Pinnacle Networks - 10-Q (Jul 30, 2026).pdfPinnacle Networks - 10-Q (Apr 30, 2026).pdfPinnacle Networks - DEF 14A (Apr 27, 2026).pdfPinnacle Networks - Q2 2026 Earnings Call.pdfPinnacle Networks - Q1 2026 Earnings Call.pdfPinnacle Networks - Q2 2026 Investor Presentation.pdfPinnacle Networks - 8-K (Pinnacle Networks Announces Leadership Updates To Advance Strategy And Support Continued Growth).pdfPinnacle Networks - 8-K (Leadership Changes Effective August 3, 2026).pdfPinnacle Networks - 8-K (Submission Of Matters To A Vote Of Security Holders).pdfPinnacle Networks - 8-K (Current Report Of Pinnacle Networks Dated June 4, 2026).pdfPinnacle Networks - Q4 2025 Earnings Call.pdfPinnacle Networks - Q3 2025 Earnings Call.pdf+11
Networks
table_chartTabletable_chart
Metric
Value
Basis
Revenue (LTM)
$35,134M
LTM Jun 30, 2026
Revenue growth (LTM y/y)
+16.1%
vs. LTM Jun 30, 2025
Revenue growth (NTM consensus)
+12.3%
NTM Jul '26–Jun '27; Capital IQ Estimates
EBITDA (LTM)
$21,992M
LTM Jun 30, 2026; FactSet std.
EBITDA margin (LTM)
62.6%
LTM Jun 30, 2026
EPS (NTM consensus)
$21.26
NTM Jul '26–Jun '27; Capital IQ Estimates
Market cap
$498.7B
Last close, CapIQ
Enterprise value
$511.6B
Last close TEV, CapIQ
EV/Revenue (NTM)
13.0x
EV / NTM rev
EV/EBITDA (NTM)
20.5x
EV / NTM EBITDA
P/E (NTM)
26.6x
Mkt cap / NTM EPS; ~883M dil. shares
EV/EBITDA vs. Networks median (NTM)
+5.7% premium vs. 19.4x (Vantage Network)
EV / NTM EBITDA
Metric
Value
Basis
Revenue (LTM)
$35,134M
LTM Jun 30, 2026
Revenue growth (LTM y/y)
+16.1%
vs. LTM Jun 30, 2025
Revenue growth (NTM consensus)
+12.3%
NTM Jul '26–Jun '27; Capital IQ Estimates
EBITDA (LTM)
$21,992M
LTM Jun 30, 2026; FactSet std.
EBITDA margin (LTM)
62.6%
LTM Jun 30, 2026
EPS (NTM consensus)
$21.26
NTM Jul '26–Jun '27; Capital IQ Estimates
Market cap
$498.7B
Last close, CapIQ
Enterprise value
$511.6B
Last close TEV, CapIQ
EV/Revenue (NTM)
13.0x
EV / NTM rev
EV/EBITDA (NTM)
20.5x
EV / NTM EBITDA
P/E (NTM)
26.6x
Mkt cap / NTM EPS; ~883M dil. shares
EV/EBITDA vs. Networks median (NTM)
+5.7% premium vs. 19.4x (Vantage Network)
EV / NTM EBITDA
PowerPoint9 slides
table_chartTabletable_chart
Metric
Value
Signal
As of
2026-08-17 · USD · NYSE
3-month total return
🟢 ▲ +14.4%
Rallying
12-month total return
🔴 ▼ -3.9%
Weak
vs. sub-sector peers (12m)
-0.8 pts
In line
Drawdown from 52-week high
-6.6%
Near highs
Metric
Value
Signal
As of
2026-08-17 · USD · NYSE
3-month total return
🟢 ▲ +14.4%
Rallying
12-month total return
🔴 ▼ -3.9%
Weak
vs. sub-sector peers (12m)
-0.8 pts
In line
Drawdown from 52-week high
-6.6%
Near highs
🟢 Net leverage — 0.6x (net debt $13.0bn / LTM EBITDA $22.4bn, as of 30-Jun-2026); net debt = $24.6bn total debt less $11.3bn cash and $0.3bn investments; settlement assets/obligations and restricted security deposits excluded per definitionDebt & cash — $24.6bn total debt (carrying value, senior notes); $11.3bn cash and cash equivalents + $0.3bn available-for-sale securities = $11.6bn; $0.7bn commercial paper outstanding included in total debtMaturity profile — earliest disclosed maturity: floating-rate senior notes due Jun-2028 ($500M); full tranche-by-tranche schedule not fully extractable from available filing excerpts; $5.0bn aggregate debt offering completed Jun-2026Liquidity — $7.3bn undrawn under $8.0bn committed unsecured revolving credit facility (reduced by $0.7bn CP outstanding) + $11.6bn cash and investments = $18.9bn availableCovenants — specific financial maintenance covenant ratios not disclosed in the Q2 2026 10-Q; 10-Q directs to 2025 Form 10-K Note 13 for full termsCapital returns — $8.5bn remaining under share repurchase programs ($14.0bn Dec-2025 + $12.0bn Dec-2024 authorisations); quarterly cash dividend paid ($0.87/share declared Dec-2025)Acquisition headroom: High
S&P — A+ / StableMoody's — Aa3 / Stable
table_chartTabletable_chart
Segment
Revenue (FY2025)
% of Group
Growth y/y
Margin
Strategic Fit
Payment Network
Not disclosed at FY level; H1 2025: $9,377M
~57% (H1 2025 basis)
+9% (Q4 2025 CN)
Not disclosed at category level
Core
Value-Added Services & Solutions
Not disclosed at FY level; H1 2025: $6,006M
~39% (H1 2025 basis)
+21% FY2025 CN (18% ex-acq)
Not disclosed at category level
Core
Total (FY2025)
$32.8B
100%
+16% GAAP / +15% CN
~58–60% adj. operating margin
—
Segment
Revenue (FY2025)
% of Group
Growth y/y
Margin
Strategic Fit
Payment Network
Not disclosed at FY level; H1 2025: $9,377M
~57% (H1 2025 basis)
+9% (Q4 2025 CN)
Not disclosed at category level
Core
Value-Added Services & Solutions
Not disclosed at FY level; H1 2025: $6,006M
~39% (H1 2025 basis)
+21% FY2025 CN (18% ex-acq)
Not disclosed at category level
Core
Total (FY2025)
$32.8B
100%
+16% GAAP / +15% CN
~58–60% adj. operating margin
—
BVNK (Mar-2026) — $1.5bn upfront + up to $300m contingent — stablecoin infrastructure expands digital-assets capabilitiesRecorded Future (Dec-2024) — $2.7bn cash consideration — expands cybersecurity and threat-intelligence capabilities
✂️ Restructuring (Apr-2026) — $202 million charge; savings intended to fund reinvestment and long-term growth — Recorded🔄 Strategic review (Jan-2026) — Review completed; reductions in certain areas and roles, with increased investment and focus elsewhere — Completed💰 Buyback (Jul-2026) — $8.9 billion repurchased in H1 2026; $7.8 billion authorization remaining as of Jul. 27 — Ongoing💰 Dividend increase (Jun-2026) — Quarterly dividend raised to $0.87 per share from $0.76; total H1 dividends of $1.5 billion — Ongoing💰 Buyback (Dec-2025) — New $14.0 billion authorization approved; $8.5 billion remained as of Jun. 30, 2026 — Ongoing💰 Buyback (Dec-2025) — $11.7 billion repurchased during 2025 — Completed✂️ Restructuring (2024) — $190 million charge to streamline the organization and deliver efficiencies for reinvestment — Completed
Sole dispositive power over 67.8M shares; sole voting power over 60.9M shares
Pinnacle Networks Foundation Asset Mgmt (MFAM)
7.4%
13G/A, Apr 16, 2026
🔵 Strategic/corporate
Wholly-owned subsidiary of Pinnacle Networks Foundation; shared dispositive and voting power with Foundation; charter caps Foundation at 20%; no voting control — Class A only
Directors & Officers (all)
<1%
Form 4 / proxy disclosure
👤 Insider
CEO Miebach largest individual insider at ~210K shares; all NEOs below 1% threshold
Class B holders (bank customers)
~0.7%
N/A
🔵 Strategic/corporate
Non-voting; held by payment network member banks distributed at IPO; <1% of total equity; no voting rights under charter
Sole dispositive power over 67.8M shares; sole voting power over 60.9M shares
Pinnacle Networks Foundation Asset Mgmt (MFAM)
7.4%
13G/A, Apr 16, 2026
🔵 Strategic/corporate
Wholly-owned subsidiary of Pinnacle Networks Foundation; shared dispositive and voting power with Foundation; charter caps Foundation at 20%; no voting control — Class A only
Directors & Officers (all)
<1%
Form 4 / proxy disclosure
👤 Insider
CEO Miebach largest individual insider at ~210K shares; all NEOs below 1% threshold
Class B holders (bank customers)
~0.7%
N/A
🔵 Strategic/corporate
Non-voting; held by payment network member banks distributed at IPO; <1% of total equity; no voting rights under charter
Two classes: publicly traded Class A is the only voting stock; non-voting Class B is held by certain customers; no holder has effective control—largest disclosed holders are Northharbor at 8.6%, Ironvale at 7.7%, and Pinnacle Networks Foundation Asset Management at 7.4%.Board is annually elected for one-year terms and was 11 directors in the 2026 proxy; not staggered.No poison pill or rights-plan disclosure, including expiry, appears in the reviewed sources: Not disclosed.Supermajority or fair-price provisions: Not disclosed.Holders may call a special meeting only if they continuously own at least 15% of Class A voting power for one year; written-consent rights were not approved.Proxy-access nominations require at least 3% ownership for three years; the 2027 window is November 28–December 28, 2026, while the separate advance-notice window for non-proxy-access nominations is February 16–March 18, 2027 and is not currently open.The April 26, 2026 bylaw amendments made technical, administrative, clarifying, and conforming changes, including director-eligibility standards and the definition of competitor; no takeover-specific change was disclosed.Defensibility: Moderate target
Lian Hoyt, CFO — appointed (Aug-2026) customer and product expertiseSanjay Mehta, Chief Business Officer — appointed (Aug-2026) global go-to-market leadershipLaura Kirkland, Chief Services Officer — appointed (Aug-2026) expanded services leadershipTrevor Marsh, Vice Chair — retired (Oct-2026) planned retirementRina Qadri, Director — departed (Jun-2026) tenure-limit policyJonas Gerhard, Network Products and Real-Time Payments Head — appointed (May-2026) Not disclosedCEO tenure: Not disclosed | CFO tenure: 7+ years
ATM litigation — Settlement talks began with one opt-out operator; broader class action alleges over $1 billion in single damages.Interchange regulation — Ongoing regulatory and antitrust challenges could reduce acceptance economics and materially impair growth.Disintermediation — Stablecoins and agentic commerce create emerging alternatives to traditional card credentials and network rails.Pricing pressure — Management continues to flag competitive pricing pressure, including merchant focus on acceptance costs.Customer concentration — Capital One portfolio migration highlights material exposure to large issuer relationships and switching decisions.Competitive share loss — Not disclosed.
