SEI INVESTMENTS CO (SEIC)

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(In thousands, except share and per-share data)

This discussion reviews and analyzes the consolidated financial condition, the consolidated results of operations and other factors that may affect future financial performance. This discussion should be read in conjunction with the Consolidated Financial Statements and Notes to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

Refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024 for the discussion of the results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, which is incorporated by reference herein.

Certain information contained in this discussion is or may be considered forward-looking. Forward-looking statements relate to future operations, strategies, financial results, expenditures and other uses of capital or other developments. Forward-looking statements are based upon estimates and assumptions that involve certain judgments, risks and uncertainties, many of which are beyond our control or are subject to change. Although we believe our assumptions are reasonable, they could be inaccurate. Our actual future revenues and income could differ materially from our expected results. Further information about factors that could materially affect our results of operations and financial condition include, but are not limited to, the discussion contained in Item 1A, Risk Factors, in this Annual Report on Form 10-K. We have no obligation to publicly update or revise any forward-looking statements.

Overview

Consolidated Summary

SEI Investments Company is a leading global provider of financial technology, operations, and asset management services within the financial services industry. Our core capabilities unify technology, operations, and asset management to power clients’ transformation across advice, asset management, and administration. We deliver modular or end‑to‑end solutions through a single, modern infrastructure that integrates platform technology, custody, operations, and investment expertise.

Investment processing fees are earned as either monthly fees for contracted services or as a percentage of the market value of our clients' assets processed on our platforms. Investment operations and investment management fees are earned as a percentage of assets under management, administration or advised assets. As of December 31, 2025, through our subsidiaries and partnerships in which we have a significant interest, we manage, advise or administer approximately $1.9 trillion in assets.

Condensed Consolidated Statements of Operations for the years ended 2025, 2024 and 2023 were:

* Variances noted "NM" indicate the percent change is not meaningful.

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Significant Items Impacting Our Financial Results in 2025

Revenues increased $172.2 million, or 8%, to $2.3 billion in 2025 compared to 2024. Net income attributable to SEI increased $134.1 million, or 23%, to $715.3 million and diluted earnings per share increased to $5.63 per share in 2025 compared to $4.41 per share in 2024. We believe the following items were significant to our business results during 2025:

•The sale of the Family Office Services business was completed in June 2025 resulting in a net gain of $94.4 million, or $0.58 diluted earnings per share recorded in the second quarter 2025. The gain from the sale is reflected in Gain on sale of business on the accompanying Consolidated Statement of Operations (See caption "Gain on sale of business" later in this discussion).

•Revenue from Assets under management, administration, and distribution fees increased in 2025 primarily from higher assets under administration due to cross sales to existing alternative investment clients of the Investment Managers segment as well as new sales within the segment. Average assets under administration increased $150.2 billion, or 15%, to $1.2 trillion during 2025, as compared to $1.0 trillion during 2024.

•Revenue from Asset management, administration and distribution fees also increased from market appreciation and positive cash flows into separately managed account programs and Strategist programs of the Investment Advisors segment. This was partially offset by negative cash flows and lower fee structures from SEI fund programs and fee reductions in separately managed account programs. Revenue growth was also partially offset by client losses in the Institutional Investors segment. Average assets under management in equity and fixed income programs, excluding LSV, increased $11.1 billion, or 6%, to $190.6 billion in 2025 as compared to $179.5 billion during 2024.

•Revenue from the SEI Integrated Cash Program in the Investment Advisors segment was $82.9 million during 2025 as compared to $51.5 million in 2024, an increase of $31.4 million due to the expansion of the program in late 2024.

•Revenue from Information processing and software servicing fees increased in 2025 primarily from new client conversions and growth from existing SEI Wealth PlatformSM (SWP) clients.

•Earnings from LSV decreased to $132.3 million in 2025 as compared to $135.7 million in 2024 due to negative cash flows from existing clients and client losses. Market appreciation of assets under management and increased performance fees partially offset the decrease in earnings from LSV.

