EVERTEC, Inc.

Previous wording

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) covers: (i) the results of operations for the three and six months ended June 30, 2025 and 2024 and (ii) the financial condition as of June 30, 2025. You should read the following discussion and analysis in conjunction with the audited consolidated financial statements (the “Audited Consolidated Financial Statements”) and related notes for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 3, 2025 and with the unaudited condensed consolidated financial statements (the “Unaudited Condensed Consolidated Financial Statements”) and related notes appearing elsewhere herein. This MD&A contains forward-looking statements that involve risks and uncertainties. Our actual results may differ from those indicated in the forward-looking statements. See “Forward-Looking Statements” for a discussion of the risks, uncertainties and assumptions associated with these statements.

Current wording

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) covers: (i) the results of operations for the three and nine months ended September 30, 2025 and 2024 and (ii) the financial condition as of September 30, 2025. You should read the following discussion and analysis in conjunction with the audited consolidated financial statements (the “Audited Consolidated Financial Statements”) and related notes for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 3, 2025 and with the unaudited condensed consolidated financial statements (the “Unaudited Condensed Consolidated Financial Statements”) and related notes appearing elsewhere herein. This MD&A contains forward-looking statements that involve risks and uncertainties. Our actual results may differ from those indicated in the forward-looking statements. See “Forward-Looking Statements” for a discussion of the risks, uncertainties and assumptions associated with these statements.

Previous wording

EVERTEC is a leading full-service transaction-processing business and financial technology provider in Latin America, Puerto Rico and the Caribbean, providing a broad range of merchant acquiring, payment services and business solutions. We believe we are one of the largest merchant acquirers in Latin America based on total number of transactions and we also believe we are the largest merchant acquirer in the Caribbean. We serve 26 countries out of 24 offices, including our headquarters in Puerto Rico. We own and operate the ATH network, which we believe is one of the leading debit networks in Brazil. We process over ten billion transactions annually through a system of electronic payment networks in Puerto Rico and Latin America and provide a comprehensive suite of services for core banking, cash processing, fulfillment in Puerto Rico and a "one stop shop" set of products for the financial sector in Latin America, which include solutions such as core banking, investments, asset management, pension funds and consortium. Additionally, we offer managed services, managed security services and payment transactions fraud monitoring to all the regions where we do business. We serve a diversified customer base of leading financial institutions, merchants, corporations, and government agencies with “mission-critical” technology solutions that enable them to issue, process and accept transactions securely. We believe our business is well-positioned to continue to expand across the fast-growing Latin America region.

Current wording

EVERTEC is a leading full-service transaction-processing business and financial technology provider in Latin America, Puerto Rico and the Caribbean, providing a broad range of merchant acquiring, payment services and business solutions. We believe we are one of the largest merchant acquirers in Latin America based on total number of transactions and we also believe we are the largest merchant acquirer in the Caribbean. We serve 26 countries out of 24 offices, including our headquarters in Puerto Rico. We own and operate the ATH network, which we believe is one of the leading debit networks in Latin America. We process over ten billion transactions annually through a system of electronic payment networks in Puerto Rico and Latin America and provide a comprehensive suite of services for core banking, cash processing, fulfillment in Puerto Rico and a "one stop shop" set of products for the financial sector in Latin America, which include solutions such as core banking, investments, asset management, pension funds and consortium. Additionally, we offer managed services, managed security services and payment transactions fraud monitoring to all the regions where we do business. We serve a diversified customer base of leading financial institutions, merchants, corporations, and government agencies with “mission-critical” technology solutions that enable them to issue, process and accept transactions securely. We believe our business is well-positioned to continue to expand across the fast-growing Latin America region.

Previous wording

On September 30, 2010, EVERTEC Group entered into a 15-year Master Service Agreement ("MSA"), and several related agreements with Popular. On July 1, 2022, we modified and extended the main commercial agreements with Popular, including obtaining a 10-year extension of the Merchant Acquiring Independent Sales Organization Agreement, a 5-year extension of the ATH Network Participation Agreement and a 3-year extension of the MSA (as amended, the "A&R ISO Agreement"). The A&R ISO Agreement, which defines our merchant acquiring relationship with Popular, now includes revenue sharing provisions with Popular. The MSA modifications also include the elimination of the exclusivity requirement, the inclusion of annual MSA minimums through September 30, 2028, a 10% discount on certain MSA services beginning in October of 2025 and adjustments to the CPI pricing escalator clause. On the same date, we also sold to Popular certain assets in exchange for 4.6 million shares of EVERTEC common stock owned by Popular (collectively with the contract amendments, the "Popular Transaction"). On August 15, 2022, through a secondary offering, Popular sold its remaining shares of EVERTEC common stock. EVERTEC is no longer deemed a subsidiary of Popular under the Bank Holding Company Act. Popular continues to be the Company’s largest customer and for the six months ended June 30, 2025 approximately 31% of our revenues were generated from this relationship.

