DELUXE CORP
For the period ended Dec 31, 2025. Filed Feb 13, 2026.
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FY2025 · Filed Feb 13, 2026
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Item 8. Consolidated Statements of Cash Flows
DELUXE CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOWS
| Year Ended December 31, | |||
|---|---|---|---|
| (in millions) | 2025 | 2024 | 2023 |
| Cash flows from operating activities: | |||
| Net income | $82.2 | $52.9 | $26.2 |
| Adjustments to reconcile net income to net cash provided by operating activities: | |||
| Amortization of intangibles | 116.2 | 143.3 | 146.3 |
| Depreciation | 21.7 | 22.2 | 23.4 |
| Amortization of prepaid product discounts | 32.5 | 35.2 | 33.4 |
| Deferred income taxes | 26.5 | (20.4) | (31.9) |
| Employee share-based compensation expense | 24.9 | 19.9 | 20.5 |
| Amortization of cloud computing arrangement implementation costs | 15.4 | 16.5 | 15.7 |
| Operating lease expense | 14.5 | 18.3 | 18.8 |
| Asset impairment charges | 5.7 | 7.7 | — |
| Gain on sale of businesses and long-lived assets | — | (31.2) | (32.4) |
| Other non-cash items, net | 22.1 | 38.8 | 35.7 |
| Changes in assets and liabilities: | |||
| Trade accounts receivable | (19.9) | 3.5 | 7.4 |
| Inventories and supplies | 2.7 | 2.5 | 6.3 |
| Other current and non-current assets | (20.5) | (35.2) | (1.8) |
| Accounts payable | (3.9) | 10.5 | 4.9 |
| Prepaid product discount payments | (29.2) | (29.8) | (28.5) |
| Other accrued and non-current liabilities | (20.3) | (60.4) | (45.6) |
| Net cash provided by operating activities | 270.6 | 194.3 | 198.4 |
| Cash flows from investing activities: | |||
| Purchases of capital assets | (95.3) | (94.3) | (100.7) |
| Residual commission buy-out | (36.0) | — | — |
| Payment for acquisition | (12.1) | — | — |
| Proceeds from company-owned life insurance policies | 5.8 | 1.5 | 5.9 |
| Proceeds from sale of businesses and long-lived assets | 2.0 | 23.3 | 53.6 |
| Proceeds from sale of settlement processing asset debt securities | — | — | 8.0 |
| Other | 3.9 | (0.3) | (10.1) |
| Net cash used by investing activities | (131.7) | (69.8) | (43.3) |
| Cash flows from financing activities: | |||
| Proceeds from issuing long-term debt and swingline loans | 441.3 | 1,807.6 | 583.5 |
| Payments on long-term debt and swingline loans | (518.8) | (1,889.9) | (638.7) |
| Payments for debt issuance costs | (0.6) | (15.2) | — |
| Cash dividends paid to shareholders | (55.2) | (54.2) | (53.3) |
| Net change in settlement processing obligations | 2.2 | (108.0) | 79.1 |
| Other | (5.7) | (7.5) | (8.3) |
| Net cash used by financing activities | (136.8) | (267.2) | (37.7) |
| Effect of exchange rate change on cash, cash equivalents, restricted cash, and restricted cash equivalents | 1.7 | (6.1) | 3.2 |
| Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents | 3.8 | (148.8) | 120.6 |
| Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of year | 309.2 | 458.0 | 337.4 |
| Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of year (Note 3) | $313.0 | $309.2 | $458.0 |
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: SIGNIFICANT ACCOUNTING POLICIES
Nature of operations–We empower businesses to build stronger customer relationships through a broad range of trusted, technology-enabled solutions designed to facilitate payments, drive growth, and improve operational efficiency. Our comprehensive portfolio includes merchant services, marketing and data analytics, treasury management solutions, and promotional products, as well as customized checks and business forms tailored to our clients’ needs. We serve a diverse customer base, including small and medium-sized businesses, financial institutions, and some of the world’s leading consumer brands. In addition, we offer checks and related accessories directly to individual consumers. Our products and services are delivered through four business segments, primarily catering to clients and customers across North America.
Consolidation – The consolidated financial statements include the accounts of Deluxe Corporation and its wholly-owned subsidiaries. All intercompany accounts, transactions, and profits have been eliminated. Additionally, we are the primary beneficiary of a variable interest entity, MedPayExchange LLC, operating as Medical Payment Exchange (MPX), which facilitates payments to healthcare providers from insurance companies and other payers. Our partner's stake in MPX is presented as a non-controlling interest in the equity section of the consolidated balance sheets, distinct from our equity. Both net income and comprehensive income are attributed to us and the non-controlling interest. The amounts attributable to the non-controlling interest were not material to our consolidated financial statements in any of the periods presented.
Comparability – The consolidated statements of cash flows for the years ended December 31, 2024 and 2023 have been modified to conform to the current year presentation. Within net cash provided by operating activities, payments for cloud computing arrangement implementation costs are included in other current and non-current assets. Previously, these payments were presented separately. Within net cash used by investing activities, proceeds from company-owned life insurance policies are presented separately. Previously, these amounts were included in other.
Use of estimates – The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). During their preparation, we are required to make certain estimates and assumptions that impact the amounts reported in the consolidated financial statements and accompanying notes. These estimates are based on historical experience and various other factors and assumptions that we consider reasonable under the circumstances. These factors and assumptions form the basis for our judgments regarding the carrying values of our assets, liabilities, revenues, and expenses, as well as the related disclosure of contingent assets and liabilities. Actual results may differ significantly from these estimates and assumptions.
Foreign currency translation – The financial statements of our foreign subsidiaries are measured in their respective functional currencies, primarily Canadian dollars, and are translated into U.S. dollars for consolidation. Assets and liabilities are translated using the exchange rates in effect at the balance sheet date, while revenues and expenses are translated at the average exchange rates during the year. The resulting translation gains and losses are recorded in accumulated other comprehensive loss within the shareholders' equity section of the consolidated balance sheets. Foreign currency transaction gains and losses are recognized in other income, net on the consolidated statements of income.
Cash and cash equivalents – We classify all cash on hand and other highly liquid investments with original maturities ofthree months or less as cash and cash equivalents. The carrying amounts of cash and cash equivalents reported in the consolidated balance sheets approximate their fair value. Occasionally, checks issued by us but not yet presented to the banks for payment may result in negative book cash balances. These book overdrafts are included in accounts payable on the consolidated balance sheets and were not material as of December 31, 2025 or December 31, 2024.
Settlement processing assets and obligations – In connection with our merchant services operations, we facilitate the processing of internet-based transactions and credit card payments on behalf of our clients. As part of these activities, we temporarily hold funds received from payment networks before remitting them to merchants, effectively acting as a custodian for these amounts. Similarly, within our treasury management cash receipt processing business, we receive daily cash inflows on behalf of clients and transfer the applicable amounts to them on the following business day. Certain customer agreements impose legal restrictions on the use of these funds, requiring us to segregate and maintain them exclusively for settlement purposes.
On our consolidated balance sheets, these funds are reported as settlement processing assets and consist of cash and a money market fund investment. The corresponding amounts payable to merchants and clients are presented as settlement processing obligations. Income earned from the investment of settlement processing assets is recognized as revenue on the consolidated statements of income. For each of the past three fiscal years, this investment income has been immaterial to our consolidated results.
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Trade accounts receivable – Trade accounts receivable are initially recorded at the invoiced amount when goods or services are sold to customers. This also includes amounts due for products shipped and services rendered, but not yet invoiced due to timing (i.e., unbilled receivables). Our trade accounts receivable do not bear interest. They are presented net of the allowance for credit losses, which is a valuation account deducted from the asset's amortized cost basis to reflect the net amount expected to be collected. Accounts are charged off against the allowance when we determine that their uncollectibility is confirmed. The timing for writing off uncollected accounts varies by customer type but generally does not exceedone year from the receivable's due date.
To calculate the allowance for credit losses, we use a combination of aging schedules with reserve rates applied to both current and aged receivables, as well as reserves based on historical loss rates and changes in current or projected conditions. Changes in the allowance for credit losses are recorded in selling, general and administrative (SG&A) expense on the consolidated statements of income. Additional details regarding our allowance for credit losses can be found in Note 3.
Inventories and supplies – Inventories are valued at the lower of cost or net realizable value. Cost is determined using moving average and standard costs, which approximate the first-in, first-out method of accounting. We regularly review our inventory levels and record provisions for excess and/or obsolete inventory based on historical usage and future demand forecasts. If there is a significant change in the timing or level of demand for our products compared to our estimates, additional reserves may be required. This would necessitate an adjustment to the reserve for excess or obsolete inventory, resulting in a charge to net income during the period of the change. Charges for inventory write-downs are included in cost of products on the consolidated statements of income. Once inventories are written down, they are carried at this lower cost basis until they are sold or scrapped.
Supplies consist of items not used directly in the production of goods, such as maintenance supplies and other materials utilized in the production area.
Business combinations–We periodically complete business combinations that align with our strategic objectives. The identifiable assets acquired and liabilities assumed in these transactions are recorded at their estimated fair values, and the results of operations of each acquired business are included in our consolidated statements of income from their respective acquisition dates. The purchase price for each acquisition is equivalent to the fair value of the consideration transferred, which includes any contingent consideration. Goodwill is recognized for the excess of the purchase price over the net fair value of the identifiable assets acquired and liabilities assumed.
In estimating the fair values of the assets acquired and liabilities assumed, we use our best estimates and assumptions. However, these fair value estimates are inherently uncertain and subject to refinement. Consequently, during the measurement period, which may extend up toone year from the acquisition date, we may record adjustments to the provisional amounts recognized for the assets acquired and liabilities assumed, with a corresponding offset to goodwill. Any adjustments identified after the measurement period are recorded in the consolidated statements of income. Transaction costs related to acquisitions are expensed as incurred and are included in SG&A expense on the consolidated statements of income.
Impairment of goodwill– We evaluate the carrying value of goodwill at least annually, as of July 31, or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable. Such circumstances could include, but are not limited to, (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, (3) an adverse change in market conditions indicative of a decline in the fair value of the assets, (4) a change in our business strategy, or (5) an adverse action or assessment by a regulator. Information regarding the results of our goodwill impairment analyses can be found in Note 7.
To assess goodwill for impairment, it is assigned to individual reporting units. Identification of reporting units involves analyzing the components of our operating segments, considering factors such as the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form a reporting unit if they have similar economic characteristics. We periodically reassess our reporting units to ensure they reflect the current structure and management of our business.
During our annual goodwill impairment analysis, we have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after this qualitative assessment, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative impairment test is unnecessary.
When a quantitative analysis is performed, we compare the carrying value of the reporting unit, including goodwill, to its estimated fair value. We utilize a discounted cash flow (DCF) model to calculate the estimated fair value of a reporting unit. This approach involves estimating future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
variable cost experience rates to the projected revenue to arrive at the future cash flows. A terminal value is then applied to the projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. The discount rate used is the market-value-weighted-average of our estimated cost of capital derived using both known and estimated customary market metrics.
The DCF approach requires us to estimate several factors, including the projection of future revenues, earnings before interest, taxes, depreciation, and amortization (EBITDA) margins, and terminal growth rates, as well as the selection of an appropriate discount rate reflecting our weighted-average cost of capital and the allocation of shared and corporate expenses. When completing a quantitative analysis for all of our reporting units, the summation of our reporting units' fair values is compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations. If the carrying amount of a reporting unit's net assets exceeds its estimated fair value, an impairment loss is recorded for the difference, not to exceed the carrying amount of goodwill.
Intangibles – Intangible assets are recorded at historical cost less accumulated amortization. Amortization expense is generally calculated on the straight-line basis, except for customer lists, which are typically amortized using accelerated methods that reflect the pattern in which we receive the economic benefit of the asset. Intangibles have been assigned useful lives ranging fromone to 15 years, with a weighted-average useful life of 6 years as of December 31, 2025. Each reporting period, we assess the remaining useful lives of our amortizable intangibles to determine if events or circumstances warrant a revision to the remaining amortization period. If the estimated remaining useful life of an asset is revised, the remaining carrying amount is amortized prospectively over the revised useful life. Gains or losses from the disposition of intangibles are included in SG&A expense on the consolidated statements of income, unless presented separately as a component of gain or loss on sale of businesses and long-lived assets. Fully amortized software assets are retired when, according to our assessments, they are no longer in use. This determination is based on our evaluation of the software's utility and relevance to our operations.
We capitalize costs of software developed or obtained for internal use, including website development costs, once the preliminary project stage has been completed, management commits to funding the project, and it is probable that the project will be completed and the software will be used to perform the function intended. Capitalized costs include (1) external direct costs of materials and services consumed in developing or obtaining internal-use software, (2) payroll and payroll-related costs for employees directly associated with and devoting time to the internal-use software project, and (3) interest costs incurred, when significant, during the development of internal-use software. Costs incurred in populating websites with information about the company or products are expensed as incurred. Capitalization of costs ceases when the project is substantially complete and ready for its intended use. The carrying value of internal-use software is reviewed in accordance with our policy on the impairment of long-lived assets and amortizable intangibles.
For software products developed for sale to customers, costs are expensed as incurred until technological feasibility is established. Once established, such costs are capitalized until the product is available for general release to customers.
We periodically enter into agreements with independent sales organization (ISOs) to acquire their rights to future commission payments. Under these arrangements, we pay the ISO a negotiated up-front amount in exchange for the ISO’s contractual right to receive future commissions related to transactions generated by merchants originally referred by the ISO. The consideration paid for these residual commission buyouts is recorded as an intangible asset and is amortized on the straight-line basis over the estimated useful life of the underlying merchant portfolio.