Mar-2026 — FTC issues debanking warning letter to Pinnacle Networks CEO — FTC (public letter) — confirmed (FTC published the letter; no enforcement action filed as of Aug-2026)Feb-2026 — UK CAT rules Pinnacle Networks interchange arrangements anti-competitive — Competition Appeal Tribunal judgment (Trial 2) — confirmed (Pinnacle Networks/Vantage Network can still contest Article 101(3) exemption at Trial 3; Oct-2026 hearing scheduled)Dec-2024–ongoing — DOJ debit-routing inquiry still open per 10-K disclosures — Pinnacle Networks SEC filings (10-K FY2025, 10-Q Q1 2026) — confirmed (Pinnacle Networks disclosed ongoing DOJ inquiry into Durbin Amendment compliance; no complaint or resolution announced)Dec-2024 — Pinnacle Networks settles UK Merricks consumer class action £200m — mastercardconsumerclaim.co.uk / CAT — confirmed (settlement agreed without admission of liability; distribution proceedings ongoing)Apr-2026 — Turkey competition probe terminated after Pinnacle Networks commitments — Turkish Competition Board (via PublicNow) — confirmed (investigation closed Apr-2026 after binding commitments by Pinnacle Networks and Vantage Network)No press-reported takeover interest, activist stake-building, sale process, carve-out, or bidder approach identified for Pinnacle Networks in the last 12 months.
High
Divestiture / Carve-OutSpecial CommitteeECM / DCMNo Live Angle+3
THE ANGLE — No actionable mandate identified for Pinnacle Networks; regulatory exposure is material, but no divestiture, carve-out, special committee, ECM/DCM, takeover, activist or bidder process is disclosed.WHY NOW — October 2026 UK CAT Trial 3 hearing on Pinnacle Networks interchange arrangements is the only dated catalyst.THE IDEA — Propose a regulatory-readiness and strategic-options dialogue, not a transaction.THE RISK — No disclosed willingness to transact; the DOJ debit-routing inquiry remains open with no complaint or resolution announced.WHO TO CALL — Lian Hoyt, CFO; Sanjay Mehta, Chief Business Officer; Laura Kirkland, Chief Services Officer.TIMING — Monitor through the October 2026 UK CAT hearing; no nearer-term execution window is disclosed.MONITOR ONLY
MARKET CAP$28,827MLTM REVENUE GROWTH1.2%EV/EBITDA (NTM)6.82x12-MO TOTAL RETURN-61.8%EBITDA MARGIN36.9%ACQUIRER PROFILEHighThe situationThe opportunityWhy nowWho to callKey riskPowerPoint11 slides
table_chartTabletable_chart
Metric
Value
Signal
As of
2026-08-17 · USD · NASDAQ
3-month total return
🔴 ▼ -5.6%
Selling off
12-month total return
🔴 ▼ -61.8%
Weak
vs. sub-sector peers (12m)
-56.5 pts
Underperforming ⚠️
Drawdown from 52-week high
-62.8%
Deep drawdown 🩸
Metric
Value
Signal
As of
2026-08-17 · USD · NASDAQ
3-month total return
🔴 ▼ -5.6%
Selling off
12-month total return
🔴 ▼ -61.8%
Weak
vs. sub-sector peers (12m)
-56.5 pts
Underperforming ⚠️
Drawdown from 52-week high
-62.8%
Deep drawdown 🩸
🟡 Net leverage — ~2.8x (net debt ~$27.3bn / LTM adj. EBITDA ~$9.9bn; gross debt-to-adj.-EBITDA confirmed "below 3.2x" by management, as of 30-Jun-2026)Debt & cash — $27.9bn total debt ($1.2bn short-term + $26.7bn long-term, incl. ~$2.4bn finance leases; settlement assets/obligations of $17.6bn excluded); $627m cash and cash equivalents; no short-term investments disclosed⚠️ Maturity profile — nearest material maturity: 5.150% senior notes due Mar-2027 (partially retired via $1.41bn tender/open-market repurchase in Jun–Jul 2026; residual balance not separately disclosed); 3.200% notes due Jul-2026 refinanced via commercial paper; revolver matures Aug-2030; €1bn eurobonds issued Jun-2026 at 4-yr and 8-yr tranches (~2030/~2034); weighted average maturity not disclosedLiquidity — $4.2bn undrawn revolver capacity (net of $3.8bn designated for CP programs, near-term maturities and letters of credit; total facility ~$8.0bn) + $627m cash = ~$4.8bn availableCovenants — revolving credit facility maximum gross leverage 3.75x consolidated EBITDA; current gross leverage below 3.2x per management; ~0.55–0.85x headroom; in compliance as of 30-Jun-2026Capital returns — 60.0m share repurchase authorisation (Feb 2025, no expiry); 40.8m shares (~$2.3bn at ~$57/share) remaining as of 30-Jun-2026; no dividendAcquisition headroom: Moderate
S&P — BBB / Negative (as of 05-Nov-2025)Moody's — Baa2 / Stable (as of 16-Jun-2026)
table_chartTabletable_chart
Segment
Revenue (FY2025)
% of Group
Growth y/y
Margin
Strategic Fit
Merchant Solutions
$9,664M
~49%
+6% organic / +2% adjusted
34.5% adj. operating margin (–250 bps y/y)
Core
Financial Solutions
$10,140M
~51%
+2% organic / +5% adjusted
45.3% adj. operating margin (–200 bps y/y)
Core
Segment
Revenue (FY2025)
% of Group
Growth y/y
Margin
Strategic Fit
Merchant Solutions
$9,664M
~49%
+6% organic / +2% adjusted
34.5% adj. operating margin (–250 bps y/y)
Core
Financial Solutions
$10,140M
~51%
+2% organic / +5% adjusted
45.3% adj. operating margin (–200 bps y/y)
Core
AIB Merchant Services (Sep-2025) — $420m — Expands payments presence across IrelandICICI Merchant Services (Apr-2025) — $22m — Increases ownership of Indian acceptance businessStoneCastle (Dec-2025) — undisclosed — Adds stablecoin custody and cash managementTD merchant portfolio (Dec-2025) — undisclosed — Expands merchant acquiring capabilitiesSmith Consulting (Dec-2025) — undisclosed — Adds advisory services for financial institutionsMoneyPass Group (Aug-2026) — undisclosed — Forms joint venture around ATM businesses
Student loan servicing divestiture (Aug-2026) — Size not disclosed — Expected to close in Q3 2026MoneyPass Group JV (Aug-2026) — MoneyPass Network, ATM Managed Services and Cash Intelligence; Meridian Processing retained a minority stake — CompletedProject Elevate cost programme (Jun-2026) — At least $500 million of run-rate savings identified — Initiatives in executionManaged ATM business divestiture (Jun-2026) — Size not disclosed — Closed August 5, 2026India SMB and fuel merchant segments exit (Jun-2026) — Unprofitable segments exited; size not disclosed — CompletedShare repurchases (Jun-2026) — $300 million repurchased in H1 2026, including $100 million in Q2 — OngoingWells Fargo Merchant Services JV exit (Apr-2025) — Meridian Processing received $453 million upon JV expiration — CompletedMerchant alliance JV termination (Sep-2024) — Meridian Processing redeemed the minority partner’s 1% interest via future distribution of merchant contracts; $89 million gain recognized in Q3 2025 — Completed
table_chartTabletable_chart
Holder
Stake %
Filing
Type
Note
Northharbor Group
11.9%
13G/A, Jan 2026
⚪ Passive index
Largest holder; 63.4M shares; shared dispositive power over full position
Halden & Fry
9.3%
13G, Feb 2026
⚪ Passive long-only
49.5M shares; sole voting & dispositive power
Ironvale, Inc.
7.5%
13G, Jan 2024
⚪ Passive index
39.9M shares; Ironvale proxy footnote references Jan 26, 2024 filing — not recently updated
Ashcroft Associates
<5%
Below 5% threshold by Feb 2026
⚪ Passive long-only
Was 6.3% / 35.2M shares in 2025 proxy; dropped off 2026 proxy 5%+ table
ORLA Partners
~1.3% econ.
13D Jun 4, 2026; amended Jun 29 & Jul 8, 2026
🚨 Activist
13D = control-intent signal. Built position late 2025; private discussions with mgmt early 2026; public letter Jul 30, 2026 demanding full portfolio review and board refresh
Martin H. Calloway (fmr. CEO/Chairman)
0%
Form 4 / proxy
👤 Founder/insider
Departed to become U.S. Social Security Commissioner; 0 shares per 2026 proxy
All Directors & Officers (group)
<1%
Proxy, Feb 2026
👤 Insider
~4.2M shares collectively; no control block
Holder
Stake %
Filing
Type
Note
Northharbor Group
11.9%
13G/A, Jan 2026
⚪ Passive index
Largest holder; 63.4M shares; shared dispositive power over full position
Halden & Fry
9.3%
13G, Feb 2026
⚪ Passive long-only
49.5M shares; sole voting & dispositive power
Ironvale, Inc.
