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EVERTEC, Inc.

For the period ended May 21, 2026. Filed Apr 7, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 21, 2026 · Filed Apr 7, 2026

EVTC$33.55-1.4%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrantý

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ýDefinitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

EVERTEC, Inc.

(Name of Registrant as Specified in Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ýNo fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Evertec, Inc.

Proxy Statement

and Notice of 2026

Annual Meeting of Stockholders

May 21, 2026, 9:00 a.m. Atlantic Standard Timewww.virtualshareholdermeeting.com/EVTC2026These materials were first sent or made available to stockholders on April 7, 2026

Dear Fellow Stockholders:

EVERTEC delivered another year of record revenue in 2025, reflecting consistent execution across our core markets and continued progress on our long‑term strategy. Throughout the year, the Company delivered solid financial performance while progressing key strategic initiatives that further position Evertec for sustainable growth and long‑term value creation.

A significant milestone in 2025 was the continued expansion and diversification of our business across Latin America. During the fourth quarter, we completed the acquisition of Tecnobank, a leading fintech vendor in Brazil’s digital vehicle financing contract registration market, which further strengthens our software platform capabilities in the region. As a result of our organic growth and strategic acquisitions, more than 40% of Evertec’s revenues are now generated outside of Puerto Rico, reflecting the successful evolution of our growth profile.

Operationally, Evertec delivered strong performance across its segments. Latin America continued to generate robust growth supported by organic expansion, successful integrations, and a reacceleration of our business in Brazil. In Puerto Rico, favorable economic conditions, continued adoption of ATH Móvil, and healthy transaction trends supported steady performance. Management also maintained a disciplined approach to cost management and capital allocation, preserving strong margins while effectively managing known headwinds.

In parallel, the Company continued to invest in innovation and future‑ready capabilities. In 2025, Evertec expanded the use of artificial intelligence across select products and internal processes, including risk management, fraud monitoring, credit decisioning, and software delivery. These initiatives are governed by a robust framework emphasizing data security, responsible AI, and centralized oversight, ensuring that innovation supports long‑term value creation.

The Board remains deeply engaged in overseeing the execution of Evertec’s strategy. Directors regularly engage with management to review performance, assess strategic opportunities, and evaluate potential acquisitions that support diversification and growth. The Board also remains focused on maintaining a strong balance sheet and ensuring that capital deployment continues to align with stockholder interests.

Looking ahead, Evertec is well positioned to build on its momentum in 2026. Supported by a strong business and M&A pipeline, continued organic growth opportunities, and a clear focus on innovation and operational excellence, we are confident in the Company´s prospects for the year.

On behalf of the Board, we thank you for your continued confidence and support.

Sincerely,

Frank G. D’AngeloChairman of the Board

Cupey Center Building, Road 176, Kilometer 1.3,

San Juan, Puerto Rico 00926

Notice of the 2026 Annual Meeting of Stockholders

Date and timeVirtual meeting accessRecord Date
Thursday, May 21, 2026at 9:00 a.m. Atlantic Standard TimeTo access the Annual Meeting, please visit:www.virtualshareholdermeeting.com/EVTC2026Close of business on March 27, 2026

Items of Business

Company proposals to be voted on at the Annual Meeting:Board voting recommendation:
1. Election of Directors.FOR each director nominee
2. Advisory Vote on Executive Compensation.FOR
3. Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026.FOR

Stockholders may also transact any other business that may be properly brought before the Annual Meeting or any continuation, postponement or adjournment thereof.

Cast Your Vote

At the Annual MeetingVisit www.virtualshareholdermeeting.com/EVTC2026. You will need the 16-digit number included in your proxy card or Notice.
InternetVisit www.proxyvote.com. You will need the 16-digit number included in your proxy card or Notice.
QR CodeScan the QR code shown on your proxy card with your phone to vote.You will need the 16-digit number included in your proxy card or notice.
PhoneCall 1-800-690-6903. You will need the 16-digit number included in your proxy card or Notice.
MailSend your completed and signed proxy card to the address shown on your proxy card.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING

The Company’s Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2025 are available atwww.proxyvote.com. Your vote is important to us. Please exercise your stockholder right to vote.

By order of the Board of Directors,

Luis A. Rodríguez

Executive Vice President, Chief Legal and Administrative Officer, and Secretary of the Board

Frequently Used Defined Terms and Acronyms

Except as otherwise indicated or unless the context otherwise requires, the terms “Evertec,” “we,” “us,” “our,” “our Company,” and “the Company” refer to Evertec, Inc. and its subsidiaries on a consolidated basis. The following terms are listed in alphabetical order.