Property, plant and equipment – Property, plant and equipment, including leasehold and other improvements that extend an asset's useful life or productive capabilities, are presented at historical cost less accumulated depreciation. Buildings are assigned useful lives of 40 years, while machinery and equipment generally have useful lives ranging fromone to 12 years, with a weighted-average useful life ofseven years as of December 31, 2025. Buildings are depreciated using the 150% declining balance method, and machinery and equipment are depreciated using the sum-of-the-years' digits method. Leasehold and building improvements are depreciated on the straight-line basis over the shorter of the estimated useful life of the property or the lease term. Amortization of assets recorded under finance leases is included in depreciation expense. Maintenance and repairs are expensed as incurred.
Fully depreciated assets are retained in property, plant and equipment until they are disposed. Gains or losses from the disposition of property, plant and equipment are included in SG&A expense on the consolidated statements of income, unless they are presented separately as a component of gain or loss on sale of businesses and long-lived assets.
Impairment of long-lived assets and amortizable intangibles – We assess the recoverability of property, plant, equipment, and amortizable intangibles not held for sale whenever events or changes in circumstances suggest that the carrying amount of an asset group may not be recoverable. Such circumstances could include, but are not limited to, (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used or in its physical condition, or (3) an accumulation of costs significantly exceeding the amount originally expected for the acquisition or construction of an asset.
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
To evaluate recoverability, we compare the carrying amount of the asset group to the estimated undiscounted future cash flows associated with it. If the sum of the expected future net cash flows is less than the carrying value of the asset group, an impairment loss is recognized. The impairment loss is measured as the amount by which the carrying value of the asset group exceeds its estimated fair value. Since quoted market prices are not available for most of our assets, the fair value estimate is based on various valuation techniques, including the discounted value of estimated future cash flows.
For property, plant, equipment, and intangibles held for sale, we evaluate recoverability by comparing the disposal group's carrying amount with its estimated fair value minus costs to sell. If the estimated fair value minus costs to sell is less than the carrying value of the disposal group, an impairment loss is recognized. The impairment loss is calculated as the amount by which the carrying value of the disposal group exceeds its estimated fair value minus costs to sell.
The evaluation of asset impairment requires us to make assumptions about future cash flows over the life of the asset group being evaluated. These assumptions involve significant judgment, and actual results may differ from the assumed and estimated amounts.
Long-term investments – Our long-term investments primarily consist of the cash surrender values of company-owned life insurance policies, a portion of which are designated to fund obligations under our inactive supplemental executive retirement plan (Note 11). In December 2025, we surrendered a portion of these life insurance policies and reclassified $22.8 million from long-term investments to other current assets as of December 31, 2025. The related cash proceeds were received in early 2026.
Leases– We determine whether an arrangement contains a lease at its inception by evaluating whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. This assessment includes determining whether the contract explicitly or implicitly specifies the asset, whether we obtain substantially all of the economic benefits from the use of the asset, and whether we have the right to direct the use of the asset throughout the term of the contract.
Lease expense is recognized on the straight-line basis over the lease term and is included in total cost of revenue and SG&A expense on the consolidated statements of income. Interest on finance leases is recorded in interest expense on the consolidated statements of income.
Operating leases are reported as operating lease assets, accrued liabilities, and operating lease liabilities on the consolidated balance sheets. Finance leases are reported as property, plant and equipment, accrued liabilities, and other non-current liabilities on the consolidated balance sheets. Lease assets represent our right to use an underlying asset for the lease term, while lease liabilities represent our obligation to make lease payments arising from the lease. Both lease assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term.
We do not recognize lease assets or liabilities for short-term leases with original terms ofone year or less. We separate nonlease components, such as common area maintenance charges and utilities, from the associated lease component for real estate leases, based on their estimated fair values. Since our lease agreements typically do not provide an implicit rate, we use our incremental borrowing rate, based on information available at the lease commencement date, to determine the present value of lease payments. Certain lease agreements include options to extend or terminate thelease, and the lease term considers these options when it is reasonably certain that we will exercise them.
Assets held for sale –Assets held for sale are recorded at the lower of their carrying value or estimated fair value minus the costs to sell. For assets to be classified as held for sale on our consolidated balance sheets, the following conditions must be met: (1) management has the authority and has committed to a plan to sell the assets; (2) the assets are available for immediate sale in their current condition; (3) an active program to locate a buyer has been initiated; (4) the sale of the assets is probable within one year; (5) the assets are being actively marketed at a reasonable price relative to their current fair value; and (6) it is unlikely that the plan to sell will be withdrawn or significantly altered. As of December 31, 2025, assets held for sale consisted of customer list intangible assets with a carrying value of $18.4 million, which were included in other non-current assets on the consolidated balance sheet. Further information can be found in Note 6. No disposal groups were classified as held for sale as of December 31, 2024.
Prepaid product discounts – Some of our contracts with financial institutions, primarily within our Print segment, require prepaid product discounts. These discounts may be provided as upfront cash payments or accruals for amounts owed to clients. These prepaid product discounts are recorded in other non-current assets on the consolidated balance sheets and are typically amortized as reductions of revenue on the straight-line basis over the contract term. Currently, these amounts are being amortized over periods of up to 10 years, with a weighted-average amortization period of 5 years as of December 31, 2025. When events or changes occur that affect the related contract, such as significant declines in anticipated profitability, we assess the carrying value of the prepaid product discounts to determine if they are impaired. If a financial institution terminates a contract before the agreement's termination date, or if the volume of orders through a financial institution falls below contractually specified minimums, we typically have a contractual right to a refund of the remaining unamortized prepaid product discount.
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Cloud computing arrangements–Implementation costs incurred in a hosting arrangement that qualifies as a service contract are recorded as other non-current assets on the consolidated balance sheets. These implementation costs encompass activities such as integrating, configuring, and customizing the related software. When evaluating whether our cloud computing arrangements include a software license, we consider if we have the contractual right to take possession of the software at any point during the hosting period without incurring significant penalties, and whether it is feasible for us to either run the software on our own hardware or contract with an unrelated third party to host the software.
If we determine that a cloud computing arrangement includes a software license, we account for the software license element in a manner consistent with the acquisition of other software licenses. Conversely, if we determine that a cloud computing arrangement does not include a software license, we account for the implementation costs as non-current assets. In both scenarios, the remaining elements of the arrangement are treated as a service contract. The capitalized cloud computing implementation costs are amortized on the straight-line basis over the fixed, non-cancellable term of the associated hosting arrangement, including any reasonably certain renewal periods. Currently, these amounts are being amortized over periods ranging fromtwo toseven years, with a weighted-average amortization period ofseven years as of December 31, 2025. We apply the same impairment model to these assets as we use for evaluating impairment of internally-developed software.
Loans and notes receivable from distributors– At times, we have provided loans to certain distributors within our Print segment to facilitate their acquisition of other small business distributors. Additionally, we have sold our own small business customer lists in exchange for notes receivable. These loans and notes receivable are recorded in other current assets and other non-current assets on the consolidated balance sheets. The interest rate on these receivables typically ranges from 4% to 7%, reflecting market interest rates at the time of the transactions. Interest is accrued as it is earned. As of December 31, 2025 and December 31, 2024, accrued interest included in loans and notes receivable was not material.
To determine the allowance for credit losses related to these loans and notes receivable, we employ a loss-rate analysis that considers historical loss data, current delinquency rates, the credit quality of the loan recipients, and the portfolio mix. This analysis is adjusted to account for current loan-specific risk characteristics and changes in the business environment that may impact our small business distributors. Factors influencing these conditions include general economic trends, market changes for their products and services, and changes in governmental regulations. For periods beyond the reasonable and supportable forecast period, we use a reversion methodology, as many of our loans and notes receivable have longer terms. Allowances for impaired loans are typically based on collateral values or the present value of estimated cash flows. The allowance for credit losses was not material during the periods presented.
To mitigate the risk of non-collection, we generally withhold commissions payable to the distributors to cover the monthly payments due on the receivables. Our notes receivable also typically grant us the right to acquire a distributor's customer list in the event of default. As of December 31, 2025 and December 31, 2024, past due amounts and receivables placed on non-accrual status were not material. Decisions to place receivables on non-accrual status or to resume interest accruals are made on a case-by-case basis, considering the specifics of each situation.
Income taxes– We estimate our income tax provision based on the various jurisdictions where we operate. This involves estimating our current tax liability and recording deferred income taxes arising from temporary differences between the financial reporting basis of assets and liabilities and their respective tax reporting bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years when those temporary differences are anticipated to reverse. Net deferred tax assets are recognized to the extent that it is more likely than not that these benefits will be realized. If we believe that realization is not likely, we establish a valuation allowance against the net deferred tax assets.
We are subject to tax audits in numerous domestic and international tax jurisdictions. These audits can be complex and may take several years to complete. In the normal course of business, we face challenges from the Internal Revenue Service (IRS) and other tax authorities regarding the amount of taxes due. These challenges can affect the timing or amount of taxable income or deductions, or the allocation of income among different tax jurisdictions. We recognize the benefits of tax return positions in the financial statements when it is more likely than not that these positions will be sustained by the taxing authorities based solely on their technical merits. If this recognition threshold is met, the tax benefit is measured and recognized as the largest amount of tax benefit that, in our judgment, is more than 50% likely to be realized. Accrued interest and penalties related to unrecognized tax positions is included in our provision for income taxes on the consolidated statements of income.
Litigation– We are involved in legal actions and claims that arise in the ordinary course of business. We establish accruals for legal matters when the expected outcome is either known or considered probable and can be reasonably estimated. These accruals do not include related legal and other costs anticipated to be incurred in the defense of these legal actions, as such costs are expensed as they are incurred. Additional information regarding litigation can be found in Note 14.
Derivative financial instruments – We do not use derivative financial instruments for speculative or trading purposes. Our policy mandates that all derivative transactions must be linked to an existing balance sheet item or firm commitment, and the notional amount must not exceed the value of the exposure being hedged.
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
All derivative financial instruments are recognized in the consolidated financial statements at fair value, regardless of the purpose or intent for holding the instrument. Changes in the fair value of derivative financial instruments are recognized periodically either in income or in shareholders' equity as a component of accumulated other comprehensive loss. This depends on whether the derivative financial instrument qualifies for hedge accounting, and if so, whether it qualifies as a fair value hedge or a cash flow hedge, and whether the hedge is effective. Generally, changes in the fair value of derivatives accounted for as fair value hedges are recorded in income along with the portion of the change in the fair value of the hedged items that relate to the hedged risk. Changes in the fair value of derivatives accounted for as cash flow hedges, to the extent they are effective, are recorded in accumulated other comprehensive loss, net of tax. We classify the cash flows from derivative instruments designated as fair value or cash flow hedges in the same category as the cash flows from the items being hedged. Changes in the fair value of derivatives that do not qualify as hedges, as well as the ineffective portion of hedges, are included in net income.
During the years ended December 31, 2024 and 2023, we utilized interest rate swap agreements to manage exposure to fluctuations in interest rates associated with our variable-rate debt. These swaps were designated as cash flow hedges. In December 2024, in conjunction with the refinancing of our debt, we terminated these agreements. As a result, no derivative instruments were outstanding as of December 31, 2025 or December 31, 2024. The termination of these agreements resulted in an immaterial loss, and the impact of the interest rate swaps on net income and the consolidated statements of cash flows was not material for the years ended December 31, 2024 and 2023.
Revenue recognition –We recognize product revenue when control of tangible goods is transferred to our customers, typically upon shipment. We recognize service revenue primarily when services are performed. The amount of revenue recognized reflects the consideration we expect to receive, net of rebates, discounts, amortization of prepaid product discounts, and taxes collected on behalf of governmental authorities.
Product revenue is primarily generated by our Print segment. Shipping and handling activities performed after the customer obtains control of the product are accounted for as fulfillment activities, not as separate performance obligations. Amounts billed to customers for shipping and handling are included in revenue, while related costs are recorded in cost of products.
Service revenue is primarily generated by our Merchant Services, B2B Payments, and Data Solutions segments. Revenue within Merchant Services and B2B Payments is generally recognized over time as services are provided, based on transaction volumes, or ratably over the service period for treasury management maintenance and support services. Revenue within Data Solutions is generally recognized at the point in time when data-driven marketing services are complete. Certain contracts include variable consideration contingent on campaign performance. We estimate variable consideration using the most likely amount expected to be realized at the time the campaign mailing or other activities are completed, provided it is probable that a significant reversal will not occur. Estimates are updated quarterly, and final amounts are typically determined within three tofour months. Contract assets, reported as revenue in excess of billings on the consolidated balance sheets, are recognized when revenue is recognized but not yet billed, and the right to payment is conditional. Unbilled receivables are recognized when the right to payment is unconditional.
For arrangements involving third parties, we assess whether we act as principal or agent. When we control the specified good or service before transfer to the customer, we recognize revenue on a gross basis. When another party controls the good or service, we recognize revenue on a net basis, limited to any fee or commission earned. For example, Merchant Services revenue is presented net of interchange fees retained by card-issuing financial institutions and payment network fees.
Payment terms vary by customer and offering, but the period between invoicing and payment is generally not significant. In some cases, customers pay in advance, primarily for treasury management solutions. Such payments are deferred and recognized as revenue as services are performed, typically withinone year. Deferred revenue is included in accrued liabilities and other non-current liabilities on the consolidated balance sheets. We do not expect the amount of revenue from other unsatisfied performance obligations as of December 31, 2025 to be material to our annual consolidated revenue.
Sales commissions and other contract acquisition costs related to check supply, treasury management solutions, and merchant services contracts are capitalized as other non-current assets and amortized as SG&A expense on the straight-line basis over the expected period of benefit, generally ranging fromtwo tofive years. Contract acquisition costs with an amortization period ofone year or less are expensed as incurred.
Restructuring and integration expense – Restructuring and integration expenses arise from significant changes in how certain business functions are conducted, including initiatives aimed at driving earnings and cash flow growth, as well as the consolidation and migration of applications and processes. These expenses also arise from our various cost management actions, such as facility closings and the relocation of business activities. The costs associated with these efforts include consulting fees, project management services, internal labor, and expenses related to facility closures and consolidations, all of which are expensed as incurred.