•The increase in personnel costs was primarily due to business growth, primarily in the Investment Managers segment, and severance costs incurred from a reduction in force in fourth quarter 2025.

•Operating expenses increased primarily from higher technology and third-party vendor costs related to the Investment Managers and Private Banks segments due to business growth. In addition, direct costs associated with the separately managed accounts programs and other investment product programs of the Investment Advisors segment also contributed to the increase in operating expenses.

•Capitalized software development costs were $30.0 million in 2025, of which $19.2 million was for continued enhancements to SWP. Capitalized software development costs also include $10.8 million of software development costs in 2025 for SEI Scope, a new platform for the Investment Managers segment placed into service during the third quarter 2025.

•Amortization expense related to SWP was $29.0 million in 2025 as compared to $27.5 million in 2024. Amortization expense related to the SEI Scope platform was $2.2 million in 2025.

•Interest and dividend income, net of interest expense, was $39.9 million in 2025 as compared to $48.9 million in 2024. The decrease was due to an overall decrease in interest rates and lower invested cash balances.

•In December 2025, SEI completed the first stage of our strategic investment in the Stratos business (Stratos), a network of affiliated companies focused on supporting the success of financial advisors for a cash consideration of $440.8 million. The financial results of Stratos are included in the Investment Advisors segment and were insignificant in 2025 (See Note 14 to the Notes to Consolidated Financial Statements).

•Corporate overhead costs in 2025 include $8.5 million for one-time financial advisor fees related to the Stratos acquisition.

•Effective tax rates were 21.7% during 2025 and 22.2% during 2024 (See the caption "Income Taxes" later in this discussion for more information).

•SEI repurchased 7.5 million shares of its common stock at an average price of $82.61 per share for a total cost of $616.2 million and paid $124.2 million in cash dividends to shareholders during 2025.

•SEI made a seed capital investment of $50.0 million in the LSV Global Equity Market Neutral Fund, LP (LSV GEMNF) in July 2025 and consolidated the accounts of the fund into its financial statements. The LSV GEMNF recognized a gain of $7.1 million during 2025 from the change in fair value of the fund. SEI's portion of this gain was $5.3 million.

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Other Significant Items Impacting Our Business

Infrastructure Investments

We believe that a critical component of our long-term success is our ability to continually improve our technology infrastructure. Accordingly, we endeavor to:

•automate selected manual processes in our operational, compliance, risk, control and other functions in order to create internal efficiencies;

•evolve our cyber-security and data privacy systems to combat known and emerging threats and meet and exceed industry and regulatory standards around the world;

•increase the resiliency and reliability of our systems; and

•create more efficient technology solutions to scale our various businesses.

We will continue to invest in improving our technology and operational infrastructure in order to maintain the foundation that we believe enables us to best serve our clients’ needs.

Business Acquisitions

To enhance our capabilities, scale our competitive presence, or enable strategic growth, we pursue selective acquisitions as part of our capital allocation strategy. If we are not able to successfully integrate our past and future acquisitions, or we do not fully realize the anticipated benefits, synergies or objectives of these transactions, we may incur additional costs such as impairment charges to goodwill or intangible assets recognized from acquisitions that could adversely affect our results of operations or financial condition.

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Ending Asset Balances

This table presents ending asset balances of our clients, or of our clients’ customers, for which we provide management or administrative services through our subsidiaries and partnerships in which we have a significant interest.

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(A)    Collective trust fund program assets are included in assets under management since SEI is the trustee. Fees earned on this product are less than fees earned on customized asset management programs.

(B)    Equity and fixed-income programs include $1.5 billion of assets managed by LSV in which fees are based solely on performance and are not calculated as an asset-based fee (as of December 31, 2025).

(C)    Equity and fixed-income programs include $8.1 billion of assets invested in various asset allocation funds at December 31, 2025.

