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Constellation Software Inc. Earnings Release 2025

Mar 9, 2026

45800_rns_2026-03-09_23d14790-c59d-42a3-bfcd-f10b4581e0ab.pdf

Earnings Release

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Constellation Software Inc. Announces Results for the Fourth Quarter and Year Ended December 31, 2025 and Declares Quarterly Dividend

TORONTO, March 09, 2026 -- Constellation Software Inc. (TSX:CSU) (“Constellation” or the “Company”) today announced its financial results for the fourth quarter and year ended December 31, 2025 and declared a $1.00 per share dividend payable on April 15, 2026 to all common shareholders of record at close of business on March 27, 2026. This dividend has been designated as an eligible dividend for the purposes of the Income Tax Act (Canada). Please note that all dollar amounts referred to in this press release are in U.S. Dollars unless otherwise stated.

The following press release should be read in conjunction with the Company’s annual Consolidated Financial Statements, prepared in accordance with IFRS Accounting Standards (“IFRS”) and our annual Management’s Discussion and Analysis for the year ended December 31, 2025, which can be found on SEDAR+ at www.sedarplus.com and on the Company’s website www.csisoftware.com. Additional information about the Company is also available on SEDAR+ at www.sedarplus.com.

Q4 2025 Headlines:

  • Revenue grew 18% (6% organic growth, 2% after adjusting for changes in foreign exchange rates) to $3,177 million compared to $2,703 million in Q4 2024.

  • Net income attributable to common shareholders decreased 61% to $110 million ($5.19 on a diluted per share basis) from $285 million ($13.44 on a diluted per share basis) in Q4 2024.

  • A number of acquisitions were completed for aggregate cash consideration of $472 million (which includes acquired cash). Deferred payments associated with these acquisitions have an estimated value of $99 million resulting in total consideration of $571 million. Other net investments of $321 million were completed, including the Company’s net investment in Asseco Poland S.A.

  • Cash flows from operations (“CFO”) was $788 million, an increase of 16%, or $110 million, compared to $678 million for the comparable period in 2024.

  • Free cash flow available to shareholders1 (“FCFA2S”) was $423 million, a decrease of 12%, or $59 million compared to $482 million for the comparable period in 2024.

  • Subsequent to December 31, 2025, the Company completed or has open commitments to acquire a number of businesses for aggregate cash consideration of $707 million on closing plus total estimated deferred payments of $95 million for total consideration of $802 million.

2025 Headlines:

  • Revenue grew 15% (4% organic growth, 3% after adjusting for changes in foreign exchange rates) to $11,623 million compared to $10,066 million in 2024.

  • Net income attributable to common shareholders decreased 30% to $512 million ($24.15 on a diluted per share basis) from $731 million ($34.48 on a diluted per share basis) in 2024.

  • A number of acquisitions were completed for total consideration of $1,579 million including holdbacks and contingent consideration. Other net investments of $530 million were completed, including the Company’s net investments in Asseco Poland S.A.

  • Cash flows from operations (“CFO”) was $2,732 million, an increase of 24%, or $536 million, compared to $2,196 million for the comparable period in 2024.

  • Free cash flow available to shareholders (“FCFA2S”) was $1,683 million, an increase of 14%, or $210 million, compared to $1,472 million for the comparable period in 2024.

Total revenue for the quarter ended December 31, 2025 was $3,177 million, an increase of 18%, or $474 million, compared to $2,703 million for the comparable period in 2024. For the year ended December 31, 2025 total revenues were $11,623 million, an increase of 15%, or $1,557 million, compared to $10,066 million for the comparable period in 2024. The increase for both the three and twelve month periods compared to the same periods in the prior year is primarily attributable to growth from acquisitions as the Company experienced organic growth of 6% and 4% respectively, 2% and 3% after adjusting for the impact of changes in the valuation of the US dollar against most major currencies in which the Company transacts business. Organic growth is not a standardized financial measure and might not be comparable to measures disclosed by other issuers.

Net income attributable to common shareholders of CSI for the quarter ended December 31, 2025 was $110 million compared to $285 million for the same period in 2024. On a per share basis this translated into a net income per diluted share of $5.19 in the quarter ended December 31, 2025 compared to net income per diluted share of $13.44 for the same period in 2024. For the year ended December 31, 2025, net income attributable to common shareholders of CSI was $512 million or $24.15 per diluted share compared to $731 million or $34.48 per diluted share for the same period in 2024. The increase in the fair value of Topicus’ investment in the equity securities of Asseco increases the value of the IRGA / TSS membership liability. The fair value is determined by Asseco’s share price at the end of each reporting period. The liability increase and related expense for the three and twelve month periods relating to the increased share price of Asseco was $155 million and $225 million

respectively. Subsequent to September 25, 2025 the Company has accounted for the investment in Asseco under the equity method which does not require the Company to record the asset at fair value at the end of each reporting period under IFRS.

