A Dark Vector Cognition product

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER

4K characters. Original on sec.gov · Markdown

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER

MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on the NYSE under the ticker CPAY. As of December 31, 2025, there were 195 holders of record

of our common stock.

DIVIDENDS AND STOCK REPURCHASES

We currently expect to retain all future earnings, if any, for use in the operation, expansion of our business and stock

repurchases. We have never declared or paid any dividends on our common stock and do not anticipate paying cash dividends

to holders of our common stock in the foreseeable future. In addition, our credit agreements restrict our ability to pay dividends.

Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon, among

other factors, our results of operations, financial condition, capital requirements and covenants in our existing financing

arrangements and any future financing arrangements.

The Company's Board has approved a stock repurchase program (as updated from time to time, the "Program"), originally

announced on February 4, 2016, authorizing the Company to repurchase its common stock from time to time until December

31, 2026. On December 18, 2025, the Board authorized an increase to the aggregate size of the Program by $1.0 billion to

$10.1 billion. Since the beginning of the Program through December 31, 2025, 35,659,347 shares have been repurchased for an

aggregate purchase price of $8.6 billion, leaving the Company up to $1.5 billion of remaining authorization available under the

Program for future repurchases in shares of its common stock. There were 2,568,667 common shares totaling $0.8 billion in

2025; 4,211,818 common shares totaling $1.3 billion in 2024; and 2,597,954 common shares totaling $0.7 billion in 2023

repurchased under the Program. Repurchased shares are held as treasury stock on the Company's Consolidated Balance Sheets.

Any stock repurchases may be made at times and in such amounts as deemed appropriate. The timing and amount of stock

repurchases, if any, will depend on a variety of factors including the stock price, market conditions, corporate and regulatory

requirements, and any additional constraints related to material inside information the Company may possess. Any repurchases

have been and are expected to be funded by a combination of available cash flow from the business, working capital and debt.

The following table presents information with respect to purchase of common stock of the Company made during the three

months ended December 31, 2025 by the Company as defined in Rule 10b-18(a)(3) under the Exchange Act:

PeriodTotal Number of Shares Purchased****1Weighted Average Price Paid Per ShareTotal Number of Shares Purchased as Part of the Publicly Announced Plan****1Maximum Value that May Yet be Purchased Under the Publicly Announced Plan (in thousands)
October 1, 2025 through October 31, 2025447$287.46447
November 1, 2025 through November 30, 20251,051,745$285.291,051,745
December 1, 2025 through December 31, 2025655,427$305.16655,427$1,492,988
1 During the quarter ended December 31, 2025, pursuant to our Stock Incentive Plan, we withheld 776 shares, at a weighted average price per share of $286.66, in order to satisfy employees' tax withholding obligations in connection with the vesting of awards of restricted stock.

PERFORMANCE GRAPH

The following graph assumes $100 invested on December 31, 2020, at the closing price ($272.83) of our common stock on that

day and compares (a) the percentage change of our cumulative total stockholder return on the common stock (as measured by

dividing (i) the difference between our share price at the end and the beginning of the period presented by (ii) the share price at

the beginning of the periods presented) with (b) (i) the Russell 2000 Index, (ii) the S&P 500® Data Processing & Outsourced

Services and (iii) S&P 500.

3140

RECENT SALES OF UNREGISTERED SECURITIES AND USE OF PROCEEDS

Not Applicable.

Previous: Item 4. MINE SAFETY DISCLOSURES · Next: Item 6. (RESERVED)