(D)    In addition to the assets presented, SEI also administers an additional $13.0 billion in Funds of Funds assets on which SEI does not earn an administration fee (as of December 31, 2025).

(E)    Client assets under administration related to the Family Office Services business divested on June 30, 2025 (See Note 14 to the Consolidated Financial Statements).

(F)    Stratos is a network of affiliated companies that provides financial services to $38.4 billion in client assets across business models and affiliation structures (as of November 30, 2025).

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Average Asset Balances

This table presents average asset balances of our clients, or of our clients’ customers, for which we provide management or administrative services through our subsidiaries and partnerships in which we have a significant interest.

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(A)    Collective trust fund program average assets are included in assets under management since SEI is the trustee. Fees earned on this product are less than fees earned on customized asset management programs.

(B)    Equity and fixed-income programs include assets managed by LSV in which fees are based solely on performance and are not calculated as an asset-based fee. The average value of these assets for the year ended December 31, 2025 was $1.4 billion.

(C)    Equity and fixed-income programs include $6.8 billion of average assets invested in various asset allocation funds for the year ended December 31, 2025.

(D)    In addition to the assets presented, SEI also administers an additional $11.4 billion of average assets in Funds of Funds assets for the year ended December 31, 2025 on which SEI does not earn an administration fee.

(E)    Client assets under administration related to the Family Office Services business. The amount for 2025 only includes the period from January 1, 2025 through June 30, 2025, reflecting the divestiture of the Family Office Services business on June 30, 2025 (See Note 14 to the Consolidated Financial Statements).

(F)    Stratos is a network of affiliated companies that provides financial services to $38.1 billion in average client assets across business models and affiliation structures during the fourth-quarter 2025.

In the preceding tables, assets under management are total assets of our clients or their customers invested in our equity and fixed-income investment programs, collective trust fund programs, and liquidity funds for which we provide asset management services through our subsidiaries and partnerships in which we have a significant interest. Advised assets include assets for which we provide advisory services through a subsidiary to the accounts but do not manage the underlying assets. Assets under administration include total assets of our clients or their customers for which we provide administrative services, including client fund balances for which we provide administration and/or distribution services through our subsidiaries and partnerships in which we have a significant interest. Platform-only assets-deposit program include assets of our clients in the SEI Integrated Cash program for which we provide custody services through our federal thrift subsidiary. The assets presented in the preceding tables do not include assets processed on SWP and are not included in the accompanying Consolidated Balance Sheets because we do not own them.

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Business Segments

Revenues, Expenses and Operating profit (loss) for our business segments for the year ended 2025 compared to the year ended 2024, and for the year ended 2024 compared to the year ended 2023 were:

For additional information pertaining to our business segments, see Note 12 to the Consolidated Financial Statements.

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Investment Managers

Revenues increased $86.6 million, or 12%, in 2025 compared to the prior year. Revenues during 2025 were primarily affected by:

•Increased revenues from additional services provided to our largest alternative fund clients; and

•Positive cash flows into alternative and traditional funds from new and existing clients; partially offset by

•Client losses and fund closures.

Operating margins were 39% in 2025 and 38% in 2024. Operating income increased $45.4 million, or 16%, in 2025 compared to the prior year. Operating income during 2025 was primarily affected by:

•An increase in revenues as mentioned above; partially offset by

•Increased costs associated with new business, primarily personnel costs, technology and third-party vendor costs; and

•Costs to enhance, support and maintain technologies and investment service capabilities.

Private Banks

Revenues increased $31.5 million, or 6%, in 2025 compared to the prior year. Revenues during 2025 were primarily affected by:

•Increased investment processing fees from new SWP client conversions and growth from existing SWP clients due to market appreciation and increased transaction volumes;

•Increased investment management fees from existing international clients due to market appreciation; and

•Various one-time buyout fees from lost clients; partially offset by

•Negative cash flows and fee reductions from existing international clients; and

•Lower investment processing fees from the recontracting of existing clients and client losses.

