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DELUXE CORP

For the period ended Jun 30, 2026. Filed Aug 6, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 6, 2026

DLX$26.59+2.5%Stored close · as of Nov 10, 2026

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Consolidated Statements of Cash Flows

DELUXE CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited)

Six Months EndedJune 30,
(in millions)20262025
Cash flows from operating activities:
Net income$55.0$36.5
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangibles60.757.6
Depreciation12.211.2
Deferred income taxes23.9(9.5)
Amortization of prepaid product discounts14.916.4
Employee share-based compensation expense13.211.6
Operating lease expense7.17.3
Amortization of cloud computing arrangement implementation costs4.88.2
Gain on sale of businesses and long-lived assets(5.1)—
Other non-cash items, net11.211.4
Changes in assets and liabilities:
Trade accounts receivable14.2(6.4)
Inventories and supplies(2.6)3.0
Other current and non-current assets(11.1)(1.9)
Accounts payable(11.2)(2.3)
Prepaid product discount payments(10.1)(16.0)
Other accrued and non-current liabilities(43.2)(25.7)
Net cash provided by operating activities133.9101.4
Cash flows from investing activities:
Purchases of capital assets(48.0)(49.3)
Proceeds from company-owned life insurance policies34.0—
Proceeds from sale of businesses and long-lived assets10.82.0
Other2.03.0
Net cash used by investing activities(1.2)(44.3)
Cash flows from financing activities:
Proceeds from issuing long-term debt and swingline loans325.7254.8
Payments on long-term debt and swingline loans(405.1)(289.1)
Cash dividends paid to shareholders(29.2)(28.1)
Holdback payments for acquired assets(13.0)(0.5)
Net change in settlement processing obligations(255.7)(258.4)
Other(12.9)(5.0)
Net cash used by financing activities(390.2)(326.3)
Effect of exchange rate change on cash, cash equivalents, restricted cash, and restricted cash equivalents(1.1)1.5
Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents(258.6)(267.7)
Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of year313.0309.2
Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period (Note 3)$54.4$41.5

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: CONSOLIDATED FINANCIAL STATEMENTS

The consolidated balance sheet as of June 30, 2026, the consolidated statements of comprehensive income for the quarters and six months ended June 30, 2026 and 2025, the consolidated statements of shareholders’ equity for the quarters and six months ended June 30, 2026 and 2025, and the consolidated statements of cash flows for the six months ended June 30, 2026 and 2025 are unaudited. The consolidated balance sheet as of December 31, 2025 was derived from audited consolidated financial statements, but does not include all disclosures required by U.S. generally accepted accounting principles (GAAP). In the opinion of management, all adjustments necessary for a fair statement of the consolidated financial statements are included. Adjustments consist only of normal recurring items, except for any items discussed in the notes below. Interim results are not necessarily indicative of results for a full year or future results. The consolidated financial statements and notes are presented in accordance with instructions for Form 10-Q and do not contain certain information included in our annual consolidated financial statements and notes. The consolidated financial statements and notes appearing in this report should be read in conjunction with the consolidated audited financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Form 10-K").

The process of preparing our consolidated financial statements involves making various estimates and assumptions that impact the reported amounts in the consolidated financial statements and accompanying notes. These estimates are derived from our historical experience and other relevant factors and assumptions that we consider reasonable. These factors and assumptions form the foundation for our judgments regarding the carrying values of our assets, liabilities, revenues, and expenses, as well as the disclosure of contingent assets and liabilities. It is important to note that actual results may vary significantly from these estimates and assumptions.

Comparability – The consolidated balance sheet as of December 31, 2025 and the consolidated statement of cash flows for the six months ended June 30, 2025 have been modified to conform to the current period presentation. Specifically, the non-current portion of finance lease obligations, previously included in other non-current liabilities, is now presented as a separate line on the consolidated balance sheet. Additionally, holdback payments for acquired assets, previously included in other financing activities, is now presented as a separate line within net cash used by financing activities on the consolidated statement of cash flows.

NOTE 2: NEW ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Standards

ASU 2025-05 – In July 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. This standard introduces a practical expedient allowing companies to assume that conditions as of the balance sheet date remain unchanged over the remaining life of current accounts receivable and current contract assets for purposes of measuring credit losses. Effective January 1, 2026, we adopted ASU 2025‑05 and elected to apply the practical expedient to all eligible assets. The practical expedient is required to be applied on a prospective basis. Adoption of this standard did not have a material impact on our consolidated financial statements or related disclosures.

