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

consolidations or failures among our clients or within their respective industries could adversely affect us by causing a declinedeclines in demand for our products and services;

we face direct and indirect (through our third-party service providers) risks from cyber-attacks, breaches of digital security, IT system failuresfailures, disruptions to IT systems and network disruptions that could adversely affect our reputation and our business;

if we are unable to protect our intellectual property, proprietary technology and other confidential information, our success and ability to compete will be subject to various risks, such as third-party infringement claims, unauthorized useuses of our technology, disclosuredisclosures of our proprietary informationinformation, increased competition, loss of customers, loss of revenue, or inabilityinabilities to license technology from third parties;

the development and use of machine learning and artificial intelligenceAI presents risks and challenges that could impact our business;

undetected software design defects, errors or failures, or employee errors, may result in defects, delays, losslosses of our clients’ data, litigation against us and harm to our reputation and business;

a substantial portion of our revenues are derived, and a substantial portion of our operations are conducted, outside the U.S.U.S., subjecting our business to a variety of international political, geopolitical, economic, security, regulatory and other related risks;

to service our indebtedness, we require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control; and restrictive covenants in the agreements governing our indebtedness may restrict our ability to pursue our business strategies.

the market price of our common stock may be volatile,volatile for a variety of reasons, which could result in substantial losses for investors in our common stock;

We derive our revenues from the delivery of products and services to clients primarily in the financial services and healthcare industries. Demand for our products and services among companies in those industries could decline for many reasons. If demand for our products or services decreases or if any of the industries we serve decline,declines, our business and our operating results could be adversely affected.

We have acquired and intend in the future to acquire companies, products or technologies that we believe could complement or expand our business, augment our market coverage, enhance our technical capabilities or otherwise offer growth opportunities. For example, in September 2024,Recently, we completed our acquisitionacquisitions of Battea-ClassFPS ActionTrust Services,Company LLCin (“Battea”).February 2025, Colossus Topco Limited, the parent company of Calastone Limited, in October 2025 and Curo Fund Services in November 2025. However, acquisitions could subject us to contingent or unknown liabilities, and we may have to incur debt or severance liabilities or write off investments, infrastructure costs or other assets. Our success is also dependent on our ability to complete the integration of the operations of acquired businesses in an efficient and effective manner, which may be difficult to accomplish in the rapidly changing financial services software and services industry. We may not realize the benefits we anticipate from acquisitions, such as lower costs, increased revenues, synergies and growth opportunities, or we may realize such benefits more slowly than anticipated, due to our inability to:

Consolidations or failures among our clients or within their respective industries could adversely affect us by causing a declinedeclines in demand for our products and services.

If banksbanks, asset management and other financial services firms fail or consolidate, there could be a declinedeclines in demand for our products and services. Failures, mergers and consolidations of banks and financial institutions reduce the number of our clients and potential clients, which could adversely affect our revenues even if these events do not reduce the aggregate activities of the consolidated entities. Further, if our clients fail and/or merge with or are acquired by other entities that are not our clients, or that use fewer of our products and services, they may discontinue or reduce their use of our products and services. It is also possible that the larger financial institutions resulting from mergers or consolidations would have greater leverage in negotiating terms with us. In addition, these larger financial institutions could decide to perform in-house some or all of the services that we currently provide or could provide or to consolidate their processing on a non-SS&C system. The resulting decline in demand for our products and services over time could have a material adverse effect on our business, results of operations and financial condition.

In the financial and healthcare markets we serve, we compete based on a variety of factors, including investment performance, the range of products or services offered, brand recognition, business reputation, financial strength, stability and continuity of client and other intermediary relationships, quality of service, and level of fees charged for products and services. The market for financial and healthcare services software and services is competitive, rapidly evolving and highly sensitive to new product and service introductions, technology innovations including artificial intelligence and marketing efforts by industry participants. The markets we serve are also highly fragmented and served by numerous firms that target only local markets or specific client types. We also face competition from information systems developed and serviced internally by the IT departments of financial services firms. Some of our current and potential competitors may have significantly greater financial, technical, distribution and marketing resources, generate higher revenues and have greater name recognition. Our current or potential competitors may develop products comparable or superior to those developed by us, or adapt more quickly to new technologies,technologies such as artificial intelligence, or to evolving industry trends or changing client or regulatory requirements. It is also possible that our competitors may enter into alliances with each other or other third parties, and through such alliances, acquire increased market share. Increased competition may result in price reductions, reduced gross margins and loss of market share. Accordingly, our failure to successfully compete in any of our material businesses could have a material adverse effect on results of operations. Competition could also affect the revenue mix of products or services we provide, resulting in decreased revenues in lines of business with higher profit margins, and our business may not grow as expected and may decline.

We face direct and indirect (through our third-party service providers) risks from cyber-attacks, breaches of digital security, IT system failuresfailures, disruptions to IT systems and network disruptions that could adversely affect our reputation and our business.