For the quarter ended December 31, 2025, CFO increased $110 million to $788 million compared to $678 million for the same period in 2024 representing an increase of 16%. For the year ended December 31, 2025, CFO increased $536 million to $2,732 million compared to $2,196 million during the same period in 2024, representing an increase of 24%.

For the quarter ended December 31, 2025, FCFA2S decreased $59 million to $423 million compared to $482 million for the same period in 2024 representing an decrease of 12%. For the year ended December 31, 2025, FCFA2S increased $210 million to $1,683 million compared to $1,472 million for the same period in 2024 representing an increase of 14%. The IRGA / TSS membership liability revaluation charge relating to the investment in equity securities of Sygnity and Asseco was $144 million and $252 million for the three and twelve month periods respectively. The fair value of these investments for purposes of calculating the revaluation charge is determined by their respective share prices at the end of each reporting period.

Forward Looking Statements

Certain statements herein may be “forward looking” statements that involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Constellation or the industry to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to vary significantly from the results discussed in the forward looking statements. These forward looking statements reflect current assumptions and expectations regarding future events and operating performance and are made as of the date hereof and Constellation assumes no obligation, except as required by law, to update any forward looking statements to reflect new events or circumstances.

Non-IFRS Measures

Free cash flow available to shareholders ‘‘FCFA2S’’ refers to net cash flows from operating activities less interest paid on lease obligations, interest paid on debt, debt transaction costs, payments of lease obligations, the IRGA / TSS membership liability revaluation charge, and property and equipment purchased, and includes interest and dividends received, and the proceeds from sale of interest rate caps. The portion of this amount applicable to non-controlling interests is then deducted. We believe that FCFA2S is useful supplemental information as it provides an indication of the uncommitted cash flow that is available to shareholders if we do not make any acquisitions, or investments, and do not repay any debts. While we could use the FCFA2S to pay dividends or repurchase shares, our objective is to invest all of our FCFA2S in acquisitions which meet our hurdle rate.

FCFA2S is not a recognized measure under IFRS and, accordingly, readers are cautioned that FCFA2S should not be construed as an alternative to net cash flows from operating activities.

The following table reconciles FCFA2S to net cash flows from operating activities:

Three month
Decembe
s ended
r 31,
Year ended Dec ember 31,
2025
($ in milli
2024
ons)
2025
($ in millio
2024
ns)
Net cash flows from operating activities 788 678 2,732 2,196
Adjusted for:
Interest paid on lease obligations (4) (4) (16) (14)
Interest paid on debt (43) (37) (196) (178)
Debt transaction costs (4) (3) (13) (16)
Payments of lease obligations (34) (29) (131) (118)
IRGA / TSS membership liability revaluation charge (204) (61) (440) (183)
Property and equipment purchased (20) (25) (68) (67)
Interest and dividends received 12 9 56 33
490 527 1,926 1,653
Less amount attributable to
Non-controlling interests (67) (45) (243) (180)
Free cash flow available to shareholders 423 482 1,683 1,472

Due to rounding, certain totals may not foot.

About Constellation Software Inc.

Constellation's common shares are listed on the Toronto Stock Exchange under the symbol "CSU". Constellation acquires, manages and builds vertical market software businesses.

Jamal Baksh Chief Financial Officer (416) 861-9677 [email protected]

For further information:

www.csisoftware.com

SOURCE: CONSTELLATION SOFTWARE INC.

CONSTELLATION SOFTWARE INC.

Consolidated Statements of Financial Position

(In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.)