7.5%
13G, Jan 2024
⚪ Passive index
39.9M shares; Ironvale proxy footnote references Jan 26, 2024 filing — not recently updated
Ashcroft Associates
<5%
Below 5% threshold by Feb 2026
⚪ Passive long-only
Was 6.3% / 35.2M shares in 2025 proxy; dropped off 2026 proxy 5%+ table
ORLA Partners
~1.3% econ.
13D Jun 4, 2026; amended Jun 29 & Jul 8, 2026
🚨 Activist
13D = control-intent signal. Built position late 2025; private discussions with mgmt early 2026; public letter Jul 30, 2026 demanding full portfolio review and board refresh
Martin H. Calloway (fmr. CEO/Chairman)
0%
Form 4 / proxy
👤 Founder/insider
Departed to become U.S. Social Security Commissioner; 0 shares per 2026 proxy
All Directors & Officers (group)
<1%
Proxy, Feb 2026
👤 Insider
~4.2M shares collectively; no control block
Share structure: Single-class common stock; no effective controlling holder disclosed.Board classification and size: Not disclosed.Poison pill / rights plan: Not disclosed.Supermajority or fair-price provisions: Not disclosed.Special meeting / written consent rights: Not disclosed.Advance-notice window for nominations and whether currently open: Not disclosed.Recent charter or bylaw amendment affecting control: Not disclosed.Defensibility: Moderate target
Divya Suriyan, President — departed (Jul-2026); resigned for good reasonAdam Gilby and Sri Krishnan, Financial Solutions interim leaders — appointed (Jul-2026); orderly transitionThanos Georgiou, CEO — appointed (Jun-2026); board-appointed successionPhilip M. Tolliver, CFO — appointed (Jun-2026); CEO transitionMartin H. Calloway, CEO — departed (Jun-2025); CEO transition
Core banking attrition — Above-normal attrition reflects service issues, creating share-loss risk across nearly 3,000 bank and credit-union clients.Growth and margin reset — 2026 organic revenue outlook fell to (1%)–0%, while Q2 adjusted operating margin declined to 31.8% from 39.6%.Competitive disintermediation — Digital wallets, real-time payments, ISVs and software platforms are eroding traditional processing differentiation and merchant control.Pricing and mix pressure — Clover fee eliminations, lower hardware/data revenue and weaker Argentina anticipation revenue pressured growth despite 11% GPV expansion.Argentina concentration — Argentina anticipation revenue reduced Q2 adjusted revenue growth by 90 bps and adjusted operating margin by 60 bps.Regulatory and litigation overhang — SEC and SDNY investigations into 2025 guidance remain active alongside securities and fiduciary-duty litigation with indeterminate exposure.
Jul-2026 — Jana letter demands full portfolio review, board refresh — Newsgate (exclusive) — unconfirmed (Meridian Processing has not publicly acknowledged the letter)Jul-2026 — President Suryadevara resigns amid broader leadership restructuring — Meridian Processing 8-K (SEC filing) — confirmedJun-2026 — CEO Michael Lyons resigns; new leadership appointed — Meridian Processing 8-K (SEC filing) — confirmedFeb-2026 — Jana Partners discloses stake, privately engages management — Ledgerline — unconfirmed (stake-building reported; Meridian Processing has not confirmed engagement)Jan-2026 — Meridian Processing in talks to sell STAR/Accel debit networks to banks — WSJ/Newsgate — unconfirmed (discussions described as preliminary; no deal certain)2025 — ATM/cash services JV formed with Bridgeport Partners (~$300M proceeds) — Meridian Processing press release — confirmed
Meridian Processing portfolio review: advise on a potential STAR/Accel debit-network divestiture while preparing an activist-defence workstream around Jana’s reported call for a full portfolio review and board refresh.Jana’s reported July 2026 letter and Meridian Processing’s June–July 2026 CEO and president transitions create an immediate governance and strategic-review window.Propose a dual-track mandate: strategic alternatives for STAR/Accel, including a bank-led sale or carve-out, alongside board-ready activist defence and ECM/DCM options.The Jana letter and STAR/Accel sale discussions remain unconfirmed, and no transaction is certain.Thanos Georgiou, CEO; Philip M. Tolliver, CFO; Adam Gilby and Sri Krishnan, interim Financial Solutions leaders.Call immediately in the July 2026 restructuring window, before any portfolio-review or STAR/Accel process becomes formal.HIGH CONVICTION
3check
domainAtlas DataADIdomainAtlas DataADI
Atlas Data - 10-Q (Aug 4, 2026).pdfAtlas Data - 10-Q (May 8, 2026).pdfAtlas Data - Q2 2026 Earnings Call.pdfAtlas Data - Q2 2026 Investor Presentation.pdfAtlas Data - 8-K (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers).pdfAtlas Data - 8-K (Submission of Matters to a Vote of Security Holders).pdfAtlas Data - Q1 2026 Earnings Call.pdfAtlas Data - 8-K (Entry Into Material Definitive Agreement and Other Events Report).pdfAtlas Data - 8-K (Atlas Data Reports First Quarter 2026 Results and Reiterates Full-Year Outlook).pdfAtlas Data - 8-K (Departure And Appointment Of Certain Officers And Compensatory Arrangements).pdfAtlas Data - 8-K (Current Report On Departure Of Director Or Officer And Compensatory Arrangements).pdfAtlas Data - 8-K (Atlas Data Reports Second Quarter 2026 Results).pdf+11
MARKET CAP$20,062MLTM REVENUE GROWTH+~29%EV/EBITDA (NTM)6.77x12-MO TOTAL RETURN-39.7%EBITDA MARGIN41.7%ACQUIRER PROFILELowThe situationThe opportunityWhy nowWho to callKey riskPowerPoint9 slides
table_chartTabletable_chart
Metric
Value
Signal
As of
2026-08-17 · USD · NYSE
3-month total return
🔴 ▼ -1.4%
Selling off
12-month total return
🔴 ▼ -39.7%
Weak
vs. sub-sector peers (12m)
-40.2 pts
Underperforming ⚠️
Drawdown from 52-week high
-42.7%
Deep drawdown 🩸
Metric
Value
Signal
As of
2026-08-17 · USD · NYSE
3-month total return
🔴 ▼ -1.4%
Selling off
12-month total return
🔴 ▼ -39.7%
Weak
vs. sub-sector peers (12m)
-40.2 pts
Underperforming ⚠️
Drawdown from 52-week high
-42.7%
Deep drawdown 🩸
🔴 Net leverage — 3.6x (net debt $20.5bn / LTM Adj. EBITDA $5.6bn, as of 30-Jun-2026; net debt = $21.2bn total debt less $0.7bn cash; LTM EBITDA = H2 2025 $2.9bn + H1 2026 $2.7bn from continuing operations; settlement assets/liabilities excluded)Debt & cash — $21.2bn total debt ($4.2bn short-term borrowings incl. commercial paper + $1.5bn current portion LTD + $15.4bn long-term debt); $0.7bn cash; no short-term investments disclosed; as of 30-Jun-2026⚠️ Maturity profile — $1.5bn current portion of long-term debt due within 12 months; weighted average maturity not disclosed (effective weighted average interest rate 3.8%)Liquidity — $7.0bn total revolving credit facility capacity ($6.0bn amended facility + $1.0bn incremental, both backstopping ECP/USCP programs); undrawn balance not explicitly disclosed; $0.7bn cash on handCovenants — specific maximum net leverage ratio not disclosed in filings; company targets gross leverage of ~2.8x, implying meaningful covenant headroom above current 3.5x gross leverageCapital returns — $3.0bn buyback authorisation (Aug 2024), ~$1.7bn remaining; buybacks temporarily curtailed pending deleveraging to ~2.8x gross leverage; quarterly dividend of $0.44/share being paidAcquisition headroom: Constrained — net leverage 3.6x (above 3.0x threshold); management has explicitly paused tuck-in M&A to accelerate deleveraging
S&P — BBB / Stable (as of 04-Mar-2026)Moody's — Baa2 / Stable (as of 04-Mar-2026)Fitch — BBB / Stable (as of 04-Mar-2026)
table_chartTabletable_chart
Segment
Revenue (FY 2026 Outlook)
% of Group
Growth y/y (pro forma)
Adj. EBITDA Margin
Strategic Fit
Banking Solutions
~$10,200–$10,300m
~75%
5.0%–5.5%
45.8% (Q2 2026)
Core
Capital Market Solutions
~$3,250–$3,350m
~24%
3.0%–3.5%
51.9% (Q2 2026)
Adjacent
Corporate and Other
~$180–$200m
~1–2%
Declining
N/M (cost centre)
Non-core
Segment
Revenue (FY 2026 Outlook)
% of Group
Growth y/y (pro forma)
Adj. EBITDA Margin
Strategic Fit
Banking Solutions
~$10,200–$10,300m
~75%
5.0%–5.5%
45.8% (Q2 2026)
Core
Capital Market Solutions
~$3,250–$3,350m
~24%
3.0%–3.5%
51.9% (Q2 2026)
Adjacent
Corporate and Other
~$180–$200m
~1–2%
Declining
N/M (cost centre)
Non-core
Issuer Solutions Business (Horizon Commerce) (Jan-2026) — ~$7.7bn cash plus Atlas Data Nexus Payments interest — Expands issuer processing and payment capabilitiesTwo additional businesses (H1-2026) — ~$505m aggregate consideration — Adds cross-selling, integration, and growth opportunities
Nexus Payments minority stake sale (Jan-2026) — Sold Atlas Data’s remaining 45% Nexus Payments interest for $5.8B — completed, subject to customary post-closing adjustmentsCapital Markets strategic alternatives review (Jun-2026) — Evaluating alternatives for select products that may not fit the segment’s strategic profile — underwayShare repurchase programme paused (Apr-2026) — Temporarily curtailed buybacks to accelerate deleveraging; resumption targeted at approximately 2.8x gross leverage — pausedTuck-in M&A paused (Apr-2026) — Temporarily paused tuck-in acquisitions alongside buybacks to accelerate deleveraging — pausedAnthropic partnership (Apr-2026) — Co-building financial-crime and agentic-fraud capabilities, with Atlas Data owning the deployed agent and regulated infrastructure — activeQuarterly dividend maintained (Apr-2026) — Continued quarterly dividends, targeting per-share growth in line with adjusted EPS growth — ongoing
table_chartTabletable_chart
Holder
Stake %
Filing
Type
Note
Northharbor Group
13.4%
13G/A — Feb 12, 2024
⚪ Passive index
Internal realignment in 2026; Northharbor Capital Mgmt separately reported 7.54% / 38.8M shares in Apr 2026
Halden & Fry
9.5%
13G/A — Feb 13, 2026
⚪ Passive long-only
Active value manager; no activist intent disclosed
Calder Trust & Co.