Our software-enabled services maintain and process confidential data and process trades and perform other back-office functions, including wiring funds, on behalf of our clients, some of which is critical to their business operations. For example, our trading systems maintain account and trading information for our clients and their customers. Our platforms house sensitive, confidential client information. Our internal technology infrastructure on which our software-enabled services depend may be subject to disruptions or may otherwise fail to operate properly or become disabled or damaged as a result of a number of factors, including events that are wholly or partially beyond our control and that could adversely affect our ability to process transactions, provide services or otherwise appropriately conduct our business activities. Such events include cybersecurity attacks or IT systems failures, threats to physical security, sudden increases in transaction volumes, electrical or telecommunications outages, damaging weather or other acts of nature, or employee or contractor error or malfeasance. In particular, cybersecurity threats are evolving and increasing in frequency, prevalence and magnitude across all business types and in our industry as well as for many firms that process information. Our security measures, and those of our service providers, may not detect or prevent all attempts to hack our systems, denial-of-service attacks, viruses, data corruption attempts, malicious software, attempts to gain unauthorized access to data, phishing attacks, social engineering, security breaches or employee or contractor malfeasance and other electronic security breaches that may jeopardize the security of information stored in or transmitted by our sites, networks and systems or that we or our third-party service providers otherwise maintain. Such cybersecurity incidents could lead to disruptions in our systems, the unauthorized use, access, release or destruction of our or our clients’ or other parties’ confidential, proprietary, personal or otherwise protected information and the corruption of data. We and our service providers may not have the resources or technical sophistication to anticipate or prevent all types of attacks. Additionally, the techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers. In the last few years there have been many successful advanced cyber-attacks that have damaged several prominent companies in spite of strong information security measures, and we expect that the risks associated with cyber-attacks and the costs of preventing such attacks will continue to increase in the future. We and our clients are regularly the target of attempted cyber-attacks and we must continuously monitor and develop our systems to protect our technology infrastructure and data from misappropriation or corruption. Although we expend significant resourcesresources, oversight and oversightgovernance efforts in an attempt to ensure that we maintain appropriate safeguards with respect to cyber-attacks, and protect against the threat of system disruptions and security breaches, there is no guarantee that our systems and procedures are adequate to protect against all security breaches. If our software-enabled services are disrupted or fail for any reason, or if our systems or facilities are infiltrated or damaged by unauthorized persons, we and our clients could experience data loss, including confidential, proprietary and personal information, financial loss, harm to their reputation and significant business interruption. If that happens, we may be exposed to significant liability, our reputation may be harmed, our clients may be dissatisfied, and we may lose business. Although we maintain privacy, data breach and network security liability insurance, we cannot be certain that our coverage will be adequate or cover liabilities actually incurred, or that insurance will continue to be available to us on economically reasonable terms, or at all. Given the unpredictability of the timing, nature and scope of such attacks, breaches, failures or disruptions, we could potentially experience significant costs and exposures, including production downtimes, operational delays, other detrimental impacts on our operations or ability to provide services to our customers, the compromising of confidential, proprietary, personal or otherwise protected information, misappropriation, destruction or corruption of data, security breaches, other manipulation or improper use of our systems or networks, financial losses from remedial actions, loss of business, potential liability, regulatory inquiries, enforcements, actions and fines and/or damage to our reputation, any of which could have a material adverse effect on our business, results of operations and financial condition.

In providing our software-enabled services to our customers, we depend upon IT infrastructure that is primarily managed by our firm, but we also depend on third-party service providers to provide some of the IT infrastructure on which we rely. Although we seek to ensure that appropriate security and other standards are maintained by these third parties, these third parties are also subject to the risks discussed in the preceding risk factor,above, and there is no guarantee that they will maintain systems and procedures sufficient to protect against cyber-attacks, breaches of digital security, IT system failuresfailures, disruptions to IT systems, and network disruptions.

In addition, the third parties with which we do business upon which we rely or which facilitate our business activities, including financial intermediaries, are susceptible to the risks described in the preceding risk factorabove (including regarding the third parties with which they are similarly interconnected), and our or their business operations and activities may therefore be adversely affected, perhaps materially, by failures, terminations, errors or malfeasance by, or attacks or constraints on, one or more financial, technology or infrastructure institutions or intermediaries with whom they are interconnected or conduct business.

If we are unable to protect our intellectual property, proprietary technology and other confidential information, our success and our ability to compete will be subject to various risks, such as third-party infringement claims, unauthorized useuses of our technology, disclosuredisclosures of our proprietary informationinformation, increased competition, loss of customers, loss of revenue, or inabilityinabilities to license technology from third parties.

Our success and ability to compete depends in part upon our ability to protect our intellectual property, proprietary technology and other confidential information. We rely on a combination of patent, trade secret, copyright and trademark law, and nondisclosure agreements, license agreementsagreements, and intellectual property assignment agreements, as well as technical measuresmeasures, to protect our intellectual property, proprietary technologytechnology, and other confidential information. We have registered trademarks, service marks, domain names, and logos for some of our products and will continue to evaluate the registration of additional trademarks, service marks, domain names, and logos as appropriate. We generally enter into confidentiality agreements or intellectual property assignment agreements with our employees, partners, independent contractors, consultants, distributors, clients and potential clients or other third parties that have or may have had access to our trade secrets or other proprietary or confidential information, or developed intellectual property on our behalf. However, these efforts may be insufficient to prevent those parties or others from infringing, misappropriating, violating or asserting rights in our intellectual property, confidential information or other technology and our proprietary technology and confidential information may be subject to embezzlement, theft, or other similar illegal behavior by our employees or third parties. In addition, our employees, partners, independent contacts,contractors, consultants, distributors, clients and potential clients may breach our confidentiality agreements and we may not have adequate remedies for any such breach. Furthermore, unauthorized third parties may seek to copy portions of our products or to reverse engineer or otherwise obtain and use our proprietary information. If our employees or former employees, partners, independent contractors, consultants or other persons misappropriate or otherwise violate our intellectual property or other proprietary rights, or if a third party were to gain unauthorized access to or independently develop the confidential or proprietary information we possess, wewhether couldalone sufferor awith lossthe unauthorized assistance of revenues,our employees or former employees, partners, independent contractors, consultants or other persons, we could experience anincreased adversecompetition, impactloss onof ourcustomers, competitiveloss position,of revenues, and our relationships with our clients and our reputation could be materially adversely affected. ExistingWe may not have adequate remedies for any such matters, as existing patent and copyright laws afford only limited protection.protection, law enforcement typically does not treat intellectual property misappropriation or theft as a criminal matter, and the process to seek protection and remedies in civil litigation is time-consuming, costly and the results are unpredictable. Third parties may develop substantially equivalent or superseding proprietary technology or may offer equivalent products in competition with our products in a manner that does not infringe, misappropriate or otherwise violate our intellectual property or other proprietary rights, thereby substantially reducing the value of our proprietary rights. A number of third parties also hold patents and other intellectual property rights with application in the financial services field. Consequently, we are subject to the risk that such third parties will claim that our products infringe, misappropriate or otherwise violate their intellectual property rights, including their patent rights. Such claims, regardless of merit, could result in expensive and time-consuming litigation, divert the attention of our personnel, and impair our intellectual property rights. An adverse determination in any intellectual property claim could require us to pay damages (compensatory or punitive) and/or temporarily or permanently stop using our technologies, trademarks, copyrighted works and other material found to be in violation of another party’s rights and could prevent us from licensing our technologies to others unless we enter into royalty or licensing arrangements with the prevailing party or are able to redesign our product offerings, services or processes to avoid infringing, misappropriating or otherwise violating such third party’s intellectual property rights, which may not be technically or commercially feasible. Any of the foregoing could have a material adverse effect on our business, results of operation, and financial condition.