Current wording

On September 30, 2010, EVERTEC Group entered into a 15-year Master Service Agreement ("MSA"), and several related agreements with Popular. On July 1, 2022, we modified and extended the main commercial agreements with Popular, including obtaining a 10-year extension of the Merchant Acquiring Independent Sales Organization Agreement, a 5-year extension of the ATH Network Participation Agreement and a 3-year extension of the MSA (as amended, the "A&R ISO Agreement"). The A&R ISO Agreement, which defines our merchant acquiring relationship with Popular, now includes revenue sharing provisions with Popular. The MSA modifications also include the elimination of the exclusivity requirement, the inclusion of annual MSA minimums through September 30, 2028, a 10% discount on certain MSA services beginning in October of 2025 and adjustments to the CPI pricing escalator clause. On the same date, we also sold to Popular certain assets in exchange for 4.6 million shares of EVERTEC common stock owned by Popular (collectively with the contract amendments, the "Popular Transaction"). On August 15, 2022, through a secondary offering, Popular sold its remaining shares of EVERTEC common stock. EVERTEC is no longer deemed a subsidiary of Popular under the Bank Holding Company Act. Popular continues to be the Company’s largest customer and for the nine months ended September 30, 2025 approximately 30% of our revenues were generated from this relationship.

Previous wording

Total revenue for the three months ended June 30, 2025 was $229.6 million, an increase of 8% compared with $212.0 million in in the prior year quarter driven by organic growth in all of the Company's segments and the contribution from the acquisitions completed in the fourth quarter of 2024. Merchant acquiring revenue benefited from an improvement in spread as we continue to benefit from pricing initiatives implemented in the prior year. Payments Puerto Rico revenue benefited from increased revenues from ATH Movil, and transaction growth. Latin America revenue benefited from continued organic growth across the entire region and the contribution from acquisitions completed in the prior year. Business Solutions revenue increased as a result of projects completed throughout the prior year and an increase in IT consulting services.

Current wording

Total revenue for the three months ended September 30, 2025 was $228.6 million, an increase of 8% compared with $211.8 million in in the prior year quarter driven by organic growth across all of the Company's segments and the contribution from the acquisitions completed in the fourth quarter of 2024. Merchant acquiring revenue benefited from higher sales volume and higher non-transactional revenues, partially offset by a slight decrease in spread. Payments Puerto Rico revenue benefited from ATH Movil transaction and sales volume growth, primarily in the ATH Business. Latin America revenue benefited from strong performance in Brazil, continued organic growth across the entire region and the contribution from acquisitions completed in the prior year. Business Solutions revenue increased as a result of projects completed during the quarter and an increase in hardware sales.

Previous wording

Cost of revenues, exclusive of depreciation and amortization, for the six months ended June 30, 2025 amounted to $224.7 million, an increase of $24.7 million or 12% when compared to the same period in the prior year. This increase was primarily related to the increase in cost of sales in connection with hardware and software sales, an increase in personnel costs, partially due to the increased headcount from acquisitions completed in the fourth quarter of the prior year, higher professional fees related to strategic projects and an increase in cloud services, partially offset by the reversal of contingency accruals.

Current wording

Cost of revenues, exclusive of depreciation and amortization, for the three months ended September 30, 2025 amounted to $124.7 million, an increase of $22.2 million or 22% when compared to the same period in the prior year. This increase was primarily related to the accrual associated with potential contractual claims related to client losses from the Pix incident in Brazil, increases in software maintenance expense, cloud expenses, and an increase in personnel costs, partially due to the increased headcount from acquisitions completed in the fourth quarter of the prior year and higher professional services related to strategic projects.

Previous wording

Depreciation and amortization expense for the three months ended June 30, 2025 amounted to $28.3 million, a decrease of $4.6 million or 14% when compared to the same period in the prior year. The decrease was primarily driven by intangible assets that became fully amortized during the prior year.

Current wording

Depreciation and amortization expense for the three months ended September 30, 2025 amounted to $28.4 million, a decrease of $5.2 million or 16% when compared to the same period in the prior year. The decrease was primarily driven by intangible assets that became fully amortized during the prior year.

Previous wording

Non-operating expenses for the three months ended June 30, 2025 increased by $1.4 million to $11.1 million when compared to the same period in the prior year. The increase was mainly related to a $1.9 million decrease in other income, net, mostly driven by a decrease in the prior year in the estimated payout of deferred consideration from business combinations, and a decrease in foreign currency remeasurement gain of $1.1 million in the current year quarter. These were partially offset by a decrease in interest expense of $2.0 million driven by a lower interest rate and the debt repricing completed in the prior year.

Current wording

Non-operating expenses for the three months ended September 30, 2025 decreased by $10.3 million to $4.3 million when compared to the same period in the prior year. The decrease was mainly related to a $6.5 million increase in other income, net, mainly related to the $5.7 million net gain on the sale of tax credits, a decrease in interest expense of $2.2 million driven by lower interest rates and repricing of our debt completed during the year coupled with a decrease in foreign currency remeasurement loss of $1.1 million in the current year quarter.