Operating margins were 17% in 2025 and 15% in 2024. Operating income increased $17.0 million, or 21%, in 2025 compared to the prior year. Operating income in 2025 was primarily affected by:

•An increase in revenues as mentioned above; partially offset by

•Increased costs, mainly personnel, technology and third-party vendor costs supporting operations.

Investment Advisors

Revenues increased $68.0 million, or 13%, in 2025 compared to the prior year. Revenues during 2025 were primarily affected by:

•Increased fees from separately managed account programs and Strategist programs due to growth from new and existing clients and market appreciation; and

•Increased fee revenue of $31.4 million from the SEI Integrated Cash Program; partially offset by

•Decreased investment management fees from SEI fund programs resulting from the continued shift out of SEI fund programs into separately managed accounts and other investment products; and

•Lower fee structures in SEI fund programs and fee reductions in our separately managed account programs.

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Operating margins were 46% in 2025 and 44% in 2024. Operating income increased $39.2 million, or 17%, in 2025 compared to the prior year. Operating income in 2025 was primarily affected by:

•An increase in revenues as mentioned above; partially offset by

•Increased direct expenses associated with the increase in separately managed account fees; and

•Increased personnel costs from business growth.

Institutional Investors

Revenues decreased $3.2 million, or 1%, in 2025 compared to the prior year. Revenues during 2025 were primarily affected by:

•Decreased investment management fees from client losses; partially offset by

•Increased investment management fees from existing clients due to higher assets under management due to market appreciation; and

•Revenues from new Outsourced Chief Investment Officer (OCIO) platform clients.

Operating margins were 48% in 2025 and 46% in 2024. Operating income increased $3.3 million, or 3%, in 2025 compared to the prior year. Operating income during 2025 was primarily affected by:

•Decreased direct expenses associated with investment management fees; and

•Decreased personnel costs; partially offset by

•A decrease in revenues as mentioned above.

Investments in New Businesses

Revenues decreased $10.7 million, or 18%, in 2025 compared to the prior year. Revenues during 2025 were primarily affected by:

•The divestiture of the SEI Family Office Services business in June 2025; partially offset by

•Increased revenues from SEI Private Wealth Management through higher assets under advisement due to market appreciation and new business.

Other

Corporate overhead expenses

Corporate overhead expenses primarily consist of general and administrative expenses and other costs not directly attributable to a reportable business segment. Corporate overhead expenses were $180.9 million, $147.6 million and $132.2 million in 2025, 2024 and 2023, respectively. The increase in corporate overhead expenses during 2025 was primarily due to increases in personnel costs, severance costs, and legal and financial advisor fees related to M&A activity.

Other income and expense items

Other income and expense items on the accompanying Consolidated Statements of Operations consist of:

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Equity in earnings of unconsolidated affiliates

Equity in earnings of unconsolidated affiliates primarily includes the earnings from our 38.5% ownership interest in LSV. The table below presents the revenues and net income of LSV and our proportionate share in LSV's earnings.

The decrease in earnings from LSV in 2025 was primarily due to negative cash flows from existing clients and client losses. Higher assets under management from market appreciation and higher performance fees partially offset the decrease in earnings from LSV. Average assets under management by LSV increased $1.0 billion to $91.9 billion during 2025 as compared to $90.9 billion during 2024, an increase of 1%.

Gain on sale of business

In February 2025, we announced the entry into a definitive agreement with Aquiline, a private investment firm specializing in financial services and technology, to acquire our Family Office Services business. We completed the sale on June 30, 2025 and recognized a gain of $94.4 million, net of transaction costs and certain other purchase price adjustments. Prior to the divestiture, the Family Office Services business was reported in our Investments in New Businesses segment.

Interest and dividend income

Interest and dividend income is earned based upon the amount of cash that is invested daily. The decrease in interest and dividend income in 2025 was due to an overall decline in interest rates and lower invested cash balances.