Rapidly changing technology, including developments related to AI, evolving industry standards and regulatory requirements and new product and service introductions characterize the market for our products and services. Our future success will depend in part upon our ability to enhance our existing products and services and to develop and introduce new products and services to keep pace with such changes and developments and to meet changing client needs. The process of developing our software products is complex and is expected to become increasingly complex and expensive in the future due to the introduction of new platforms, operating systems and technologies. Current areas of significant technological change include mobility, cloud-based computing and the processing and analyzing of large amounts of data. Our ability to keep up with technology and business and regulatory changes is subject to a number of risks, including that:

Our failure to enhance our existing products and servicesservices, including the integration and adoption of AI, and to develop and introduce new products and services to promptly address the needs of our clients and a changing marketplace could adversely affect our business, results of operations and financial condition.

The development and use of machine learning and artificial intelligenceAI presents risks and challenges that could impact our business.

We develop and incorporate machine learning and AI technology (collectively “AI”) in certain of our products, services and operations. Issues related to AI may result in reputational harm, liability, increased costs, or other material adverse consequences to our business.

Our AI offerings may fail to win market adoption for various reasons. AI may produce inaccurate, insufficient or false outputs, and outputs with unintended biases. Our AI algorithms and training methodologies may contain errors, biases or other flaws, or be limited by regulatory or contractual restrictions on using data to train our models.

Our AI offerings may fail to win market adoption for various reasons. We face significant competition from other companies who may develop or deploy AI faster, at lower cost, or more effectively than we do. In addition, third parties may deploy AI technologies that disrupts our business models, or in a manner that reduces customer demand forfor, or affects the desirability, pricing or structure of, our products and services.

Undetected software design defects, errors or failures, or employee errors, may result in defects, delays, losslosses of our clients’ data, litigation against us and harm to our reputation and business.

A substantial portion of our revenues are derived, and a substantial portion of our operations are conducted, outside the U.S.U.S., subjecting our business to a variety of international political, geopolitical, economic, security, regulatory and other related risks.

potential changes in a specific country’s or region’s political or economic climate,climate or security environment, including the ongoing situationconflict involvingbetween Ukraine and Russia, as well as heightened tensions and armed conflicts in Latin America and the conflictMiddle-East, inand the Middle-Eastindirect effects of such events on global markets, energy prices and financial systems;

the need to comply with a variety of local regulations and laws, evolving sanctions regimes, U.S. export controls, the U.S. Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act (“Bribery Act”);

global trade issues and uncertainties arising from geopolitical tensions, armed conflicts, tariffs, trade restrictions, governmental policy changes, and other factors;

potential expropriationexpropriation, ofnationalization or increased state intervention affecting assets or operations by the U.S. or foreign governments;

fluctuationsincreased volatility in foreign currency exchange rates or interest rates;

application of discriminatory or punitive fiscal policiespolicies, including targeted or sector-specific levies;

Because a significant portion of our business is conducted outside the U.S. and significant revenues are generated outside the U.S., we face exposure to adverse movements in foreign currency exchange rates. Fluctuations in currencies relative to currencies in which our earnings are generated also make it more difficult to perform period-to-period comparisons of our reported results of operations. Because our Consolidated Financial Statements are reported in U.S. dollars, translation of sales or earnings generated in other currencies into U.S. dollars can result in a significant increase or decrease in the reported amount of those sales or earnings. In addition, we incur currency transaction risk whenever we enter into either a purchase or a sales transaction using a currency other than the local currency of the transacting entity. Given the volatility of exchange rates, we cannot be assured we will be able to effectively manage our currency translation or transaction risk, and significant changes in the value of foreign currencies relative to the U.S. dollar could adversely affect our financial statements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion on the foreign currency translation impact on operating results and financial condition.

Changes in, and any violation by our clients of, applicable laws and regulations (whether related to the products and services we provide or otherwise) could diminish their business or financial condition and thus their demand for our products and services or could increase our cost of continuing to provide our products and services to such industries. Demand could also decrease if we do not continue to offer products and services that help our clients comply with regulations. For example, our accounts in the healthcare industry are impacted by the Patient Protection and Affordable Care Act of 2010 (the “Affordable Care Act”),2010, including the Health Insurance Marketplace.

Personal privacy has become a significant issue in the U.S. and in many other countries where we offer our solutions or may offer them in the future. The global data protection landscape is rapidly evolving, is not uniform and is likely to remain uncertain for the foreseeable future, and there has been an increasing focus on data privacy and protection issues with the potential to affect our business. Many federal, state and foreign government bodies and agencies have adopted or are considering adopting laws and regulations regarding the collection, use, disclosure, control, security and deletion and other processing of personal information. In the U.S., these include, without limitation, laws and regulations promulgated by states, as well as rules and regulations promulgated under the authority of the Federal Trade Commission (“FTC”) and federal financial regulatory bodies. In certain circumstances in the U.S., we are also subject to the federal Gramm-Leach-Bliley Act (“GLBA”) and Regulation S-P enacted by the U.S. Securities and Exchange Commission (“SEC”), which, among other things, requires certain of our businesses, including, without limitation, broker-dealers, transfer agents, and registered investment advisers, to maintain written policies and procedures to protect certain non-public personal information of individuals who are clients of certain of our financial institution customers, to notify such individuals if certain of their sensitive non-public personal information has been accessed or used without authorization, and to take reasonable measures to protect against unauthorized access to or use of certain non-public personal information of individuals who are clients of certain of our financial institution customers in connection with its disposal. In certain circumstances in the U.S., we are subject to the U.S. Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which governs the use and disclosure of protected health information of individuals who are clients of or otherwise serviced by certain of our healthcare industry customers. In the U.S., new or evolving laws and regulations governing data privacy and the use and disclosure of non-public, confidential or protected personal information, including the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, “CCPA”), State biometric laws, and other emerging U.S. state privacy laws, pose increasingly complex compliance challenges and could potentially elevate our compliance risks and costs. Internationally, most of the jurisdictions in which we operate have established their own data security and privacy legal frameworks, many of which are broader in scope, more restrictive and impose greater obligations on us and our customers than in the U.S., including, without limitation, the E.U.’s General Data Protection Regulation (“GDPR”) which imposes strict privacy and data security requirements and provides for robust regulatory enforcement and sanctions for non-compliance. The GDPR also imposes strict rules on the transfer of personal data to countries outside of the European Economic Area (“EEA”), including the United States, in respect of which the European Commission or other relevant regulatory body has not issued a so called ‘adequacy decision,’ unless the parties to the transfer have implemented specific safeguards to protect the transferred personal data. Recent legal developments in Europe have created complexity, uncertainty and risk regarding such transfers, in particular in relation to transfers to the United States.