TermDefinition
2022 PlanEvertec, Inc. 2022 Incentive Award Plan
Adjusted Earnings per common share*Adjusted Net Income divided by diluted shares outstanding
Adjusted EBITDA*EBITDA further adjusted to exclude unusual items and other adjustments
Adjusted Net IncomeNet income adjusted to exclude unusual items and other adjustments
AIArtificial Intelligence
Annual Meeting2026 Annual Meeting of Stockholders of Evertec, Inc. to be held virtually on Thursday, May 21, 2026 at 9:00 a.m. Atlantic Standard Time, by accessing www.virtualshareholdermeeting.com/EVTC2026
B2BBusiness-to-business
BoardBoard of Directors of Evertec, Inc.
BylawsAmended and Restated Bylaws of Evertec, effective as of May 25, 2023
CD&ACompensation Discussion & Analysis section of this Proxy Statement
CEOChief Executive Officer
Certificate of IncorporationAmended and Restated Certificate of Incorporation of Evertec, effective as of May 25, 2023
CFOChief Financial Officer
COOChief Operating Officer
Credit AgreementRefers to the Credit Agreement, dated as of December 1, 2022, among Evertec, Inc., Evertec Group, LLC, the lenders and L/C issuers party thereto from time to time, and Truist Bank, as administrative agent, collateral agent, swingline lender and an L/C issuer, as amended
DeloitteDeloitte & Touche LLP
EBITDAEarnings before interest, taxes, depreciation, and amortization
ERMEnterprise Risk Management
ETEastern Daylight Time
EvertecEvertec, Inc.
Evertec GroupEvertec Group, LLC
Exchange ActThe Securities Exchange Act of 1934, as amended
FW CookFrederic W. Cook & Co., Inc., an executive compensation consulting firm
GAAPGenerally accepted accounting principles in the United States of America
GrandataGrandata, Inc.
ITInformation technology
M&AMergers and acquisitions
NEONamed executive officer, pursuant to Item 402 of Regulation S-K
NoticeNotice of Internet Availability of proxy materials in relation to the Annual Meeting
NubityNubity, Inc.
NYSEThe New York Stock Exchange
Performance-based RSUsRSUs earned based on the Adjusted EBITDA performance and TSR modifier
Record DateMarch 27, 2026
RSUsRestricted stock units
SECUnited States Securities and Exchange Commission
Securities ActThe Securities Act of 1933, as amended
Shareworks by Morgan StanleyEvertec’s equity incentive plan platform
SinqiaSinqia, S.A. and its subsidiaries
TecnobankTecnobank Tecnologia Bancária S.A.
Time-based RSUsRSUs earned based on continued service with vesting on a future specified date or dates
TSRTotal stockholder return
ZunifyZunify Payments Ltda.

*EBITDA, Adjusted EBITDA, Adjusted Net Income, and Adjusted Earnings per common share are not required by, or not presented in accordance with, GAAP. See Appendix A for a reconciliation of GAAP and non-GAAP financial measures to our results, as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended on December 31, 2025.

Governance Documents and Resources

Governance documents: https://ir.evertecinc.com/govdocs

Anticorruption Policy

Code of Ethics

Code of Ethics for Vendors and Service Providers

Corporate Governance Guidelines

Human Rights Policy

Insider Trading Policy

Related Party Transactions Policy

Board committee charters: https://ir.evertecinc.com/govdocs

Audit Committee Charter

Compensation Committee Charter

Nominating and Corporate Governance Committee Charter

Information Technology Committee Charter

Other resources:

Investors: https://ir.evertecinc.com

Proxy Statement: https://ir.evertecinc.com

Links to websites included in this Proxy Statement are provided solely for convenience purposes. Content on the websites, including content on our Company website, is not, and shall not be deemed to be, part of this Proxy Statement or incorporated herein or into any of our other filings with the SEC.

Proxy Statement Summary1
Proposal 1 Election of Directors5
Information About Director Nominees5
Biographical Information of our Executive Officers11
Executive Officers11
Corporate Governance14
Overview14
Board Composition14
Board Committees15
Director Qualifications17
Board Leadership Structure18
Executive Sessions19
Chairman Duties19
Director Compensation19
Director Attendance Matters20
Board and Committee Evaluations21
Indemnification of Directors and Officers21
Risk Oversight22
Cybersecurity22
Procedures for Communications With the Board23
Management Succession Planning23
Code of Ethics23
Our Vision, Mission and Values24
Executive Compensation25
Introduction to the Compensation Discussion and Analysis26
Compensation Discussion and Analysis26
NEOs26
Leadership Transition26
Performance Highlights27
Executive Compensation Highlights27
Compensation Philosophy and Objectives28
Stockholder Engagement29
Role of Executive Officers in Compensation Decisions31
Outside Advisors31
Competitive Compensation Practices31
Elements of Compensation32
Base Salary32
Annual Cash Incentive33
Long-term Equity Incentives35
Other Compensation39
Compensation Risk Assessment40
Stock Ownership Guidelines40
Equity Grant Practices41
Clawback Policy41
Insider Trading Policy and Anti-Hedging and Anti-Pledging Prohibitions41
Compensation Committee Report42
Summary Compensation Table43
Grants of Plan-based Awards44
Outstanding Equity Awards at Fiscal Year End45
Stock Vested46
Employment Agreements46
Severance Policy46
Potential Payments Upon Termination of Employment47
Potential Payments Upon Change in Control49
Payments Upon Termination or a Change in Control50
Compensation Committee Interlocks and Insider Participation51
Pension Benefits and Non-qualified Deferred Compensation51
Tax Deductibility of Executive Compensation51
Proposal 2 Advisory Vote on Executive Compensation52
Overview52
CEO Pay Ratio53
Overview53
Pay Versus Performance54
Overview54
Security Ownership58
Overview58
Security Ownership of Certain Beneficial Owners58
Security Ownership of Management58
Securities Authorized for Issuance Under Equity Compensation Plans59
Delinquent 16(a) Reports59
Proposal 3 Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal Year Ending December 31, 202661
Overview61
Principal Accounting Fees and Services61
Audit Committee Report63
Certain Relationships and Related Party Transactions64
Related Party Transactions Policy64
Related Party Transactions64
Proxy Statement for the 2026 Annual Meeting65
General65
Questions and Answers About the Annual Meeting65
Record Date and Shares Outstanding66
Quorum66
Voting of Proxies66
Voting of Shares66
Required Votes / Effect of Abstentions and Broker Non-Votes66
How You Can Vote67
Revocation of Proxies68
Voting Results68
Solicitation68
Householding of Proxy Materials68
Other Matters70
Stockholder Proposals for the 2027 Annual Meeting of Stockholders70
Other Business70
Appendix A: Reconciliation of GAAP and Non-GAAP Financial MeasuresA-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.