Net gain from investments

Net gain from investments during 2025 was primarily due to realized and unrealized gains and losses recorded in current earnings related to the investment funds sponsored by LSV, equity holdings and SEI-sponsored investment products (See Note 5 to the Consolidated Financial Statements).

Other income

We recognized a gains of $4.4 million from an insurance recovery and $4.5 million from the settlement of a matter with a third-party vendor during 2025. Other income during 2024 is related to a net gain of $8.2 million recognized from the sale of property located in New York, New York.

Net gain from consolidated variable interest entities

Net gain from consolidated variable interest entities in 2025 reflects the total net gains of the LSV Global Market Neutral Fund LP consolidated into our financial statements. The portion of this gain associated with our investment in the fund was $5.3 million during 2025. The portion associated with other investors in the fund is eliminated through income attributable to non-controlling interests in the accompanying Consolidated Statement of Operations (See Notes 1 and 18 to the Consolidated Financial Statements).

Amortization

Amortization expense on the accompanying Consolidated Statements of Operations consists of:

Capitalized software development costs

The increase in amortization expense related to capitalized software development costs was primarily due to significant enhancements to SWP and the placement into service of SEI Scope during the third quarter 2025. We expect to recognize amortization expense of $35.9 million related to all capitalized software development costs in 2026.

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Intangible assets

The increase in amortization expense related to intangible assets and asset purchases was due to the acquisition of the U.S.-based Stratos business during the fourth quarter 2025 (See Note 14 to the Consolidated Financial Statements). We expect to recognize amortization expense of $31.4 million related to all intangible assets in 2026.

Income Taxes

The effective tax rate is affected by recurring items, such as the U.S. federal tax rates and tax rates in various states and foreign jurisdictions and the relative amount of income earned in those jurisdictions. The income earned by jurisdiction has been fairly consistent. The effective tax rate is also affected by discrete items that may occur in any given year, but are not consistent from year to year (See Note 11 to the Consolidated Financial Statements for more information).

On July 4, 2025, President Donald J. Trump signed new tax legislation known as the One Big Beautiful Bill Act (OBBBA) into law which makes permanent many of the provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were scheduled to expire at the end of 2025. The enactment of the OBBBA primarily impacted the deferred tax liability and income tax payable related to the provisions for the elimination of the capitalization of onshore research and development costs (Section 174) and the reintroduction of 100% bonus depreciation (Section 168) and did not have a significant impact to the effective tax rate.

Stock-Based Compensation

During 2025, 2024 and 2023, we recognized approximately $53.6 million, $58.6 million and $31.3 million, respectively, in stock-based compensation expense. Our stock-based compensation expense in 2025 primarily consisted of $28.2 million related to stock options and $24.5 million related to restricted stock units (RSUs). The amount of stock-based compensation expense related to stock options is recognized based upon an estimate of when the financial vesting targets may be achieved. Any change in estimate could result in the remaining amount of stock-based compensation expense to be accelerated, spread out over a longer period, or reversed. This may cause volatility in the recognition of stock-based compensation expense and materially affect earnings (See Note 7 to the Consolidated Financial Statements for more information).

During 2024 and 2023, we revised the estimates of when certain vesting targets for stock options were expected to be achieved. These changes in estimates resulted in an increase of $11.2 million in 2024 and a decrease of $6.9 million in 2023. There was no revision of management's estimate during 2025.

There was approximately $64.3 million of unrecognized compensation cost related to unvested employee stock options at December 31, 2025 and we expect to recognize approximately $29.1 million in stock-based compensation costs for stock options in 2026.

There was approximately $49.7 million of unrecognized compensation cost related to RSUs at December 31, 2025 and we expect to recognize approximately $24.9 million in stock-based compensation costs for RSUs in 2026.