Moreover, following Brexit, the GDPR washas been transposed into UK law (“UK GDPR”) asand supplemented by the UK Data Protection Act 2018, whichit currently imposes the same obligations as the GDPR in most material respects. However, the UK GDPR willdoes not automatically incorporate changes made to the GDPRGDPR, goingand forwardsuch (which wouldchanges need to be specifically incorporated by the UK Government),Government. whichThis creates a risk of divergent parallel regimes and related uncertainty and compliance risk. We cannot predict how the UK GDPR and other UK privacy and data security laws, rules or regulations may develop, including as compared to the GDPR, nor can we predict the effects of divergent laws and related guidance. Moreover, we face similar issues and risks of compliance with divergent data privacy laws in India, Thailand, Brazil, China, and other countries in which we operate.

We estimateestimate, thatbased on our current levels of indebtedness and interest rates in effect as of December 31, 20242025, we will result inincur annual interest payments of approximately $431.1$427.8 million. Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

If equity research analysts do not publish or cease publishing research or reports about our business or if they issue unfavorable commentary or downgrade our common stock, the price and trading volume of our common stock could decline.

The trading market for our common stock is influenced by the research and reports that equity research analysts publish about us and our business. We do not control these analysts. The price of our stock or trading volume in our stock could decline if one or more equity research analysts downgrade our stock or if those analysts issue other unfavorable commentary or cease publishing regular reports about us or our business.

The market price of our common stock may be volatile, for a variety of reasons, which could result in substantial losses for investors in our common stock.

fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to uscompanies;

changes in estimates of our financial results or recommendations by securitiesequity research analysts;

geopolitical instability and financial market disruptions investors’ general perception of us; and changes in generalinflation, tariffs, interest rates, reduced investor risk appetite and other economic, industry and market conditions.

The following table lists the significant businesses we have acquired since January 1, 20222023:

We generated $1,388.6$1,744.8 million in cash from operating activities in 2024,2025, compared to $1,215.1$1,388.6 million and $1,134.3$1,215.1 million in 20232024 and 2022,2023, respectively. In 2024,2025, we used our operating cash flow, cash received from debt borrowings, $355.1$425.5 million in proceeds from the exercise of stock options and existing cash to fund the BatteaCalastone acquisition, purchase $737.5$1,036.0 million of common stock for treasury, pay $244.9$253.8 million in dividends and invest in capital expenditures in our business.

We derive our revenues from two sources: software-enabled services revenues and license, maintenance and related revenues. As a general matter, fluctuations in our software-enabled services revenues are attributable to our customer retention, the number of new software-enabled services clients as well as total assets under management in our clients’ portfolios and the number of outsourced transactions providedmanaged tofor our existing clients. Software-enabled services revenues also fluctuate as a result of reimbursements received for “out-of-pocket” expenses, such as postage and telecommunications charges, which are recorded as revenues.revenues on an accrual basis. Total out-of-pocket revenue was $93.2$100.1 million, $93.6$93.2 million and $92.0$93.6 million for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively. Because these additional revenues are offset by the reimbursable expenses incurred, there is no impact on gross profit, operating income and net income,income; howeverhowever, the reimbursements billed and expenses incurred can lead to fluctuations in revenues, cost of revenues and gross margin percentage each period. License, maintenance and related revenues consist primarily of term and perpetual license fees, maintenance fees and professional services. Maintenance revenues vary based on customer retention and on the annual increases in fees, which are generally tied to the consumer price index. License and professional servicesrelated revenues tend to fluctuate based on the number of new licensing clients, the timing and terms of contract renewals and demand for consulting services.

Fiscal 20242025 versus Fiscal 2023.2024. Our revenues increased $379.2$390.2 million, or 6.9%,6.6%, primarily due to an increase of $336.8$281.2 million in organic revenues driven by strength in the SS&C GlobeOp fund administration, virtual data room services, Global Investor and Distribution Solutions and Wealth and Investment Technologies businesses. Our revenues also increased due to acquisitions, which contributed $31.7$77.5 million in revenues as well as the favorable impact from foreign currency translation of $10.7$31.5 million. Software-enabled services revenues increased $352.0 million, or 7.8%, primarily due to an increase in organic revenues of $311.7 million, and acquisitions, which added $29.9 million in revenues, as well as the favorable impact from foreign currency translation of $10.4 million. License, maintenance and related revenues increased $27.2 million, or 2.7%, primarily due to an increase in organic revenues of $25.1 million, acquisitions added $1.8 million in revenues and the favorable impact from foreign currency translation was $0.3 million.

Fiscal 2023 versus Fiscal 2022. Our revenues increased $219.8 million, or 4.2%, primarily due to an increase of $143.2 million in organic revenues driven by strength in the SS&C GlobeOp fund administration, virtual data room services, Global Investor and Distribution Solutions and Blue Prism products. Our revenues also increased due to acquisitions, which contributed $75.8 million in revenues as well as the favorable impact from foreign currency translation of $0.8 million. Software-enabled services revenues increased $214.4$370.8 million, or 5.0%,7.7%, primarily due to an increase in organic revenues of $187.9$268.8 million, and acquisitions, which added $23.9$77.5 million in revenues, as well as the favorable impact from foreign currency translation of $2.6$24.5 million. License, maintenance and related revenues increased $5.4$19.4 million, or 0.5%,1.9%, primarily due to acquisitions, which added $51.9 million in revenues. Thean increase was partially offset by a decrease in organic revenues of $44.7$12.4 million and the unfavorablefavorable impact from foreign currency translation of $1.8$7.0 million. The decrease in organic revenues was due to decreased license revenues for institutional and investment management products.

