Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

Management's Discussion and Analysis ofFinancial Condition and Results of Operations

The information contained in this MD&A should be read in conjunction with the Financial Statements and Notes thereto included in this Form 10-Q and the audited consolidated financial statements and notes thereto in our 2024 10-K.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements, other than statements of historical fact, included in this Quarterly Report on Form 10-Q that address results or developments that we expect or anticipate will or may occur in the future are forward-looking statements. Forward-looking statements include, but are not limited to, statements relative to our future plans, our financial condition, and our expectations concerning our business and the industries we serve, and the Company's expectations, plans, intentions, strategies or prospects with respect to the proposed Merger. These statements are often identified by the use of words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "hope," "hopeful," "likely," "may," "optimistic," "possible," "potential," "preliminary," "project," "should," "will," "would" or the negative or plural of these words or similar expressions or variations. Forward-looking statements are made based upon management's current expectations and beliefs and are not guarantees of future performance. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. These factors include, but are not limited to the following: we derive a significant portion of our revenue from a limited number of customers, with approximately forty percent of our revenue from our two largest customers; fluctuations in credit market conditions, general global economic and political conditions, and foreign currency exchange rates; our ability to maintain a reliable, secure computing environment; continued market acceptance of our products and services; our ability to continuously develop and enhance products in a timely, cost-effective, technically advanced and competitive manner; our ability to deliver its solutions in a timely fashion within budget, particularly large and complex software implementations; our dependency on the global telecommunications industry, and in particular, the North American telecommunications industry; our ability to meet our financial expectations; increasing competition in our market from companies of greater size and with broader presence; our ability to successfully integrate and manage acquired businesses or assets to achieve expected strategic, operating and financial goals; our ability to protect its intellectual property rights; our ability to conduct business in the international marketplace; our ability to comply with applicable U.S. and International laws and regulations; the ability of the parties to the Merger to complete the proposed Merger on the anticipated terms and timing, or at all, the satisfaction or waiver of other conditions to the completion of the proposed Merger, including obtaining required shareholder and regulatory approvals; the risk that our stock price may fluctuate during the pendency of the proposed Merger and may decline if the proposed Merger is not completed; potential litigation relating to the proposed Merger that could be instituted against use or our directors, managers or officers, including the delay, expense or other effects of any outcomes related thereto; the risk that disruptions from the proposed Merger will harm our business, including current plans and operations, including during the pendency of the proposed Merger; our ability to retain, motivate, and hire key personnel; the diversion of management's time and attention from ordinary course business operations to completion of the proposed Merger and integration matters; potential adverse reactions or changes to business relationships resulting from the announcement, pendency or completion of the proposed Merger; legislative, regulatory and economic developments; potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed Merger that could affect our financial performance; certain restrictions during the pendency of the proposed Merger that may impact our ability to pursue certain business opportunities or strategic transactions; unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks of war or hostilities or global pandemics, as well as management's response to any of the aforementioned factors; the possibility that the proposed Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; unexpected costs, liabilities or delays associated with the Merger; the response of competitors to the Merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed Merger, including in circumstances requiring us to pay a termination fee; the ability to realize the anticipated benefits of the Merger, including the expected synergies and cost saving; the possibility that competing or superior acquisition proposals for the Company will be made; and other risks identified in Part I, Item 1A. "Risk Factors" in this Quarterly Report on Form 10-Q and under the heading "Risk Factors," in our 2024 Form 10-K and in our subsequent filings with the SEC. You should not rely upon forward-looking statements as predictions of future events. Actual results and outcomes could differ materially from the results described in or implied by such forward looking statements. Forward-looking statements speak only as of the date hereof, and, except as required by law, we undertake no obligation to update or revise these forward-looking statements.

Company Overview

We are a purpose-driven SaaS platform company that enables global companies in a wide variety of industry verticals to simplify their complex customer engagement and how they monetize in the digital age. Our industry leading revenue management and digital monetization, customer experience, and payments solutions make ordinary customer experiences extraordinary. Our cloud-first architecture and customer-centric approach help companies around the world acquire, monetize, engage, and retain the B2B (business-to-business), B2C (business-to-consumer), and B2B2X (business-to-business-to-consumer) customers. As brands reimagine their engagement strategies in an increasingly connected world, we sit at the center of a complex, multi-sided business model ensuring monetization and customer engagement is handled at all levels of the ecosystem.

