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

TORONTO, March 09, 2026 (GLOBE NEWSWIRE) — 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 months ended December 31,					Year ended December 31,
		2025		2024			2025		2024
	($ in millions)					($ in millions)

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.

For further information:

Jamal Baksh
Chief Financial Officer
(416) 861-9677
info@csisoftware.com
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, 2025		December 31, 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)		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 Attributable to Common Shareholders of CSI
		Capital stock		Accumulated other comprehensive income (loss)			Retained earnings			Total			Non-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 Attributable to Common Shareholders of CSI
		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 December 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