Fiscal 20242025 versus Fiscal 2023.2024. Our total cost of revenues increased by $167.4$232.2 million, or 5.9%,7.7%, primarily due to an increase in organic costs of $135.1$182.2 million and acquisitions, which added $25.5$40.4 million in costs. Our cost of revenues also increased due to the unfavorable impact from foreign currency translation of $6.8$9.6 million. Organic cost increases reflect the continued investment in delivering client service. Cost of software-enabled services revenues increased $146.8 million, or 5.9%, primarily due to an increase of $116.0 million in organic costs, acquisitions, which added $25.4 million in costs, and the unfavorable impact from foreign currency translation of $5.4 million. Cost of license, maintenance and related revenues increased $20.6 million, or 5.4%, primarily due to an increase of $19.1 million in organic costs, the unfavorable impact from foreign currency translation of $1.4 million and acquisitions, which added $0.1 million in costs.

Fiscal 2023 versus Fiscal 2022. Our total costCost of software-enabled services revenues increased by $83.3$220.5 million, or 3.0%,8.4%, primarily due to an increase of $172.2 million in organic costs of $55.1 million andcosts, acquisitions, which added $32.8$40.4 million in costs, partially offset byand the favorableunfavorable impact from foreign currency translation of $4.6 million. Organic cost increases are primarily due to personnel costs, including the impact of wage inflation and costs to support organic growth. Cost of software-enabled services revenues increased $57.2 million, or 2.4%, primarily due to an increase of $47.4 million in organic costs and acquisitions, which added $15.3 million in costs, partially offset by the favorable impact from foreign currency translation of $5.5$7.9 million. Cost of license, maintenance and related revenues increased $26.1$11.7 million, or 7.4%,2.9%, primarily due to acquisitions, which added $17.5 million in costs, an increase of $10.0 million in organic costs of $7.7 million and the unfavorable impact from foreign currency translation of $0.9$1.7 million.

Interest expense. We had interest expense of $434.7 million in 2025 compared to $463.0 million in 2024 compared toand $476.3 million in 20232023. andThe $312.2 milliondecrease in 2022.interest expense for 2025 as compared to 2024 is due to lower average interest rates on debt. The decrease in interest expense for 2024 as compared to 2023 is due to lower average debt balances. The increase in interest expense for 2023 as compared to 2022 is due to higher average interest rates on debt. We had an average interest rate of 6.71%,6.10%, 6.65%6.71% and 4.22%,6.65%, for the twelve months ended December 31, 2024,2025, 20232024 and 2022,2023, respectively. Our debt balances are discussed further in “Liquidity and Capital Resources”.

Other (expense) income, net. We had other (expense) income, net of $(23.0) million in 2025 compared to $8.9 million in 2024 compared toand $20.7 million in 20232023. Other (expense) income, net for 2025 included losses on the sale of fixed assets of $35.1 million. Those losses were partially offset by investment gains of $14.0 million, which includes fair value adjustments to increase the carrying value of our investments and $20.8dividend million in 2022.income. Other income, net for 2024 included net investment gains of $19.6 million, which includes fair value adjustments to increase the carrying value of our investments and dividend income. Those investment gains were partially offset by foreign currency translation losses of $8.2 million. Other income, net for 2023 included net investment gains of $19.0 million, which includes fair value adjustments to increase the carrying value of our investments and dividend income. Other income, net for 2023 also included income of $13.4 million from the settlement of a dispute related to pre-acquisition matters. The remaining portion of other income, net consisted primarily of losses on the sale or adjustment to carrying value of fixed assets of $11.7 million. Other income, net for 2022 included net investment gains of $38.7 million, which includes fair value adjustments to increase the carrying value of our investments and dividend income. Other income, net for 2022 also included an expense of $8.1 million relating to a legal accrual recorded in connection with the DST ERISA litigation. The remaining portion of other income, net consisted primarily of foreign currency translation gains and losses.

Equity in earnings of unconsolidated affiliates, net. We had equity in earnings of unconsolidated affiliates, net of $(9.3) million for 2025, $24.4 million for 2024,2024 and $100.0 million for 2023 and $25.8 million for 2022.2023. Our equity in earnings of unconsolidated affiliates in 2024, 2023 and 20222025 is primarily related to a $19.1 million, $96.3$10.6 million and $29.3 million adjustment, respectively,adjustment to decrease the carrying value of one of our investments. Our equity in earnings of unconsolidated affiliates is primarily related to an increase the carrying value of one of our investments.investments of $19.1 million and $96.3 million in 2024 and 2023, respectively.

Loss on extinguishment of debt, net. We recorded a $31.2$3.3 million, $2.1$31.2 million and $5.5$2.1 million loss on extinguishment of debt in 2024,2025, 20232024 and 2022,2023, respectively. The loss on extinguishment of debt, net in 2024 primarily related to the amendment of our credit agreement discussed further in “Liquidity2025 and Capital Resources.” The loss on extinguishment of debt, net in 2023 and 2022 relates to the write-off of a portion of the unamortized capitalized financing fees and the unamortized original issue discount associated with additional prepayments on our term loans prior to their scheduled maturity. The loss on extinguishment of debt, net in 2024 primarily related to the amendment of our credit agreement discussed further in “Liquidity and Capital Resources.”

Our 2024,2025, 20232024 and 20222023 effective tax rates differ from the statutory rate primarily due to the effect of our foreign operations and permanent book to tax differences. The decreasechange in the effective tax rate from 20232024 to 20242025 was primarily relateddriven toby the releases of uncertain tax positions indue theto currentclosed year,audits and statute of limitation expirations, recognition of a statewindfall tax benefitbenefits associatedfrom withstock income apportionment rules, increases in relative favorable impacts of stock-based compensation in the current year,awards, and a change in the composition of income before income taxes from foreign and domestic tax jurisdictions. Our effective tax rate for 2025 includes benefits related to releases of uncertain tax positions due to closed audits, recognition of a tax benefit associated with a change in domestic tax credit methodology, and benefits related to stock-based awards. Our effective tax rate for 2024 includes benefits related to releases of uncertain tax positions and tax refunds, both due to closed audits, recognition of a state tax benefit associated with income apportionment rules, recognition of a tax benefit associated with a change in domestic tax credit methodology, releases of valuation allowances on deferred tax assets, and benefits related to stock-based awards. Our effective tax rate for 2023 included increases in uncertain tax positions and benefits related to stock-based awards. Our effective tax rate for 2022 included increases in valuation allowances on deferred tax assets, benefits related to stock-based awards and releases of uncertain tax positions due to statute of limitation expirations.