Regulatory Matters

Like many firms operating within the financial services industry, we are experiencing a complex and changing regulatory environment across our markets. Our current scale and reach as a provider to the financial services industry, the introduction and implementation of new solutions for our financial services industry clients, the increased regulatory oversight of the financial services industry generally, new laws and regulations affecting the financial services industry and ever-changing regulatory interpretations of existing laws and regulations, and a greater propensity of regulators to pursue enforcement actions and other sanctions against regulated entities, have made this an increasingly challenging and costly regulatory environment in which to operate.

SEI and some of our regulated subsidiaries have undergone or been scheduled to undergo a range of periodic or thematic reviews, examinations or investigations by numerous regulatory authorities around the world, including the Office of the Comptroller of the Currency, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Financial Conduct Authority of the United Kingdom (FCA), the Central Bank of Ireland (CBI), the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (CSSF), and others. These regulatory activities typically result in the identification of matters or practices to be addressed by us or our subsidiaries and, in certain circumstances, the regulatory authorities require remediation activities or pursue enforcement proceedings against us or

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our subsidiaries. As described under the caption “Regulatory Considerations” in Item 1 of this report, the range of possible sanctions that are available to regulatory authorities include limitations on our ability to engage in business for specified periods of time or with certain restrictions, the revocation of registration, censures and fines. The direct and indirect costs of responding to these regulatory activities and of complying with new or modified regulations, as well as the potential financial costs and potential reputational impact against us of any enforcement proceedings that might result, is uncertain but could have a material adverse impact on our operating results or financial position.

Liquidity and Capital Resources

Our credit facility provides for borrowings up to $500.0 million and is scheduled to expire in August 2030. As of January 30, 2026, we had outstanding letters of credit of $4.6 million which reduced the amount available under the credit facility. These letters of credit were primarily issued for the expansion of the corporate headquarters and are due to expire in 2026. As of January 30, 2026, the amount of the credit facility available for corporate purposes was $495.4 million.

The availability of the credit facility is subject to compliance with certain covenants set forth in the agreement. The credit facility contains covenants which restrict our ability to engage in transactions with affiliates other than wholly-owned subsidiaries or to incur liens or certain types of indebtedness as defined in the agreement. In the event of a default under the credit facility, we would also be restricted from paying dividends on, or repurchasing, our common stock. Currently, our ability to borrow from the credit facility is not limited by any covenant of the agreement (See Note 6 to the Consolidated Financial Statements).

The majority of excess cash reserves are primarily placed in accounts located in the United States that invest in commercial paper and SEI-sponsored money market mutual funds denominated in the U.S. dollar. We also utilize demand deposit accounts or money market accounts at several well-established financial institutions located in the United States. Accounts used to manage these excess cash reserves do not impose any restrictions or limitations that would prevent us from being able to access such cash amounts immediately. As of January 30, 2026, the amount of cash and cash equivalents considered free and immediately accessible for other general corporate purposes was $146.9 million.

Cash and cash equivalents include cash of $70.8 million held in accounts of the LSV Global Equity Market Neutral Fund, LP consolidated into our financial statements and may only be used to settle obligations of the fund (See Note 18 to the Consolidated Financial Statements).

Cash and cash equivalents include accounts managed by our subsidiaries that are used in their operations or to cover specific business and regulatory requirements. The availability of this cash for other purposes beyond the operations of these subsidiaries may be limited. We therefore do not include accounts of our foreign subsidiaries in the calculation of free and immediately accessible cash for other general corporate purposes. A portion of the undistributed earnings of foreign subsidiaries are deemed repatriated. Any subsequent transfer of available cash related to the repatriated earnings of foreign subsidiaries could significantly increase free and immediately accessible cash.

Cash flows from operations decreased $14.7 million in 2025 compared to 2024 primarily from higher receivables from clients of the Investment Managers segment, a decrease in accrued liabilities, lower partnership distributions from our unconsolidated affiliate, LSV, and non-cash items. The decrease in cash flows from operations was partially offset by the increase in net income.