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. We elected to adopt this standard early in our Form 10-Q for the quarter ended March 31, 2026. Adoption of this standard did not have a material impact on our interim financial statements or related disclosures.

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 2025-06 – 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 better align with current software development methods, such as agile programming. Under the new standard,

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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. This 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.

NOTE 3: SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION

Trade accounts receivable–Net trade accounts receivable was comprised of the following:

(in millions)June 30,2026December 31,2025
Trade accounts receivable – gross(1)$177.5$196.3
Allowance for credit losses(8.3)(8.7)
Trade accounts receivable – net$169.2$187.6

(1) Includes unbilled receivables of $50.0 million as of June 30, 2026 and $53.5 million as of December 31, 2025.

Changes in the allowance for credit losses for the six months ended June 30, 2026 and June 30, 2025 were as follows:

Six Months EndedJune 30,
(in millions)20262025
Balance, beginning of period$8.7$9.1
Bad debt expense4.13.7
Write-offs and other(4.5)(3.1)
Balance, end of period$8.3$9.7

Inventories and supplies – Inventories and supplies were comprised of the following:

(in millions)June 30,2026December 31,2025
Finished and semi-finished goods$26.8$27.0
Raw materials and supplies19.217.7
Reserve for excess and obsolete items(10.5)(11.2)
Inventories and supplies, net of reserve$35.5$33.5

Revenue in excess of billings – Revenue in excess of billings was comprised of the following:

(in millions)June 30,2026December 31,2025
Conditional right to receive consideration$16.7$19.0
Unconditional right to receive consideration(1)13.611.8
Revenue in excess of billings$30.3$30.8

(1)Represents revenues that are earned but not currently billable under the related contract terms.

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Goodwill – There wereno changes in goodwill during the six months ended June 30, 2026. Goodwill by reportable segment was as follows as of June 30, 2026 and December 31, 2025:

(in millions)Merchant ServicesB2B PaymentsData Solutions(1)Print(1)Total
Goodwill$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 – Intangibles were comprised of the following:

June 30, 2026December 31, 2025
(in millions)Gross carrying amountAccumulated amortizationNet carrying amountGross carrying amountAccumulated amortizationNet carrying amount
Internal-use software$583.3$(412.8)$170.5$543.2$(373.4)$169.8
Customer lists/relationships180.1(140.9)39.2223.1(174.4)48.7
Partner relationships75.9(26.5)49.476.3(24.1)52.2
Technology-based intangibles65.0(41.3)23.765.0(37.2)27.8
Residual commission buy-out36.0(3.6)32.436.0—36.0
Other20.5(7.9)12.620.5(6.6)13.9
Intangibles$960.8$(633.0)$327.8$964.1$(615.7)$348.4

Amortization of intangibles was $30.4 million for the quarter ended June 30, 2026, $27.9 million for the quarter ended June 30, 2025, $60.7 million for the six months ended June 30, 2026, and $57.6 million for the six months ended June 30, 2025. Based on the intangibles in service as of June 30, 2026, estimated future amortization expense is as follows:

(in millions)Estimatedamortizationexpense
Remainder of 2026$60.2
202790.2
202866.1
202929.4
203020.4

In the normal course of business, we acquire and develop internal-use software. During the six months ended June 30, 2026, we acquired or developed internal-use software of $40.1 million with a weighted-average useful life of 3.0 years.

Long-term investments – Our long-term investments include the cash surrender values of company-owned life insurance (COLI) policies. During the fourth quarter of 2025 and the second quarter of 2026, we surrendered a portion of these policies, and we also received benefits under some of the policies, receiving total cash proceeds of $34.0 million during the six months ended June 30, 2026. Long-term investments as of December 31, 2025 also included an investment in a joint venture that was accounted for under the equity method. We decided to exit this joint venture in 2025, and the exit was completed during the first quarter of 2026. As such, the investment balance was removed from the consolidated balance sheet. No gain or loss was recognized, as the investment had been written down to fair value in the fourth quarter of 2025.