In 2021, the OECD (“Organisation for Economic Co-operation and Development”)/G20 Inclusive Framework on Base Erosion and Profit Shifting released Model Global Anti-Base Erosion rules under Pillar Two. Further guidance hascontinues beento be released throughouteach 2022 and 2023. Certain aspects of Pillar Two are effective January 1, 2024 and other aspects are effective January 1, 2025.year. Many non-U.S. tax jurisdictions in which we operate have either recently enacted legislation or are in the process of enacting legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024 or in future years.Rules. The provisionsenactments effective in 20242025 were not material to our financialprovision positionfor andincome cash flows.taxes.

Our principalprimary cash requirements are to financepay for the costs of our operations, to fund principal and interest payments with respect to our indebtedness, to invest in research and development, to acquire complementary businesses or assets, repurchase shares of our common stock and to pay dividends on our common stock. We expect our cash on hand, cash flows from operations, and cash available under our Credit Agreement to provide sufficient liquidity to fund our cash requirements for at least the next twelve months.

Our cash, cash equivalents and restricted cash and cash equivalents, including amounts held on behalf of clients, at December 31, 20242025 were $3,370.5$3,573.8 million, an increase of $371.9$203.3 million from $2,998.6$3,370.5 million at December 31, 2023.2024. The increase in cash was primarily due to the increase in cash and cash equivalents associated with funds held on behalf of clients. See Notes 8, 1010, and 11 to our Consolidated Financial Statements for further discussion of acquisitions, debtdebt, and equity, respectively.

Operating activities: Cash provided by operating activities of $1,388.6 million during the year ended December 31, 2024 resulted from net income of $761.7 millionmillion, adjustedadjustments for non-cash items of $811.6 million, partially offset by changes in our working capital accounts totaling $184.7 million. The changes in our working capital accounts were primarily driven by increases in accounts receivable, contract assets and prepaid expenses, partially offset by increases in deferred revenue.

As of December 31, 2024,2025, our liability for uncertain tax positions and related interest and penalties payable was $110.0$92.2 million and $16.1$7.2 million, respectively. We are unable to reasonably estimate the timing of such liability and interest payments in individual years beyond 12 months due to uncertainties in the timing of the effective settlement of tax positions. As of December 31, 2024,2025, our projected obligation related to our defined benefit pension plan projected obligationplans was $12.4$35.9 million and we are unable to reasonably estimate the timing of such obligation due to uncertainties in the timing of payments. As a result, these amounts are not included in the above contractual obligations table.

The Credit Agreement had a revolving credit facility with a five-year term available for borrowings by SS&C with $250.0 million in available commitments (“Revolving Credit Facility”). The Revolving Credit Facility also contained a $25 million letter of credit sub-facility. On December 28, 2022, we entered into an amendment (the “Revolving Facility Amendment”) to the Credit Agreement with certain of our subsidiaries. Pursuant to the Revolving Facility Amendment, the Revolving Credit Facility was amended to: (i) extend the maturity date to December 28, 2027, (ii) amend the interest rate provisions to replace LIBOR with Term SOFR as the interest rate benchmark, (iii) increase the aggregate commitments from $250.0 million to $600.0 million, (iv) increase the letter of credit sub-facility from $25.0 million to $75.0 million and (v) make certain other revisions fully set forth in the Revolving Facility Amendment. As of December 31, 2024, there was $3.7 million utilized of the letter of credit sub-facility and $596.3 million available of the Revolving Facility Amendment.

At any time andafter fromMarch time30, to time,2025, we may, at our option, redeem some or all of the 5.5% Senior Notes, in whole or in part, at the redemption prices set forth in the following table, expressed as a percentage100% of the principal amount, plus accrued and unpaid interest to the redemption date:

In connection with the MayOctober 20242025 andIncremental SeptemberB-8 2024 debt transactions,Loans, we capitalized an aggregate of $39.4$7.6 million during the year ended December 31, 20242025 in financing costs, which represent new third-party costs.

Consolidated EBITDA does not reflect the significant interest expense we incur as a result of our debt leverage;

Other includes additional expenses and income that are permitted to be excluded per the terms of our amended senior secured credit facility from Consolidated EBITDA, a financial measure used in calculating our covenant compliance.compliance, and includes a loss on the sale of fixed assets of $33.3 million during the twelve months ended December 31, 2025.

(1) Calculated as the ratio of consolidated net secured funded indebtedness, net of cash and cash equivalents, excluding $155.2 million of cash and cash equivalents held at DomaniRx, to Consolidated EBITDA, as defined by the amended senior secured credit facility, for the period of four consecutive fiscal quarters ended on the measurement date. Consolidated net secured funded indebtedness is comprised of indebtedness for borrowed money, letters of credit, deferred purchase price obligations and capital lease obligations, all of which is secured by liens on our property.

Acquisition Accounting, Intangible Assets and Goodwill

We recognize software-enabled services revenues on a monthly basis as the arrangement is a single performance obligation or a stand-ready performance obligation, which in either case is comprised of a series of distinct services that are substantially the same and have the same pattern of transfer to the customer (i.e. distinct days or months of service). We apply a measure of progress (typically time-based) to any fixed consideration and allocate variable consideration to the distinct periods of service based on usage or summarization of account information.usage. These variable payments relate specifically to our efforts to perform the services in the period in which the fee applies. This variability is solely attributed to and resolved as a result of the transfer of these services; these fees are independent of the transfer of past or future goods or services. These fees meet the allocation objective of ASC 606 because they represent the amount of consideration we are entitled to for these services. Revenue is generally recognized over the period the services are provided, which results in revenue recognition that corresponds with the value to the client of the services transferred to date relative to the remaining services promised.

Ongoing macroeconomic conditions, such as changes in interest rates and inflation, volatility in capital markets, global trade issues, geopolitical tensions, foreign currency exchange rate fluctuations, and other similar factors, could have impacts onimpact our results that are uncertain and, in many respects, outside our control. The situations remain dynamic and subject to rapid and possibly material change, which ultimately could result in material negative effects on our business and results of operations. We will continue to evaluate the nature and extent of the potential impacts to our business, consolidated results of operations, liquidity and capital resources.