We leverage 40 years of experience to deliver innovative customer engagement solutions for every stage of the customer lifecycle so our customers can deliver an outstanding customer experience that adapts to their customers' rapidly changing demands. Our diverse, worldwide workforce draws from real-world knowledge and extensive expertise to design and implement business solutions that make our customers' hardest decisions simpler so that they can focus on delivering differentiated and real-time experiences to their customers. As a global technology leader, we aspire to envision, invent, and shape a better, more future-ready world.

We focus our research and development ("R&D") and acquisition investments on expanding our offerings in a timely and efficient manner to address the complex, transformative needs of our customers. Our scalable, modular, and flexible solutions combined with our domain expertise and our ability to effectively migrate customers to our solutions, provide the industry with proven solutions to improve their profitability and consumers' experiences. We have specifically architected our solutions to offer a phased, incremental approach to transforming our customers' businesses, thereby reducing the business interruption risk associated with this evolution.

As discussed in Note 2 to our Financial Statements, we generate a majority of our revenue from the global communications markets; however, we serve an expanding group of customers in other markets including retail, financial services, healthcare, insurance, and government entities.

We are a member of the S&P Small Cap 600 and Russell 2000 indices.

Plan of Merger

On October 29, 2025, we entered into a Merger Agreement with NEC and Merger Sub. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into CSG, with CSG continuing as the surviving corporation as a wholly owned subsidiary of NEC. Our Board has unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and, subject to the terms of the Merger Agreement, resolved to recommend that our shareholders adopt the Merger Agreement.

Per the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time of the Merger, each share of CSG common stock that is issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares and Dissenting Shares, as they are defined in the Merger Agreement), will be converted into the right to receive $80.70 per share in cash.

If the Merger is consummated, CSG shares will be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934, as amended.

The closing of the Merger is expected to occur during 2026, subject to the satisfaction of customary closing conditions including receipt of approval by CSG's stockholders and required regulatory approvals.

See Note 11 to our Financial Statements for additional information.

Macroeconomic Outlook

Current geopolitical and economic uncertainties, including inflation, tariffs and changes in trade policy, supply chain disruptions, and labor shortages, could adversely affect our business. The potential impact to our business could depend on multiple factors, including the duration and potential expansion of tariffs, retaliatory measures by impacted exporting countries, inflationary effects, and broader macroeconomic responses. Because we cannot predict the impact these events could have on current economic conditions or our business, there is no assurance that we will be able to fully mitigate the financial and competitive impacts related to such uncertainties, any of which could have a material adverse effect on our results of operations.

Management Overview of Quarterly Results

Third Quarter Highlights. A summary of our results of operations for the third quarter of 2025, when compared to the third quarter of 2024, was as follows (in thousands, except per share amounts and percentages):

Revenue.Revenue for the third quarter of 2025 was $303.6 million, a 2.9% increase when compared to revenue of $295.1 million for the third quarter of 2024. The increase in revenue was primarily attributed to the continued growth of our SaaS and related solutions revenue.

Operating Results.Operating income for the third quarter of 2025 was $30.5 million, or a 10.0% operating margin percentage, compared to $31.8 million, or a 10.8% operating margin percentage for the third quarter of 2024. The decrease in operating income was mainly attributed to higher acquisition-related costs and restructuring and reorganization charges, partially offset by the benefits received from the cost efficiency actions taken during the last twelve months.

Diluted EPS. Diluted EPS for the third quarter of 2025 was $0.73 compared to $0.67 for the third quarter of 2024, with the increase mainly attributed to foreign currency movements.

Cash and Cash Flows.As of September 30, 2025, we had cash and cash equivalents of $158.4 million, as compared to $145.9 million as of June 30, 2025 and $161.8 million as of December 31, 2024. Our cash flows provided by operating activities for the third quarter of 2025 were $47.9 million. See the Liquidity section below for further discussion of our cash flows.

Significant Customer Relationships

A large percentage of our revenue is generated from a limited number of customers in the global communications industry, with our three largest customers being Charter Communications Inc. ("Charter"), Comcast Corporation ("Comcast"), and DISH Network L.L.C.