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Other non-current assets – Other non-current assets were comprised of the following:

(in millions)June 30,2026December 31,2025
Postretirement benefit plan asset$134.3$129.5
Prepaid product discounts(1)31.329.8
Cloud computing arrangement implementation costs24.429.2
Deferred contract acquisition costs(2)18.217.1
Long-term receivables, net of allowance for credit losses(3)15.39.0
Other24.339.8
Other non-current assets$247.8$254.4

(1) Amortization of prepaid product discounts was $14.9 million for the six months ended June 30, 2026 and $16.4 million for the six months ended June 30, 2025.

(2)Amortization of deferred contract acquisition costs was $5.2 million for the six months ended June 30, 2026 and $5.8 million for the six months ended June 30, 2025.

(3)Amount includes the non-current portion of long-term receivables, including loans and notes receivable from distributors and proceeds receivable from an asset sale (Note 6). The current portion of these receivables is included in other current assets on the consolidated balance sheets and was $5.7 million as of June 30, 2026 and $1.7 million as of December 31, 2025. The related allowance for credit losses was not material in either period.

As of June 30, 2026, long-term receivables originated during 2026 totaled $12.1 million, of which $4.2 million represented the current portion. Long-term receivables originated within the preceding five-year period were not material as of June 30, 2026. There wereno write-offs or recoveries recorded during the six months ended June 30, 2026.

We manage long-term receivables using an internal risk grading process that considers a variety of factors, including borrowers’ ability to service their debt and payment history. Receivables with the highest assessed credit quality are assigned internal grades of 1-2, while receivables with an identified potential weakness requiring management's attention are assigned internal grades of 3-4. As of June 30, 2026, none of our long-term receivables were assigned an internal grade of 3-4. Additionally, past due and non-accrual balances were not material as of June 30, 2026 or December 31, 2025.

Accrued liabilities – Accrued liabilities were comprised of the following:

(in millions)June 30,2026December 31,2025
Employee cash bonuses, including sales incentives$25.5$47.4
Deferred revenue(1)22.236.2
Customer rebates16.613.9
Interest14.414.4
Operating lease liabilities9.711.4
Prepaid product discounts8.72.8
Wages and payroll liabilities, including vacation7.64.9
Restructuring and integration (Note 8)3.54.3
Consideration payable for asset purchases0.113.1
Other36.342.2
Accrued liabilities$144.6$190.6

(1)Revenue recognized for amounts included in deferred revenue at the beginning of the period was $24.3 million for the six months ended June 30, 2026 and $20.3 million for the six months ended June 30, 2025.

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Supplemental cash flow information – Supplemental cash flow information was as follows:

(in millions)June 30,2026June 30,2025
Cash and cash equivalents$34.9$26.0
Restricted cash and restricted cash equivalents included in settlement processing assets17.512.4
Non-current restricted cash included in other non-current assets2.03.1
Total cash, cash equivalents, restricted cash, and restricted cash equivalents$54.4$41.5
Non-cash investing and financing activities:
Finance lease assets obtained in exchange for finance lease obligations$51.4$0.7
Non-cash financing activities:
Vesting of restricted stock unit awards$21.6$11.4

NOTE 4: SHAREHOLDERS' EQUITY

Accumulated other comprehensive loss –Changes in the components of accumulated other comprehensive loss for the six months ended June 30, 2026 and June 30, 2025 were as follows:

(in millions)Postretirement benefit plansCurrency translation adjustmentAccumulated other comprehensive loss
Balance, December 31, 2025$(6.4)$(12.1)$(18.5)
Other comprehensive loss before reclassifications—(1.0)(1.0)
Amounts reclassified from accumulated other comprehensive loss(0.4)—(0.4)
Net current-period other comprehensive loss(0.4)(1.0)(1.4)
Balance, June 30, 2026$(6.8)$(13.1)$(19.9)
(in millions)Postretirement benefit plansCurrency translation adjustmentAccumulated other comprehensive loss
Balance, December 31, 2024$(16.6)$(13.3)$(29.9)
Other comprehensive income before reclassifications—1.11.1
Amounts reclassified from accumulated other comprehensive loss(0.1)—(0.1)
Net current-period other comprehensive (loss) income(0.1)1.11.0
Balance, June 30, 2025$(16.7)$(12.2)$(28.9)

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED 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 comprehensive income
Quarter EndedJune 30, · Six Months EndedJune 30,
(in millions) · 2026 · 2025 · 2026 · 2025
Amortization of postretirement benefit plan items:
Prior service credit$0.4$0.4$0.7$0.7Other income, net
Net actuarial loss—(0.2)(0.1)(0.4)Other income, net
Total amortization0.40.20.60.3Other income, net
Tax expense(0.2)(0.1)(0.2)(0.2)Income tax provision
Amortization of postretirement benefit plan items, net of tax0.20.10.40.1Net income
Total reclassifications, net of tax$0.2$0.1$0.4$0.1

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.

