brazil, and an increase in settlement activities of $4.7 million.

Our principal capital expenditures are for hardware and computer software (purchased and internally developed) and additions to our property and equipment. During the threesix months ended MarchJune 31,30, 2026 and 2025, we invested approximately $22.7$47.8 million and $22.3$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.

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, ourthe 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 JuneSeptember 5,4, 2026 to stockholders of record as of the close of business on MayAugust 11,3, 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.

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.Facility. UnlessOn otherwiseMay indicated,18, 2026, EVERTEC and EVERTEC Group entered into the termssixth and conditions detailed below applyamendment to bothits TLACredit FacilityAgreement andwhich provides for an additional $185.0 million under its TLB Facility (together, the “Term Loan Facilities”).Facility.

At MarchJune 31,30, 2026, the unpaid principal balance of the TLA Facility and TLB Facility were $399.8$393.8 million and $690.0$875.0 million, respectively. At MarchJune 31,2026,30,2026, the outstanding balance of the Revolving Facility was $25.0$35.0 million and the additional borrowing capacity for the Revolving Facility at March 31, 2026 was $169.4$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.

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 MarchJune 31,30, 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. The remaining portion of the deferredDeferred consideration is includedpresented in accounts payable on the Company's unaudited condensed consolidated balance sheet.

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 MarchJune 31,30, 2026, the outstanding principal balance of the note payable on a discounted basis was $5.5$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.

As of MarchJune 31,30, 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 (loss).income.

At MarchJune 31,30, 2026, the carrying amount of the derivatives included on the Company's unaudited condensed consolidated balance sheet was an asset $1.0$2.0 million and a liability of $2.5$0.8 million. At December 31, 2025, the carrying amount of the derivatives was a liability of $5.2 million. The fair valuevalues of these derivatives are estimated using Level 2 inputs in the fair value hierarchy on a recurring basis. Refer to Note 89 - Equity for disclosure of gains (losses) recorded on cash flow hedging activities.

During the three monthand periodsix months ended MarchJune 31,30, 2026, the Company reclassified gains of $0.2 million and $0.4 million, from accumulated other comprehensive income (loss) into interest expense compared to gains of $0.7$0.8 million and $1.5 million for the corresponding period in 2025. Based on expected SOFR rates, the Company expects to reclassify lossesgains of $0.8$0.7 million from accumulated other comprehensive loss into interest expense over the next 12 months.

As of MarchJune 31,30, 2026, the total secured net leverage ratio was 2.152.55 to 1.00. As of the date of filing of this Report, no event has occurred that constitutes an Event of Default or Default.

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 operationsincome 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.

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, trademarkstrademarks, 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 positions,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.

1)Represents the elimination of non-cash equity earnings from equity investments, net of dividends received.received and non- recurring impairment charges.

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.