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Net cash used in investing activities includes:

•Purchases, sales and maturities of marketable securities. Our purchases, sales and maturities of marketable securities during 2025, 2024 and 2023 were as follows:

See Note 5 to the Consolidated Financial Statements for more information related to marketable securities.

•The capitalization of costs incurred in developing computer software. We capitalized $30.0 million, $24.3 million and $34.0 million of software development costs in 2025, 2024 and 2023, respectively. Our software development costs are related to significant enhancements for the expanded functionality of the SEI Wealth Platform and the development of a new platform for the Investment Managers segment (See Note 1 to the Consolidated Financial Statements).

•Capital expenditures. Capital expenditures in 2025, 2024 and 2023 primarily include capital outlays for purchased software and equipment for data center operations. We continue to evaluate improvements to our information technology infrastructure which, if implemented, will result in additional expenditures for purchased software and equipment for data center operations.

•Cash paid for acquisitions, net of cash acquired. In 2025, we made a net cash payment of $440.8 million for the acquisition of the U.S.-based Stratos business, which includes $118.6 million held in escrow for payment of additional interest in minority entities held by Stratos that were settled on January 2, 2026 (See Note 14 to the Consolidated Financial Statements).

•Proceeds from business divestiture. We received gross proceeds of $116.0 million at the closing of the sale of the Family Office Services business in June 2025.

Net cash used in financing activities includes:

•The repurchase of our common stock. The Board of Directors has authorized the repurchase of common stock through multiple authorizations. Currently, there is no expiration date for the common stock repurchase program. The following table lists information regarding repurchases of common stock during 2025, 2024 and 2023:

•Proceeds from the issuance of our common stock. We received $144.2 million, $126.0 million and $101.2 million in proceeds from the issuance of common stock during 2025, 2024 and 2023, respectively. The proceeds we receive from the issuance of common stock is directly attributable to the levels of stock option exercise activity.

•Dividend payments. Cash dividends paid during 2025, 2024 and 2023 were as follows:

The Board of Directors declared a semi-annual cash dividend of $0.52 per share on December 12, 2025. The dividend was paid on January 12, 2026 for a total of $63.6 million.

Cash Requirements

Cash requirements and liquidity needs are primarily funded through cash flow from operations and our capacity for additional borrowing. At December 31, 2025, unused sources of liquidity consisted of cash and cash equivalents and the amount available under our credit facility.

We are obligated to make payments in connection with the credit facility, operating leases, maintenance contracts and other commitments (See Notes 6, 10 and 17 to the Consolidated Financial Statements). We believe our operating cash

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flow, available borrowing capacity, and existing cash and cash equivalents will provide adequate funds for these obligations and ongoing operations. We currently anticipate that our available funds and cash flow from operations will be sufficient to meet our operational cash needs, expected M&A activity, and fund our stock repurchase program for at least the next 12 months and for the foreseeable future.

Critical Accounting Policies and Estimates

The accompanying consolidated financial statements and supplementary information were prepared in accordance with accounting principles generally accepted in the United States. Inherent in the application of many of these accounting policies is the need for management to make estimates which require extensive judgments in the determination of certain revenues, expenses, assets and liabilities. Materially different financial results can occur as circumstances change and additional information becomes known. We believe that the assumptions and estimates associated with computer software development costs, income taxes, stock-based compensation and the valuation of long-lived assets including goodwill and intangible assets acquired in an acquisition, when applicable, have the greatest potential to have a material impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. All of our significant accounting policies are discussed in Note 1 to the Consolidated Financial Statements.

Computer Software Development Costs:

We utilize internally developed computer software as part of our product offerings. In the development of a new software product, substantial consideration must be given by management to determine whether costs incurred are research and development costs, or internal software development costs eligible for capitalization. Management must consider a number of different factors during their evaluation of each computer software development project that includes estimates and assumptions. Costs considered to be research and development are expensed as incurred. After meeting specific requirements, internal software development costs are capitalized as incurred. The capitalization and ongoing assessment of recoverability of software development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility, and estimated economic life. Amortization of capitalized software development costs begins when the product is ready for its intended use. Capitalized software development costs are amortized on a project basis using the straight-line method over the estimated economic life of the product or enhancement.