Previous wording

Income tax expense for the three months ended June 30, 2025 amounted to $4.1 million, compared to an income tax expense in the prior year quarter of $1.1 million. The effective tax rate for the period was 9.0%, compared with 3.3% in the prior year period. The increase in the effective tax rate was primarily driven by growth in Latin America jurisdictions, which have higher tax rates, and lower interest expense driven by a lower interest rate and the debt repricing completed in the prior year, coupled with the non-recurring reversal of a potential liability for uncertain tax positions as a result of the expiration of the statute of limitation during the prior year.

Current wording

Income tax expense in the prior year amounted to $1.7 million compared to a modest income tax benefit for the three months ended September 30, 2025. The effective tax rate for the period was (0.1)%, compared with 6.3% in the prior year period. The decrease in the effective tax rate was primarily attributed to incremental tax deductions associated with potential contractual claims related to client losses from the Pix incident in Brazil, as well as the recognition of a non-taxable gain from the sale of tax credits during the quarter. These benefits were partially offset by the growth in Latin America jurisdictions, which have higher tax rates, and the lower interest expense driven by the repricing of the Company’s debt.

Previous wording

Total revenue for the six months ended June 30, 2025 was $458.4 million, an increase of 10% compared with $417.3 million in the prior year period for the same reasons explained above for the quarter. Merchant acquiring and Payments Puerto Rico revenue growth was driven by the same factors explained above for the quarter. Latin America revenues were positively impacted by the contribution from acquisitions completed in the prior year, continued organic growth across the region, and the benefit from pricing initiatives. Business Solutions revenue increased as a result of projects completed throughout the prior year, an increase in IT consulting services and an increase in hardware and software sales.

Current wording

Total revenue for the nine months ended September 30, 2025 was $687.0 million, an increase of 9% compared with $629.1 million in the prior year period. Merchant acquiring revenue benefited from the positive impact from sales volume growth. Payments Puerto Rico revenue growth was driven by the same factors explained above for the quarter. Latin America revenues were positively impacted by the contribution from acquisitions completed in the prior year, continued organic growth across the region, and the benefit from pricing initiatives. Business Solutions revenue increased as a result of projects completed throughout the current quarter and prior year and an increase in hardware and software sales.

Previous wording

Cost of revenues, exclusive of depreciation and amortization, for the three months ended June 30, 2025 amounted to $110.1 million, an increase of $12.6 million or 13% when compared to the same period in the prior year. This increase was primarily related to an increase in cloud services, increased cost of sales, an increase in software maintenance expense, higher professional fees related to strategic projects and an increase in personnel costs, partially due to the increased headcount from acquisitions completed in the fourth quarter of the prior year, partially offset by the reversals of contingency accruals.

Current wording

Cost of revenues, exclusive of depreciation and amortization, for the nine months ended September 30, 2025 amounted to $349.4 million, an increase of $47.0 million or 16% when compared to the same period in the prior year. This increase was primarily related to the accrual associated with potential contractual claims related to client losses from the Pix incident in Brazil, an increase in cost of sales, an increase in personnel costs, partially due to acquisitions completed in the fourth quarter of the prior year coupled with higher professional services related to strategic projects and an increase in cloud services.

Previous wording

Selling, general and administrative expenses for the six months ended June 30, 2025 amounted to $71.3 million, a decrease of $2.5 million or 3% when compared to the same period in the prior year. This decrease was mainly driven by lower professional fees, partially offset by an increase in personnel costs.

Current wording

Selling, general and administrative expenses for the nine months ended September 30, 2025 amounted to $109.0 million, an increase of $1.1 million or 1% when compared to the same period in the prior year. This increase was mainly driven by an increase in personnel costs as well as an increase in equipment expenses mainly related to cloud services partially offset by lower professional fees.

Previous wording

Depreciation and amortization expense for the six months ended June 30, 2025 amounted to $56.8 million, a decrease of $10.6 million or 16% when compared to the same period in the prior year. The decrease was primarily driven by intangible assets that became fully amortized during the prior year.

Current wording

Depreciation and amortization expense for the nine months ended September 30, 2025 amounted to $85.2 million, a decrease of $15.8 million or 16% when compared to the same period in the prior year. The decrease was primarily driven by the same factors explained above for the quarter.

Previous wording

Non-operating expenses for the six months ended June 30, 2025 decreased by $2.5 million to $23.4 million when compared to the same period in the prior year. The decrease was mainly related to a decrease in interest expense of $4.9 million driven by a lower interest rate and the debt repricing completed in the prior year and a decrease in foreign currency remeasurement losses of $2.6 million, as the current year has a gain compared with losses in the prior year. This impact was partially offset by a decrease in Other income, net as the prior year included realized gains of $2.8 million from changes in fair value of equity securities, while no such gains were recognized in the current year. Additionally, the prior year benefited from a decrease in the estimated payout of deferred consideration related to business combinations.