Quarter EndedJune 30,Six Months EndedJune 30,
(in millions, except per share amounts)2026202520262025
Earnings per share – basic:
Net income$19.2$22.4$55.0$36.5
Net income attributable to non-controlling interest(0.1)—(0.1)(0.1)
Net income attributable to Deluxe$19.1$22.4$54.9$36.4
Weighted-average shares outstanding45.844.845.644.7
Earnings per share – basic$0.42$0.50$1.20$0.81
Earnings per share – diluted:
Net income$19.2$22.4$55.0$36.5
Net income attributable to non-controlling interest(0.1)—(0.1)(0.1)
Net income attributable to Deluxe19.122.454.936.4
Re-measurement of share-based awards classified as liabilities———(0.1)
Income attributable to Deluxe available to common shareholders$19.1$22.4$54.9$36.3
Weighted-average shares outstanding45.844.845.644.7
Dilutive impact of potential common shares0.60.40.70.5
Weighted-average shares and potential common shares outstanding46.445.246.345.2
Earnings per share – diluted$0.41$0.50$1.18$0.80
Antidilutive potential common shares excluded from calculation0.92.00.92.0

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6: ACQUISITION AND DIVESTITURES

Acquisition – In June 2026, we entered into an equity purchase agreement and plan of merger to acquire Celero Commerce ("Celero"), a financial technology company providing integrated payment processing solutions for small to mid-sized businesses. Celero serves customers through a diversified distribution network spanning bank, software, independent partner, and direct sales channels. The transaction closed on July 31, 2026. The acquisition advances our strategy to grow our payments and data businesses, and Celero's platform complements our existing payments offerings while expanding our ability to serve a broader set of customers.

As the transaction closed subsequent to the balance sheet date, Celero's assets and liabilities are not reflected in the consolidated balance sheet as of June 30, 2026. We incurred related transaction costs of $5.6 million during the quarter ended June 30, 2026, which are included in selling, general and administrative expense in the consolidated statement of comprehensive income.

The aggregate purchase price consisted of cash consideration of $625.0 million, plus payment of certain seller transaction expenses and other adjustments. The acquisition was financed through our amended credit agreement, via a combination of additional term loan financing and revolving credit facility borrowings (Note 11).

The purchase price allocation is not complete at this time. It is not practicable to disclose the preliminary purchase price allocation or unaudited pro forma combined financial information for this transaction, given the short period of time between the acquisition date and the issuance of these consolidated financial statements. We anticipate that the preliminary purchase price allocation will include significant intangible assets, as well as goodwill. A majority of the goodwill is expected to be deductible for income tax purposes.

Business exits –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.

In March 2026, we finalized the divestiture of certain assets and liabilities associated with the Safeguard small business distributor channel within our Print segment. The transaction will generate net proceeds of $22.8 million, with approximately half received at closing. The remaining proceeds will be collected in equal annual installments on each anniversary of the closing date over the next three years. The net assets and liabilities transferred in the sale totaled $17.7 million and were comprised primarily of customer list intangible assets. The disposal group was classified as held for sale as of December 31, 2025 and was included in other non-current assets on the consolidated balance sheet.

In September and December 2023, we executed agreements to transition our U.S. and Canadian payroll and human resources services customers to other service providers. Our exit from this business was substantially completed during 2024, and the remaining cash proceeds from this business exit were received during the quarter ended March 31, 2025.

Activity related to business exits was as follows for the six months ended June 30, 2026 and June 30, 2025:

(in millions)Gain on sale of businesses and long-lived assetsProceeds from sale of businesses and long-lived assets
Six months ended June 30, 2026:
Small business distributor channel$5.1$10.8
Six months ended June 30, 2025:
Payroll and human resources services business$—$2.0

Assets held for sale–During the quarter ended June 30, 2026, we initiated a plan to sell a production facility we currently own, with the intention of relocating these operations to a leased facility. As of June 30, 2026, the related assets, which had a carrying value of $2.4 million, were classified as held for sale and included in other non-current assets on the consolidated balance sheet.