8.6%
13G
⚪ Passive/asset mgmt
Custodial + asset mgmt aggregation
Ironvale, Inc.
7.5%
13G/A — Apr 17, 2025
⚪ Passive index
Sole voting power 35.1M shares; sole dispositive 38.9M shares
Meridian Research Investors
5.5%
13G
⚪ Passive long-only
28.35M shares as of Apr 13, 2026
Holder
Stake %
Filing
Type
Note
Northharbor Group
13.4%
13G/A — Feb 12, 2024
⚪ Passive index
Internal realignment in 2026; Northharbor Capital Mgmt separately reported 7.54% / 38.8M shares in Apr 2026
Halden & Fry
9.5%
13G/A — Feb 13, 2026
⚪ Passive long-only
Active value manager; no activist intent disclosed
Calder Trust & Co.
8.6%
13G
⚪ Passive/asset mgmt
Custodial + asset mgmt aggregation
Ironvale, Inc.
7.5%
13G/A — Apr 17, 2025
⚪ Passive index
Sole voting power 35.1M shares; sole dispositive 38.9M shares
Meridian Research Investors
5.5%
13G
⚪ Passive long-only
28.35M shares as of Apr 13, 2026
Share structure: Single-class common stock; 515.7 million shares outstanding as of July 31, 2026; no effective controlling holder disclosed.Board: Annually elected; nine directors following the 2026 annual meeting, reduced from ten.Poison pill / rights plan: Not disclosed.Supermajority / fair-price provisions: Not disclosed.Special meeting / written consent: Not disclosed.Advance-notice window: Not disclosed; current nomination window cannot be determined.Recent charter / bylaw amendments: Not disclosed.Defensibility: Soft target.
Clara Tsang, Chief Legal & Corporate Affairs Officer and Corporate Secretary — departed (Jul-2026)Farhad Bhatia, Chief Product Technology Officer — departed (Mar-2026)Martin Bergman, Director — departed (Jun-2026)CEO tenure: Not disclosed | CFO tenure: Not disclosed
Capital Markets attrition — Alpenbank–Helvetia Union consolidation reduced 2026 revenue growth by ~1 point; slower sales and backlog conversion cut guidance.Competitive unbundling — Disruptive technologies and international entrants threaten pricing and comprehensive-suite economics by separating individual solutions.Cost pass-through — Vendor costs increased materially, while market conditions limit Atlas Data’s ability to offset inflation through pricing.Strategic portfolio pruning — Atlas Data is evaluating alternatives for Capital Markets products outside its large-financial-institution ecosystem, signaling potential revenue reshaping.Former Merchant Solutions litigation — Securities litigation settled with expected insurance coverage and no material financial impact; residual reputational scrutiny remains.
Aug-2026 — Atlas Data launches Capital Markets select-product strategic alternatives review — Atlas Data Q2 2026 investor presentation and earnings call (company-confirmed) — confirmed; management clarified this is not a review of the entire Capital Markets segment and no buyer, structure, or timetable has been namedJul-2026 — $210M Nexus Payments securities class action settlement court-approved — AOL/court records — confirmed; Atlas Data and defendants denied wrongdoing; settlement substantially covered by insuranceJan-2026 — Atlas Data completes $7.7B Issuer Solutions acquisition, exits Nexus Payments stake — Atlas Data press release / SEC 8-K — confirmed; Atlas Data sold its remaining 45% Nexus Payments interest to Horizon Commerce for ~$6.6B and acquired TSYS Issuer Solutions, closing January 9, 2026Nov-2025 — UK CPNI clears Atlas Data/TSYS and Horizon Commerce/Nexus Payments deals — UK CPNI case pages — confirmed; Atlas Data/TSYS cleared Phase 1 on November 27, 2025; Horizon Commerce/Nexus Payments cleared October 20, 2025Apr-2025 — Atlas Data announces Nexus Payments exit and Issuer Solutions deal simultaneously — Atlas Data press release — confirmed; definitive agreements signed April 17, 2025, valued Nexus Payments at ~$18.5B enterprise valueQ4-2025 — Shareholder derivative demands rejected; board moves to dismiss actions — Atlas Data 10-Q (Aug 2026) — confirmed; demand review committee recommended rejection August 28, 2025; board unanimously adopted; motions to dismiss filed November 24, 2025
Atlas Data has a live divestiture/carve-out mandate around select Capital Markets products; propose a targeted strategic-alternatives process rather than a broad segment sale.The review was launched in August 2026, following Atlas Data’s January 9, 2026 completion of the $7.7B Issuer Solutions acquisition and exit from its Nexus Payments stake.Advise Atlas Data on a focused sale, spin or carve-out of the reviewed Capital Markets products, including buyer outreach, separation planning and potential ECM/DCM funding for the streamlined platform.Management has not disclosed the products in scope, a buyer, transaction structure or timetable, and explicitly said the review does not cover the entire Capital Markets segment.Atlas Data corporate development and CFO office; named executive contact not disclosed. Clara Tsang, former Chief Legal & Corporate Affairs Officer, departed in July 2026.Call this quarter, immediately following the August 2026 review launch and before scope, structure or buyer outreach is fixed.
MARKET CAP$19,287.3MLTM REVENUE GROWTH+7.5%EV/EBITDA (NTM)9.58x12-MO TOTAL RETURN+3.2%EBITDA MARGIN45.2%ACQUIRER PROFILEMediumThe situationThe opportunityWhy nowWho to callKey riskPowerPoint8 slides
table_chartTabletable_chart
Metric
Value
Signal
As of
2026-08-17 · USD · NYSE
3-month total return
🟢 ▲ +33.1%
Rallying
12-month total return
🟢 ▲ +3.2%
Strong
vs. sub-sector peers (12m)
🟢 +16.2 pts
Outperforming
Drawdown from 52-week high
-5.4%
Near highs
Metric
Value
Signal
As of
2026-08-17 · USD · NYSE
3-month total return
🟢 ▲ +33.1%
Rallying
12-month total return
🟢 ▲ +3.2%
Strong
vs. sub-sector peers (12m)
🟢 +16.2 pts
Outperforming
Drawdown from 52-week high
-5.4%
Near highs
🔴 Net leverage — ~3.4x (net debt ~$17.0bn / LTM adj. EBITDA implied ~$4.9bn; management stated "just below 3.5x," as of 30-Jun-2026; settlement lines of credit excluded per definition; exact EBITDA denominator not separately disclosed in filing excerpts)Debt & cash — ~$22.4bn recourse debt (current portion of LTD $0.9bn + long-term debt $21.5bn, per 10-Q balance sheet; settlement lines of credit excluded); $5.4bn cash and cash equivalents; >90% fixed rate at ~4% weighted average cost⚠️ Maturity profile — nearest maturity ~$0.9bn current portion of long-term debt due within 12 months of 30-Jun-2026; $15.6bn aggregate senior unsecured notes outstanding maturing at various dates to 2052; weighted average maturity not disclosedLiquidity — revolving credit facility size and drawn/undrawn balance as of 30-Jun-2026 not disclosed in available filing excerpts; $5.4bn cash on handCovenants — specific maximum net leverage covenant level not disclosed in available filing excerpts; management targets 3.0x net leverage by end-2027, implying ~0.4x of deleveraging headroom from current ~3.4xCapital returns — $1.4bn remaining under share repurchase authorisation (no expiry); $0.25/share quarterly dividend declared; $1.2bn returned YTD against >$2bn 2026 plan; $7.5bn cumulative return target 2025–2027Acquisition headroom: Constrained — net leverage above 3.0x; management explicitly committed to preserving investment-grade ratings and deleveraging to 3.0x by end-2027, leaving no stated capacity for incremental M&A debt
S&P — BBB- / Stable (as of Apr-2025)Moody's — Baa3 / Stable (as of Mar-2026)Fitch — BBB / Stable (as of 09-Jan-2026)
table_chartTabletable_chart
Segment
Revenue (Q2 2026, adj.)
% of Group
Growth y/y (norm.)
Margin (contribution)
Strategic Fit
SMB
$1,510M
48%
+4%
59%
Core
Enterprise
$838M
27%
+7%
78%
Core
Platforms
$628M
20%
+7%
45%
Core
Other
~$190M implied
~5%
Declining
Not disclosed
Non-core
Segment
Revenue (Q2 2026, adj.)
% of Group
Growth y/y (norm.)