December 31,

De
cember 31,
2025 2024
Assets
Current assets:
Cash and cash equivalents $ 3,089 $ 1,980
Accounts receivable 1,470 1,291
Unbilled revenue 450 369
Inventories 68 56
Other assets 727 596
5,803 4,291
Non-current assets:
Property and equipment 241 222
Right of use assets 384 329
Deferred income taxes 355 222
Investments accounted for using the equity method 655 13
Other assets 345 316
Intangible assets 8,388 7,455
10,368 8,557
Total assets $ 16,171 $ 12,848
Liabilities and Shareholders' Equity
Current liabilities:
Debt with recourse to Constellation Software Inc. $ - $ -
Liability of CSI under the IRGA 775 303
Debt without recourse to Constellation Software Inc. 591 319
Accounts payable and accrued liabilities 1,941 1,591
Dividends payable 21 21
Deferred revenue 2,214 1,966
Provisions 17 22
Acquisition holdback payables 224 215
Lease obligations 141 115
Income taxes payable 150 110
6,074 4,661
Non-current liabilities:
Debt with recourse to Constellation Software Inc. 1,489 1,466
Liability of CSI under the IRGA
458

389
Debt without recourse to Constellation Software Inc. 2,051 1,689
Deferred income taxes 890 671
Acquisition holdback payables 208 133
Lease obligations 282 252
Other liabilities 451 298
5,830
4,899
Total liabilities 11,904
9,560
Shareholders' equity:
Capital stock 99 99
Accumulated other comprehensive income (loss) 130 (224)
Retained earnings 3,347
2,919
Non-controlling interests 692 493
4,267
3,288
Total liabilities and shareholders' equity $ 16,171 $ 12,848

CONSTELLATION SOFTWARE INC.

Consolidated Statements of Income (loss)

(In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.)

Year ended December 31,
2025 2024
Revenue
License $ 415 $ 393
Professional services 2,126
1,975
Hardware and other 382 302
Maintenance and other recurring 8,700
7,396
11,623
10,066
Expenses
Staff 5,924
5,322
Hardware 217 169
Third party license, maintenance and professional services 1,114
960
Occupancy 71 64
Travel, telecommunications, supplies, software and equipment 587 502
Professional fees 219 178
Other, net 215 182
Depreciation 201 182
Amortization of intangible assets 1,182
1,044
9,728
8,602
Foreign exchange loss (gain) 154 (26)
IRGA/TSS Membership liability revaluation charge 440 183
Finance and other expense (income) (228) (60)
Bargain purchase gain (10) (10)
Impairment of intangible and other non-financial assets 43 28
Redeemable preferred securities expense (income) - 58
Revaluation of investment accounted for using the equity method to cost 260 -
Finance costs 297 280
955 452
Income (loss) before income taxes 939 1,011
Current income tax expense (recovery) 606 525
Deferred income tax expense (recovery) (252) (281)

Income tax expense (recovery)

Income tax expense (recovery) 353 244
Net income (loss) 586
767
Net income (loss) attributable to:
Common shareholders of Constellation Software Inc. 512 731
Non-controlling interests 74 37
Net income (loss) 586 767
Earnings per common share of Constellation Software Inc.
Basic and diluted $ 24.15 $ 34.48

CONSTELLATION SOFTWARE INC.

Consolidated Statements of Comprehensive Income (loss)

(In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.)

Year ended December 31,
2025 2024
Net income (loss) $ 586 $ 767
Items that are or may be reclassified subsequently to net income (loss):
Foreign currency translation differences from foreign operations and other, net of tax 271 (135)
Items that will not be reclassified to net income (loss):
Changes in the fair value of equity investments at FVOCI 209 -
Other comprehensive income (loss), net of income tax 481
(135)
Total comprehensive income (loss) $ 1,067 $ 633
Total other comprehensive income (loss) attributable to:
Common shareholders of Constellation Software Inc. 353 (119)
Non-controlling interests 127 (16)
Total other comprehensive income (loss) $ 481 $ (135)
Total comprehensive income (loss) attributable to:
Common shareholders of Constellation Software Inc. 865 612
Non-controlling interests 202 21
Total comprehensive income (loss) $ 1,067 $ 633

CONSTELLATION SOFTWARE INC.

Consolidated Statement of Changes in Equity

(In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.)

Year ended December 31, 2025

Equity At tributable to Com
CSI
Accumulated
other
mon Shareho lders of Non-
Capital
stock
comprehensive
income (loss)
Retained
earnings
Total controlling
interests
Total
equity
Balance at January 1, 2025 $
99
$
(224)
$
2,919
$
2,795
$
493
$
3,288
Total comprehensive income (loss):
Net income (loss) -
-
512 512 74 586
Other comprehensive income (loss)
Foreign currency translation differences
from
foreign operations and other, net of tax
and
changes in the fair value of equity
investments at FVOCI
-
353
- 353 127 481
Total other comprehensive income
(loss)
-
353
- 353 127 481
Total comprehensive income (loss) -
353
512 865 202 1,067
Transactions with owners, recorded directly
in equity
Other movements in non-controlling
interests
-
0
0 0 (1) (0)
Dividends paid to non-controlling
interests
-
-
- - (3) (3)
Dividends to shareholders of the
Company
-
-
(85) (85) - (85)
Balance at December 31, 2025 $
99
$
130
$
3,347
$
3,576
$
692
$
4,267

CONSTELLATION SOFTWARE INC.