Customer Concentration. We have significant customer concentration, with the following two customers exceeding 10% of our revenue (in thousands, except percentages):

The percentages of net billed accounts receivable balances attributable to these customers as of the dates indicated were as follows:

See our 2024 10-K for additional discussion of our business relationships and contractual terms with Charter and Comcast.

Charter.In September 2025, we entered into an amendment (the "Amendment") to the current agreement with Charter. The key terms of the Amendment are as follows:

The foregoing does not constitute a complete summary of the terms of the Amendment and is qualified by reference to the Amendment, with confidential information redacted, which is filed as Exhibit 10.28K to this Form 10-Q.

Risk of Customer Concentration.We expect to continue to generate a large percentage of our future revenue from a limited number of customers. There are inherent risks whenever a large percentage of total revenue is concentrated with a limited number of customers. Should a significant customer: (i) terminate or fail to renew their contracts with us, in whole or in part, for any reason; (ii) significantly reduce the number of customer accounts processed on our solutions, the price paid for our services, or the scope of services that we provide; or (iii) experience financial or operating difficulties, it could have a material adverse effect on our financial position and results of operations.

Contract Termination

It is customary for us to enter into software implementation projects with certain customers. These implementation projects range from relatively short and noncomplex projects to long and complex projects, ranging from several months to several years in duration depending on the specifics of the project.

On July 5, 2025, we terminated an MSA for one of our implementation projects in the Latin America region on the basis that the customer unlawfully renounced its obligations under the MSA. At this time, there is no work being performed on the project and we intend to pursue any and all available remedies.

Through the contract termination date, we recognized $1.4 million in revenue during 2025 related to this project. We do not expect the termination of this contract to have a material impact on 2025 revenue. As of September 30, 2025, we had accounts receivable of $18.1 million ($1.3 million billed and $16.8 million unbilled) related to this project. As of the date of this filing, we do not believe there has been an impairment to the carrying values of the assets and believe such amounts are recoverable per the terms of the MSA or as a matter of common law. However, if we are not successful in collecting the amount expected under the terms of the MSA or as a matter of common law, it is possible that an impairment of these assets could result.

Critical Accounting Policies and Estimates

The preparation of our Financial Statements in conformity with U.S. GAAP requires us to select appropriate accounting policies, and to make judgments and estimates affecting the application of those accounting policies. On an ongoing basis, we evaluate our estimates and assumptions. In applying our accounting policies and estimates, different business conditions or the use of different assumptions may result in materially different amounts reported in our Financial Statements.

We have identified the most critical accounting policies and estimates that affect our financial position and the results of our operations. Those critical accounting policies and estimates were determined by considering the accounting policies that involve the most complex or subjective decisions or assessments. The most critical accounting policies and estimates identified relate to the following items: (i) revenue recognition; (ii) income taxes; and (iii) loss contingencies. These critical accounting policies, as well as our other significant accounting policies, are discussed in our 2024 10-K.

Results of Operations

Revenue.Total revenue for the: (i) third quarter of 2025 was $303.6 million, a 2.9% increase when compared to $295.1 million for the third quarter of 2024; and (ii) nine months ended September 30, 2025 was $900.2 million, a 2.2% increase when compared to $880.6 million for the nine months ended September 30, 2024.

Revenue by type for the third quarters and nine months ended September 30, 2025 and 2024 was as follows (in thousands):

The increases in revenue were primarily due to the continued growth of our SaaS and related solutions revenue, which more than offset lower professional services revenue for the periods. Additionally, revenue for the nine months ended September 30, 2025 includes approximately $6 million of revenue recognized from a software license arrangement.

We use the location of the customer as the basis of attributing revenue to individual countries. Revenue by geographic region for the third quarters and nine months ended September 30, 2025 and 2024 was as follows (in thousands):

Total Operating Expenses.Total operating expenses for the: (i) third quarter of 2025 were $273.2 million, a 3.7% increase when compared to $263.3 million for the third quarter of 2024; and (ii) nine months ended September 30, 2025 were $810.5 million, a 2.4% increase when compared to $791.6 million for the nine months ended September 30, 2024.

These additional costs were offset to a certain degree by the cost efficiency actions taken during the last twelve months to optimize our capacity and better align resources to areas of the business with higher growth profiles.

The components of total operating expenses are discussed in more detail below.