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Additionally, we accrue costs for employee termination benefits payable under our severance benefit plan when it is probable that a liability has been incurred and the amount can be reasonably estimated. Estimating these accruals requires making assumptions, as some employees may choose to voluntarily leave the company before their termination date or secure another position within the company, in which case they do not receive termination benefits. If our assumptions and estimates differ from actual costs, subsequent adjustments to restructuring and integration accruals may be necessary. These accruals are included in accrued liabilities on the consolidated balance sheets.
Advertising costs– We expense non-direct response advertising costs as they are incurred. Advertising costs that qualify for deferral were not material to our consolidated financial statements for any of the periods presented. Total advertising expense was $30.2 million in 2025, $35.9 million in 2024, and $32.7 million in 2023.
Employee share-based compensation – Employee share-based compensation includes non-qualified stock options, restricted stock units, performance share unit awards, and an employee stock purchase plan. The expense for share-based compensation is included in total cost of revenue and SG&A expense on the consolidated statements of income, based on the functional areas of the employees receiving the awards. Expense is recognized as follows:
Stock options– The fair value of stock options is measured on the grant date using the Black-Scholes option pricing model. The related compensation expense is recognized on the straight-line basis, net of estimated forfeitures, over the options' vesting periods.
Restricted stock units (RSUs)– The fair value of most of our RSUs is measured on the grant date based on the market value of our common stock. The related compensation expense, net of estimated forfeitures, is recognized over the applicable service period. Certain RSU awards may be settled in cash if an employee voluntarily leaves the company. These awards are included in accrued liabilities on the consolidated balance sheets and are remeasured at fair value as of each balance sheet date.
Employee stock purchase plan (ESPP)– Compensation expense resulting from the 15% discount provided under our ESPP is recognized over each three-month purchase period.
Performance share unit (PSU) awards– These awards specify certain performance and market-based conditions that must be met for the awards to vest. For the portion of the awards based on a performance condition, the performance target is not considered in determining the fair value of the awards. Thus, fair value is measured on the grant date based on the market value of our common stock. The related compensation expense for this type of award is recognized, net of estimated forfeitures, over the related service period. The amount of compensation expense depends on our periodic assessment of the probability of achieving the targets and our estimate, which may vary over time, of the number of shares that will ultimately be issued. For the portion of the awards based on a market condition, fair value is calculated on the grant date using the Monte Carlo simulation model. All compensation costs for these awards are recognized, net of estimated forfeitures, over the related service period, even if the market condition is never satisfied.
Postretirement benefit plan–We have historically offered certain health care benefits to a large number of our eligible retired U.S. employees hired prior to January 1, 2002. The calculation of our postretirement benefit income and obligation involves various actuarial assumptions and methodologies. These assumptions include, but are not limited to, the discount rate, the expected long-term rate of return on plan assets, estimated medical claims, expected health care cost trend rates, and the average remaining life expectancy of plan participants.
Each year, we analyze these assumptions during the actuarial valuation of the plan. When actual events differ from our assumptions or when we change the assumptions used, an actuarial gain or loss occurs. This gain or loss is immediately recognized on the consolidated balance sheets within accumulated other comprehensive loss and is amortized into postretirement benefit income over the average remaining life expectancy of inactive plan participants, given that a significant portion of the plan participants are classified as inactive.
Valuing our postretirement plan requires judgment about inherently uncertain circumstances, including projected equity market performance, the number of plan participants, catastrophic health care events for our plan participants, and significant changes in medical costs. Actual results may differ from the assumed and estimated amounts, leading to adjustments in future periods.
Earnings per share – We calculate earnings per share (EPS) using the two-class method, as we previously had unvested share-based payment awards that contained nonforfeitable rights to dividends or dividend equivalent payments. All such awards vested during 2025. The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating security based on dividends declared and participation rights in undistributed earnings.
Basic EPS is calculated by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the year. Diluted EPS is calculated by adjusting the weighted-average number of common
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
shares outstanding to include the effect of potential common shares, such as stock options and other awards that are dilutive. This adjustment is calculated using the treasury stock method, which assumes that the proceeds from the exercise of stock options and other dilutive instruments are used to repurchase common shares at the average market price during the period.
Comprehensive income– Comprehensive income encompasses all changes in equity during the period, except those resulting from transactions with shareholders. Our total comprehensive income includes net income, changes in the funded status and amortization of amounts related to our postretirement benefit plans, unrealized gains and losses on cash flow hedges, unrealized gains and losses on available-for-sale debt securities, and foreign currency translation adjustments. The items of other comprehensive income are included in accumulated other comprehensive loss on the consolidated balance sheets and statements of shareholders' equity, net of their related tax impacts. We release stranded income tax effects from accumulated other comprehensive loss when the circumstances upon which they are premised cease to exist.
NOTE 2: NEW ACCOUNTING PRONOUNCEMENTS
Recently Adopted Accounting Guidance
Accounting Standards Update (ASU) 2023-09 – In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, Improvements to Income Tax Disclosures. This standard modifies the required income tax disclosures to include specific categories in the income tax rate reconciliation and requires the disclosure of income tax payments by jurisdiction, among other changes. This standard was adopted on a retrospective basis in these consolidated financial statements, with the amended disclosures presented in Note 9.
Accounting Guidance Not Yet Adopted
ASU 2024-03 – In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. This standard does not change the expense captions presented on the face of the income statement. Instead, it requires the disaggregation of certain expense captions into specified categories within the footnotes to the consolidated financial statements. This standard is effective for our annual consolidated financial statements for the year ending December 31, 2027. Both prospective and retrospective application of the standard is permitted upon adoption. We are currently evaluating the potential effects of adopting this new guidance on the disclosures within our consolidated financial statements.
ASU 2025-05 – In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. This standard introduces a practical expedient that companies can choose to apply when determining allowances for credit losses. Specifically, it permits companies to assume that the current conditions as of the balance sheet date remain unchanged throughout the remaining life of the assets. The guidance is effective for us on January 1, 2026, and we will apply it prospectively. We do not expect that adoption of this standard will have a material impact on our consolidated financial statements.
ASU 2025-06 – In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. This standard revises the existing guidance that refers to the various stages of a software development project to align better with current software development methods, such as agile programming. Under the new standard, companies will begin capitalizing eligible costs when (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended. The guidance is effective for us on January 1, 2028 and allows companies to choose from three transition methods. We are currently assessing how adoption of this standard will affect our consolidated financial statements.
ASU 2025-11 – In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements. This standard is intended to enhance the existing interim reporting guidance by improving the organization and accessibility of required interim disclosure requirements, clarifying when that guidance is applicable, and introducing a new principle requiring disclosure of events occurring after the end of the most recent annual reporting period that have a material impact on the company. The guidance is effective for us beginning with our quarterly report for the period ending March 31, 2028. The standard may be applied prospectively to interim financial statements issued for periods subsequent to the effective date, or retrospectively to any or all prior periods presented. We are currently evaluating the potential effects of adopting this new guidance on the disclosures within our interim consolidated financial statements.
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3: SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION
Trade accounts receivable –Net trade accounts receivable was comprised of the following at December 31:
| (in millions) | 2025 | 2024 |
|---|---|---|
| Trade accounts receivable – gross(1) | $196.3 | $183.2 |
| Allowance for credit losses | (8.7) | (9.1) |
| Trade accounts receivable – net | $187.6 | $174.1 |
(1) Includes unbilled receivables of $53.5 million as of December 31, 2025 and $47.3 million as of December 31, 2024.
Changes in the allowance for credit losses during the years ended December 31 were as follows:
| (in millions) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Balance, beginning of year | $9.1 | $6.5 | $4.2 |
| Bad debt expense | 6.5 | 12.9 | 7.0 |
| Write-offs and other | (6.9) | (10.3) | (4.7) |
| Balance, end of year | $8.7 | $9.1 | $6.5 |
Inventories and supplies –Inventories and supplies were comprised of the following at December 31:
| (in millions) | 2025 | 2024 |
|---|---|---|
| Finished and semi-finished goods | $27.0 | $31.1 |
| Raw materials and supplies | 17.7 | 16.8 |
| Reserve for excess and obsolete items | (11.2) | (11.5) |
| Inventories and supplies, net of reserve | $33.5 | $36.4 |
Changes in the reserve for excess and obsolete items during the years ended December 31 were as follows:
| (in millions) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Balance, beginning of year | $11.5 | $9.4 | $6.4 |
| Amounts charged to expense | 0.1 | 3.1 | 4.1 |
| Write-offs and sales | (0.4) | (1.0) | (1.1) |
| Balance, end of year | $11.2 | $11.5 | $9.4 |
Revenue in excess of billings –Revenue in excess of billings was comprised of the following at December 31:
| (in millions) | 2025 | 2024 |
|---|---|---|
| Conditional right to receive consideration | $19.0 | $16.9 |
| Unconditional right to receive consideration(1) | 11.8 | 9.8 |
| Revenue in excess of billings | $30.8 | $26.7 |
(1)Represents revenues that are earned but not currently billable under the related contract terms.
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Goodwill –Changes in goodwill by reportable business segment and in total were as follows:
| (in millions) | Merchant Services | B2B Payments | Data Solutions(1) | Print(1) | All Other | Total |
|---|---|---|---|---|---|---|
| Balance, December 31, 2023 | $727.7 | $160.4 | $40.8 | $493.9 | $7.7 | $1,430.5 |
| Asset impairment charges (Note 6) | — | — | — | — | (7.7) | (7.7) |
| Currency translation adjustment | — | — | — | (0.1) | — | (0.1) |
| Balance, December 31, 2024 | $727.7 | $160.4 | $40.8 | $493.8 | $— | $1,422.7 |
| Currency translation adjustment | — | — | — | 0.1 | — | 0.1 |
| Balance, December 31, 2025 | $727.7 | $160.4 | $40.8 | $493.9 | $— | $1,422.8 |
(1)The Data Solutions and Print balances are net of accumulated impairment charges of $145.6 million and $193.7 million, respectively, for each period.
Intangibles –Amortizable intangibles were comprised of the following at December 31:
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| (in millions) | Gross carrying amount | Accumulated amortization | Net carrying amount | Gross carrying amount | Accumulated amortization | Net carrying amount |
| Internal-use software | $543.2 | $(373.4) | $169.8 | $488.9 | $(339.7) | $149.2 |
| Customer lists/relationships | 223.1 | (174.4) | 48.7 | 311.6 | (223.3) | 88.3 |
| Partner relationships | 76.3 | (24.1) | 52.2 | 76.2 | (19.6) | 56.6 |
| Technology-based intangibles | 65.0 | (37.2) | 27.8 | 65.0 | (29.1) | 35.9 |
| Residual commission buy-out | 36.0 | — | 36.0 | — | — | — |
| Other | 20.5 | (6.6) | 13.9 | 6.2 | (5.1) | 1.1 |
| Intangibles | $964.1 | $(615.7) | $348.4 | $947.9 | $(616.8) | $331.1 |
In the normal course of business, we acquire and develop internal-use software. We also, at times, purchase small business distributor customer lists, and during the fourth quarter of 2025, we executed a residual commission buy-out agreement within our Merchant Services segment. During 2025, we also acquired certain assets of JPMorgan Chase Bank's CheckMatch electronic check conveyance service business (Note 6).
Intangibles acquired or capitalized were as follows for the years ended December 31:
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| (in millions) | Amount | Weighted-average amortization period(in years) | Amount | Weighted-average amortization period(in years) | Amount | Weighted-average amortization period(in years) |
| Internal-use software | $89.1 | 3 | $79.4 | 3 | $81.3 | 4 |
| Residual commission buy-out | 36.0 | 5 | — | — | — | — |
| Customer lists/relationships | 10.3 | 7 | 1.1 | 6 | — | — |
| Partner relationships | 1.3 | 4 | 2.2 | 3 | 1.4 | 2 |
| Other | 14.3 | 10 | — | — | — | — |
| Acquired intangibles | $151.0 | 5 | $82.7 | 3 | $82.7 | 4 |
During the second quarter of 2024, we modified the useful life of a trade name intangible asset that we retired in the fourth quarter of 2024. This change resulted in incremental amortization expense of $13.5 million during the year ended December 31, 2024.
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Based on the intangibles in service as of December 31, 2025, estimated amortization expense for each of the next five years ending December 31 is as follows:
| (in millions) | Estimatedamortizationexpense |
|---|---|
| 2026 | $97.3 |
| 2027 | 71.5 |
| 2028 | 47.2 |
| 2029 | 28.9 |
| 2030 | 21.4 |
Property, plant and equipment –Property, plant and equipment was comprised of the following at December 31:
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| (in millions) | Gross carrying amount | Accumulated depreciation | Net carrying amount | Gross carrying amount | Accumulated depreciation | Net carrying amount |
| Machinery and equipment | $337.9 | $(291.4) | $46.5 | $329.5 | $(276.7) | $52.8 |
| Buildings and improvements | 126.3 | (81.2) | 45.1 | 124.1 | (74.7) | 49.4 |
| Land and improvements | 12.8 | (3.4) | 9.4 | 12.8 | (3.4) | 9.4 |
| Property, plant and equipment | $477.0 | $(376.0) | $101.0 | $466.4 | $(354.8) | $111.6 |
Other non-current assets –Other non-current assets were comprised of the following at December 31:
| (in millions) | 2025 | 2024 |
|---|---|---|
| Postretirement benefit plan asset (Note 11) | $129.5 | $107.5 |
| Prepaid product discounts(1) | 29.8 | 32.8 |
| Cloud computing arrangement implementation costs | 29.2 | 42.5 |
| Deferred contract acquisition costs(2) | 17.1 | 18.8 |
| Loans and notes receivable from distributors, net of allowance for credit losses(3) | 9.0 | 10.8 |
| Other | 39.8 | 24.2 |
| Other non-current assets | $254.4 | $236.6 |
(1) Amortization of prepaid product discounts was $32.5 million for 2025, $35.2 million for 2024, and $33.4 million for 2023.