Current wording

Non-operating expenses for the nine months ended September 30, 2025 decreased by $12.8 million to $27.7 million when compared to the same period in the prior year. The decrease was mainly related to a decrease in interest expense of $7.1 million driven by a lower interest rates and repricing of our debt completed in the prior and current year, a $5.7 million net gain on the sale of tax credits partially offset by prior year which included realized gains of $3.7 million from changes in fair value of equity securities, and a decrease in foreign currency remeasurement losses of $3.6 million, as the current year has a gain compared with losses in the prior year.

Previous wording

Income tax expense for the six months ended June 30, 2025 amounted to $8.2 million, compared to $1.4 million in the prior year. The effective tax rate for the period was 9.0%, compared with 2.8% in the prior year period. The increase in the effective tax rate was primarily driven by growth in Latin America jurisdictions, which have higher tax rates, lower interest expense driven by a lower interest rate and the debt repricing completed in the prior year, a non-recurring discrete item recorded during the current year, coupled with the non-recurring reversal of a potential liability for uncertain tax positions as a result of the expiration of the statute of limitation during the prior year.

Current wording

Income tax expense for the nine months ended September 30, 2025 amounted to $8.2 million, compared to $3.1 million in the prior year. The effective tax rate for the period was 7.1%, compared with 4.0% in the prior year period. The increase in the effective tax rate was primarily driven by growth in Latin America jurisdictions, which have higher tax rates, lower interest

Previous wording

Payment Services - Puerto Rico & Caribbean segment revenues for the three months ended June 30, 2025 increased by $2.2 million to $56.4 million when compared to the same period in the prior year. The increase in revenues was primarily driven by continued growth from ATH Movil, primarily ATH Business, as well as transaction growth partially offset by lower revenue from services provided to the Latin America Payments and Solutions segment. Segment Adjusted EBITDA increased by $1.7 million to $33.0 million, driven by revenue growth, which was partially offset by higher infrastructure and maintenance expenses.

Current wording

Payment Services - Puerto Rico & Caribbean segment revenues for the three months ended September 30, 2025 increased by $2.5 million to $55.2 million when compared to the same period in the prior year. The increase in revenues was primarily driven by ATH Movil transactions and sales volume growth, mainly in ATH Business, as well as POS transaction growth. Segment Adjusted EBITDA increased by $1.5 million to $29.9 million, driven by revenue growth, coupled with lower infrastructure and maintenance expenses.

Previous wording

Latin America Payments and Solutions segment revenues for the three months ended June 30, 2025 increased by $11.4 million to $86.1 million when compared to the same period in the prior year, driven by organic revenue growth across the region and the contribution from acquisitions completed in the fourth quarter of 2024, which are contributing at a higher margin, partially offset by the impact from foreign currency exchange and client attrition. Segment Adjusted EBITDA increased by $5.9 million primarily driven by the increase in revenues and a decrease in charges from the Payments Puerto Rico segment due to the decrease in transactions processed.

Current wording

Latin America Payments and Solutions segment revenues for the three months ended September 30, 2025 increased by $14.3 million to $90.4 million when compared to the same period in the prior year, driven by the strong performance in Brazil, the continued organic growth across the entire region and the contribution from acquisitions completed in the fourth quarter of 2024, which are contributing at a higher margin, partially offset by the impact from foreign currency exchange and client attrition. Segment Adjusted EBITDA increased by $3.7 million primarily driven by the increase in revenues partially offset by the impact of the one-time $1.8 million adjustment for GetNet Chile in the prior year which was 100% accretive to margin.

Previous wording

Business Solutions segment revenues for the six months ended June 30, 2025 increased by $9.6 million to $64.5 million as compared to the prior year period. This increase was primarily driven by projects completed in the prior year, mainly for Popular, an increase in hardware and software sales and an increase in IT consulting services. Segment Adjusted EBITDA decreased by $4.6 million as compared to the prior year period primarily due to prior year period primarily due to an increase in cost of sales driven by the increase in hardware and software sales, an increase in software maintenance and cloud expenses and incremental professional fees for strategic projects.

Current wording

Business Solutions segment revenues for the three months ended September 30, 2025 increased by $0.6 million to $61.7 million as compared to the prior year period. This increase was primarily driven by projects completed in the current year and higher hardware sales, partially offset by a credit to a managed services contract. Segment Adjusted EBITDA decreased by $0.4 million as compared to the prior year period driven by an increase in hardware sales, partially offset by lower programming related expenses.

Previous wording

Payment Services - Puerto Rico & Caribbean segment revenues for the six months ended June 30, 2025 increased by $4.3 million to $111.6 million when compared to the same period in the prior year, primarily due to the same factors explained above for the quarter. Segment Adjusted EBITDA increased by $1.1 million to $64.5 million, driven by revenue growth, which was partially offset by higher infrastructure, maintenance and programming expenses.