Cost of Revenue (Exclusive of Depreciation). The cost of revenue for the: (i) third quarter of 2025 was $157.5 million, a 5.4% increase when compared to $149.5 million for the third quarter of 2024; and (ii) nine months ended September 30, 2025 was $462.2 million, a 0.4% increase when compared to $460.3 million for the nine months ended September 30, 2024. These increases in cost of revenue are reflective of the increases in SaaS and related solutions revenue between periods, to include an increase in employee-related costs. Total cost of revenue as a percentage of revenue for the: (i) third quarters of 2025 and 2024 was 51.9% and 50.6%, respectively; and (ii) nine months ended September 30, 2025 and 2024 was 51.3% and 52.3%, respectively.

R&D Expense (Exclusive of Depreciation). R&D expense for the: (i) third quarter of 2025 was $40.3 million, a 3.3% decrease when compared to $41.7 million for the third quarter of 2024; and (ii) nine months ended September 30, 2025 was $121.6 million, a 4.7% increase when compared to $116.2 million for the nine months ended September 30, 2024.

Delivering future-ready solutions that have best-in-industry innovation (including new AI capabilities) is a key competitive advantage for us. As a percentage of total revenue, R&D expense for the: (i) third quarters of 2025 and 2024 was 13.3% and 14.1%, respectively; and (ii) nine months ended September 30, 2025 and 2024 was 13.5% and 13.2%, respectively.

Selling, General, and Administrative ("SG&A") Expense (Exclusive of Depreciation). SG&A expense for the: (i) third quarter of 2025 was $65.4 million, a 2.4% increase when compared to $63.9 million for the third quarter of 2024; and (ii) nine months ended September 30, 2025 was $195.3 million, a 4.5% increase when compared to $186.8 million for the nine months ended September 30, 2024.

As a percentage of total revenue, SG&A expense for the: (i) third quarters of 2025 and 2024 was 21.6% and 21.7%, respectively; and (ii) nine months ended September 30, 2025 and 2024 was 21.7% and 21.2%, respectively.

Depreciation.Depreciation expense for the: (i) third quarter of 2025 was $4.3 million, a 19.0% decrease when compared to $5.3 million for the third quarter of 2024; and (ii) nine months ended September 30, 2025 was $13.9 million, a 14.7% decrease when compared to $16.3 million for the nine months ended September 30, 2024. These decreases can be primarily attributed to the decreased level of capital expenditures we have made over the past several years and the closure of our design and delivery center in Crawfordville, Florida, discussed below.

Restructuring and Reorganization Charges. Restructuring and reorganization charges for the: (i) third quarter of 2025 were $5.6 million, a $2.7 million increase when compared to $2.9 million for the third quarter of 2024; and (ii) nine months ended September 30, 2025 was $17.5 million, a $5.5 million increase when compared to $12.0 million for the nine months ended September 30, 2024. The restructuring and reorganization charges for the nine months ended September 30, 2025 relate mainly to cost efficiency actions to optimize our capacity and better align resources along with costs associated with the closure of our design and delivery center in Crawfordville, Florida. These activities have resulted in restructuring charges of $14.3 million related to involuntary terminations.

See Note 7 to our Financial Statements for additional discussion.

Operating Income. Operating income for the: (i) third quarter of 2025 was $30.5 million, or 10.0% of total revenue, compared to $31.8 million, or 10.8% of total revenue for the third quarter of 2024; and (ii) nine months ended September 30, 2025 was $89.7 million, or 10.0% of total revenue, compared to $89.0 million, or 10.1% of total revenue, for the nine months ended September 30, 2024.

Interest Income. Interest income for the: (i) third quarter of 2025 was $1.3 million, a $0.6 million decrease when compared to $1.9 million for the third quarter of 2024; and (ii) nine months ended September 30, 2025 was $4.3 million, a $2.3 million decrease when compared to $6.6 million for the nine months ended September 30, 2024. These decreases are primarily attributed to lower cash balances being swept into overnight money market accounts on a daily basis.

Loss on Extinguishment of Debt.In March 2025, we entered into the 2025 Credit Agreement, which replaced the 2021 Credit Agreement (see Note 5 to our Financial Statements). As a result, we incurred a loss of $0.5 million related to the write-off of debt issuance costs.