(2) Amortization of deferred contract acquisition costs was $11.7 million for 2025, $12.4 million for 2024, and $11.1 million for 2023.
(3) Amount includes the non-current portion of loans and notes receivable. The current portion of these receivables is included in other current assets on the consolidated balance sheets and was $1.7 million as of December 31, 2025 and $1.8 million as of December 31, 2024. The allowance for credit losses was not material in either period.
The amount of notes receivable originated within the last five years was not material as of December 31, 2025, and there wereno write-offs or recoveries recorded during 2025. We categorize loans and notes receivable into risk categories based on information about the ability of the borrowers to service their debt, including current financial information, historical payment experience, current economic trends, and other factors. The highest quality receivables are assigned a 1-2 internal grade. Those that have a potential weakness requiring management's attention are assigned a 3-4 internal grade. As of December 31, 2025, none of our notes receivable were assigned a 3-4 internal grade.
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accrued liabilities –Accrued liabilities were comprised of the following at December 31:
| (in millions) | 2025 | 2024 |
|---|---|---|
| Employee cash bonuses, including sales incentives | $47.4 | $33.4 |
| Deferred revenue(1) | 36.2 | 31.6 |
| Interest | 14.4 | 9.5 |
| Customer rebates | 13.9 | 10.1 |
| Consideration payable for asset purchases | 13.1 | 0.6 |
| Operating lease liabilities (Note 13) | 11.4 | 12.4 |
| Wages and payroll liabilities, including vacation | 4.9 | 10.3 |
| Restructuring and integration (Note 8) | 4.3 | 3.8 |
| Prepaid product discounts | 2.8 | 2.6 |
| Other | 42.2 | 35.3 |
| Accrued liabilities | $190.6 | $149.6 |
(1) Revenue recognized for amounts included in deferred revenue at the beginning of the period was $30.6 million for 2025, $37.0 million for 2024, and $43.6 million for 2023.
Supplemental cash flow information –Supplemental cash flow information was as follows for the years ended December 31:
| (in millions) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents to the consolidated statements of cash flows: | |||
| Cash and cash equivalents | $36.9 | $34.4 | $72.0 |
| Restricted cash and restricted cash equivalents included in settlement processing assets | 273.6 | 271.9 | 383.1 |
| Non-current restricted cash included in other non-current assets | 2.5 | 2.9 | 2.9 |
| Total cash, cash equivalents, restricted cash, and restricted cash equivalents | $313.0 | $309.2 | $458.0 |
| Interest paid | $111.6 | $117.8 | $115.6 |
| Non-cash investing activities: | |||
| Accrued purchases of capital assets | $11.9 | $6.4 | $11.9 |
| Non-cash financing activities: | |||
| Vesting of restricted stock unit awards | $13.1 | $11.4 | $8.5 |
| Amounts due for acquired assets(1) | 12.5 | 0.4 | — |
(1)The 2025 amount relates to the acquisition of certain assets of JPMorgan Chase Bank's CheckMatch business (Note 6).
Information regarding operating and finance leases executed in each period can be found in Note 13.
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4: SHAREHOLDERS' EQUITY
Accumulated other comprehensive loss –Changes in the components of accumulated other comprehensive loss were as follows:
| (in millions) | Postretirement benefit plans | Net unrealized loss on debt securities | Net unrealized gain on cash flow hedges | Foreign currency translation adjustment | Accumulated other comprehensive loss |
|---|---|---|---|---|---|
| Balance, December 31, 2022 | $(26.9) | $(0.9) | $2.6 | $(12.1) | $(37.3) |
| Other comprehensive income (loss) before reclassifications | 6.3 | (0.2) | (0.5) | 1.3 | 6.9 |
| Amounts reclassified from accumulated other comprehensive loss | 0.8 | 1.1 | (2.4) | 0.9 | 0.4 |
| Net other comprehensive income (loss) | 7.1 | 0.9 | (2.9) | 2.2 | 7.3 |
| Balance, December 31, 2023 | (19.8) | — | (0.3) | (9.9) | (30.0) |
| Other comprehensive income (loss) before reclassifications | 3.1 | — | 2.3 | (3.4) | 2.0 |
| Amounts reclassified from accumulated other comprehensive loss | 0.1 | — | (2.0) | — | (1.9) |
| Net other comprehensive income (loss) | 3.2 | — | 0.3 | (3.4) | 0.1 |
| Balance, December 31, 2024 | (16.6) | — | — | (13.3) | (29.9) |
| Other comprehensive income before reclassifications | 10.5 | — | — | 1.2 | 11.7 |
| Amounts reclassified from accumulated other comprehensive loss | (0.3) | — | — | — | (0.3) |
| Net other comprehensive income | 10.2 | — | — | 1.2 | 11.4 |
| Balance, December 31, 2025 | $(6.4) | $— | $— | $(12.1) | $(18.5) |
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Reclassification adjustments –Information regarding amounts reclassified from accumulated other comprehensive loss to net income was as follows:
| Accumulated other comprehensive loss components · Amounts reclassified from accumulated other comprehensive loss · Affected line item in consolidated statements of income | ||||
|---|---|---|---|---|
| (in millions) · 2025 · 2024 · 2023 | ||||
| Amortization of postretirement benefit plan items: | ||||
| Prior service credit | $1.4 | $1.4 | $1.4 | Other income, net |
| Net actuarial loss | (0.8) | (1.3) | (2.3) | Other income, net |
| Total amortization | 0.6 | 0.1 | (0.9) | Other income, net |
| Tax (expense) benefit | (0.3) | (0.2) | 0.1 | Income tax provision |
| Amortization of postretirement benefit plan items, net of tax | 0.3 | (0.1) | (0.8) | Net income |
| Cash flow hedges: | ||||
| Realized gain on cash flow hedges | — | 2.7 | 3.3 | Interest expense |
| Tax expense | — | (0.7) | (0.9) | Income tax provision |
| Realized gain on cash flow hedges, net of tax | — | 2.0 | 2.4 | Net income |
| Debt securities: | ||||
| Realized loss on debt securities | — | — | (1.5) | Other income, net |
| Tax benefit | — | — | 0.4 | Income tax provision |
| Realized loss on debt securities, net of tax | — | — | (1.1) | Net income |
| Foreign currency translation adjustment(1) | — | — | (0.9) | Gain on sale of businesses and long-lived assets |
| Total reclassifications, net of tax | $0.3 | $1.9 | $(0.4) | |
(1) Relates to the sale of our North American web hosting business. Further information can be found in Note 6.
Share repurchase program –In October 2018, our board of directors authorized the repurchase of up to $500.0 million of our common stock. This authorization does not have an expiration date. Over the past three years, no shares were repurchased under this authorization. As of December 31, 2025, $287.5 million remained available for repurchase.
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5: EARNINGS PER SHARE
The following table reflects the calculation of basic and diluted earnings per share. During each period, certain share-based awards, as noted below, were excluded from the calculation of diluted earnings per share because their effect would have been antidilutive.
| (in millions, except per share amounts) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Earnings per share – basic: | |||
| Net income | $82.2 | $52.9 | $26.2 |
| Net income attributable to non-controlling interest | (0.1) | (0.1) | (0.1) |
| Income attributable to Deluxe available to common shareholders | $82.1 | $52.8 | $26.1 |
| Weighted-average shares outstanding | 44.8 | 44.1 | 43.5 |
| Earnings per share – basic | $1.83 | $1.20 | $0.60 |
| Earnings per share – diluted: | |||
| Net income | $82.2 | $52.9 | $26.2 |
| Net income attributable to non-controlling interest | (0.1) | (0.1) | (0.1) |
| Net income attributable to Deluxe | 82.1 | 52.8 | 26.1 |
| Remeasurement of share-based awards classified as liabilities | (0.1) | (0.1) | — |
| Income attributable to Deluxe available to common shareholders | $82.0 | $52.7 | $26.1 |
| Weighted-average shares outstanding | 44.8 | 44.1 | 43.5 |
| Dilutive impact of potential common shares | 0.7 | 0.6 | 0.3 |
| Weighted-average shares and potential common shares outstanding | 45.5 | 44.7 | 43.8 |
| Earnings per share – diluted | $1.80 | $1.18 | $0.59 |
| Antidilutive potential common shares excluded from calculation | 0.9 | 1.2 | 1.4 |
NOTE 6: ACQUISITION AND DIVESTITURES
Asset acquisition – In August 2025, we acquired certain assets of JPMorgan Chase Bank's CheckMatch electronic check conveyance service business for cash payments totaling $24.6 million, approximately half of which was paid at closing and the remainder due in the first quarter of 2026. The assets acquired consisted of a lockbox network intangible asset, included in other intangibles in Note 3, with a fair value of $14.3 million and a useful life of 10 years and a customer relationship intangible asset with a fair value of $10.3 million and a useful life ofseven years. Information regarding these fair value estimates can be found in Note 7.
Divestitures –In recent years, we decided to exit certain businesses and dispose of other assets. We believe these actions have enabled us to concentrate our resources on our growth businesses, while optimizing our operations. Revenue generated by the exited businesses is reported as All Other in the business segment results presented in Note 15.
In February 2026, we entered into an agreement to sell certain assets and liabilities related to the small business distributor channel in our Print segment for approximately $25.0 million, with approximately half paid at closing and the remainder due over the next three years. The sale is expected to close in the first quarter of 2026. As of December 31, 2025, related customer list intangible assets with a carrying value of $18.4 million were classified as held for sale and included in other non-current assets on the consolidated balance sheet.
In December 2025, we decided to exit a joint venture that was established to develop and market a business payment distribution technology platform. Our investment in the joint venture has been accounted for under the equity method. As a result of our decision to exit the joint venture and a review of the investment’s recoverability, we determined that the carrying value of our investment was not recoverable. Accordingly, during the fourth quarter of 2025, we recognized an asset impairment charge of $5.7 million, representing an other-than-temporary decline in the value of our equity method investment.
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In September and December 2023, we entered into agreements to transition our U.S. and Canadian payroll and human resources services customers to alternative service providers. The recognition of income associated with this business exit was determined based on the timing of customer conversion and retention activities, which were substantially completed during 2024. In connection with this exit, we also recorded goodwill impairment charges totaling $7.7 million during 2024. This impairment was recognized after concluding that the expected future cash flows from the business were insufficient to support the carrying value of the related reporting unit, resulting in full impairment of the associated goodwill.
In June 2023, we finalized the divestiture of our North American web hosting and logo design businesses, thereby completing our strategic exit from the web hosting market. The assets and liabilities associated with this transaction were not material to our consolidated balance sheet.
Business exits and asset sales were as follows for the years ended December 31:
| (in millions) | Gain on sale of businesses and long-lived assets | Proceeds from sale of businesses and long-lived assets |
|---|---|---|
| 2025: | ||
| Payroll and human resources services business | $— | $2.0 |
| 2024: | ||
| Payroll and human resources services business | $30.2 | $23.3 |
| Small business distributor customer list(1) | 1.0 | — |
| Total 2024 | $31.2 | $23.3 |
| 2023: | ||
| North American web hosting and logo design businesses | $17.5 | $27.9 |
| Payroll and human resources services business | 10.7 | 15.6 |
| Two facilities | 3.8 | 8.1 |
| Other | 0.4 | 2.0 |
| Total 2023 | $32.4 | $53.6 |
(1)A note receivable was executed in conjunction with this sale. No cash proceeds were received.
NOTE 7: FAIR VALUE MEASUREMENTS
Goodwill impairment analyses
We evaluate the carrying value of goodwill at least annually, as of July 31, or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable. Our policy on impairment of goodwill, detailed in Note 1, outlines our methodology for evaluating goodwill impairment.
2025 annual goodwill impairment analyses – For the 2025 annual goodwill analysis, we chose to perform quantitative analyses for our Merchant Services and Treasury Management reporting units. These analyses indicated that the estimated fair values of these reporting units exceeded their carrying values. Estimating the fair values of our reporting units requires us to estimate several factors, including the projection of future revenues, EBITDA margins, and terminal growth rates, as well as the selection of an appropriate discount rate reflecting our weighted-average cost of capital, and the allocation of shared and corporate expenses. These assumptions require significant judgment, and actual results may differ, potentially leading to future impairment charges.
For our other reporting units with goodwill, we completed qualitative analyses. These analyses considered factors such as current economic and industry conditions, recent financial performance, and the most recent quantitative analyses from prior periods. These qualitative analyses indicated no changes in events or circumstances suggesting that the fair value of any reporting unit was less than its carrying amount. Consequently, no goodwill impairment charges were recorded as a result of our 2025 annual impairment analysis.
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2024 and 2023 annual goodwill impairment analyses–For the 2024 annual goodwill impairment analysis, we chose to perform qualitative analyses for all of our reporting units, except for our Merchant Services, Treasury Management, and Business Essentials reporting units, for which we performed quantitative analyses. For the 2023 annual goodwill impairment analysis, we performed qualitative analyses for all of our reporting units. The qualitative assessments for both years indicated no changes in events or circumstances suggesting that the fair value of any reporting unit was less than its carrying amount. Additionally, the quantitative analyses completed in 2024 indicated that the estimated fair values of the reporting units exceeded their carrying values. Accordingly, no goodwill impairment charges were recorded as a result of the 2024 or 2023 annual analyses.
Exit from payroll and human resources services business– During 2024, we substantially completed our exit from our payroll and human resources services business, which constituted a reporting unit. In connection with this exit, we recorded goodwill impairment charges totaling $7.7 million during 2024. This impairment was recognized after concluding that the expected future cash flows from the business were insufficient to support the carrying value of the related reporting unit, resulting in full impairment of the associated goodwill.