We evaluate the carrying value of capitalized software when circumstances indicate the carrying value may not be recoverable. The review of capitalized software for impairment requires significant assumptions and estimates about operating strategies, underlying technologies utilized, and external market factors. External market factors include, but are not limited to, expected levels of competition, barriers to entry by potential competitors, stability in the target market and governmental regulations.

Income Taxes:

We use the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Management must make assumptions, judgments and estimates to determine our current provision for income taxes and also deferred tax assets and liabilities and any valuation allowance to be recorded against a deferred tax asset.

Assumptions, judgments and estimates relative to the current provision for income taxes take into account current tax laws, interpretations of current tax laws and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. We have established reserves for income taxes to address potential exposures involving tax positions that could be challenged by tax authorities. Although we believe the assumptions, judgments and estimates are reasonable, changes in tax laws or interpretations of tax laws and the resolution of any future tax audits could significantly impact the amounts provided for income taxes in the consolidated financial statements.

Assumptions, judgments and estimates relative to the value of a deferred tax asset take into account predictions of the amount and category of future taxable income, such as income from operations or capital gains income and from which subsidiary or jurisdiction such income is expected to be realized. Actual operating results and the underlying amount and category of income in future years could render the current assumptions, judgments and estimates of recoverable net deferred taxes inaccurate. Any of the assumptions, judgments and estimates mentioned above could cause actual income tax obligations to differ from the estimates, thus materially impacting our financial position and results of operations.

Stock-Based Compensation:

Stock-based compensation cost for awards under share-based compensation plans is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is the vesting period. We currently use the Black-Scholes option pricing model to determine the fair value of stock option awards. The

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determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as various other assumptions. These assumptions include expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rate and expected dividends. We account for forfeitures as they occur. The amount of stock-based compensation expense for stock options that is recognized in a given period is dependent upon management’s estimate of when the financial vesting targets are expected to be achieved. If this estimate proves to be inaccurate, the remaining amount of stock-based compensation expense for stock options could be accelerated, spread out over a longer period, or reversed. We currently base expectations for these assumptions from historical data and other applicable factors. These expectations are subject to change in future periods.

Valuation of Assets Acquired in an Acquisition Including Goodwill and Intangible Assets:

We allocate the fair value of the total purchase price paid for acquisitions to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of the purchase price consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill to reporting units based on the expected benefit from the business combination. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Allocation of the purchase price consideration to identifiable assets and liabilities affects our amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Goodwill is tested for impairment at the reporting unit level annually or more frequently if events or changes in circumstances would more likely than not reduce the fair value of a reporting unit below its carrying value. We have four reporting units subject to goodwill impairment testing. As of December 31, 2025, no impairment of goodwill has been identified.

Intangible assets acquired in an acquisition are reviewed for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount is reduced to fair value. We have not recorded any material impairment charges during the years presented.

The useful lives of our finite-lived intangible assets are determined by management when those assets are initially recognized and are routinely reviewed for the remaining estimated useful lives. The current estimate of useful lives represents management’s best estimate based on current facts and circumstances, but may differ from the actual useful lives due to changes in future circumstances such as changes to our business operations, changes in the planned use of assets, and technological advancements. When we change the estimated useful life assumption for any asset, the remaining carrying amount of the asset is accounted for prospectively and depreciated or amortized over the revised estimated useful life.

The assessment of critical accounting policies and estimates is not meant to be an all-inclusive discussion of the uncertainties to financial results that can occur from the application of the full range of our accounting policies. Materially different financial results could occur in the application of other accounting policies as well. Also, materially different results can occur upon the adoption of new accounting standards.