We derive our revenues from two sources: technology-enabled services revenues and license, maintenance and related revenues. As a general matter, fluctuations in our technology-enabled services revenues are attributable to our customer retention, the number of new technology-enabled services clients as well asservices, total assets under management in our clients’ portfolios and the number of outsourced transactions managed for our existing clients. Technology-enabled services revenues also fluctuate as a result of reimbursements received for “out-of-pocket” expenses, such as postage and telecommunications charges, which are recorded as revenues on an accrual basis.charges. Because these additional revenues are offset by the reimbursable expenses incurred, there is no impact on gross profit, operating income and net income, however the reimbursements billed and expenses incurred can lead to fluctuations in revenues, cost of revenues and gross margin percentage each period. License, maintenance and related revenues consist primarily of term and perpetual license fees, maintenance fees and professional services. Maintenance revenues vary based on customer retention and on the annual increases in fees, which are generally tied to the consumer price index. License and professional services revenues tend to fluctuate based on the number of new licensing clients, the timing and terms of contract renewals and demand for consulting services.

Three Months Ended MarchJune 31,30, 2026 and 2025. Our revenues increased $133.2$158.9 million, or 8.8%,10.3%, primarily due to an increase of $75.9$117.6 million in organic revenue growth primarily driven by strength in the SS&C GlobeOp fund administrationadministration, Wealth and Investment Technology, and Global Investor and Distribution Solutions businesses. Our revenues also increased due to acquisitions, which contributed $34.9$35.9 million, and the favorable impact from foreign currency translation of $22.4$5.4 million.

Technology-enabled services revenues increased $137.4$140.5 million, or 10.8%,11.1%, primarily due to an increase in organic revenues of $86.2$101.6 million as well as acquisitions, which added $34.9$35.9 million in revenues, and the favorable impact from foreign currency translation of $16.3$3.0 million. License, maintenance and related revenues decreasedincreased $4.2$18.4 million, or 1.7%,6.8%, due to aan decreaseincrease in organic revenues of $10.3$16.0 million,million partially offset byand the favorable impact from foreign currency translation of $6.1$2.4 million.

Three Months Ended MarchJune 31,30, 2026 and 2025. Our total cost of revenues increased by $78.5$77.5 million, or 10.2%,9.7%, primarily due to an increase of $42.8$54.5 million in organic costs as well as acquisitions, which added $19.8$20.2 million in costs, and the unfavorable impact from foreign currency translation, which increased costs by $15.9$2.8 million. Our organic cost increase reflects continued investment in delivering client service.

Cost of technology-enabled services revenues increased $73.2$77.7 million, or 11.0%,11.2%, due to an increase of $40.1$55.1 million in organic costs, acquisitions, which added $19.8$20.2 million in costs, and the unfavorable impact from foreign currency translation of $13.3$2.4 million. Cost of license, maintenance and related revenues increaseddecreased $5.3$0.2 million, or 5.3%,0.2%, due to ana increasedecrease of $2.7$0.6 million in organic costscosts, andpartially offset by the unfavorable impact from foreign currency translation of $2.6$0.4 million.

Three Months Ended MarchJune 31,30, 2026 and 2025. Operating expenses increased $14.4$8.8 million, or 3.7%,2.2%, due to acquisitions, which added $15.6$15.5 million in expenses and the unfavorable impact from foreign currency translation of $9.1$1.2 million. These increases were partially offset by a decrease of $10.3$7.9 million in organic operating expenses. Total operating expenses, excluding the impact of acquisitions and foreign currency translation, primarily decreased due to lower personnel costs.

Comparison of the Three and Six Months Ended MarchJune 31,30, 2026 and 2025 for Interest, Taxes and Other

Interest expense, net. Net interest expense totaled $105.4$107.0 million and $105.2$212.4 million for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to $105.5 million and $210.7 million for the three and six months ended June 30, 2025, respectively. The increase in interest expense, net for 2026 as compared to 2025 is primarily due to higher debt balances partially offset by lower interest rates. We had an average interest rate of 5.69%5.70% and 6.09%5.69% for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to 6.14% and 6.11% for the three and six months ended June 30, 2025, respectively.

Other income,income (expense), net. Other income,income (expense), net was $6.8$1.1 million and $7.2$7.9 million for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to $(1.1) million and $6.1 million for the three and six months ended June 30, 2025, respectively. For the three and six months ended MarchJune 31,30, 2026, other income,income (expense), net was primarily comprised of dividend income of $1.0 million and $10.3 million, respectively, and foreign currency translation gains of $1.7 million and $0.3 million, respectively, partially offset by losses on fixed asset sales of $2.9 million in both periods. For the three and six months ended June 30, 2025, other income (expense), net consisted primarily of dividend income of $9.4$2.5 million and $13.7 million, partiallyrespectively, offset by foreign currency translation losses of $1.4$1.9 million.million Forand the three months ended March 31, 2025, other income, net consisted primarily of dividend income of $11.2$4.1 million, partially offset by foreign currency translation losses of $2.2 millionrespectively, and investment losses due to mark-to-market adjustments of $1.8$1.7 million.million and $3.5 million, respectively.

Equity in earnings of unconsolidated affiliates, net. Equity in earnings of unconsolidated affiliates, net totaled $3.9$3.0 million and $2.3$6.9 million for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to $1.6 million and $3.9 million for the three and six months ended June 30, 2025, respectively.

Our effective tax raterates for the three and six months ended MarchJune 31,30, 2026 differsand 2025 differ from the statutory rate of 21.0% primarily due to the composition of income before income taxes from foreign and domestic tax jurisdictions, foreign income that is being taxed in the U.S. offset by foreign tax credits that are being limited and the recognition of windfall tax benefits from stock awards. The change in the effective tax rate for the three and six months ended MarchJune 31,30, 2026 compared to the prior year was primarily related to a decrease in recognition of windfall tax benefits from stock awards in the current year and a proportionate change in the composition of income before income taxes from foreign and domestic tax jurisdictions. While we have income from multiple foreign sources, the majority of our non-U.S. operations are in the United Kingdom and India. We anticipate the statutory tax rates in 2026 to be 25.0% in the United Kingdom and approximately 25.5% in India. A future change in the composition of income before income taxes from foreign and domestic tax jurisdictions could impact our periodic effective tax rate.

On July 4, 2025, the One Big Beautiful Bill Act was enacted in the United States. Certain provisions of the legislation became effective in 2025 while others became effective in 2026. The legislation did not have a material impact on our provision for income taxes induring the year ended December 31, 2025 or the three and six months ended MarchJune 31,30, 2026.