Asset acquisition
In August 2025, we acquired intangible assets associated with JPMorgan Chase Bank’s CheckMatch electronic check conveyance service business (Note 6). In estimating the fair value of the assets acquired, we utilized the multi-period excess earnings method. This method involved forecasting the revenue and cash flows generated by the assets, then subtracting the portions of cash flows attributable to supporting assets that contribute to overall earnings. The net cash flows attributable to the intangible assets are then discounted using a rate that reflects the associated risk, resulting in a present value estimate. Key assumptions used in these valuations included projected revenue from existing customers, anticipated customer growth, estimated earnings, expected customer retention rates, and the selected discount rate. As the measurement of these assets was based on significant inputs not observable in the market, they represent Level 3 fair value measurements within the fair value measurement hierarchy.
Financial instruments
Our money market fund investment is comprised exclusively of debt securities issued by the U.S. Treasury and is classified as a Level 1 fair value measurement. The carrying value of the investment approximates fair value due to the short-term maturities and the highly liquid nature of the underlying U.S. Treasury securities. There have been no transfers between levels of the fair value hierarchy during the periods presented.
The fair values of our financial instruments were as follows:
| Fair value measurements using | ||||||
|---|---|---|---|---|---|---|
| Balance sheet location · December 31, 2025 · Quoted prices in active markets for identical assets(Level 1) · Significant other observable inputs(Level 2) · Significant unobservable inputs(Level 3) | ||||||
| (in millions) · Carrying value · Fair value | ||||||
| Fair value: | ||||||
| Money market fund | Settlement processing assets | $163.5 | $163.5 | $163.5 | $— | $— |
| Amortized cost: | ||||||
| Loans and notes receivable from distributors | Other current and non-current assets | 10.7 | 11.9 | — | — | 11.9 |
| Long-term debt | Current portion of long-term debt and long-term debt | 1,429.4 | 1,476.8 | — | 1,476.8 | — |
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Fair value measurements using | ||||||
|---|---|---|---|---|---|---|
| Balance sheet location · December 31, 2024 · Quoted prices in active markets for identical assets(Level 1) · Significant other observable inputs(Level 2) · Significant unobservable inputs(Level 3) | ||||||
| (in millions) · Carrying value · Fair value | ||||||
| Fair value: | ||||||
| Money market fund | Settlement processing assets | $142.0 | $142.0 | $142.0 | $— | $— |
| Amortized cost: | ||||||
| Loans and notes receivable from distributors | Other current and non-current assets | 12.5 | 13.0 | — | — | 13.0 |
| Long-term debt | Current portion of long-term debt and long-term debt | 1,503.1 | 1,508.3 | — | 1,508.3 | — |
NOTE 8: RESTRUCTURING AND INTEGRATION EXPENSE
Restructuring and integration expense consists of costs related to initiatives aimed at driving earnings and cash flow growth, including costs related to the consolidation and migration of certain applications and processes. These costs consist primarily of consulting, project management services, internal labor, and other items such as facility closure and consolidation costs. Additionally, we have recorded employee severance costs across functional areas. Restructuring and integration expense is not allocated to our reportable business segments.
We remain committed to executing initiatives that advance our long-term growth strategy and drive operational efficiency. Over the past three years, a significant portion of our restructuring activities were consolidated under the North Star program, a comprehensive, multi-year initiative designed to enhance shareholder value by accelerating adjusted EBITDA growth, increasing cash flow, reducing debt, and improving our leverage ratio.
The program was structured to balance disciplined cost management with targeted investments to support sustainable growth. On the cost side, we undertook a series of actions to optimize our organizational structure and strengthen our operational infrastructure. These actions included consolidating roles, streamlining management layers, expanding spans of control, and scaling back-office functions. We also leveraged technology and automation to digitize and simplify our operations, while global talent helped us scale back-office functions.
As of December 31, 2025, the material components of the North Star program were complete. Related restructuring and integration expense, which consisted primarily of consulting fees, employee severance costs, and other restructuring-related costs, totaled approximately $19.0 million in 2025, $50.0 million in 2024, and $45.0 million in 2023, for a cumulative total of $114.0 million.
Restructuring and integration expense is reflected on the consolidated statements of income as follows for the years ended December 31:
| (in millions) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Total cost of revenue | $1.2 | $1.9 | $12.3 |
| Operating expenses | 19.3 | 48.6 | 78.2 |
| Restructuring and integration expense | $20.5 | $50.5 | $90.5 |
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Restructuring and integration expense was comprised of the following for the years ended December 31:
| (in millions) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Employee severance benefits | $10.8 | $4.4 | $18.1 |
| External consulting and other costs | 4.2 | 33.7 | 52.3 |
| Internal labor | 2.8 | 3.3 | 8.7 |
| Other | 2.7 | 9.1 | 11.4 |
| Restructuring and integration expense | $20.5 | $50.5 | $90.5 |
Our restructuring and integration accruals are included in accrued liabilities on the consolidated balance sheets. These accruals represent the anticipated cash payments necessary to fulfill the remaining severance obligations for employees who have already been terminated, as well as those expected to be terminated under our various initiatives. We expect that the majority of employee reductions and the associated severance payments will be completed by mid-2026.
Changes in our restructuring and integration accruals were as follows:
| (in millions) | Employee severance benefits |
|---|---|
| Balance, December 31, 2022 | $8.5 |
| Charges | 18.7 |
| Reversals | (0.6) |
| Payments | (16.9) |
| Balance, December 31, 2023 | 9.7 |
| Charges | 4.9 |
| Reversals | (0.5) |
| Payments | (10.3) |
| Balance, December 31, 2024 | 3.8 |
| Charges | 11.4 |
| Reversals | (0.6) |
| Payments | (10.3) |
| Balance, December 31, 2025 | $4.3 |
The charges and reversals shown in the rollforward of our restructuring and integration accruals exclude items that are expensed as incurred, as these items are not included in accrued liabilities on the consolidated balance sheets.
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9: INCOME TAXES
Income tax provision – The components of the income tax provision were as follows for the years ended December 31:
| (in millions) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Current tax provision: | |||
| Federal | $0.3 | $24.9 | $21.0 |
| State | 2.2 | 5.2 | 6.4 |
| Foreign | 7.9 | 13.9 | 18.1 |
| Total current tax provision | 10.4 | 44.0 | 45.5 |
| Deferred tax provision: | |||
| Federal | 22.1 | (21.5) | (20.4) |
| State | 4.4 | (4.5) | (4.4) |
| Foreign | — | 5.6 | (7.1) |
| Total deferred tax provision | 26.5 | (20.4) | (31.9) |
| Total tax provision: | |||
| Federal | $22.4 | $3.4 | $0.6 |
| State | 6.6 | 0.7 | 2.0 |
| Foreign | 7.9 | 19.5 | 11.0 |
| Income tax provision | $36.9 | $23.6 | $13.6 |
Income before income taxes was comprised of the following for the years ended December 31:
| (in millions) | 2025 | 2024 | 2023 |
|---|---|---|---|
| U.S. | $91.8 | $11.1 | $(7.6) |
| Foreign | 27.3 | 65.4 | 47.4 |
| Income before income taxes | $119.1 | $76.5 | $39.8 |
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Effective tax rate –The effective tax rate on pretax income reconciles to the U.S. federal statutory tax rate for the years ended December 31 as follows:
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| (in millions) | Amount | Percent | Amount | Percent | Amount | Percent |
| U.S. federal statutory tax rate | $25.0 | 21.0% | $16.1 | 21.0% | $8.4 | 21.0% |
| State income tax, net of federal income tax effect(1) | 4.5 | 3.7% | (0.7) | (1.0%) | 1.8 | 4.5% |
| Foreign tax effects: | ||||||
| Canada: | ||||||
| Statutory tax rate difference between Canada and the U.S. | 1.4 | 1.2% | 3.2 | 4.2% | 2.3 | 5.9% |
| Tax on repatriation of earnings | 1.2 | 1.0% | 3.0 | 3.9% | 2.4 | 6.1% |
| Business exits (Note 6) | — | — | — | — | (2.2) | (5.6%) |
| Change in valuation allowances | — | — | — | — | (1.2) | (3.1%) |
| Other | (0.2) | (0.1%) | — | — | 0.2 | 0.6% |
| Other foreign jurisdictions | — | — | — | — | (0.1) | (0.3%) |
| Effect of cross-border tax laws: | ||||||
| Foreign-derived intangible income | (0.3) | (0.3%) | (0.2) | (0.2%) | (0.3) | (0.7%) |
| Global intangible low-taxed income | — | — | 0.5 | 0.6% | 5.0 | 12.6% |
| Foreign tax credit | — | — | (0.4) | (0.5%) | (4.6) | (11.5%) |
| Nontaxable or nondeductible items: | ||||||
| Surrender of company-owned life insurance policies | 3.7 | 3.1% | — | — | — | — |
| Non-deductible executive compensation | 2.9 | 2.4% | 2.0 | 2.6% | 1.8 | 4.6% |
| Share-based payment awards | (0.1) | (0.1%) | 0.3 | 0.4% | 2.1 | 5.2% |
| Business exits (Note 6) | — | — | (1.5) | (2.0%) | (7.5) | (18.7%) |
| Other | 0.1 | 0.1% | 0.8 | 1.1% | 0.2 | 0.4% |
| Change in valuation allowances | — | — | 1.1 | 1.4% | 6.1 | 15.3% |
| Tax credits: | ||||||
| Research and development tax credit | (1.8) | (1.5%) | (2.1) | (2.7%) | (1.6) | (4.0%) |
| Other | (0.1) | (0.1%) | (0.1) | (0.1%) | (0.1) | (0.2%) |
| Change in unrecognized tax benefits | 0.5 | 0.4% | 0.8 | 1.0% | (0.3) | (0.9%) |
| Other | 0.1 | 0.2% | 0.8 | 1.1% | 1.2 | 3.0% |
| Total | $36.9 | 31.0% | $23.6 | 30.8% | $13.6 | 34.2% |
(1) State taxes in California, Kansas, New York, Multnomah County/Portland, and Texas made up the majority (greater than 50%) of the tax effect in this category for the periods presented.
In December 2023, we executed an agreement to transition our Canadian payroll and human resources services customers to another service provider. We recognized a capital gain on this transaction for tax purposes, which we were able to partially offset with capital loss carryforwards. These capital loss carryforwards had previously been offset with a valuation allowance, and as a result, we reversed the previously recognized valuation allowance. In June 2023, we completed the sale of our North American web hosting business. We recognized a capital loss on this transaction for tax purposes and recorded a valuation allowance for the portion of the capital loss carryover that we did not expect to realize.
We repatriated foreign earnings held in cash by our Canadian subsidiaries of $20.6 million during 2025, $52.7 million during 2024, and $32.9 million during 2023. We believe the accumulated and remaining cash of our Canadian subsidiaries is sufficient to meet their working capital needs. The historical unremitted Canadian earnings as of December 31, 2021 will continue to be reinvested indefinitely in the operations of those subsidiaries. Deferred income taxes have not been recognized on those
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
earnings as of December 31, 2025. If we were to repatriate our foreign cash and cash equivalents into the U.S. at one time, the tax effects would generally be limited to foreign withholding taxes on any such distribution. As of December 31, 2025, the amount of cash and cash equivalents held by our foreign subsidiaries was $30.6 million, primarily in Canada.
Deferred income taxes –Tax-effected temporary differences that gave rise to deferred tax assets and liabilities as of December 31 were as follows:
| 2025 | 2024 | |||
|---|---|---|---|---|
| (in millions) | Deferred tax assets | Deferred tax liabilities | Deferred tax assets | Deferred tax liabilities |
| Goodwill | $— | $52.6 | $— | $46.9 |
| Employee benefit plans | — | 24.1 | — | 20.5 |
| Revenue recognition | — | 8.0 | — | 6.4 |
| Prepaid assets | — | 7.1 | — | 6.7 |
| Cloud computing arrangements | — | 5.4 | — | 6.5 |
| Intangible assets | — | 4.4 | 22.6 | — |
| Property, plant and equipment | — | 3.7 | — | 5.1 |
| Operating leases | 13.8 | 11.2 | 16.8 | 13.2 |
| Deductible interest carryforward | 56.1 | — | 51.0 | — |
| Net operating loss, tax credit, and capital loss carryforwards | 24.6 | — | 24.3 | — |
| Reserves and accruals | 6.4 | — | 7.3 | — |
| Inventories | 3.6 | — | 3.7 | — |
| All other | 5.0 | 2.0 | 2.9 | 2.2 |
| Total deferred taxes | 109.5 | 118.5 | 128.6 | 107.5 |
| Valuation allowances | (16.2) | — | (16.2) | — |
| Net deferred taxes | $93.3 | $118.5 | $112.4 | $107.5 |
In July 2025, the "One Big Beautiful Bill Act" was signed into law. The legislation is a comprehensive tax and spending bill that primarily extends provisions of the 2017 Tax Cuts and Jobs Act that were set to expire and restores provisions that accelerate deductions for certain business expenses and investments. The impact of these changes did not have a material effect on our income tax provision for the year ended December 31, 2025 and resulted in an increase in net deferred income tax liabilities of approximately $30.0 million.
The valuation allowances as of December 31, 2025 and December 31, 2024 related primarily to capital loss carryforwards in the U.S and net operating loss carryforwards in various state jurisdictions that we do not currently expect to fully realize. Changes in our valuation allowances for the years ended December 31 were as follows:
| (in millions) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Balance, beginning of year | $(16.2) | $(15.0) | $(8.0) |
| Expense from change in allowances | — | (1.2) | (7.0) |
| Balance, end of year | $(16.2) | $(16.2) | $(15.0) |
As of December 31, 2025, we had the following net operating loss, deductible interest, capital loss, and tax credit carryforwards:
state net operating loss and tax credit carryforwards of $162.0 million, which expire at various dates between 2026 and 2050;
federal deductible interest carryforwards of $223.0 million, which do not expire; and
federal capital loss carryforwards of $61.4 million, which expire in 2027 and 2028.