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7: FAIR VALUE MEASUREMENTS

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 were 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
June 30, 2026 · Quoted prices in active markets for identical assets(Level 1) · Significant other observable inputs(Level 2) · Significant unobservable inputs(Level 3)
(in millions) · Balance sheet location · Carrying value · Fair value
Fair value:
Money market fundSettlement processing assets$7.1$7.1$7.1$—$—
Amortized cost:
Proceeds receivable from asset sale (Note 6)Other current and other non-current assets12.112.0——12.0
Loans and notes receivable from distributorsOther current and other non-current assets8.99.4——9.4
Long-term debtLong-term debt1,352.21,384.5—1,384.5—
Fair value measurements using
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) · Balance sheet location · Carrying value · Fair value
Fair value:
Money market fundSettlement processing assets$163.5$163.5$163.5$—$—
Amortized cost:
Loans and notes receivable from distributorsOther current and other non-current assets10.711.9——11.9
Long-term debtCurrent portion of long-term debt and long-term debt1,429.41,476.8—1,476.8—

NOTE 8: RESTRUCTURING AND INTEGRATION EXPENSE

Restructuring and integration expense consists of costs incurred in connection with initiatives to improve operating efficiency and support earnings and cash flow growth. These costs primarily include consulting and project management services, internal labor, facility closure and consolidation costs, and employee severance costs across functional areas. Restructuring and integration expense is not allocated to our reportable business segments.

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The expense recorded during the six months ended June 30, 2025 consisted primarily of costs related to our North Star program, a comprehensive, multi-year initiative designed to enhance shareholder value by accelerating adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) growth, increasing cash flow, reducing debt, and improving our leverage ratio. The primary components of the North Star program were completed by the end of 2025, and the related restructuring and integration expense incurred during the six months ended June 30, 2026 was not material. Further information can be found under the caption "Note 8: Restructuring and Integration Expense" in the Notes to Consolidated Financial Statements located in the 2025 Form 10-K.

Restructuring and integration expense is reflected on the consolidated statements of comprehensive income as follows:

Quarter EndedJune 30,Six Months EndedJune 30,
(in millions)2026202520262025
Total cost of revenue$0.2$0.2$0.6$1.0
Operating expenses1.84.05.211.7
Restructuring and integration expense$2.0$4.2$5.8$12.7

Restructuring and integration expense for each period was comprised of the following:

Quarter EndedJune 30,Six Months EndedJune 30,
(in millions)2026202520262025
Employee severance benefits$0.3$1.6$2.9$6.1
External consulting and other costs0.80.71.63.3
Internal labor0.40.70.51.7
Other0.51.20.81.6
Restructuring and integration expense$2.0$4.2$5.8$12.7

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 the end of 2026.

Changes in our restructuring and integration accruals were as follows:

(in millions)Employee severance benefits
Balance, December 31, 2025$4.3
Charges3.2
Reversals(0.3)
Payments(3.7)
Balance, June 30, 2026$3.5

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.

NOTE 9: INCOME TAXES

Our effective income tax rate for interim periods is based on the estimated annual effective tax rate, adjusted for discrete items occurring within the period. For the six months ended June 30, 2026, our effective income tax rate of 28.3% differed from the federal statutory tax rate of 21.0%, primarily due to state income taxes, non-deductible executive compensation expense, an increase in the deferred tax valuation allowance, and the tax impact of the surrender of COLI policies. These increases to our effective income tax rate were partially offset by a tax benefit related to employee share-based compensation.

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Our effective income tax rate of 28.3% for the six months ended June 30, 2026 was unchanged compared to the same period in 2025. The 2026 rate benefited from a higher tax benefit related to employee share-based compensation and lower foreign income taxes. These favorable impacts were offset by several factors, including a $2.3 million increase in the valuation allowance related to a capital loss carryforward generated during the period that we do not expect to fully utilize, as well as the tax impacts related to the surrender of COLI policies, higher non-deductible executive compensation expense, and state income taxes.

For the second quarter of 2026, our effective income tax rate was 36.2%, an increase from 29.3% for the second quarter of 2025. The increase was primarily driven by the tax impact of the surrender of COLI policies during the second quarter of 2026 and higher non-deductible executive compensation expense.