Other, net. Other, net for the: (i) third quarter of 2025 was $2.0 million of other income, a $4.2 million change from $2.2 million of other expense for the third quarter of 2024; and (ii) nine months ended September 30, 2025 was $3.8 million of other expense, a $2.3 million change when compared to $1.5 million of other expense for the nine months ended September 30, 2024. These changes were primarily attributed to foreign currency movements.

Income Tax Provision. The effective income tax rates for the: (i) third quarters of 2025 and 2024 were 22% and 20%, respectively; and (ii) nine months ended September 30, 2025 and 2024 were 28% and 26%, respectively. The increases in the 2025 effective income tax rates as compared to the respective 2024 rates can be mainly attributed to one-time benefits recognized in the third quarter of 2024 for the revaluation of certain deferred income taxes and the impact of the DGIT earn-out compensation in 2025, for which a valuation allowance has been established for income tax purposes (see Note 6 for further discussion of the DGIT earn-out payments). Our estimated full year 2025 effective income tax rate is approximately 29%.

Liquidity

Cash and Liquidity.As of September 30, 2025, our principal sources of liquidity included cash and cash equivalents of $158.4 million, compared to $145.9 million as of June 30, 2025, and $161.8 million as of December 31, 2024.

During the first quarter of 2025, we entered into the 2025 Credit Agreement, which consists of a $600.0 million five-year revolver, the 2025 Revolver, which replaced our $600.0 million five-year credit agreement entered into September 2021, the 2021 Credit Agreement. As of September 30, 2025, we had $125.0 million outstanding on the 2025 Revolver. The 2025 Credit Agreement contains customary affirmative, negative, and financial covenants. As of September 30, 2025, and the date of this filing, we believe we are in compliance with the provisions of the 2025 Credit Agreement.

Our cash and cash equivalents balances as of the end of the indicated periods were located in the following geographical regions (in thousands):

We generally have ready access to substantially all of our cash and cash equivalents, but may face limitations on moving cash out of certain foreign jurisdictions due to currency controls and potential negative economic consequences.

As of September 30, 2025 and December 31, 2024, we had $1.8 million and $1.7 million, respectively, of cash restricted as to use primarily to collateralize guarantees included in our non-current asset balance. In addition, as of September 30, 2025 and December 31, 2024, we had $301.5 million and $343.2 million, respectively, of settlement and merchant reserve assets which are deemed restricted due to contractual restrictions with the merchants and restrictions arising from our policy and intention. It has historically been our policy to segregate settlement and merchant reserve assets from our operating cash balances, and we intend to continue to do so.

Cash Flows from Operating Activities. We calculate our cash flows from operating activities beginning with net income, adding back the impact of non-cash items or non-operating activity (e.g., depreciation, amortization, impairments, gain/loss on items such as investments, lease modifications, and debt extinguishments/conversions, unrealized foreign currency transactions gain/loss, deferred income taxes, stock-based compensation, etc.), and then factoring in the impact of changes in operating assets and liabilities. See our 2024 10-K for a description of the primary uses and sources of our cash flows from operating activities.

Our cash flows from operating activities, broken out between operations and changes in operating assets and liabilities, for the indicated quarterly periods are as follows (in thousands):

Variations in our net cash provided by (used in) operating activities are generally related to the changes in our operating assets and liabilities (related mostly to fluctuations in timing of customer payments and changes in accrued expenses), and generally over longer periods of time, do not significantly impact our cash flows from operations.

Significant fluctuations in key operating assets and liabilities between 2025 and 2024 that impacted our cash flows from operating activities are as follows:

Billed Trade Accounts Receivable

Management of our billed trade accounts receivable is one of the primary factors in maintaining strong cash flows from operating activities. These balances include significant billings for several non-revenue items (primarily postage, sales tax, and deferred revenue items). As a result, we evaluate our performance in collecting our billed trade accounts receivable through our calculation of Days Billings Outstanding ("DBO") rather than a typical Days Sales Outstanding ("DSO") calculation.

Our gross and net billed trade accounts receivable and related allowance for expected losses ("Allowance") as of the end of the indicated quarterly periods, and the related DBOs for the quarters then ended, are as follows (in thousands, except DBOs):

As of September 30, 2025 and 2024, approximately 95%, for each period, of our net billed trade accounts receivable balances were less than 60 days past due.