Current wording

Payment Services - Puerto Rico & Caribbean segment revenues for the nine months ended September 30, 2025 increased by $6.8 million to $166.8 million when compared to the same period in the prior year, primarily due to the same factors explained above for the quarter, partially offset by lower revenue from services provided to the Latin America Payments and Solutions segment. Segment Adjusted EBITDA increased by $4.3 million to $94.3 million, driven by revenue growth, which was partially offset by higher infrastructure, maintenance and programming expenses.

Previous wording

Latin America Payments and Solutions segment revenues for the six months ended June 30, 2025 increased by $20.9 million to $169.8 million when compared to the same period in the prior year, driven by organic revenue growth, which benefited from pricing initiatives, the contribution from acquisitions completed in the fourth quarter of 2024, which are contributing at a higher margin, and non-recurring revenue recognized in the first half of the year, partially offset by the impact from foreign currency exchange and client attrition. Segment Adjusted EBITDA increased by $14.4 million primarily driven by the same factors explained above for the quarter and higher reversals of contingency accruals.

Current wording

Latin America Payments and Solutions segment revenues for the nine months ended September 30, 2025 increased by $35.3 million to $260.2 million when compared to the same period in the prior year, driven by the same factors explained above for the quarter and non-recurring revenue recognized in the first half of the year. Segment Adjusted EBITDA increased by $18.1 million primarily driven by the same factors explained above for the quarter and a decrease in charges from the Payments Puerto Rico segment due to the decrease in transactions processed.

Previous wording

Merchant Acquiring segment revenues for the three months ended June 30, 2025 increased by $2.0 million to $47.3 million when compared to the same period in the prior year. The revenue increase was primarily driven by an improvement in spread driven by pricing initiatives implemented in the prior year and sales volume growth. Segment Adjusted EBITDA increased by $1.8 million to $20.0 million driven by the increase in revenues, partially offset by processing costs as a result of higher transactions and an increase in revenue sharing expense.

Current wording

Merchant Acquiring segment revenues for the nine months ended September 30, 2025 increased by $7.8 million to $141.7 million when compared to the same period in the prior year. The revenue increase was primarily driven by an improvement in sales volume growth. Segment Adjusted EBITDA increased by $6.2 million to $59.0 million driven by the increase in revenues, partially offset by processing costs as a result of higher transactions and an increase in revenue sharing expense.

Previous wording

Business Solutions segment revenues for the three months ended June 30, 2025 increased by $2.2 million to $64.5 million as compared to the prior year period. This increase was primarily driven by projects completed in the prior year, mainly for Popular, and an increase in IT consulting services in the current year quarter. Segment Adjusted EBITDA decreased by $3.8 million as compared to the prior year period primarily due to an increase in cost of sales, an increase in software maintenance and cloud expenses and incremental professional fees for strategic projects.

Current wording

Business Solutions segment revenues for the nine months ended September 30, 2025 increased by $10.2 million to $191.8 million as compared to the prior year period. This increase was primarily driven by projects completed in the prior and current year, an increase in hardware and software sales and an increase in consulting services. Segment Adjusted EBITDA decreased by $5.0 million as compared to the prior year period primarily due to an increase in software maintenance and cloud expenses and incremental professional fees for strategic projects.

Previous wording

As of June 30, 2025, there were no material changes to our primary short-term and long-term requirements for liquidity and capital resources as disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 3, 2025. Our principal source of liquidity is cash generated from operations, and our primary liquidity requirements are the funding of working capital needs, capital expenditures, acquisitions, dividend payments, share repurchases and debt service. We also have a $200.0 million Revolving Facility, of which $193.9 million was available for borrowing as of June 30, 2025. The Company issues letters of credit against our Revolving Facility which reduce our availability of funds to be drawn.

Current wording

As of September 30, 2025, there were no material changes to our primary short-term and long-term requirements for liquidity and capital resources as disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 3, 2025. Our principal source of liquidity is cash generated from operations, and our primary liquidity requirements are the funding of working capital needs, capital expenditures, acquisitions, dividend payments, share repurchases and debt service. At September 30, 2025 the outstanding balance of the Revolving Facility was $150.0 million and the additional borrowing capacity was $43.9 million, considering outstanding letters of credit. The Company issues letters of credit against our Revolving Facility which reduce our availability of funds to be drawn.

Previous wording

As of June 30, 2025, we had cash and cash equivalents of $290.6 million, of which $229.8 million resides in our subsidiaries located outside of Puerto Rico for purposes of (i) funding the respective subsidiary’s current business operations and (ii) funding potential future investment outside of Puerto Rico. We intend to reinvest these funds outside of Puerto Rico, and based on our liquidity forecast, we will not need to repatriate this cash to fund the Puerto Rico operations or to meet debt-service obligations. However, if in the future we determine that we no longer need to maintain cash balances within our foreign subsidiaries, we may elect to distribute such cash to the Company in Puerto Rico. Distributions from the foreign subsidiaries to Puerto Rico may be subject to tax withholding and other tax consequences. Additionally, our credit agreement imposes certain restrictions on the distribution of dividends from subsidiaries.