NOTE 10: POSTRETIREMENT BENEFITS

We have historically offered certain health care benefits to a large number of our eligible retired U.S. employees. In addition to our retiree health care plan, we also maintain an inactive U.S. supplemental executive retirement plan. Further information regarding our postretirement benefit plans can be found under the caption “Note 11: Postretirement Benefits” in the Notes to Consolidated Financial Statements located in the 2025 Form 10-K.

Postretirement benefit income is included in other income, net on the consolidated statements of comprehensive income and consisted of the following components:

Quarter EndedJune 30,Six Months EndedJune 30,
(in millions)2026202520262025
Expected return on plan assets$2.4$2.1$4.9$4.3
Amortization of prior service credit0.40.40.70.7
Interest cost(0.3)(0.4)(0.6)(0.8)
Amortization of net actuarial losses—(0.2)(0.1)(0.4)
Net periodic benefit income$2.5$1.9$4.9$3.8

NOTE 11: DEBT

Debt outstanding was comprised of the following:

(in millions)June 30,2026December 31, 2025
Senior unsecured notes$475.0$475.0
Senior secured notes450.0450.0
Senior secured term loan facility392.0441.4
Securitization obligations42.065.0
Amounts drawn on senior secured revolving credit facility6.013.0
Total principal amount1,365.01,444.4
Less: unamortized discount and debt issuance costs(12.8)(15.0)
Total debt, net of discount and debt issuance costs1,352.21,429.4
Less: current portion of long-term debt, net of debt issuance costs—(16.3)
Long-term debt$1,352.2$1,413.1

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Maturities of long-term debt were as follows as of June 30, 2026:

(in millions)Debt obligations
2027$4.5
202892.0
20291,268.5
Total principal amount$1,365.0

Credit facility –As of June 30, 2026, we maintained a $900.0 million senior secured credit facility consisting of a $400.0 million revolving credit facility and a $500.0 million term loan facility. The revolving credit facility included a $40.0 million swingline sub-facility and a $25.0 million letter of credit sub-facility.

As of June 30, 2026, loans under the revolving credit facility could be borrowed, repaid, and re-borrowed until February 1, 2029, at which point all outstanding amounts were due to be repaid. As of June 30, 2026, the term loan facility was 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.

In connection with the acquisition of Celero on July 31, 2026 (Note 6), we amended our credit facility agreement, which now consists of an $800.0 million term loan facility and a $400.0 million revolving credit facility. We utilized the additional capacity under the term loan facility, as well as a draw on the revolving credit facility to fund the acquisition. The amended agreement extends the maturities of both the term loan and revolving credit facilities to July 31, 2031. Subsequent to the amendment, the term loan facility is structured to be repaid in equal quarterly installments of $15.0 million through September 2030 and $20.0 million from December 2030 through June 2031, with the remaining balance due on July 31, 2031. 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 certain 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.

On July 31, 2026, we also entered into amortizing interest rate swap agreements to mitigate variability in interest payments on a portion of our variable-rate debt. The interest rate swaps, which terminate in July 2030, effectively convert, as of the inception date, $600.0 million of variable-rate debt to a fixed rate of 4.1%.

Borrowings under both the previous and amended credit facilities bear interest at fluctuating rates, as specified in the respective credit agreements, and a commitment fee is payable on the unused portion of the revolving credit facility. The weighted-average interest rate on borrowings under our previous credit facility was 5.77% as of June 30, 2026 and 5.87% as of December 31, 2025.

Borrowings under the credit facility agreement 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 dispositions, changes in business, advances, investments, loans, and restricted payments. These covenants are subject to various limitations and exceptions outlined in the credit agreement.

As of June 30, 2026, our previous credit agreement also required us to comply with the following financial maintenance covenants:

Consolidated total leverage ratio – Must remain below 4.00 to 1.00, calculated as consolidated indebtedness less unrestricted cash and cash equivalents in excess of $15.0 million, divided by consolidated EBITDA for the period (each as defined in the agreement).

Consolidated secured leverage ratio – Must remain below 3.25 to 1.00, calculated as consolidated secured indebtedness less unrestricted cash and cash equivalents in excess of $15.0 million, divided by consolidated EBITDA for the period (each as defined in the agreement).

Interest coverage ratio – Must be at least 3.00 to 1.00, calculated as consolidated EBITDA for the trailing four quarters divided by consolidated interest expense for the same period (each as defined in the agreement).