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Income tax payments–Income taxes paid, net of refunds received, was as follows for the years ended December 31:
| (in millions) | 2025 | 2024 | 2023 |
|---|---|---|---|
| U.S. federal | $15.1 | $17.0 | $27.7 |
| Canada | 9.1 | 21.0 | 12.5 |
| U.S. state and local | 6.7 | 8.4 | 6.3 |
| Total income taxes paid, net of refunds received | $30.9 | $46.4 | $46.5 |
Uncertain tax positions–A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding accrued interest and penalties and the federal benefit of deductible state income tax, was as follows:
| (in millions) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Balance, beginning of year | $3.2 | $2.4 | $2.6 |
| Additions for tax positions of current year | 0.5 | 0.4 | 0.3 |
| Additions for tax positions of prior years | 0.3 | 0.6 | 0.1 |
| Settlements | — | — | (0.3) |
| Lapse of statutes of limitations | (0.3) | (0.2) | (0.3) |
| Balance, end of year | $3.7 | $3.2 | $2.4 |
If the unrecognized tax benefits as of December 31, 2025 were recognized in the consolidated financial statements, income tax expense would decrease by $3.7 million. Accruals for interest and penalties and expense for interest and penalties included in the provision for income taxes were not material for any of the periods presented.
The statute of limitations for federal tax assessments for 2021 and prior years has expired. In general, income tax returns for the years 2022 through 2025 remain subject to examination by federal, foreign, state, and city tax jurisdictions. In the event that we have determined not to file income tax returns with a particular state or city, all years remain subject to examination by the tax jurisdiction.
The ultimate outcome of tax matters may differ from our estimates and assumptions. Unfavorable settlement of any issue would require the use of cash and could result in increased income tax expense. Favorable resolution would result in reduced income tax expense. Due to the nature of the underlying liabilities and the extended time frame often needed to resolve income tax uncertainties, we cannot provide reliable estimates of the amount or timing of cash payments that may be required to settle these liabilities.
NOTE 10: SHARE-BASED COMPENSATION
Our employee share-based compensation plans include our employee stock purchase plan and our long-term incentive plan. In February 2025, we amended our long-term incentive plan to increase the aggregate number of shares available for issuance under the plan to 4.7 million shares of common stock, along with any shares released due to the forfeiture or termination of awards issued under the previous plan. As of December 31, 2025,1.8 million shares remained available for issuance.
Under both our current and previous plans, we have granted non-qualified stock options, restricted stock units, and performance share unit awards. The current plan also permits the issuance of restricted stock and stock appreciation rights, although none of these were outstanding as of December 31, 2025. Our policy regarding the recognition of compensation expense for employee share-based awards can be found in Note 1.
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following amounts were recognized in our consolidated statements of income for share-based compensation awards for the years ended December 31:
| (in millions) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Restricted stock units | $17.3 | $14.1 | $14.1 |
| Performance share unit awards | 7.1 | 4.7 | 4.1 |
| Employee stock purchase plan | 0.4 | 0.4 | 0.5 |
| Stock options | 0.1 | 0.7 | 1.8 |
| Total share-based compensation expense | $24.9 | $19.9 | $20.5 |
| Income tax benefit | $(7.1) | $(6.3) | $(7.4) |
As of December 31, 2025, the total compensation expense for unvested awards not yet recognized in our consolidated statements of income was $21.0 million, net of the effect of estimated forfeitures. This amount is expected to be recognized over a weighted-average period of 1.7 years.
Non-qualified stock options –All options permit the purchase of shares of common stock at prices equal to the market value of the stock on the grant date. Options become exercisable startingone year after the grant date, with one-fourth vesting each year over four years, and options can be exercised for up to 10 years following the grant date. No stock options were granted during the past three years.
Each option can be converted intoone share of common stock upon exercise. Information regarding our options was as follows:
| Number of options(in thousands) | Weighted-average exercise price per option | Aggregate intrinsic value(1)(in millions) | Weighted-average remaining contractual term(in years) | |
|---|---|---|---|---|
| Outstanding at December 31, 2024 | 1,197 | $44.03 | ||
| Forfeited or expired | (314) | 51.29 | ||
| Outstanding at December 31, 2025 | 883 | 41.45 | $— | 4.1 |
| Exercisable at December 31, 2025 | 883 | 41.45 | $— | 4.1 |
(1)The intrinsic value of a stock award is defined as the amount by which the fair value of the underlying stock exceeds the exercise price of the award.
Restricted stock units –We grant RSU awards under our long-term incentive plan, which generally vest over periods ranging fromtwo tofour years. In addition to the awards granted to employees, non-employee members of our board of directors can elect to receive all or a portion of their fees in the form of RSUs.
Each RSU converts intoone share of common stock upon completion of the vesting period. Information regarding our RSUs was as follows:
| Number of units(in thousands) | Weighted-average grant date fair value per unit | Weighted-average remaining vesting period(in years) | |
|---|---|---|---|
| Outstanding at December 31, 2024 | 1,472 | $21.57 | |
| Granted | 1,007 | 17.63 | |
| Vested | (713) | 22.27 | |
| Forfeited | (175) | 19.03 | |
| Outstanding at December 31, 2025 | 1,591 | 19.03 | 1.5 |
The fair market value of RSUs that vested was $13.1 million in 2025, $11.4 million in 2024, and $8.5 million in 2023.
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Performance share unit awards –Our PSU awards have athree-year vesting period. Shares are issued at the end of the vesting period if performance targets related to revenue, free cash flow, and total shareholder return are met. If employment is terminated for any reason prior to theone year anniversary of the commencement of the performance period, the award is forfeited. On or after theone year anniversary of the commencement of the performance period, a pro-rata portion of the shares awarded at the end of the performance period is issued in the case of qualified retirement, death, disability, involuntary termination without cause, or resignation for good reason, as defined in the agreement.
The following weighted-average assumptions were used in the Monte Carlo simulation model to determine the fair value of market-based PSUs granted:
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Risk-free interest rate | 4.3% | 4.4% | 4.4% |
| Dividend yield | 6.7% | 6.0% | 6.1% |
| Expected volatility | 38.5% | 38.5% | 54.3% |
The risk-free interest rate for periods within the expected award life is derived from the U.S. Treasury yield curve in effect at the grant date. The dividend yield is estimated over the expected life of the award, based on historical dividends paid. Expected volatility is calculated using the historical volatility of our stock over the expected life of the award.
Information regarding our PSUs was as follows:
| Performance share units(in thousands) | Weighted-average grant date fair value per unit | Weighted-average remaining contractual term(in years) | |
|---|---|---|---|
| Unvested at December 31, 2024 | 691 | $22.47 | |
| Granted(1) | 355 | 16.09 | |
| Vested | (37) | 30.35 | |
| Forfeited | (122) | 37.57 | |
| Unvested at December 31, 2025 | 887 | 17.53 | 1.2 |
(1) Reflects awards granted assuming achievement of performance goals at target.
Employee stock purchase plan –During 2025,0.2 million shares were issued under this plan at prices ranging from $12.41 to $16.04. During 2024,0.2 million shares were issued at prices ranging from $13.76 to $16.91. During 2023,0.2 million shares were issued at prices ranging from $12.61 to $15.77.
NOTE 11: POSTRETIREMENT BENEFITS
We have historically offered certain health care benefits to a large number of our eligible retired U.S. employees. Employees who were hired before January 1, 2002 become eligible for these benefits if they meet the required years of service and age criteria before retiring. Employees hired on or after January 1, 2002 are not eligible to participate in the plan. In addition to our retiree health care plan, we also maintain an inactive U.S. supplemental executive retirement plan (SERP). This plan is no longer adding new participants and all current participants are retired. The SERP does not have any plan assets, but our obligation under this plan is fully funded through investments in company-owned life insurance policies.
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Obligations and funded status –Changes in our benefit obligation, plan assets, and funded status for the years ended December 31 were as follows:
| (in millions) | Postretirement benefit plan | Pension plan(1) |
|---|---|---|
| Change in benefit obligation: | ||
| Benefit obligation, December 31, 2023 | $36.0 | $2.3 |
| Interest cost | 1.6 | 0.1 |
| Net actuarial gain | (3.1) | — |
| Benefits paid from plan assets and company funds | (3.9) | (0.3) |
| Benefit obligation, December 31, 2024 | 30.6 | 2.1 |
| Interest cost | 1.5 | 0.1 |
| Net actuarial (gain) loss | (1.9) | 0.1 |
| Benefits paid from plan assets and company funds | (3.6) | (0.3) |
| Benefit obligation, December 31, 2025 | $26.6 | $2.0 |
| Change in plan assets: | ||
| Fair value of plan assets, December 31, 2023 | $130.9 | $— |
| Return on plan assets | 9.7 | — |
| Benefits paid | (2.5) | — |
| Fair value of plan assets, December 31, 2024 | 138.1 | — |
| Return on plan assets | 21.0 | — |
| Benefits paid | (3.0) | — |
| Fair value of plan assets, December 31, 2025 | $156.1 | $— |
| Funded status, December 31, 2024 | $107.5 | $(2.1) |
| Funded status, December 31, 2025 | $129.5 | $(2.0) |
(1)The accumulated benefit obligation equals the projected benefit obligation.
The funded status of our plans was recognized on the consolidated balance sheets as of December 31 as follows:
| Postretirement benefit plan · Pension plan | |||||||
|---|---|---|---|---|---|---|---|
| (in millions) · 2025 · 2024 · 2025 · 2024 | |||||||
| Other non-current assets | $129.5 | $107.5 | $— | $— | |||
| Accrued liabilities | — | 0.3 | 0.3 | ||||
| Other non-current liabilities | — | — | 1.7 | 1.8 | |||
Amounts included in accumulated other comprehensive loss that have not been recognized as components of postretirement benefit income were as follows as of December 31:
| (in millions) | 2025 | 2024 |
|---|---|---|
| Unrecognized net actuarial loss | $(8.2) | $(23.3) |
| Unrecognized prior service credit | 4.2 | 5.6 |
| Tax effect | (2.4) | 1.1 |
| Amount recognized in accumulated other comprehensive loss, net of tax | $(6.4) | $(16.6) |
Unrecognized net actuarial gains and losses arise when actual experience deviates from the assumptions made, as well as from changes in those assumptions. For 2025, the net actuarial gain was primarily driven by a decrease in the number of participants and lower than expected claims. These items were partially offset by a decrease in the discount rate applied to the benefit obligation. For 2024, the net actuarial gain was primarily driven by an increase in the discount rate applied to the benefit
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
obligation and a decrease in the number of participants. The unrecognized actuarial gains and losses related to our postretirement benefit plan are amortized over the average remaining life expectancy of inactive plan participants, given that a significant potion of the plan participants are classified as inactive. Currently, this amortization period is 11 years.
The unrecognized prior service credit associated with our postretirement benefit plan stems from past plan amendments that reduced the accumulated postretirement benefit obligation. Initially, any reduction is applied to offset existing unrecognized prior service cost, followed by any remaining unrecognized transition obligation. Any surplus after these adjustments becomes the unrecognized prior service credit. The prior service credit is then amortized on the straight-line basis over the remaining life expectancy of plan participants at the time of each plan amendment.
Postretirement benefit income –Postretirement benefit income is included in other income, net on the consolidated statements of income and consisted of the following components for the years ended December 31:
| (in millions) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Expected return on plan assets | $8.5 | $8.4 | $7.3 |
| Amortization of prior service credit | 1.4 | 1.4 | 1.4 |
| Interest cost | (1.6) | (1.7) | (2.0) |
| Amortization of net actuarial losses | (0.8) | (1.3) | (2.3) |
| Net periodic benefit income | $7.5 | $6.8 | $4.4 |
Actuarial assumptions –In measuring the benefit obligations as of December 31, the following discount rate assumptions were used:
| Postretirement benefit plan | Pension plan | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Discount rate | 5.05% | 5.48% | 4.71% | 5.35% |
In measuring net periodic benefit income for the years ended December 31, the following assumptions were used:
| Postretirement benefit plan | Pension plan | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | |
| Discount rate | 5.48% | 4.89% | 5.09% | 5.35% | 4.80% | 5.00% |
| Expected return on plan assets | 6.25% | 6.50% | 6.25% | — | — | — |
The discount rate assumption is derived from the rates of return on high-quality, fixed-income instruments that are currently available and whose cash flows approximate the timing and amount of our expected benefit payments. When determining the expected long-term rate of return on plan assets, we start with our historical returns and then make adjustments for estimated inflation and projected market returns. Our inflation assumption is primarily based on an analysis of historical inflation data.
In measuring the benefit obligation as of December 31 for our postretirement benefit plan, the following assumptions for health care cost trend rates were used. These rates are utilized to determine our periodic benefit income for the following year.
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Participants under age 65 | Participants age 65 and older | Participants under age 65 | Participants age 65 and older | Participants under age 65 | Participants age 65 and older | |
| Health care cost trend rate assumed for next year | 8.5% | 9.0% | 6.0% | 6.5% | 6.6% | 7.3% |
| Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) | 4.5% | 4.5% | 4.5% | 4.5% | 4.5% | 4.5% |
| Year that the rate reaches the ultimate trend rate | 2035 | 2035 | 2030 | 2030 | 2030 | 2030 |
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Plan assets –The allocation of plan assets by asset category as of December 31 was as follows:
| Postretirement benefit plan | ||
|---|---|---|
| 2025 | 2024 | |
| U.S. corporate debt securities | 55% | 55% |
| International equity securities | 20% | 20% |
| U.S. large capitalization equity securities | 17% | 17% |
| Mortgage-backed securities | 5% | 5% |
| U.S. small and mid-capitalization equity securities | 3% | 3% |
| Total | 100% | 100% |
Our postretirement benefit plan is designed with assets intended to meet long-term obligations. To achieve this, we utilize a total return investment strategy that takes into account cash flow needs while balancing long-term projected returns against expected asset risks, which are measured using projected standard deviations. Our risk tolerance is determined by considering projected plan liabilities, the plan's funded status, projected liquidity needs, and our overall financial condition.