Margin (contribution)
Strategic Fit
SMB
$1,510M
48%
+4%
59%
Core
Enterprise
$838M
27%
+7%
78%
Core
Platforms
$628M
20%
+7%
45%
Core
Other
~$190M implied
~5%
Declining
Not disclosed
Non-core
Nexus Payments (Jan-2026) — ~$17.0bn preliminary purchase consideration — Scales global merchant payments and softwareTakepayments (Jun-2024) — ~$250m reported valuation; consideration undisclosed — Expands UK SMB merchant acquiring capabilitiesYazara (Not disclosed) — undisclosed — Adds softPOS technology across merchant verticals
💰 Buyback and dividend action (Aug-2026) — Returned $1.2 billion to shareholders year-to-date; 2026 capital-return plan exceeds $2 billion; quarterly dividend approved at $0.25 per share — Ongoing✂️ Integration restructuring (Jun-2026) — Realigned reporting structure into Enterprise, Platforms and SMB; consolidated technology architecture and simplified go-to-market organization — Implemented💰 Accelerated share repurchase (May-2026) — $500 million ASR launched; approximately 5.7 million shares initially delivered; settlement expected by Jun-2026 — Completed / settling✂️ Nexus Payments integration programme (Apr-2026) — Targeted $200 million of revenue synergies and $600 million of expense synergies; Day 100 initiatives completed ahead of plan — In execution📤 Issuer Solutions divestiture (Jan-2026) — Sold Issuer Solutions to Atlas Data for approximately $7.5 billion in cash plus Atlas Data’ Nexus Payments ownership interest — Closed Jan-2026📤 Nexus Payments acquisition (Jan-2026) — Acquired 100% of Nexus Payments from Atlas Data and GTCR for approximately $6.0 billion in cash plus 42.8 million Horizon Commerce shares — Closed Jan-2026📤 Payroll business divestiture (Sep-2025) — Divested payroll business; transaction value not disclosed — Closed Sep-2025🤝 Gantry partnership (Nov-2025) — Partnered with Gantry to enable agentic commerce using the Agent Payments Protocol; financial terms not disclosed — Active
table_chartTabletable_chart
Holder
Stake %
Filing
Type
Note
GTRC LLC
15.45%
Sch. 13G, Jan 2026
🔵 Strategic/Corporate
Received 42.8M shares as Nexus Payments deal consideration (Jan 9, 2026); subject to broad standstill — cannot seek control, launch proposals, or solicit proxies; registration rights agreement in place; no 13D filed
Northharbor Group
~6.2%
Sch. 13G, Apr 29, 2026
⚪ Passive index
17.0M shares; filed under Rule 13d-1(b); certified held in ordinary course, not for influencing control
Ironvale, Inc.
~6.3–6.9%
Sch. 13G/A, Jan 26, 2024
⚪ Passive index
17.65M–18.97M shares; sole dispositive power; no control intent
Quartz Lake Group
Not disclosed
Investment Agreement (Oct 2022)
🔵 Strategic/Corporate
Holds 1.00% convertible senior notes due 2029; board designation right (Joseph Osnoss) as long as ≥50% of notes held; common equity stake not separately disclosed
Bay Harbour Corp.
~3.8%
Not disclosed
⚪ Passive index
~10.51M shares per latest tracked filings
KMR LLC / Trellis
~1.9%
Not disclosed
⚪ Passive index
~5.07M shares per latest tracked filings
Directors & Officers (all)
~1.3%
Proxy disclosure
👤 Insider
As of Feb 2023 proxy; no single insider above 1%
Holder
Stake %
Filing
Type
Note
GTRC LLC
15.45%
Sch. 13G, Jan 2026
🔵 Strategic/Corporate
Received 42.8M shares as Nexus Payments deal consideration (Jan 9, 2026); subject to broad standstill — cannot seek control, launch proposals, or solicit proxies; registration rights agreement in place; no 13D filed
Northharbor Group
~6.2%
Sch. 13G, Apr 29, 2026
⚪ Passive index
17.0M shares; filed under Rule 13d-1(b); certified held in ordinary course, not for influencing control
Ironvale, Inc.
~6.3–6.9%
Sch. 13G/A, Jan 26, 2024
⚪ Passive index
17.65M–18.97M shares; sole dispositive power; no control intent
Quartz Lake Group
Not disclosed
Investment Agreement (Oct 2022)
🔵 Strategic/Corporate
Holds 1.00% convertible senior notes due 2029; board designation right (Joseph Osnoss) as long as ≥50% of notes held; common equity stake not separately disclosed
Bay Harbour Corp.
~3.8%
Not disclosed
⚪ Passive index
~10.51M shares per latest tracked filings
KMR LLC / Trellis
~1.9%
Not disclosed
⚪ Passive index
~5.07M shares per latest tracked filings
Directors & Officers (all)
~1.3%
Proxy disclosure
👤 Insider
As of Feb 2023 proxy; no single insider above 1%
Single-class common stock; GTCR W Aggregator LP owns 15.5%, with no effective control disclosed.Annual director elections; 12 directors nominated for 2026, with board size reduced from 13 to 12 after the annual meeting.Poison pill or rights plan: Not disclosed.Supermajority or fair-price provisions: Not disclosed.Shareholders may propose acting by written consent; the 2026 proxy included a shareholder proposal on this right. Special-meeting rights: Not disclosed.Advance-notice window for nominations: notice due no earlier than 120 days and no later than 90 days before the anniversary of the prior year’s proxy mailing; currently open status: Not disclosed.Recent governance changes include the Twelfth Amended and Restated Bylaws dated February 21, 2023, plus the 2026 reduction in board size from 13 to 12 directors.Defensibility: Moderate target.
Nicola Vivien, Chief People, Culture and Change Officer — appointed executive officer (Jan-2026)Dominic Greer, Chief Administrative Officer — departed (Jan-2026); resigned for good reasonGabriel de Montessus, Enterprise President — appointed (Feb-2026); joined from Nexus PaymentsMason Doyle, Platforms President — appointed (Feb-2026); joined from Nexus PaymentsDorian Rumsey, SMB President — appointed (Feb-2026); internal promotion
Nexus Payments integration execution — Integration remains central to realizing $600M expense synergies; delays, disruption, or client attrition could impair growth and margins.Competitive differentiation — Horizon Commerce is materially investing in Genius, AI, and agentic commerce to defend share against increasingly capable payment platforms.Regulatory and network exposure — Vantage Network/Pinnacle Networks rules, registration requirements, sponsorship obligations, and changing payment regulations could constrain operations or economics.Client retention and pricing power — Renewals and new wins may require favorable commercial terms; failure to retain clients could pressure revenue growth.Platform and embedded-payments competition — Horizon Commerce is expanding among payfacs, marketplaces, and software platforms, where competition for partners and share is increasing.Litigation or client/geographic concentration with quantified financial exposure — Not disclosed.
Jul-2025 — Rothbury amassed undisclosed stake in HCC post-Nexus Payments — Ledgerline Law — unconfirmed (size and initial demands not publicly disclosed; HCC shares rose 6%+ on the report)Aug-2025 — Rothbury-HCC settlement: board seats, integration committee formed — SEC filing (8-K, tm2527113) — confirmed (Rothbury named itself a largest investor; HCC committed to board refreshment including a second director by/after 2026 AGM)Aug-2025 — CEO flagged active portfolio review, further divestitures possible — Payments Wire / HCC investor conference — confirmed (Bready declined to name assets citing process sensitivity; SEC filings through Q1 2026 retain "potential assets for disposition" language)Jan-2026 — GTCR holds ~15.45% HCC stake with block-trade registration rights — SEC Schedule 13G — confirmed (lock-up provisions apply; GTCR entitled to underwritten offerings ≥$200M after lock-up release; no secondary sale announced as of Aug-2026)Dec-2024 — AdvancedMD carved out to Francisco Partners for ~$1.1B — Payments Wire / HCC press release — confirmedSep-2025 — Heartland Payroll Solutions sold to Acrisure for ~$1.1B — HCC press release / 10-Q — confirmed
HCC is actionable for activist defence and portfolio monetization: Rothbury engagement, GTCR’s 15.45% stake, and ongoing divestitures create a credible sell-side, carve-out, and balance-sheet mandate.HCC settled with Rothbury in Aug-2025, while management continues to flag potential asset dispositions and recently sold Heartland Payroll Solutions for ~$1.1B in Sep-2025.Pitch a dual-track review: monetize remaining non-core assets, including a potential carve-out, alongside ECM/DCM options to fund simplification and reinforce the post-Rothbury capital-allocation plan.Rothbury’s demands were partly addressed through the Aug-2025 settlement, reducing the immediate pressure for a broader strategic transaction.Cameron Bready, CEO; Rothbury’s designated board representatives; and GTCR, which held ~15.45% as of Jan-2026.Call before HCC’s 2026 AGM, when the company committed to further board refreshment, and while “potential assets for disposition” remains in SEC disclosures.