We may experience adverse impacts to our DBOs if and when customer payment delays occur. However, the recurring monthly payments that cross a reporting period-end do not raise collectability concerns, as payment is generally received subsequent to quarter-end. All other changes in our gross and net billed accounts receivable reflect the normal fluctuations in the timing of customer payments at quarter-end, as evidenced by our relatively consistent DBO metric.

As a global provider of solutions and services, a portion of our trade accounts receivable balance relates to international customers. This diversity in the geographic composition of our customer base may adversely impact our DBOs as longer billing cycles (i.e., billing terms and cash collection cycles) are an inherent characteristic of international software and professional services transactions. As a result, we may experience fluctuations in our trade accounts receivable balance as our ability to invoice and collect arrangement fees is dependent upon, among other things: (i) the completion of various customer administrative matters, local country billing protocols and processes (including local cultural differences), and non-customer administrative matters; (ii) meeting certain contractual invoicing milestones and dates; (iii) the overall project status in certain situations in which we act as a subcontractor to another vendor on a project; or (iv) currency controls in certain foreign jurisdictions.

Unbilled Trade Accounts Receivable

Unbilled trade accounts receivable (current and non-current) increased $11.9 million to $92.1 million as of September 30, 2025, from $80.2 million as of December 31, 2024. These unbilled trade accounts receivable balances relate primarily to implementation projects where various milestone billing dates have not yet been reached or are delayed and to timing related to billing cutoff or contractual billing dates. As discussed in Contract Termination above, as of September 30, 2025, $16.8 million of the unbilled trade accounts receivable balance is related to an implementation project for a contract that we terminated in the third quarter of 2025. Unbilled trade accounts receivable are an inherent characteristic of certain software and services transactions and may fluctuate between quarters, as these types of transactions typically have scheduled invoicing terms over several quarters, as well as certain milestone billing events.

Income Taxes Receivable/Payable

Net income taxes receivable/payable (current and non-current) as of September 30, 2025 was a net income taxes receivable balance of $4.0 million, compared to a net income taxes payable balance of $7.9 million at December 31, 2024. This net $11.9 million change was primarily due to the timing of our estimated federal and state income tax payments.

Cash Flows from Investing Activities.Our typical investing activities consist of purchases of software, property, and equipment, which are discussed below.

Purchases of Software, Property, and Equipment

Our capital expenditures for the nine months ended September 30, 2025 and 2024 for software, property, and equipment were $11.2 million and $16.5 million, respectively, and consisted principally of investments in software and related equipment and lease improvements.

Business Combinations, Net of Cash and Settlement Assets Acquired

The cash paid for the businesses acquired during the second quarter of 2024, less cash and settlement assets acquired, resulted in net cash provided by business combinations for the nine months ended September 30, 2024 of $17.3 million.

Cash Flows from Financing Activities.Our financing activities typically consist of activities with our common stock, various debt-related transactions, and settlement and merchant reserve activity.

Cash Dividends Paid on Common Stock

During the nine months ended September 30, 2025 and 2024, our Board approved dividends totaling $27.7 million and $26.4 million, respectively, and we made dividend payments of $27.4 million and $26.6 million, respectively, with the differences between the amount approved and paid attributed to dividends accrued on unvested incentive shares that are paid upon vesting.

Repurchase of Common Stock

During the nine months ended September 30, 2025 and 2024, we repurchased approximately 703,000 and 716,000 shares of our common stock, respectively, under our Stock Repurchase Program for $44.2 million and $33.7 million, respectively.

Additionally, outside of our Stock Repurchase Program, during the nine months ended September 30, 2025 and 2024, we repurchased from our employees and then canceled approximately 223,000 and 172,000 shares of our common stock, respectively, for $14.0 million and $9.1 million, respectively, in connection with minimum tax withholding requirements resulting from the vesting of restricted stock under our stock incentive plans.

Through the nine months ended September 30, 2025 and 2024, we paid $58.5 million and $42.4 million, respectively, for our total repurchases of common stock, with any differences when compared to the amounts purchased attributed to the timing of the settlement and the excise tax imposed on share repurchases.

See Note 10 to our Financial Statements for additional discussion of our repurchases of common stock.