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The amended credit agreement retained the minimum interest coverage ratio requirement, but revised the maximum allowed values for the following ratios:

Fiscal Quarter EndingConsolidated total leverage ratioConsolidated secured leverage ratio
September 30, 2026 through June 30, 20274.75 to 1.003.50 to 1.00
September 30, 2027 through December 31, 20274.25 to 1.003.50 to 1.00
March 31, 2028 and each fiscal quarter thereafter4.00 to 1.003.25 to 1.00

Under our previous credit facility agreement, if our consolidated total leverage ratio exceeded 2.75 to 1.00, the aggregate amount of permitted dividends, incentive-based share repurchases, and open market share repurchases was capped at $60.0 million annually, of which no more than $30.0 million could consist of open market repurchases in any fiscal year. Under the amended credit agreement, we may pay dividends and repurchase shares in an aggregate amount of up to $75.0 million annually. The amended agreement also permits additional restricted payments under certain circumstances, including when specified leverage ratio requirements are satisfied.

Both the previous and amended credit agreements include customary representations and warranties. As a condition for borrowing, all such representations and warranties must 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.

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 June 30, 2026, we were in compliance with all debt covenants.

As of June 30, 2026, amounts were available for borrowing under our previous revolving credit facility as follows:

(in millions)Total available
Revolving credit facility commitment$400.0
Amount drawn on revolving credit facility(6.0)
Outstanding letters of credit(1)(9.7)
Net available for borrowing as of June 30, 2026$384.3

(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 in place at the time, 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 preferred stock, paying dividends and distributions, making loans and investments, and consolidating, merging, or selling all or substantially all of our assets.

Securitization facility – As of June 30, 2026, our wholly-owned subsidiary, Deluxe Receivables LLC, was party to a receivables financing agreement (the “Securitization Facility”) that matures in December 2028, unless extended in accordance

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 agreement, 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 $128.0 million as of June 30, 2026.

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, and both interest and fees are payable on a monthly basis. The interest rate on outstanding amounts under the facility was 5.10% as of June 30, 2026 and 5.45% as of December 31, 2025.

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 our 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 on the consolidated statements of cash flows, while borrowings and repayments associated with the Securitization Facility are included in net cash used by financing activities.

NOTE 12: 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 provisions may address risks such as undisclosed damage to the assets, environmental liabilities, including obligations to investigate or remediate contamination at waste disposal sites or former 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 June 30, 2026 or December 31, 2025.

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 June 30, 2026 and December 31, 2025, we had no material obligations related to such guarantees, and accordingly, no associated liability was 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 $4.9 million as of June 30, 2026 and $9.6 million as of December 31, 2025, 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. 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 future periods.

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

New finance lease – In April 2026, we entered into a 16-year facility lease, classified as a finance lease, which commenced in June 2026. Upon commencement, we recognized a right-of-use asset and corresponding lease liability of $49.6 million, reflecting a discount rate of 6.9%. The asset is included in property, plant and equipment on the consolidated balance sheet, the current portion of the liability is included in accrued liabilities, and the non-current portion of the liability is included in finance lease liabilities. The aggregate undiscounted lease payments total $88.3 million over the lease term, with $3.0 million due in 2027, $4.6 million due in 2028, $4.8 million due in 2029, $5.0 million due in 2030, $5.1 million due in 2031, and the remainder due thereafter.

NOTE 13: 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 marketing, 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 products and digital storefront solutions.

Segment accounting policies– The accounting policies applied to our segments are consistent with those outlined in the Notes to Consolidated Financial Statements included in the 2025 Form 10-K. Corporate costs for shared services are allocated to the 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. 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 during the six months ended June 30, 2026 or June 30, 2025.

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 interest expense, income tax expense, depreciation and amortization 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 provides the CODM with a basis for evaluating segment performance relative to the industry 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 asset information for purposes of investment or operating decisions.

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Segment results–The following table presents segment information for the quarters and six months ended June 30, 2026 and June 30, 2025:

Quarter Ended June 30,Six Months Ended June 30,
(in millions)2026202520262025
Merchant Services:
Revenue$107.6$101.4$212.5$199.2
Other segment items(82.5)(79.7)(160.7)(156.1)
Adjusted EBITDA25.121.751.843.1
B2B Payments:
Revenue$73.5$71.0$147.1$141.1
Other segment items(55.2)(55.4)(111.6)(112.2)
Adjusted EBITDA18.315.635.528.9
Data Solutions:
Revenue$82.3$67.8$179.7$145.1
Other segment items(64.2)(47.4)(138.7)(105.1)
Adjusted EBITDA18.120.441.040.0
Print:
Revenue$235.9$281.1$498.1$572.3
Other segment items(149.9)(190.7)(326.4)(391.1)
Adjusted EBITDA86.090.4171.7181.2
Total segments:
Revenue$499.3$521.3$1,037.4$1,057.7
Other segment items(351.8)(373.2)(737.4)(764.5)
Adjusted EBITDA147.5148.1300.0293.2