Current wording

As of September 30, 2025, we had cash and cash equivalents of $474.7 million, of which $396.1 million resides in our subsidiaries located outside of Puerto Rico for purposes of (i) funding the respective subsidiary’s current business operations and (ii) funding potential future investment outside of Puerto Rico. We intend to reinvest these funds outside of Puerto Rico, and based on our liquidity forecast, we will not need to repatriate this cash to fund the Puerto Rico operations or to meet debt-service obligations. However, if in the future we determine that we no longer need to maintain cash balances within our foreign subsidiaries, we may elect to distribute such cash to the Company in Puerto Rico. Distributions from the foreign subsidiaries to Puerto Rico may be subject to tax withholding and other tax consequences. Additionally, our credit agreement imposes certain restrictions on the distribution of dividends from subsidiaries.

Previous wording

Net cash provided by operating activities for the six months ended June 30, 2025 was $86.1 million compared to $131.3 million for the same period in the prior year, driven by working capital requirements.

Current wording

Net cash provided by operating activities for the nine months ended September 30, 2025 was $157.0 million compared to $184.9 million for the same period in the prior year, driven by working capital requirements.

Previous wording

Net cash used in investing activities for the six months ended June 30, 2025 was $42.7 million compared to $50.2 million for the same period in the prior year and a result of a decrease of $14.0 million in additions to software and purchases of property, plant and equipment, partially offset by proceeds from the sale of equity securities in the prior year of $5.9 million, while none in the current year.

Current wording

Net cash used in investing activities for the nine months ended September 30, 2025 was $69.6 million compared to $65.5 million for the same period in the prior year. This increase was primarily related to an increase of $2.1 million in additions to software and the purchase of $1.8 million in available-for-sale debt securities during the period, partially offset by lower property and equipment acquired during the period.

Previous wording

Net cash used in financing activities for the six months ended June 30, 2025 was $40.3 million compared to $85.8 million for the same period in the prior year, as the prior year included cash used to fund the accelerated share repurchase program of $70 million in addition to a decrease in other financing activities of $2.8 million. During the current year period there was a decrease in cash provided from settlement activities of $19.5 million and the Company exercised the right to acquire the remaining non-controlling interest in a company in Brazil for $5.2 million.

Current wording

Net cash provided by financing activities for the nine months ended September 30, 2025 was $89.1 million, compared with cash used of $130.3 million for the same period in the prior year. The net cash provided by financing activities reflected the impact a $150.0 million draw on the Revolving Facility in connection with the acquisition of Tecnobank, partially offset by $8.2 million in cash used in settlement activities and the acquisition of the remaining non-controlling interest in a company in Brazil for $5.2 million. Additionally the current year period reflects a decrease in share repurchases of $78.6 million as the prior year included cash used to fund the accelerated share repurchase program of $70 million.

Previous wording

Our principal capital expenditures are for hardware and computer software (purchased and internally developed) and additions to our property and equipment. During the six months ended June 30, 2025 and 2024, we invested approximately $42.3 million and $56.3 million in our capital resources, respectively. Generally, we fund capital expenditures with cash generated from operations and, if necessary, borrowings under our Revolving Facility.

Current wording

Our principal capital expenditures are for hardware and computer software (purchased and internally developed) and additions to our property and equipment. During the nine months ended September 30, 2025 and 2024, we invested approximately $67.9 million and $69.8 million in our capital resources, respectively. Generally, we fund capital expenditures with cash generated from operations and, if necessary, borrowings under our Revolving Facility.

Previous wording

On February 20, 2025, the Company's Board declared quarterly cash dividends of $0.05 per share of common stock, which was paid on March 21, 2025 to stockholders of record as of March 3, 2025. On May 2, 2025, the Board declared a regular quarterly cash dividend of $0.05 per share which was paid on June 6, 2025 to stockholders of record as of the close of business on May 13, 2025. On July 24, 2025, our Board declared a regular quarterly cash dividend of $0.05 per share on the Company’s outstanding shares of common stock. The dividend is expected to be paid on September 5, 2025 to stockholders of record as of the close of business on August 4, 2025. The Board anticipates declaring this dividend in future quarters on a regular basis; however future declarations of dividends are subject to the Board’s approval and may be adjusted as business needs or market conditions change.

Current wording

On October 23, 2025, our Board declared a regular quarterly cash dividend of $0.05 per share on the Company’s outstanding shares of common stock. The dividend is expected to be paid on December 5, 2025 to stockholders of record as of the close of business on November 3, 2025. The Board anticipates declaring this dividend in future quarters on a regular basis; however future declarations of dividends are subject to the Board’s approval and may be adjusted as business needs or market conditions change.