Velocity Digital - 8-K (Financial Results For The Quarter Ended June 30, 2026).pdfVelocity Digital - 10-Q (Jul 28, 2026).pdfVelocity Digital - 10-Q (May 5, 2026).pdf+2
Digital Wallets & P2P
table_chartTabletable_chart
Metric
Value
Basis
Revenue (LTM)
$34,128M
LTM Jun-26
Revenue growth (LTM y/y)
+5.7%
LTM Jun-26 vs Jun-25
Revenue growth (NTM consensus)
+12.4%
Cap IQ Est., Dec-25
EBITDA (LTM)
$6,456M
LTM Jun-26
EBITDA margin (LTM)
18.9%
LTM Jun-26
EPS (NTM consensus)
$5.35
Cap IQ Est., Dec-25
Market cap
$52.7B
Aug 14, 2026
Enterprise value
$55.7B
Aug 14, 2026
EV/Revenue (NTM)
1.67x
Cap IQ Est., Dec-25
EV/EBITDA (NTM)
7.73x
Cap IQ Est., Dec-25
P/E (NTM)
11.5x
Cap IQ Est., Dec-25
EV/EBITDA vs. sub-sector median (NTM)
🔻 −73% vs. 28.8x median
Peers LTM; Cap IQ–
Metric
Value
Basis
Revenue (LTM)
$34,128M
LTM Jun-26
Revenue growth (LTM y/y)
+5.7%
LTM Jun-26 vs Jun-25
Revenue growth (NTM consensus)
+12.4%
Cap IQ Est., Dec-25
EBITDA (LTM)
$6,456M
LTM Jun-26
EBITDA margin (LTM)
18.9%
LTM Jun-26
EPS (NTM consensus)
$5.35
Cap IQ Est., Dec-25
Market cap
$52.7B
Aug 14, 2026
Enterprise value
$55.7B
Aug 14, 2026
EV/Revenue (NTM)
1.67x
Cap IQ Est., Dec-25
EV/EBITDA (NTM)
7.73x
Cap IQ Est., Dec-25
P/E (NTM)
11.5x
Cap IQ Est., Dec-25
EV/EBITDA vs. sub-sector median (NTM)
🔻 −73% vs. 28.8x median
Peers LTM; Cap IQ–
Digital Wallets & P2P | Sell-Side / Take-Private, Divestiture / Carve-Out, ECM / DCM | Medium conviction
MARKET CAP$52.7BLTM REVENUE GROWTH+5.7%EV/EBITDA (NTM)7.73x12-MO TOTAL RETURN-12.8%EBITDA MARGIN18.9%ACQUIRER PROFILEMediumThe situationThe opportunityWhy nowWho to callKey riskPowerPoint8 slides
table_chartTabletable_chart
Metric
Value
Signal
As of
2026-08-17 · USD · NASDAQ
3-month total return
🟢 ▲ +36.6%
Rallying
12-month total return
🔴 ▼ -12.8%
Weak
vs. sub-sector peers (12m)
🔴 -12.9 pts
In line
Drawdown from 52-week high
-23.7%
Off highs
Metric
Value
Signal
As of
2026-08-17 · USD · NASDAQ
3-month total return
🟢 ▲ +36.6%
Rallying
12-month total return
🔴 ▼ -12.8%
Weak
vs. sub-sector peers (12m)
🔴 -12.9 pts
In line
Drawdown from 52-week high
-23.7%
Off highs
🟢 Net leverage — 0.33x (net debt $2.1bn / LTM EBITDA $6.5bn, as of 30-Jun-2026); net debt = $13.4bn total debt (short-term $2.5bn + long-term $10.9bn) less $11.3bn corporate cash and short-term investments; funds receivable and customer accounts ($39.7bn) excluded per payments-issuer conventionDebt & cash — $13.4bn total debt ($2.5bn short-term incl. commercial paper + $10.9bn long-term); $8.3bn cash and cash equivalents + $2.95bn short-term investments = $11.3bn corporate liquidity (customer/settlement funds excluded)⚠️ Maturity profile — $1.75bn current portion of long-term debt due within 12 months of 30-Jun-2026; commercial paper (sub-397-day maturities) included in $2.5bn short-term debt; individual tranche dates and weighted average maturity not disclosed in Note 12 as extractedLiquidity — $11.3bn corporate cash and short-term investments; revolving credit facility capacity and drawn/undrawn amounts not disclosed in extracted filingsCovenants — Not disclosedCapital returns — $10.9bn remaining under Feb-2025 buyback authorisation (67m shares / ~$3.0bn repurchased H1 2026); quarterly dividend of $0.14/share initiated (paid Jun-2026 and Mar-2026)Acquisition headroom: Moderate — net leverage 0.33x (well below 1.0x) and $11.3bn corporate liquidity comfortably covers near-term maturities, but $1.75bn maturity falls within 18 months of today, precluding "High" on a strict test
S&P — A- / Stable (as of 12-May-2026)Moody's — A3 / Stable (as of 17-Aug-2023)Fitch — A- / Stable (as of 14-Nov-2025)
✂️ Strategic reorganization and business simplification (Apr-2026) — Expected to generate at least $1.5 billion of gross annualized run-rate savings over two to three years through operating-structure changes, AI and automation adoption, and streamlined decision-making — announced; implementation underway✂️ 2Q 2025 technology and workforce restructuring plan (Jun-2025) — 18–42-month program to exit certain data centers, migrate to cloud solutions, reduce operating costs, and optimize the workforce; workforce component expected substantially complete in 2026 and infrastructure component in 2028 — ongoing💰 Cash dividend (May-2026) — $0.14 per share, approximately $125 million in aggregate; paid June 25, 2026 — completed💰 Cash dividend (Feb-2026) — $0.14 per share, approximately $130 million in aggregate; paid March 25, 2026 — completed🏷️ Loans and interest receivable held for sale (Mar-2026) — Approximately $61 million of losses recorded, including net losses on sales and fair-value adjustments — disclosed; held-for-sale activity ongoing
table_chartTabletable_chart
Holder
Stake %
Filing
Type
Note
Northharbor Group (incl. affiliates)
10.05%
13G/A — Jan 2025 (as of Dec 31, 2025)
⚪ Passive index
Subsequent internal reorganization disaggregated holdings among subsidiaries; Northharbor Capital Management LLC separately reported 6.99% as of Mar 31, 2026. No control intent.
Ironvale, Inc.
8.06%
13G/A — Jan 26, 2024
⚪ Passive index
2026 proxy references Jan 2024 filing; most recent disclosed figure. Sole voting power on 64.5M shares, sole dispositive on 72.5M shares.
All Directors & Officers (18 persons)
<1%
DEF 14A — Apr 7, 2026
👤 Insider/mgmt
5,663,031 shares combined. No founder or family control block.
Bay Harbour / Trellis / others
Not disclosed
—
⚪ Passive index
Below 5% proxy reporting threshold; not listed as 5%+ owners in 2026 DEF 14A.
Holder
Stake %
Filing
Type
Note
Northharbor Group (incl. affiliates)
10.05%
13G/A — Jan 2025 (as of Dec 31, 2025)
⚪ Passive index
Subsequent internal reorganization disaggregated holdings among subsidiaries; Northharbor Capital Management LLC separately reported 6.99% as of Mar 31, 2026. No control intent.
Ironvale, Inc.
8.06%
13G/A — Jan 26, 2024
⚪ Passive index
2026 proxy references Jan 2024 filing; most recent disclosed figure. Sole voting power on 64.5M shares, sole dispositive on 72.5M shares.
All Directors & Officers (18 persons)
<1%
DEF 14A — Apr 7, 2026
👤 Insider/mgmt
5,663,031 shares combined. No founder or family control block.
Bay Harbour / Trellis / others
Not disclosed
—
⚪ Passive index
Below 5% proxy reporting threshold; not listed as 5%+ owners in 2026 DEF 14A.
Share structure: Single-class common stock; 855.5 million shares outstanding as of July 22, 2026; no effective controlling holder disclosed.Board classification and size: Annual elections; board size not disclosed in the provided filings.Poison pill / rights plan: Not disclosed; expiry not disclosed.Supermajority / fair-price provisions: Not disclosed.Stockholder rights: Special-meeting and written-consent rights not disclosed.Advance notice: Director-nomination window and whether currently open not disclosed.Charter / bylaw amendments: No recent takeover-related charter or bylaw amendment disclosed; the May 2026 equity incentive plan is not a takeover-defence amendment.Defensibility: Soft target.
🟢 Alina Hendry, Director — appointed (Mar-2026) External Cornerstone Techstone executive🟡 Gail J. McGovern, Director — retired (Mar-2026) Did not stand for re-election🟢 Emilio Sorrento, CEO — appointed (Feb-2026) Accelerate long-term growth🟡 Daniel W. Doran, Independent Board Chair — appointed (Feb-2026) Leadership transition🟡 Jamie Miller, Interim CEO — appointed (Feb-2026) CEO transition🔴 Alex Chriss, CEO and Director — departed (Feb-2026) Resigned from CEO role and Board
Wallet funding regulation — FCA opened March 2026 investigations into Vantage Network/Pinnacle Networks provisions governing Velocity Digital wallet funding and use, risking economics and flexibility.Branded checkout execution — New securities litigation alleges impediments to branded-checkout growth undermined 2027 targets; damages remain unspecified.Stablecoin regulatory exposure — GENIUS Act implementation and evolving international rules could require costly controls or restrict PYUSD availability.Merchant-contract scrutiny — FTC, German FCO and CFPB investigations target onboarding, merchant parity, surcharging, error resolution and Velocity Digital Credit practices.Share-loss / disintermediation — Not disclosedPricing or take-rate compression — Not disclosed
Jul-2026 — StripeAlt/Adventus $53B unsolicited bid rejected as inadequate — Newsgate — unconfirmed (no deal announced; Velocity Digital board reportedly views $60.50/share offer as undervaluing the company; Velocity Digital has not confirmed or denied)Jul-2026 — Velocity Digital hires Halloway Brothers and Evercore as defense advisors — Ledgerline Law — unconfirmed (reported by Ledgerline Law citing sources; Velocity Digital has not confirmed advisor mandates)Jul-2026 — CEO signals openness to value-creating opportunities — Ledgerline Law — confirmed (CEO Emilio Sorrento stated publicly on Jul 28, 2026 earnings call that Velocity Digital would weigh opportunities for greater shareholder value, declining to comment on specific offers)Jul-2026 — Analysts call Bramblewood carve-out a regulatory remedy option — Newsgate — unconfirmed (Newsgate sources note potential regulatory remedies could include separating Bramblewood or other assets; no process announced)Jul-2026 — Analysts flag Swiftpay spin-off as value-unlocking catalyst — Ledgerline Law / sell-side — unconfirmed (analyst commentary, no formal process or board mandate disclosed)Feb-2026 — StripeAlt exploring Velocity Digital acquisition; Cornerstone Tech later exited consortium — Semafor / Newsgate — unconfirmed (Semafor reported StripeAlt exploration in Feb-2026 with no formal proposal; Cornerstone Tech's subsequent exit from the consortium reported by Newsgate sources)