We paid quarterly cash dividends of $0.27 per share of common stock in each of March and June 2026 totaling $65.3$129.3 million. We paid quarterly cash dividends of $0.25 per share of common stock in each of March and June 2025 totaling $61.6$122.5 million.

Client funds obligations include our transfer agency client balances invested overnight, claims administration funds due to our customers, as well as our contractual obligations to remit funds to satisfy client pharmacy claim obligations and are recorded on the unaudited Condensed Consolidated Balance Sheets when incurred, generally after a claim has been processed by us. Our contractual obligations to remit funds to satisfy client obligations are primarily sourced by funds held on behalf of clients. We had $3,617.5$3,984.5 million of client funds obligations at MarchJune 31,30, 2026.

Net cash provided by operating activities was $299.7$716.4 million for the threesix months ended MarchJune 31,30, 2026. Cash provided by operating activities primarily resulted from net income of $226.3$461.6 million adjusted for non-cash items of $257.7$505.9 million, partially offset by changes in our working capital accounts totaling $184.3$251.1 million. The changes in our working capital accounts were mainly driven by a decrease in accrued expenses and increases in accounts receivable and prepaid expenses as well as changesdecreases in incomeaccounts taxes prepaid and payable due to the timing of tax payments.payable.

Investing activities used net cash of $65.5$135.0 million for the threesix months ended MarchJune 31,30, 2026, primarily related to $62.0$125.9 million in capitalized software development costs, $7.6$19.3 million in capital expenditures, and $7.5 million investment in securities, and $6.0 million in capital expenditures, partially offset by proceeds from the sales / maturities of investments of $7.6$7.7 million and the collection of other non-current receivables of $2.7$5.3 million.

Financing activities used net cash of $741.1$736.1 million for the threesix months ended MarchJune 31,30, 2026, primarily related to a net decrease in client funds obligations of $470.2 million, $168.0$605.7 million of purchases of common stock for treasury, $65.3a net decrease in client fund obligations of $132.1 million, $129.3 million in quarterly dividends paid, and $54.9$55.8 million in withholding taxes paid related to equity award net share settlements, partially offset by net borrowings of debt of $140.0 million, proceeds of $22.3$31.9 million from stock option exercises.exercises, and proceeds from noncontrolling interests of $14.9 million.

We have made a permanent reinvestment determination in certain non-U.S. operations that have historically generated positive operating cash flows. At MarchJune 31,30, 2026, we held approximately $231.0$237.1 million in cash and cash equivalents at non-U.S. subsidiaries where we had made such a determination and in turn no provision for income taxes had been made.

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

The senior secured credit facility has a revolving credit facility available for borrowings by SS&C with $600.0 million in available commitments (“Revolving Credit Facility”), of which $513.3$363.4 million was available as of MarchJune 31,30, 2026. The Revolving Credit Facility also contains a $75.0 million letter of credit sub-facility, of which $6.7$6.6 million was utilized as of MarchJune 31,30, 2026.

The amended senior secured credit facility includes negative covenants that, among other things and subject to certain thresholds and exceptions, limit our ability and the ability of our restricted subsidiaries to incur debt or liens, make investments (including in the form of loans and acquisitions), merge, liquidate or dissolve, sell property and assets, including capital stock of our subsidiaries, pay dividends on our capital stock or redeem, repurchase or retire our capital stock, alter the business we conduct, amend, prepay, redeem or purchase subordinated debt, or engage in transactions with our affiliates. The amended senior secured credit facility also contains customary representations and warranties, affirmative covenants and events of default, subject to customary thresholds and exceptions. In addition, the amended senior secured credit facility contains a financial covenant for the benefit of the Revolving Credit Facility requiring us to maintain a maximum consolidated net secured leverage ratio. The amended senior secured credit facility also contains a financial maintenance covenant for the benefit of the Term A-9 Loans that will require us to maintain a separate maximum consolidated net secured leverage ratio. In addition, under the amended senior secured credit facility, certain defaults under agreements governing other material indebtedness could result in an event of default under the amended senior secured credit facility, in which case the lenders could elect to accelerate payments under the amended senior secured credit facility and terminate any commitments they have to provide future borrowings. As of MarchJune 31,30, 2026, we were in compliance with all financial and non-financial covenants.

Under the Revolving Credit Facility portion of the amended senior secured credit facility, we are required to satisfy and maintain a specifiedconsolidated financialnet secured leverage ratio of 6.25x at the end of each fiscal quarter if the sum of (i) outstanding amount of all loans under the Revolving Credit Facility and (ii) all non-cash collateralized letters of credit issued under the Revolving Credit Facility in excess of $20 million is equal to or greater than 30% of the total commitments under the Revolving Credit Facility. The consolidated net secured leverage ratio is calculated as the ratio of consolidated net secured funded indebtedness, net of cash and cash equivalents, as defined by the amended senior secured credit facility, for the period of four consecutive fiscal quarters ended on the measurement date. Consolidated net secured funded indebtedness is comprised of indebtedness for borrowed money, letters of credit, deferred purchase price obligations and capital lease obligations, all of which is secured by leans on our property. In addition, the Term A-9 Loans will be subject to a 5.25x consolidated net secured leverage ratio commencing at the fiscal quarter ending December 31, 2024, which will, at our option, increase to 5.75x for four consecutive fiscal quarters following a material permitted acquisition. Our ability to meet either financial ratio can be affected by events beyond our control, and we cannot assure you that we will meet either ratio. Any breach of either financial covenant could result in an event of default under the amended senior secured credit facility. Upon the occurrence of any event of default under the amended senior secured credit facility, the lenders could elect to declare all amounts outstanding under the amended senior secured credit facility to be immediately due and payable and terminate all commitments to extend further credit. Any default and subsequent acceleration of payments under the amended senior secured credit facility would have a material adverse effect on our results of operations, financial position and cash flows. Additionally, under the amended senior secured credit facility, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is also tied to baskets and ratios based on Consolidated EBITDA. Our consolidated net secured leverage ratio as of June 30, 2026 is 1.70.

Consolidated EBITDA attributable to noncontrolling interest represents the proportionate share of Consolidated EBITDA basedof onDomaniRx, theLLC ownership(a interestconsolidated joint venture) retained by the noncontrolling parties of DomaniRx, our consolidatedjoint variableventure interest entity.partners.