Consolidated Statement of Changes in Equity (In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.)

Year ended December 31, 2024

Equity At tributable to Com
CSI
mon Share holders of
Capital
stock
Accumulated
other
comprehensive
income (loss)
Retained
earnings
Total Non-
controlling
interests

Total
equity
Balance at January 1, 2024 $
99
$
(99)
$
1,876
$
1,877
$
85
$
1,961
Total comprehensive income (loss):
Net income (loss) - - 731 731 37 767
Other comprehensive income (loss)
Foreign currency translation differences
from
foreign operations and other, net of tax - (119) - (119) (16) (135)
Total other comprehensive income
(loss)
-
(119)
- (119) (16) (135)
Total comprehensive income (loss) -
(119)
731 612 21
633
Transactions with owners, recorded
directly in equity
Non-controlling interests arising from
business combinations
-
-
- - (0) (0)
Conversion of Lumine Special Shares
to subordinate voting shares of Lumine
and settlement of accrued dividend on
Lumine Special Shares through the
issuance of subordinate voting shares
of Lumine
-
-
- - 872 872
Conversion of Lumine Preferred Shares
to subordinate voting shares of Lumine
and settlement of accrued dividend on
Lumine Preferred Shares through the
issuance of subordinate voting shares
of Lumine
-
(6)
400 394 (394) -
Other movements in non-controlling
interests
-
-
(2) (2) (2) (4)
Dividends paid to non-controlling
interests
-
-
- - (89) (89)
Dividends to shareholders of the
Company
- (85) (85) - (85)
Balance at December 31, 2024 $
99
$
(224)
$
2,919
$
2,795
$
493
$
3,288

CONSTELLATION SOFTWARE INC. Consolidated Statements of Cash Flows (In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.)

Year ended Dec ember 31,
2025 2024
Cash flows from (used in) operating activities:
Net income (loss) 586 767
Adjustments for:
Depreciation 201 182
Amortization of intangible assets 1,182 1,044
IRGA/TSS Membership liability revaluation charge 440 183
Finance and other expense (income) (228) (60)
Bargain purchase (gain) (10) (10)
Impairment of intangible and other non-financial assets 43 28
Redeemable preferred securities expense (income) - 58
Revaluation of investment accounted for using the equity method to cost 260 -
Finance costs 297 280
Income tax expense (recovery) 353 244
Foreign exchange loss (gain) 154 (26)
Depreciation of third party costs 17 12
Change in non-cash operating assets and liabilities
exclusive of effects of business combinations (6) (45)
Income taxes paid (556) (460)
Net cash flows from (used in) operating activities 2,732
2,196
Cash flows from (used in) financing activities:
Interest paid on lease obligations (16) (14)
Interest paid on debt (196) (178)
Increase (decrease) in CSI facility - (578)
Increase (decrease) in Topicus revolving credit debt facility without recourse to CSI 130 73
Proceeds from issuance of Senior Notes - 1,000
Proceeds from issuance of debt facilities without recourse to CSI 686 381
Repayments of debt facilities without recourse to CSI (246) (149)
Other financing activities 28 (25)
Dividends paid to non-controlling interests (3) (89)
Debt transaction costs (13) (16)
Payments of lease obligations, net of sublease receipts (131) (118)
Distribution to the Joday Group - (64)
Principal repayments to the Joday Group pursuant to the Call Notice - (22)
Dividends paid to common shareholders of the Company (85) (85)
Net cash flows from (used in) in financing activities 156 114
Cash flows from (used in) investing activities:
Acquisition of businesses (1,227) (1,347)
Cash obtained with acquired businesses 173 164
Post-acquisition settlement payments, net of receipts (286) (336)
Purchases of investments and other assets (580) (8)
Proceeds from sales of other investments and other assets 50 7
Decrease (increase) in restricted cash 1 (14)
Interest, dividends and other proceeds received 56 33
Property and equipment purchased (68) (67)
Net cash flows from (used in) investing activities (1,881) (1,567)
Effect of foreign currency on
cash 102 (48)
Increase (decrease) in cash 1,109
696
Cash, beginning of period $ 1,980 $ 1,284
Cash, end of period $ 3,089
$ 1,980
  1. See Non-IFRS measures.