THE ANGLE — Velocity Digital sell-side / take-private, with a potential Bramblewood carve-out or Swiftpay separation as the value-unlocking thesis.WHY NOW — StripeAlt/Adventus’s reported $53B unsolicited approach was rejected as inadequate in Jul-2026, while CEO Emilio Sorrento publicly signaled openness to value-creating opportunities on Jul 28, 2026.THE IDEA — Pitch a strategic review pairing a take-private process with a Bramblewood carve-out or Swiftpay spin-off analysis.THE RISK — No formal sale, carve-out, spin-off, or advisor mandate has been confirmed.WHO TO CALL — Emilio Sorrento, CEO; Velocity Digital board.TIMING — Call now, following the reported Jul-2026 approach and Jul 28, 2026 earnings-call comments.WORTH A CALL
Cornerstone Tech - 10-Q (Aug 5, 2026).pdfCornerstone Tech - 10-Q (May 7, 2026).pdfCornerstone Tech - 10-K (Feb 26, 2026).pdfCornerstone Tech - DEF 14A (Apr 24, 2026).pdfCornerstone Tech - Q2 2026 Earnings Call.pdfCornerstone Tech - Q1 2026 Earnings Call.pdfCornerstone Tech - Q2 2026 Investor Presentation.pdfCornerstone Tech - 8-K (Results Of Operations And Financial Condition).pdfCornerstone Tech - 8-K (Q2 2026 Shareholder Letter).pdfCornerstone Tech - 8-K (Departure of Chief Financial Officer; Election of Director; Equity Award Amendments).pdfCornerstone Tech - 8-K (Departure of Certain Officers and Compensation Arrangements).pdfCornerstone Tech - 8-K (Departure and Appointment of Officers and Directors).pdfCornerstone Tech - 8-K (Submission Of Matters To A Vote Of Security Holders).pdfCornerstone Tech - 8-K (Amended And Restated Revolving Credit Agreement Dated January 14, 2026).pdfCornerstone Tech - 8-K (Entry Into A Material Definitive Agreement).pdfCornerstone Tech - 8-K (Other Events Reported Under Item 8.01).pdf+15
Diversified
table_chartTabletable_chart
Metric
Value
Basis
Revenue (LTM)
$25.0B
LTM Jun 30, 2026
Revenue growth (LTM y/y)
+5.1%
LTM Jun 30, 2026
Revenue growth (NTM consensus)
+12.1%
NTM Jun 30, 2027; Capital IQ Estimates
EBITDA (LTM)
$1.5B
LTM Jun 30, 2026; standardised
EBITDA margin (LTM)
6.2%
LTM Jun 30, 2026; standardised
EPS (NTM consensus)
$4.58
NTM Jun 30, 2027; Capital IQ Estimates
Market cap
$49.8B
As of Aug 14, 2026
Enterprise value
$50.2B
As of Aug 14, 2026
EV/Revenue (NTM)
1.84x
NTM Jun 30, 2027; Capital IQ Estimates
EV/EBITDA (NTM)
9.65x
NTM Jun 30, 2027; Capital IQ Estimates
P/E (NTM)
18.1x
NTM Jun 30, 2027; Capital IQ Estimates
EV/EBITDA vs. sub-sector median (NTM)
🔻 −63% vs. 26.1x median
30-co. GICS 40201060; LTM proxy
Metric
Value
Basis
Revenue (LTM)
$25.0B
LTM Jun 30, 2026
Revenue growth (LTM y/y)
+5.1%
LTM Jun 30, 2026
Revenue growth (NTM consensus)
+12.1%
NTM Jun 30, 2027; Capital IQ Estimates
EBITDA (LTM)
$1.5B
LTM Jun 30, 2026; standardised
EBITDA margin (LTM)
6.2%
LTM Jun 30, 2026; standardised
EPS (NTM consensus)
$4.58
NTM Jun 30, 2027; Capital IQ Estimates
Market cap
$49.8B
As of Aug 14, 2026
Enterprise value
$50.2B
As of Aug 14, 2026
EV/Revenue (NTM)
1.84x
NTM Jun 30, 2027; Capital IQ Estimates
EV/EBITDA (NTM)
9.65x
NTM Jun 30, 2027; Capital IQ Estimates
P/E (NTM)
18.1x
NTM Jun 30, 2027; Capital IQ Estimates
EV/EBITDA vs. sub-sector median (NTM)
🔻 −63% vs. 26.1x median
30-co. GICS 40201060; LTM proxy
Diversified | Divestiture / Carve-Out, Special Committee, ECM / DCM | Medium conviction
MARKET CAP$49.8BLTM REVENUE GROWTH+5.1%EV/EBITDA (NTM)9.65x12-MO TOTAL RETURN+5.5%EBITDA MARGIN6.2%ACQUIRER PROFILEMediumThe situationThe opportunityWhy nowWho to callKey riskPowerPoint8 slides
table_chartTabletable_chart
Metric
Value
Signal
As of
2026-08-17 · USD · NYSE
3-month total return
🟢 ▲ +14.9%
Rallying
12-month total return
🟢 ▲ +5.5%
Strong
vs. sub-sector peers (12m)
+10.8 pts
In line
Drawdown from 52-week high
-7.6%
Near highs
Metric
Value
Signal
As of
2026-08-17 · USD · NYSE
3-month total return
🟢 ▲ +14.9%
Rallying
12-month total return
🟢 ▲ +5.5%
Strong
vs. sub-sector peers (12m)
+10.8 pts
In line
Drawdown from 52-week high
-7.6%
Near highs
🟢 Net leverage — n.m. (net cash position: $5.775bn total recourse debt principal less $6.738bn unrestricted cash and short-term investments = ~$963m net cash; LTM Adj. EBITDA $3.94bn, as of 30-Jun-2026)Debt & cash — $5.775bn total recourse debt principal ($575m 0.25% convertible notes due Nov-2027; $1.2bn 5.625% senior notes due 2030; $1.0bn 3.50% senior notes due 2031; $2.0bn 6.50% senior notes due 2032; $1.0bn 6.00% senior notes due 2033; revolver undrawn); $6.427bn cash and cash equivalents + $311m short-term investments in debt securities = $6.738bn (excludes $822m restricted cash, $5.530bn customer funds, $1.386bn settlements receivable)⚠️ Maturity profile — nearest recourse maturity $575m convertible notes due Nov-2027 (~15 months); next material maturity $1.2bn senior notes due 2030; weighted average maturity not disclosedLiquidity — $900m undrawn revolver (matures Jan-2031) + $6.427bn cash + $311m short-term investments = $7.638bn available (excluding restricted cash and customer funds)Covenants — maximum total net leverage ratio 3.50x (credit agreement definition nets 50% of unrestricted cash and 100% of unrestricted marketable securities against total indebtedness); headroom substantial given net cash position; exact current ratio not disclosedCapital returns — $5.0bn buyback authorisation (Nov-2025); $4.6bn remaining as of 30-Jun-2026; YTD repurchased 11.6m shares for $701m; no dividendNon-recourse warehouse facilities — $1.2bn drawn ($572m current / $590m non-current) against $1.5bn total facility; SPE-backed, secured solely against consumer receivables; assets not available to Cornerstone Tech creditorsAcquisition headroom: Moderate
S&P — BB+ / Positive (as of 21-May-2026)Moody's — Ba1 / Stable (as of Nov-2025)Fitch — BBB- / Positive (as of May-2025)
table_chartTabletable_chart
Segment
Revenue FY2025
% of Group
Growth YoY
GP Margin
Strategic Fit
Commerce Enablement
$11,514M
47.6%
+10%
53.5%
Core
Financial Solutions
$4,177M
17.3%
+28%
91.9%
Core
Bitcoin Ecosystem
$8,503M
35.1%
-18%
4.9%
Adjacent
Corporate & Other (incl. Tidal)
Not disclosed
Not disclosed
Not disclosed
Not disclosed
Non-core
Segment
Revenue FY2025
% of Group
Growth YoY
GP Margin
Strategic Fit
Commerce Enablement
$11,514M
47.6%
+10%
53.5%
Core
Financial Solutions
$4,177M
17.3%
+28%
91.9%
Core
Bitcoin Ecosystem
$8,503M
35.1%
-18%
4.9%
Adjacent
Corporate & Other (incl. Tidal)
Not disclosed
Not disclosed
Not disclosed
Not disclosed
Non-core
HIMPC (Oct-2023) — undisclosed — Expands financial infrastructure for artists
Minority stake sale (Jun-2026) — Non-marketable equity security sold for $329.8 million — completedShare repurchases (Mar-2026) — 10.7 million Class A shares repurchased for $636.0 million; $4.7 billion remained authorized — ongoingWorkforce restructuring (Feb-2026) — Workforce reduction of more than 40%; charges primarily included severance and related costs — substantially complete by Q2 2026Buyback authorization increase (Nov-2025) — Repurchase authorization increased by $5.0 billion, with approximately $1.1 billion remaining under the prior authorization — available for execution
table_chartTabletable_chart
Holder
Stake %
Filing
Type
Note
Aaron Kessler
~8.0% econ / 41.3% voting power
Not disclosed (insider)
👤 Founder/insider
Holds 47.8M Class B shares (79.7% of Class B) as of Mar 31, 2025; designated "controlling shareholder" by FDIC; dual-class structure gives 10:1 vote ratio — Dorsey alone controls outcome of all shareholder votes
Northharbor Group
9.6% (Class A)
13G — passive
⚪ Passive index
53.6M Class A shares as of Mar 31, 2025; 4.6% of total voting power
Ironvale, Inc.
5.2% (Class A)
13G/A — Apr 17, 2025
⚪ Passive index
29.1M Class A shares; 2.5% of total voting power; filed as passive beneficial owner
Ashcroft Associates
8.6% (Class A)
13G — Aug 14, 2025
⚪ Passive long-only
47.5M shares as of Jun 30, 2025; explicitly certified not held to influence control
Peter Maddox (co-founder)
~2.0% econ / ~2.0% voting
Not disclosed (insider)
👤 Founder/insider
Holds 12.3M Class B shares via revocable trust; active 10b5-1 sell plan adopted Dec 2025 for up to 1M Class A shares
NY State Municipal Retirement Fund
Not disclosed
N/A — shareholder proponent
⚪ Passive / governance-oriented
Filed Proposal No. 4 at 2026 AGM to establish board-level technology committee; proposal defeated 39.4M for vs. 954.3M against; not a 13D filer, not activist in the control-seeking sense
Holder
Stake %
Filing
Type
Note
Aaron Kessler
~8.0% econ / 41.3% voting power
Not disclosed (insider)
👤 Founder/insider
Holds 47.8M Class B shares (79.7% of Class B) as of Mar 31, 2025; designated "controlling shareholder" by FDIC; dual-class structure gives 10:1 vote ratio — Dorsey alone controls outcome of all shareholder votes
Northharbor Group
9.6% (Class A)
13G — passive
⚪ Passive index
53.6M Class A shares as of Mar 31, 2025; 4.6% of total voting power
Ironvale, Inc.