The CODM does not review segment expense information. Instead, he receives commentary that discusses variances between planned, forecasted, or prior year adjusted EBITDA amounts. This commentary may include discussion of relevant expense categories, which can vary from period to period based on the drivers of the variances. Additionally, the CODM reviews consolidated expense information as presented in our consolidated financial statements, as well as consolidated expenses for our various 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. For Merchant Services, cost of revenue also includes residuals paid to independent sales organizations. 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 CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Reconciliation to consolidated income before income taxes–The following table presents the reconciliation of total segment adjusted EBITDA to consolidated income before income taxes:

Quarter EndedJune 30,Six Months EndedJune 30,
(in millions)2026202520262025
Total segment adjusted EBITDA$147.5$148.1$300.0$293.2
Corporate operations(38.7)(41.6)(73.3)(86.6)
Depreciation and amortization expense(36.2)(33.5)(72.9)(68.8)
Interest expense(28.0)(30.9)(55.6)(62.2)
Net income attributable to non-controlling interest0.1—0.10.1
Restructuring and integration expense(2.0)(4.2)(5.8)(12.7)
Share-based compensation expense(6.5)(6.2)(13.2)(11.6)
Acquisition transaction costs(5.6)—(5.6)—
Certain legal, environmental and other expense(0.5)—(2.1)(0.5)
Gain on sale of businesses and long-lived assets——5.1—
Income before income taxes$30.1$31.7$76.7$50.9

Disaggregated revenue information–The following tables present revenue disaggregated by our product and service offerings:

(in millions)Merchant ServicesB2BPaymentsDataSolutionsPrintConsolidated
Checks$—$—$—$165.5$165.5
Merchant services solutions107.6———107.6
Data-driven marketing——77.7—77.7
Treasury management solutions—57.1——57.1
Forms and other business products———39.439.4
Promotional solutions———31.031.0
Other payment solutions—16.4——16.4
Other web-based solutions——4.6—4.6
Total revenue$107.6$73.5$82.3$235.9$499.3
(in millions)Merchant ServicesB2BPaymentsDataSolutionsPrintConsolidated
Checks$—$—$—$173.7$173.7
Merchant services solutions101.4———101.4
Data-driven marketing——63.0—63.0
Treasury management solutions—54.5——54.5
Forms and other business products———54.254.2
Promotional solutions———53.253.2
Other payment solutions—16.5——16.5
Other web-based solutions——4.8—4.8
Total revenue$101.4$71.0$67.8$281.1$521.3

DELUXE CORPORATIONCONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(in millions)Merchant ServicesB2BPaymentsDataSolutionsPrintConsolidated
Checks$—$—$—$331.5$331.5
Merchant services solutions212.5———212.5
Data-driven marketing——170.1—170.1
Treasury management solutions—114.9——114.9
Forms and other business products———91.791.7
Promotional solutions———74.974.9
Other payment solutions—32.2——32.2
Other web-based solutions——9.6—9.6
Total revenue$212.5$147.1$179.7$498.1$1,037.4
(in millions)Merchant ServicesB2BPaymentsDataSolutionsPrintConsolidated
Checks$—$—$—$348.9$348.9
Merchant services solutions199.2———199.2
Data-driven marketing——135.0—135.0
Treasury management solutions—108.8——108.8
Forms and other business products———114.7114.7
Promotional solutions———108.7108.7
Other payment solutions—32.3——32.3
Other web-based solutions——10.1—10.1
Total revenue$199.2$141.1$145.1$572.3$1,057.7

NOTE 14: SUBSEQUENT EVENT

On July 31, 2026, we completed the acquisition of Celero Commerce, a financial technology company providing integrated payment processing solutions for small to mid-sized businesses through a diversified distribution network of bank, software, independent partner, and direct sales channels. Additional information regarding the acquisition and related financing arrangements is included in Note 6: Acquisition and Divestitures and in Note 11: Debt.

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