Previous wording

On December 1, 2022, EVERTEC and EVERTEC Group, entered into a credit agreement with a syndicate of lenders and Truist Bank, as administrative agent and collateral agent, providing for a $415.0 million term loan A facility (the “TLA Facility”) that matures on December 1, 2027, and a $200.0 million revolving credit facility (the “Revolving Facility”) that matures on December 1, 2027 (the “Credit Agreement”). On October 30, 2023, EVERTEC and EVERTEC Group entered into a first amendment to the Credit Agreement with a syndicate of lenders and Truist, as administrative agent and collateral agent, providing for (i) additional term A loans in the amount of $60.0 million and a new tranche of term loan B commitments in the amount of $600.0 million maturing October 30, 2030 (the “TLB Facility”). On May 16, 2024 and November 26, 2024, EVERTEC and EVERTEC Group entered into second and third amendments to its Credit Agreement, each providing for a pricing reduction to its TLB Facility. Unless otherwise indicated, the terms and conditions detailed below apply to both TLA Facility and TLB Facility (together, the “Term Loan Facilities”).

Current wording

On December 1, 2022, EVERTEC and EVERTEC Group, entered into a credit agreement with a syndicate of lenders and Truist Bank, as administrative agent and collateral agent, providing for a $415.0 million term loan A facility (the “TLA Facility”) that matures on December 1, 2027, and a $200.0 million revolving credit facility (the “Revolving Facility”) that matures on December 1, 2027 (the “Credit Agreement”). On October 30, 2023, EVERTEC and EVERTEC Group entered into a first amendment to the Credit Agreement with a syndicate of lenders and Truist, as administrative agent and collateral agent, providing for (i) additional term A loans in the amount of $60.0 million and a new tranche of term loan B commitments in the amount of $600.0 million maturing October 30, 2030 (the “TLB Facility”). On May 16, 2024, November 26, 2024 and August 12, 2025, EVERTEC and EVERTEC Group entered into second, third and fourth amendments to its Credit Agreement, each providing for a pricing reduction to its TLB Facility. Unless otherwise indicated, the terms and conditions detailed below apply to both TLA Facility and TLB Facility (together, the “Term Loan Facilities”).

Previous wording

At June 30, 2025, the unpaid principal balance of the TLA Facility and TLB Facility were $417.7 million and $540.0 million, respectively. The additional borrowing capacity for the Revolving Facility at March 31, 2025 was $193.9 million, considering letters of credit issued. The Company issues letters of credit against the Revolving Facility which reduce the additional borrowing capacity of the Revolving Facility.

Current wording

At September 30, 2025, the unpaid principal balance of the TLA Facility and TLB Facility were $411.7 million and $540.0 million, respectively. At September 30, 2025 the outstanding balance of the Revolving Facility was $150.0 million and the additional borrowing capacity was $43.9 million, considering outstanding letters of credit. The Company issues letters of credit against the Revolving Facility which reduce the additional borrowing capacity of the Revolving Faci lity.

Previous wording

As part of the Company’s merger and acquisition activities, the Company may enter into agreements by which a portion of the purchase price is financed directly by the seller. At June 30, 2025 and December 31, 2024, the unpaid principal balance of these agreements amounted to $6.5 million and $9.9 million, respectively. Obligations bear interest at rates ranging from 5.6% to 12.9% with maturities ranging from October 2025 through March 2027. The current portion of the deferred consideration is included in accounts payable and the long-term portion is included in other long-term liabilities on the Company's unaudited condensed consolidated balance sheet.

Current wording

As part of the Company’s merger and acquisition activities, the Company may enter into agreements by which a portion of the purchase price is financed directly by the seller. At September 30, 2025 and December 31, 2024, the unpaid principal balance of these agreements amounted to $6.7 million and $9.9 million, respectively. Obligations bear interest at rates ranging from 6.2% to 13.0% with maturities ranging from October 2025 through March 2027. The current portion of the deferred consideration is included in accounts payable and the long-term portion is included in other long-term liabilities on the Company's unaudited condensed consolidated balance sheet.

Previous wording

In September 2023, EVERTEC Group entered into a non-interest bearing financing agreement amounting to $10.1 million to purchase software and maintenance which the Company recorded on a discounted basis using an implied interest of 6.9%. As of June 30, 2025, the outstanding principal balance of the note payable on a discounted basis was $6.0 million. The current portion of the note is included in accounts payable and the long-term portion is included in other long-term liabilities on the Company's unaudited condensed consolidated balance sheet.

Current wording

In September 2023, EVERTEC Group entered into a non-interest bearing financing agreement amounting to $10.1 million to purchase software and maintenance which the Company recorded on a discounted basis using an implied interest of 6.9%. As of September 30, 2025, the outstanding principal balance of the note payable on a discounted basis was $6.1 million. The current portion of the note is included in accounts payable and the long-term portion is included in other long-term liabilities on the Company's unaudited condensed consolidated balance sheet.

Previous wording

As of June 30, 2025, the Company has three interest rate swap agreements which convert a portion of the interest rate payments on the Company's Term Loan Facilities from variable to fixed. The interest rate swaps are used to hedge the market risk from changes in interest rates corresponding with the Company's variable rate debt. The interest rate swaps are designated as cash flow hedges and are considered highly effective. Cash flows from the interest rate swaps are included in the accrued liabilities and accounts payable line item in the Company's unaudited condensed consolidated statements of cash flows. Changes in the fair value of the interest rate swaps are recognized in other comprehensive income (loss) until the gains or losses are reclassified to earnings. Gains or losses reclassified to earnings are presented within interest expense in the accompanying unaudited condensed consolidated statements of income and comprehensive income (loss).