Long-Term Debt

During the first quarter of 2025, we borrowed $10.0 million from our 2021 Revolver for general corporate purposes. In March 2025, we entered into the 2025 Credit Agreement and as a result, we borrowed $140.6 million under the 2025 Revolver and repaid: (i) the outstanding 2021 Term Loan principal balance of $125.6 million; (ii) the outstanding 2021 Revolver balance of $10.0 million; and (iii) $2.3 million of debt financing costs; with the remainder used for general corporate purposes. Subsequently, we have repaid $15.6 million of the 2025 Revolver, leaving us with an outstanding balance of $125.0 million.

During the nine months ended September 30, 2024 we made principal repayments on our 2021 Term Loan of $5.6 million, and we borrowed and subsequently repaid $15.0 million from our 2021 Revolver for general corporate purposes.

See Note 5 and Note 11 to our Financial Statements for additional discussion of our long-term debt.

Settlement and Merchant Reserve Activity

During the nine months ended September 30, 2025 and 2024, we had net settlement and merchant reserve activity of $(43.7) million and $(79.6) million, respectively, related to the cash collected, held on behalf, and paid to our merchants related to our payments services and the net change in deposits held on behalf of our merchants. These balances can significantly fluctuate between periods due to activity at the end of the period and the day in which the period ends.

See Note 2 to our Financial Statements for additional discussion of our settlement and merchant reserves.

Off-Balance Sheet Arrangements

Our off-balance sheet arrangements are mainly limited to money transmitter bonds, performance bonds, and a standby letter of credit. These arrangements do not have a material impact and are not reasonably likely to have a material future impact to our financial condition, results of operations, liquidity, capital expenditures, or capital resources. See Note 8 to our Financial Statements for additional information on these guarantees.

Capital Resources

The following are the key items to consider in assessing our sources and uses of capital resources:

Current Sources of Capital Resources. Below are the key items to consider in assessing our current sources of capital resources:

Uses/Potential Uses of Capital Resources.Below are the key items to consider in assessing our uses/potential uses of capital resources:

Under our Stock Repurchase Program, we may repurchase shares in the open market or in privately negotiated transactions, including through an accelerated stock repurchase plan or under a SEC Rule 10b5-1 plan. The actual timing and amount of share repurchases are dependent on the current market conditions and other business-related factors. Our common stock repurchases are discussed in more detail in Note 10 to our Financial Statements.

During the nine months ended September 30, 2025, we repurchased approximately 703,000 shares of our common stock for $44.2 million (weighted-average price of $62.92 per share) under our Stock Repurchase Program.

Outside of our Stock Repurchase Program, during the nine months ended September 30, 2025, we repurchased from our employees and then cancelled approximately 223,000 shares of our common stock for $14.0 million in connection with minimum tax withholding requirements resulting from the vesting of restricted common stock under our stock incentive plans.

During the nine months ended September 30, 2025, our Board declared dividends totaling $27.7 million. Going forward, we expect to continue to pay cash dividends in the normal course, with the amount and timing subject to our Board's approval.

We expect to return in excess of $100.0 million to our shareholders through combined common stock repurchases and cash dividends in 2025.

As of September 30, 2025, we have accrued $3.2 million of transaction costs related to the proposed Merger discussed above. We expect to incur additional costs relating to the proposed Merger, such as financial advisory, legal, accounting, and other professional services fees, however, these additional costs cannot be estimated at this time.

As part of our growth strategy, we are continually evaluating potential business and/or asset acquisitions and investments in market share expansion with our existing and potential new customers and expansion into verticals outside the global communications market.

2025 Credit Agreement. The mandatory payments under our 2025 Credit Agreement for the next twelve months are the cash interest expense (based upon then-current interest rates) for the 2025 Revolver (assuming no further amounts are borrowed, and the amount is not paid down) of $7.0 million. Should the Merger, discussed above, be consummated, this would result in the outstanding loans under the 2025 Credit Agreement being repaid and commitments thereunder being terminated at the closing.

2023 Convertible Notes. The 2023 Convertible Notes are convertible at the option of the note holders before June 15, 2028 upon the occurrence of certain events. Should the Merger be consummated, as discussed above, this would likely result in a conversion trigger for the note holders.

Our long-term debt obligations are discussed in more detail in Note 5 and 11 to our Financial Statements.

In summary, we expect to continue to have material needs for capital resources going forward, as noted above. We believe that our current cash and cash equivalents balances and our 2025 Revolver, together with cash expected to be generated in the future from our current operating activities, will be sufficient to meet our anticipated capital resource requirements for at least the next twelve months.