The target asset allocation percentages for our postretirement benefit plan are derived from our liability and asset projections. The targeted allocation of plan assets is 60% fixed income securities,20% international equity securities,17% large capitalization equity securities, and 3% small and mid-capitalization equity securities.
Information regarding fair value measurements of plan assets was as follows as of December 31, 2025:
| Fair value measurements using | |||||
|---|---|---|---|---|---|
| Quoted prices in active markets for identical assets | Significant other observable inputs | Significant unobservable inputs | Investments measured at net asset value | Fair value as ofDecember 31, 2025 | |
| (in millions) · (Level 1) · (Level 2) · (Level 3) | |||||
| U.S. corporate debt securities | $— | $85.5 | $— | $— | $85.5 |
| International equity securities | — | 31.9 | — | — | 31.9 |
| U.S. large capitalization equity securities | — | 27.0 | — | — | 27.0 |
| Mortgage-backed securities | — | 7.7 | — | — | 7.7 |
| U.S. small and mid-capitalization equity securities | — | 4.0 | — | — | 4.0 |
| Plan assets | $— | $156.1 | $— | $— | $156.1 |
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Information regarding fair value measurements of plan assets was as follows as of December 31, 2024:
| Fair value measurements using | |||||
|---|---|---|---|---|---|
| Quoted prices in active markets for identical assets | Significant other observable inputs | Significant unobservable inputs | Investments measured at net asset value | Fair value as ofDecember 31, 2024 | |
| (in millions) · (Level 1) · (Level 2) · (Level 3) | |||||
| U.S. corporate debt securities | $— | $76.6 | $— | $— | $76.6 |
| International equity securities | — | 27.4 | — | — | 27.4 |
| U.S. large capitalization equity securities | — | 23.7 | — | — | 23.7 |
| Mortgage-backed securities | — | 6.9 | — | — | 6.9 |
| U.S. small and mid-capitalization equity securities | — | 3.5 | — | — | 3.5 |
| Plan assets | $— | $138.1 | $— | $— | $138.1 |
The Level 2 investments relate to investment funds that publish daily net asset value (NAV) per unit. The daily NAV is accessible to participants in the funds, and redemptions can be executed daily at the current NAV. The fair value and the number of units are determined and published, serving as the basis for current transactions. Although these investments do not qualify for the NAV practical expedient, they are measured at the published NAV because the quoted NAV per unit reflects the price at which the investment would be sold in a transaction between independent market participants. Our policy is to recognize transfers between fair value levels at the end of the reporting period during which the transfer occurred.
Cash flows – We madeno contributions to plan assets during the past three years.
We have fully funded the SERP obligation with investments in company-owned life insurance policies. The cash surrender value of these policies is included in long-term investments on the consolidated balance sheets and totaled $5.3 million as of December 31, 2025 and $8.0 million as of December 31, 2024.
The following benefit payments are expected to be paid during the years indicated:
| (in millions) | Postretirement benefit plan | Pension plan |
|---|---|---|
| 2026 | $3.4 | $0.3 |
| 2027 | 3.2 | 0.3 |
| 2028 | 2.9 | 0.3 |
| 2029 | 2.7 | 0.2 |
| 2030 | 2.5 | 0.2 |
| 2031 - 2035 | 10.3 | 0.8 |
401(k) plan – We sponsor a 401(k) retirement savings plan for eligible employees, which is designed to help participants accumulate funds for retirement. The plan is available for the majority of our full-time employees and certain part-time employees, with eligibility generally commencing after 30 days of service.
Under the plan, both employees and Deluxe make contributions. Employees may elect to contribute up to 50% of eligible compensation, subject to IRS annual limits and the terms of the plan. Beginning in May 2025, we match 100% of the first 1% of compensation contributed and 50% of the next 2% contributed. Prior to May 2025, we matched 100% of the first 1% of compensation contributed and 50% of the next 5% contributed. All employee and Deluxe contributions are remitted to the plan’s trustee.
The expense recognized for the matching contributions was $7.5 million in 2025, $11.3 million in 2024, and $12.0 million in 2023.
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Plan participants may select from a broad range of investment options for their 401(k) account balances. Direct investment in our common stock is not permitted. However, certain investment funds available under the plan may hold shares of our common stock as part of their portfolios. Benefits are paid to participants from the accumulated funds in the plan trust.
NOTE 12: DEBT
Debt outstanding was comprised of the following:
| (in millions) | 2025 | 2024 |
|---|---|---|
| Senior unsecured notes | $475.0 | $475.0 |
| Senior secured notes | 450.0 | 450.0 |
| Senior secured term loan facility | 441.4 | 500.0 |
| Securitization obligations | 65.0 | 78.9 |
| Amounts drawn on senior secured revolving credit facility | 13.0 | 18.0 |
| Total principal amount | 1,444.4 | 1,521.9 |
| Less: unamortized discount and debt issuance costs | (15.0) | (18.8) |
| Total debt, net of discount and debt issuance costs | 1,429.4 | 1,503.1 |
| Less: current portion of long-term debt, net of debt issuance costs | (16.3) | (37.1) |
| Long-term debt | $1,413.1 | $1,466.0 |
Maturities of long-term debt were as follows as of December 31, 2025:
| (in millions) | Debt obligations |
|---|---|
| 2026 | $16.4 |
| 2027 | 37.5 |
| 2028 | 115.0 |
| 2029 | 1,275.5 |
| Total principal amount | $1,444.4 |
Credit facility – In December 2024, we executed a $900.0 million amended and restated credit agreement, which included commitments of $400.0 million under a revolving credit facility and $500.0 million under a term loan facility. The revolving credit facility includes a $40.0 million swingline sub-facility and a $25.0 million letter of credit sub-facility. Concurrently, we repaid and terminated our previous credit facility, recording interest expense of $1.7 million for the write-off of the related unamortized debt issuance costs. Net proceeds from the amended and restated credit facility were $604.4 million.
Loans under the revolving credit facility can be borrowed, repaid, and re-borrowed until February 1, 2029, at which point all outstanding amounts must be repaid. The term loan facility is structured to be repaid in equal quarterly installments of $9.4 million through December 2027 and $12.5 million from March 2028 to December 2028, with the remaining balance due on February 1, 2029. Any voluntary prepayments of principal under the term loan facility reduce required installment payments in direct order of maturity. The term loan facility includes mandatory prepayment requirements related to asset sales, certain casualty or other insured damage to assets, and new debt (excluding permitted debt), subject to certain limitations. No premium or penalty is incurred for any mandatory or voluntary prepayment of the term loan facility.
Interest on the credit facility is payable at a fluctuating rate, as outlined in the credit agreement. A commitment fee is also payable on the unused portion of the revolving credit facility. Amounts outstanding under the credit facility had a weighted-average interest rate of 5.87% as of December 31, 2025 and 7.23% as of December 31, 2024.
Borrowings under the credit facility are secured by substantially all of the present and future tangible and intangible personal property held by us and our subsidiaries that have guaranteed our obligations under the credit facility, subject to certain exceptions. The credit agreement includes customary covenants that limit levels of indebtedness, liens, mergers, certain asset
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
dispositions, changes in business, advances, investments, loans, and restricted payments. These covenants are subject to various limitations and exceptions outlined in the credit agreement.
Additionally, the credit agreement imposes requirements on our consolidated total leverage ratio and our consolidated secured leverage ratio. The consolidated total leverage ratio is calculated as (i) consolidated indebtedness minus unrestricted cash and cash equivalents in excess of $15.0 million to (ii) consolidated EBITDA for the period, as defined in the agreement. The consolidated secured leverage ratio is defined as (i) consolidated secured indebtedness minus unrestricted cash and cash equivalents in excess of $15.0 million to (ii) consolidated EBITDA for the period, as defined in the agreement. These ratios may not equal or exceed the following amounts during the periods indicated:
| Fiscal Quarter Ending | Consolidated total leverage ratio | Consolidated secured leverage ratio |
|---|---|---|
| December 31, 2025 through March 31, 2026 | 4.25 to 1.00 | 3.50 to 1.00 |
| June 30, 2026 and each fiscal quarter thereafter | 4.00 to 1.00 | 3.25 to 1.00 |
Furthermore, we are required to maintain a minimum interest coverage ratio of at least 3.00 to 1.00 for the duration of the credit facility. This ratio is calculated as (i) consolidated EBITDA, as defined in the agreement, for the trailing four quarters to (ii) consolidated interest expense for the same period. In addition, if our consolidated total leverage ratio exceeds 2.75 to 1.00, the aggregate amount of permitted dividends, incentive-based share repurchases, and repurchases under an open market repurchase program is limited to an annual amount of $60.0 million, provided that the amount of any share repurchases made under an open market repurchase program does not exceed $30.0 million in a fiscal year.
Failure to comply with any of these requirements would constitute an event of default, which would enable the lenders to declare all amounts outstanding immediately due and payable. In such a scenario, the lenders would also have the right to enforce their interests against the collateral pledged if we were unable to settle the outstanding amounts. As of December 31, 2025, we were in compliance with all debt covenants.
The credit agreement includes customary representations and warranties. As a condition for borrowing, it requires that all such representations and warranties be true and correct in all material respects on the date of each borrowing. This includes representations affirming that there has been no material adverse change in our business, assets, operations, or financial condition.
As of December 31, 2025, amounts were available for borrowing under our revolving credit facility as follows:
| (in millions) | Total available |
|---|---|
| Revolving credit facility commitment | $400.0 |
| Amount drawn on revolving credit facility | (13.0) |
| Outstanding letters of credit(1) | (7.4) |
| Net available for borrowing as of December 31, 2025 | $379.6 |
(1)We use standby letters of credit primarily to collateralize certain obligations related to our self-insured workers' compensation claims, as well as claims for environmental matters, as required by certain states. These letters of credit reduce the amount available for borrowing under our revolving credit facility.
Senior unsecured and secured notes –In June 2021, we issued $500.0 million of 8.0% senior unsecured notes that mature in June 2029. These notes were issued via a private placement under Rule 144A of the Securities Act of 1933. Proceeds from the offering, net of discount and offering costs, were $490.7 million, resulting in an effective interest rate of 8.3%. The net proceeds were utilized to finance the acquisition of First American Payment Systems, L.P. Interest payments are due each June and December. During 2022, we repurchased $25.0 million of these notes on the open market.
In December 2024, we issued $450.0 million of 8.125% senior secured notes that mature in September 2029. However, if any of the senior unsecured notes issued in 2021 remain outstanding as of February 1, 2029, the 2024 senior secured notes will mature on February 1, 2029. These notes were also issued via a private placement under Rule 144A of the Securities Act of 1933. The proceeds from this offering, net of discount and offering costs, were $441.5 million, resulting in an effective interest rate of 8.6%. The net proceeds, along with borrowings under the credit facility executed in December 2024, were used to refinance our previous senior secured term loan facility and revolving credit facility. Interest payments for these notes are due each March and September.
The indentures governing these notes include covenants that restrict our ability, and that of our restricted subsidiaries, to undertake certain actions. These restrictions include limitations on incurring additional debt and liens, issuing redeemable and
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
preferred stock, paying dividends and distributions, making loans and investments, and consolidating, merging, or selling all or substantially all of our assets.
Securitization facility – In March 2024, Deluxe Receivables LLC, a wholly-owned subsidiary, entered into a receivables financing agreement (the “Securitization Facility”). This facility was subsequently amended in December 2025 to, among other things, increase the maximum available borrowing capacity and extend the maturity date. The amended agreement is scheduled to mature in December 2028, unless further extended in accordance with its terms. The Securitization Facility provides for a maximum borrowing capacity of $100.0 million, subject to adjustments based on the underlying borrowing base. Pursuant to the terms of the Securitization Facility, we have sold, and will continue to sell on an ongoing basis, certain accounts receivable to Deluxe Receivables LLC. These receivables serve as collateral for borrowings under the facility and totaled approximately $147.0 million as of December 31, 2025. The initial proceeds received from this facility were utilized to prepay amounts outstanding under our previous secured term loan facility.
Borrowings accrue interest at a commercial paper rate when funded by a conduit lender through the issuance of notes, and at the Secured Overnight Financing Rate plus an applicable margin for other borrowings. A commitment fee is charged on the unused portion of the facility, with both interest and fees payable on a monthly basis. The interest rate on outstanding amounts under the facility was 5.45% as of December 31, 2025 and 6.22% as of December 31, 2024.
For accounting purposes, the Securitization Facility is classified as a secured financing transaction rather than a sale of receivables. As a result, Deluxe Receivables LLC is included in the consolidated financial statements, and the receivables pledged as collateral are presented as accounts receivable on the consolidated balance sheets. The related borrowings are reported as long-term debt. Cash collections from the receivables are included in net cash provided by operating activities in the consolidated statements of cash flows, while borrowings and repayments associated with the Securitization Facility are reflected in net cash used by financing activities.
NOTE 13: LEASES
We have entered into operating leases for the majority of our facilities, with remaining terms extending up to 10 years as of December 31, 2025. These arrangements enable us to mitigate risks associated with property ownership, such as fluctuations in real estate values, while also providing enhanced flexibility to adapt to evolving business and operational requirements. In addition to facility leases, we maintain operating leases for various equipment, including production printers and data center assets. Certain lease agreements contain provisions for renewal or extension, although the impact of these renewal periods was not material to the amounts recognized for operating lease assets and liabilities. We also utilize finance leases for our corporate headquarters and select information technology hardware.