Current wording

As of September 30, 2025, the Company has three interest rate swap agreements which convert a portion of the interest rate payments on the Company's Facilities from variable to fixed. The interest rate swaps are used to hedge the market risk from changes in interest rates corresponding with the Company's variable rate debt. The interest rate swaps are designated as cash flow hedges and are considered highly effective. Cash flows from the interest rate swaps are included in the accrued liabilities and accounts payable line item in the Company's unaudited condensed consolidated statements of cash flows. Changes in the fair value of the interest rate swaps are recognized in other comprehensive income (loss) until the gains or losses are reclassified to earnings. Gains or losses reclassified to earnings are presented within interest expense in the accompanying unaudited condensed consolidated statements of income and comprehensive income (loss).

Previous wording

At June 30, 2025, the carrying amount of the derivatives included on the Company's unaudited condensed consolidated balance sheet was an asset of $0.2 million and a liability of $5.1 million. At December 31, 2024, the carrying amount of the derivatives was an asset of $4.3 million and a liability of $1.4 million. The fair value of these derivatives are estimated using Level 2 inputs in the fair value hierarchy on a recurring basis. Refer to Note 8 for disclosure of gains (losses) recorded on cash flow hedging activities.

Current wording

At September 30, 2025, the carrying amount of the derivatives included on the Company's unaudited condensed consolidated balance sheet was aliability of $5.2 million. At December 31, 2024, the carrying amount of the derivatives was an asset of $4.3 million and a liability of $1.4 million. The fair value of these derivatives are estimated using Level 2 inputs in the fair value hierarchy on a recurring basis. Refer to Note 8- Equityfor disclosure of gains (losses) recorded on cash flow hedging activities.

Previous wording

During the three and six months ended June 30, 2025, the Company reclassified gains of $0.8 million and $1.5 million, respectively, from accumulated other comprehensive income (loss) into interest expense compared to gains of $1.7 million and $4.1 million, respectively, for the corresponding period in 2024. Based on expected SOFR rates, the Company expects to reclassify gains of $0.4 million from accumulated other comprehensive income (loss) into interest expense over the next 12 months.

Current wording

During the three and nine months ended September 30, 2025, the Company reclassified gains of $0.8 million and $2.3 million, from accumulated other comprehensive income (loss) into interest expense compared to gains of $2.5 million and $6.6 million for the corresponding periods in 2024. Based on expected SOFR rates, the Company expects to reclassify gains of $2.2 million from accumulated other comprehensive income (loss) into interest expense over the next 12 months.

Previous wording

As of June 30, 2025, the total secured net leverage ratio was 1.95 to 1.00. As of the date of filing of this Report, no event has occurred that constitutes an Event of Default or Default.

Current wording

As of September 30, 2025, the total secured net leverage ratio was 1.81 to 1.00. As of the date of filing of this Report, no event has occurred that constitutes an Event of Default or Default.

Previous wording

Adjusted EBITDA is defined as EBITDA further adjusted to exclude certain non-cash items and unusual expenses such as: share-based compensation, restructuring related expenses, fees and expenses from corporate transactions such as M&A activity and financing, equity investment income net of dividends received, and the impact from unrealized gains and losses on foreign currency remeasurement for assets and liabilities in non-functional currency. Segment Adjusted EBITDA which is the measure reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance, is presented in conformity with Accounting Standards Codification 280, Segment Reporting, and for this reason is excluded from the definition of non-GAAP financial measures under the Securities and Exchange Commission's Regulation G and Item 10(e) of Regulation S-K. See Note 15 –Segment Information for further information. The Company’s presentation of Adjusted EBITDA is substantially consistent with the equivalent measurements that are contained in the secured credit facilities in testing EVERTEC Group’s compliance with covenants therein such as the secured leverage ratio. Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of total revenues.

Current wording

Adjusted EBITDA is defined as EBITDA further adjusted to exclude certain non-cash items and unusual expenses such as: share-based compensation, restructuring related expenses, fees and expenses from corporate transactions such as M&A activity and financing, multi-year non-recurring gains recognized in connection with the sale of tax credits, equity investment income net of dividends received, and the impact from unrealized gains and losses on foreign currency remeasurement for assets and liabilities in non-functional currency. Segment Adjusted EBITDA which is the measure reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance, is presented in conformity with Accounting Standards Codification 280, Segment Reporting, and for this reason is excluded from the definition of non-GAAP financial measures under the Securities and Exchange Commission's Regulation G and Item 10(e) of Regulation S-K. See Note 15 –Segment Information for further information. The Company’s presentation of Adjusted EBITDA is substantially consistent with the equivalent measurements that are contained in the secured credit facilities in testing EVERTEC Group’s compliance with covenants therein such as the secured leverage ratio. Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of total revenues.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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