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Leases were reflected on the consolidated balance sheets as follows at December 31:
| (in millions) | 2025 | 2024 |
|---|---|---|
| Operating leases: | ||
| Operating lease assets | $43.0 | $49.4 |
| Accrued liabilities | $11.4 | $12.4 |
| Operating lease liabilities | 39.8 | 49.0 |
| Total operating lease liabilities | $51.2 | $61.4 |
| Weighted-average remaining lease term | 6 years | 5 years |
| Weighted-average discount rate | 9.0% | 8.5% |
| Finance leases: | ||
| Property, plant and equipment, gross | $30.6 | $28.2 |
| Accumulated depreciation | (8.3) | (6.0) |
| Property, plant and equipment, net | $22.3 | $22.2 |
| Accrued liabilities | $2.4 | $1.9 |
| Other non-current liabilities | 25.8 | 25.5 |
| Total finance lease liabilities | $28.2 | $27.4 |
| Weighted-average remaining lease term | 11 years | 12 years |
| Weighted-average discount rate | 6.2% | 6.0% |
The components of lease expense for the years ended December 31 were as follows:
| (in millions) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Operating lease expense | $14.5 | $18.3 | $18.8 |
| Finance lease expense: | |||
| Amortization of right-of-use assets | 2.3 | 1.8 | 2.1 |
| Interest on lease liabilities | 1.7 | 1.6 | 1.6 |
| Total finance lease expense | 4.0 | 3.4 | 3.7 |
| Total lease expense | $18.5 | $21.7 | $22.5 |
Supplemental cash flow information related to leases for the years ended December 31 was as follows:
| (in millions) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Lease assets obtained in exchange for lease obligations: | |||
| Operating leases | $3.3 | $3.6 | $26.2 |
| Finance leases | 2.4 | 1.2 | — |
| Cash paid for amounts included in lease obligations: | |||
| Operating cash flows from operating leases | $18.2 | $17.0 | $19.9 |
| Operating cash flows from finance leases | 1.7 | 1.6 | 1.6 |
| Financing cash flows from finance leases | 1.6 | 1.1 | 2.7 |
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Maturities of lease liabilities were as follows at December 31, 2025:
| (in millions) | Operating lease obligations | Financelease obligations |
|---|---|---|
| 2026 | $15.2 | $4.1 |
| 2027 | 12.3 | 3.9 |
| 2028 | 9.1 | 3.9 |
| 2029 | 8.8 | 3.4 |
| 2030 | 6.2 | 2.9 |
| Thereafter | 17.8 | 20.3 |
| Total lease payments | 69.4 | 38.5 |
| Less lease incentive receivable | (2.1) | — |
| Less imputed interest | (16.1) | (10.3) |
| Present value of lease payments | $51.2 | $28.2 |
NOTE 14: OTHER COMMITMENTS AND CONTINGENCIES
Indemnifications – In the normal course of business, we enter into agreements that include standard indemnification provisions. These provisions typically cover third-party claims arising from our products and services, including, but not limited to, service failures, breaches of security, infringement of intellectual property rights, compliance with governmental regulations, and employment-related matters. Our obligations under these indemnities would generally be triggered by our breach of contractual terms.
Additionally, in connection with the sale or disposal of assets or businesses, we customarily provide representations, warranties, and indemnities to counterparties. These may address risks such as undisclosed damage to the assets, environmental liabilities, including obligations to investigate or remediate contamination at waste disposal sites or manufacturing facilities, as well as unidentified tax exposures and legal matters relating to periods prior to the disposition.
The potential liability under these indemnification agreements is not reasonably estimable, as it depends on the occurrence of future, unknown events. However, based on current information, we do not believe that any such obligations would have a material adverse effect on our financial position, annual results of operations, or annual cash flows. We have recognized liabilities for known indemnifications related to environmental matters, which were not material as of December 31, 2025 or December 31, 2024.
In the ordinary course of business, we may provide performance guarantees on behalf of our subsidiaries to customers and other parties. These guarantees may be supported by standby letters of credit, surety bonds, or similar instruments. Under these arrangements, we would be required to perform only in the event of a defined triggering event, such as an unexcused, uncured breach by a subsidiary. We believe the likelihood of performance under these guarantees is remote. As of December 31, 2025 and December 31, 2024, we had no material obligations related to such guarantees, and accordingly, no associated liability has been recorded in our consolidated financial statements.
Self-insurance – We are self-insured for certain costs, primarily workers' compensation claims and medical and dental benefits for active employees and those employees on long-term disability. The liabilities associated with these items represent our best estimate of the ultimate obligations for reported claims, as well as those incurred, but not reported. These liabilities totaled $9.6 million as of December 31, 2025 and $8.2 million as of December 31, 2024, and are included in accrued liabilities and other non-current liabilities on the consolidated balance sheets.
Our self-insurance liabilities are estimated, in part, by considering historical claims experience, demographic factors, and other actuarial assumptions. The estimated accruals for these liabilities could be significantly affected if future events and claims differ from these assumptions and historical trends.
Litigation – The liabilities recorded for legal matters, along with the related charges recorded in each period, did not have a material impact on our financial position, results of operations, or liquidity during the periods presented. We do not anticipate that any of the currently identified claims or litigation will materially affect our financial position, results of operations, or liquidity upon resolution. However, it is important to note that litigation carries inherent uncertainties, and unfavorable rulings are possible.
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Should an unfavorable ruling occur, it could have a material adverse effect on our financial position, results of operations, or liquidity in the period of the ruling or in subsequent periods.
NOTE 15: BUSINESS SEGMENT INFORMATION
We operate the following reportable segments, generally organized by product and service type:
Merchant Services– provides electronic credit and debit card authorization and payment processing services, primarily to small and medium-sized retail and service businesses.
B2B Payments– provides treasury management solutions, including remittance and lockbox processing, remote deposit capture, cash application, and payment acceptance solutions, as well as integrated accounts payable disbursements, including eChecks, Deluxe Payment Exchange, and Medical Payment Exchange, and fraud and security services.
Data Solutions – provides data, analytics, and marketing services for both business-to-business and business-to-consumer clients, as well as financial institution profitability reporting and business incorporation services.
Print– provides printed personal and business checks, business essentials, including printed business forms and business accessories, as well as branded promotional print, apparel, and digital storefront solutions.
Segment accounting polices – The accounting policies applied to our segments are consistent with those outlined in Note 1. Corporate costs for shared services are allocated to segments when they are directly attributable to a segment, otherwise, they are reported under Corporate operations. Unallocated costs primarily include marketing, accounting, information technology, human resources, facilities, executive management, and legal, tax, and treasury functions.
Geographic information and major customers – Our segments primarily operate within the U.S., with some activities in Canada. Until June 2023, we operated our former web hosting business in parts of Europe and through partners in Central and South America. Revenue and long-lived assets associated with our foreign operations were not material to our consolidated financial statements during the periods presented. No single customer contributed more than 10% of consolidated revenue in any of the last three years.
Chief Operating Decision Maker (CODM) and performance metrics – Our Chief Executive Officer is the CODM, evaluating segment performance and resource allocation based on adjusted EBITDA. Adjusted EBITDA excludes depreciation and amortization expense, interest expense, income tax expense, and certain other amounts that can vary from period to period. These amounts may include asset impairment charges, restructuring and integration expense, share-based compensation expense, certain legal and environmental expenses that fall outside the normal course of business, and gains or losses on the sale of businesses and long-lived assets.
The CODM uses adjusted EBITDA in both the annual planning and interim forecasting processes. On a monthly basis, the CODM reviews actual results versus plan and forecast information, using this analysis to guide resource distribution and strategic adjustments. Additionally, the CODM compares segment adjusted EBITDA margins to those of competitors. This benchmarking is essential for evaluating the relative performance of our segments within the industry, ensuring that we remain competitive, and identifying areas for improvement. Furthermore, adjusted EBITDA plays a significant role in establishing employee performance-based compensation, aligning employee incentives with our financial goals. The CODM does not review segment-level asset information for purposes of investment or operating decision-making.
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Segment results –The following table presents segment information for the years ended December 31:
| (in millions) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Merchant Services: | |||
| Revenue | $398.6 | $384.0 | $364.2 |
| Other segment items | (312.7) | (305.5) | (289.8) |
| Adjusted EBITDA | 85.9 | 78.5 | 74.4 |
| B2B Payments: | |||
| Revenue | 290.5 | 287.9 | 299.2 |
| Other segment items | (226.1) | (230.8) | (237.2) |
| Adjusted EBITDA | 64.4 | 57.1 | 62.0 |
| Data Solutions: | |||
| Revenue | 307.3 | 234.0 | 211.8 |
| Other segment items | (220.9) | (173.5) | (165.5) |
| Adjusted EBITDA | 86.4 | 60.5 | 46.3 |
| Print: | |||
| Revenue | 1,136.8 | 1,205.1 | 1,261.3 |
| Other segment items | (769.9) | (828.5) | (860.4) |
| Adjusted EBITDA | 366.9 | 376.6 | 400.9 |
| Total reportable segments: | |||
| Revenue | $2,133.2 | $2,111.0 | $2,136.5 |
| Other segment items | (1,529.6) | (1,538.3) | (1,552.9) |
| Adjusted EBITDA | 603.6 | 572.7 | 583.6 |
| All other:(1) | |||
| Revenue | — | 10.8 | 55.8 |
| Other segment items | — | (5.2) | (29.9) |
| Adjusted EBITDA | — | 5.6 | 25.9 |
| Total segments: | |||
| Consolidated revenue | $2,133.2 | $2,121.8 | $2,192.3 |
| Other segment items | (1,529.6) | (1,543.5) | (1,582.8) |
| Adjusted EBITDA | 603.6 | 578.3 | 609.5 |
(1) Includes the payroll and human resources services business that we substantially exited during 2024 and the North American web hosting and logo design businesses that were sold in 2023 (Note 6).
The CODM does not review segment expense information, but receives commentary on variances between planned, forecasted, and prior year adjusted EBITDA. This commentary may include discussion of relevant expense categories, which can vary from period to period based on the drivers of the variances. The CODM also reviews consolidated expense information as presented in our consolidated financial statements, as well as consolidated expenses for shared services support functions.
For all segments, other segment items include cost of revenue, selling expenses, and allocated shared services costs, including information technology, real estate, and finance costs. For our digital businesses (Merchant Services, B2B Payments, and Data Solutions), cost of revenue includes information technology costs, payroll and related expenses, and overhead, and for Merchant Services, residuals paid to ISOs. For the Print segment, cost of revenue includes raw materials, shipping and handling, third-party costs for outsourced products, payroll and related expenses, information technology costs, and overhead. Selling expenses include sales, marketing, and advertising expenses, call center operations (Merchant Services, B2B Payments, and Print), and external commissions (B2B Payments and Print).
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Reconciliation to consolidated income before income taxes–The following table reconciles total segment adjusted EBITDA to consolidated income before income taxes for the years ended December 31:
| (in millions) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Total segment adjusted EBITDA | $603.6 | $578.3 | $609.5 |
| Corporate operations | (172.1) | (166.2) | (192.4) |
| Depreciation and amortization | (137.9) | (165.5) | (169.7) |
| Interest expense | (122.0) | (123.3) | (125.6) |
| Non-controlling interest | 0.1 | 0.1 | 0.1 |
| Asset impairment charges | (5.7) | (7.7) | — |
| Restructuring and integration expense | (20.5) | (50.5) | (90.5) |
| Share-based compensation expense | (24.9) | (19.9) | (20.5) |
| Certain legal and environmental expense | (1.5) | — | (2.2) |
| Loss on sale of investment securities | — | — | (1.3) |
| Gain on sale of businesses and long-lived assets | — | 31.2 | 32.4 |
| Income before income taxes | $119.1 | $76.5 | $39.8 |
Disaggregated revenue information –The following tables present revenue disaggregated by product and service offerings for the years ended December 31:
| (in millions) | Merchant Services | B2BPayments | DataSolutions | Consolidated | |
|---|---|---|---|---|---|
| Checks | $— | $— | $— | $690.0 | $690.0 |
| Merchant services solutions | 398.6 | — | — | — | 398.6 |
| Data-driven marketing | — | — | 288.1 | — | 288.1 |
| Forms and other business products | — | — | — | 224.8 | 224.8 |
| Treasury management solutions | — | 224.7 | — | — | 224.7 |
| Promotional solutions | — | — | — | 222.0 | 222.0 |
| Other payment solutions | — | 65.8 | — | — | 65.8 |
| Other web-based solutions | — | — | 19.2 | — | 19.2 |
| Total revenue | $398.6 | $290.5 | $307.3 | $1,136.8 | $2,133.2 |
| (in millions) | Merchant Services | B2BPayments | DataSolutions | AllOther | Consolidated | |
|---|---|---|---|---|---|---|
| Checks | $— | $— | $— | $702.7 | $— | $702.7 |
| Merchant services solutions | 384.0 | — | — | — | — | 384.0 |
| Data-driven marketing | — | — | 214.6 | — | — | 214.6 |
| Forms and other business products | — | — | — | 240.4 | — | 240.4 |
| Treasury management solutions | — | 225.6 | — | — | — | 225.6 |
| Promotional solutions | — | — | — | 262.0 | — | 262.0 |
| Other payment solutions | — | 62.3 | — | — | — | 62.3 |
| Other web-based solutions | — | — | 19.4 | — | — | 19.4 |
| Other | — | — | — | — | 10.8 | 10.8 |
| Total revenue | $384.0 | $287.9 | $234.0 | $1,205.1 | $10.8 | $2,121.8 |
DELUXE CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| (in millions) | Merchant Services | B2BPayments | DataSolutions | AllOther | Consolidated | |
|---|---|---|---|---|---|---|
| Checks | $— | $— | $— | $721.1 | $— | $721.1 |
| Merchant services solutions | 364.2 | — | — | — | — | 364.2 |
| Data-driven marketing | — | — | 192.7 | — | — | 192.7 |
| Forms and other business products | — | — | — | 263.5 | — | 263.5 |
| Treasury management solutions | — | 240.3 | — | — | — | 240.3 |
| Promotional solutions | — | — | — | 276.7 | 1.5 | 278.2 |
| Other payment solutions | — | 58.9 | — | — | — | 58.9 |
| Other web-based solutions | — | — | 19.1 | — | — | 19.1 |
| Other | — | — | — | — | 54.3 | 54.3 |
| Total revenue | $364.2 | $299.2 | $211.8 | $1,261.3 | $55.8 | $2,192.3 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.