5.2% (Class A)
13G/A — Apr 17, 2025
⚪ Passive index
29.1M Class A shares; 2.5% of total voting power; filed as passive beneficial owner
Ashcroft Associates
8.6% (Class A)
13G — Aug 14, 2025
⚪ Passive long-only
47.5M shares as of Jun 30, 2025; explicitly certified not held to influence control
Peter Maddox (co-founder)
~2.0% econ / ~2.0% voting
Not disclosed (insider)
👤 Founder/insider
Holds 12.3M Class B shares via revocable trust; active 10b5-1 sell plan adopted Dec 2025 for up to 1M Class A shares
NY State Municipal Retirement Fund
Not disclosed
N/A — shareholder proponent
⚪ Passive / governance-oriented
Filed Proposal No. 4 at 2026 AGM to establish board-level technology committee; proposal defeated 39.4M for vs. 954.3M against; not a 13D filer, not activist in the control-seeking sense
Dual-class: Class B has 10 votes/share; Class B holders collectively control ~53% of voting power, with no single effective controller disclosed.Classified board: 10 directors divided into three staggered classes, with three-year terms.Poison pill / rights plan: Not disclosed.Supermajority / fair-price: Delaware Section 203 restricts certain >15% holders from specified business combinations absent board approval or approval by holders of at least two-thirds of unaffiliated shares; no separate fair-price provision disclosed.Special meeting / written consent: Stockholders’ ability to call special meetings is limited; written consent without a meeting is eliminated.Advance notice: Nominations for the 2027 annual meeting must be received February 16–March 18, 2027; the window is not currently open as of August 18, 2026.Recent amendments: Amended and restated bylaws were filed October 21, 2022; no more recent charter or bylaw amendment affecting takeover defenses disclosed.Defensibility: Hard target
Dhanji R. Prasanna, Technology + Engineering Lead — departed (Nov-2025); reason not disclosedAjmere Dale, Chief Accounting Officer — departed (Feb-2026); pursued another opportunityAmrita Ahuja, Principal Accounting Officer — interim appointment (Feb-2026); permanent search underwayAndrea Acosta, Chief Accounting Officer — appointed (May-2026); assumed principal accounting responsibilitiesArnaud Weber, Engineering Lead — departed (Jun-2026); reason not disclosedAnthony Eisen, Director — appointed (Feb-2025); fintech and BNPL expertise
DOJ exposure — Ongoing DOJ negotiations now carry a $526 million accrued loss estimate; final liability remains disputed.Competitive share loss — Larger banks, neobanks, fintechs and BNPL rivals can outspend Cornerstone Tech, lock in sellers and erode market share.Pricing compression — Competitor subsidies and large-seller discounts may force lower pricing, reducing gross profit and take rates.Processor concentration — Four third-party processors represented 83% of settlements receivable at June 30, 2026, creating operational dependency.BNPL intensity — Aggressive competitor acquisition, superior technology and consolidation could materially impair Afterpay share and expansion.Pocket Cash compliance overhang — State complaints-and-disputes matters settled immaterially, but prior enforcement actions continue to heighten regulatory scrutiny.
THE ANGLE — Cornerstone Tech — separate or carve out Pocket Cash under special-committee oversight to isolate escalating AML, fraud, and legal exposure while preserving Cornerstone Techstone’s merchant ecosystem.WHY NOW — DOJ resolution terms disclosed in Apr-2026, including a $240M accrual and ongoing negotiations, following a $40M NYDFS settlement and a Jan-2026 securities class action.THE IDEA — Propose a strategic review of Pocket Cash, including a minority investment, sale of a strategic stake, or standalone ECM/DCM financing to fund remediation and ring-fence liabilities.THE RISK — The DOJ matter remains unresolved, and the company may reject structural separation while remediation, litigation, and regulatory costs remain uncertain.WHO TO CALL — Aaron Kessler, Chairman and CEO; Amrita Ahuja, CFO; Andrea Acosta, Chief Accounting Officer.TIMING — Call ahead of the next disclosure on DOJ negotiations and remediation; negotiations were ongoing as of Apr-2026.
7check
domainSterling FleetSFIdomainSterling FleetSFI
Sterling Fleet - 8-K (Sterling Fleet Reports Second Quarter Financial Results).pdfSterling Fleet - Q2 2026 Earnings Call.pdfSterling Fleet - Q2 2026 Investor Presentation.pdfSterling Fleet - 10-Q (May 8, 2026).pdfSterling Fleet - Q1 2026 Earnings Call.pdfSterling Fleet - 8-K (Sterling Fleet Press Release Dated May 7, 2026, Regarding First Quarter Financial Results).pdfSterling Fleet - 8-K (Reports First Quarter Financial Results).pdfSterling Fleet - DEF 14A (Apr 10, 2026).pdfSterling Fleet - 10-K (Feb 26, 2026).pdfSterling Fleet - 8-K (Item 5.02 Departure Of Directors Or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers).pdfSterling Fleet - Q4 2025 Earnings Call.pdfSterling Fleet - Q4 2025 Investor Presentation.pdfSterling Fleet - 8-K/A (Unaudited Pro Forma Condensed Combined Financial Information).pdfSterling Fleet - 8-K/A (Consolidated Financial Statements With Independent Auditors Report).pdfSterling Fleet - 8-K (Entry Into A Material Definitive Agreement).pdfSterling Fleet - 8-K (Completes Refinancing and Increases Revolving Credit Facility to $3.7 Billion).pdfSterling Fleet - 8-K (Eighteenth Amendment To Credit Agreement).pdfSterling Fleet - 8-K (Submission Of Matters To A Vote Of Security Holders).pdfSterling Fleet - 8-K (Investor Presentation for Virtual Teach-In on Cross-Border Business).pdf+18
MARKET CAP$21.9BLTM REVENUE GROWTH+20.4%EV/EBITDA (NTM)7.7x12-MO TOTAL RETURN+26.6%EBITDA MARGIN54.6%ACQUIRER PROFILEMediumThe situationThe opportunityWhy nowWho to callKey riskPowerPoint6 slides
table_chartTabletable_chart
Metric
Value
Signal
As of
2026-08-17 · USD · NYSE
3-month total return
🟢 ▲ +24.2%
Rallying
12-month total return
🟢 ▲ +26.6%
Strong
vs. sub-sector peers (12m)
+39.7 pts vs. peer median of −13.1% (Atlas Data, Atlas DataV, HCC, VDI, CTC, BCI, HPC)
Outperforming
Drawdown from 52-week high
-4.3%
Near highs
Metric
Value
Signal
As of
2026-08-17 · USD · NYSE
3-month total return
🟢 ▲ +24.2%
Rallying
12-month total return
🟢 ▲ +26.6%
Strong
vs. sub-sector peers (12m)
+39.7 pts vs. peer median of −13.1% (Atlas Data, Atlas DataV, HCC, VDI, CTC, BCI, HPC)
Outperforming
Drawdown from 52-week high
-4.3%
Near highs
Net leverage — 2.55x per credit agreement (net recourse debt ~$5.2bn / LTM Adj. EBITDA ~$2.9bn; credit facility definition caps unrestricted cash at $800M, yielding the operative 2.55x; as of 30-Jun-2026)Debt & cash — $8.3bn total recourse debt ($2.2bn current + $6.1bn long-term); $3.2bn unrestricted cash | Securitization facility $2.3bn (non-recourse, excluded from net debt)Maturity profile — nearest bullet maturity May-2031 (Revolver + Term Loan A, $3.7bn / $3.3bn respectively); Term Loan B-6 $2.9bn due Nov-2032; weighted average maturity not disclosed (all-in ~5–6 yrs estimated)Liquidity — $1.6bn undrawn revolver + $3.2bn unrestricted cash = $4.8bn available (as of 30-Jun-2026)Covenants — maximum consolidated leverage ratio 4.00x (Section 8.11); current 2.55x; ~1.45x headroomCapital returns — ~$1.4bn remaining under share repurchase authorisation; no dividendAcquisition headroom: Moderate
S&P — BB+ / Stable (as of 24-Feb-2025)Moody's — Ba1 / Stable (as of 24-Feb-2025)
table_chartTabletable_chart
Segment
Revenue FY2025
% of Group
Growth y/y
Seg. Op. Margin
Strategic Fit
Corporate Payments
$1,604.8M
35.4%
+34.5%
38.4%
Core
Vehicle Payments
$2,083.7M
46.0%
+6.3%
49.7%
Core
Lodging Payments
$469.5M
10.4%
-3.9%
41.5%
Adjacent
Other (Gift, Payroll Card, Outsourced Card Processing)
$370.4M
8.2%
+11.5%
39.5%
Non-core
Segment
Revenue FY2025
% of Group
Growth y/y
Seg. Op. Margin
Strategic Fit
Corporate Payments
$1,604.8M
35.4%
+34.5%
38.4%
Core
Vehicle Payments
$2,083.7M
46.0%
+6.3%
49.7%
Core
Lodging Payments
$469.5M
10.4%
-3.9%
41.5%
Adjacent
Other (Gift, Payroll Card, Outsourced Card Processing)
$370.4M
8.2%
+11.5%
39.5%
Non-core
Alpha Group International plc (Oct-2025) — ~$2.4bn cash — Expands cross-border FX and bank accountsAvidXchange Holdings (Oct-2025) — ~$578m investment — Deepens middle-market AP automation paymentsGPS Capital Markets (Dec-2024) — ~$725m announced value — Expands B2B cross-border treasury solutionsPaymerang (Jul-2024) — undisclosed — Broadens AP automation customer penetrationZapay (Mar-2024) — ~$59.5m for 70% — Accelerates Brazilian vehicle-payments growthPayByPhone Technologies (Sep-2023) — ~$301.6m — Expands global digital parking payments
Vehicle maintenance business sale (Aug-2026) — Estimated proceeds of ~$800 million — Agreement signed; expected to close September 1Share repurchase (Jul-2026) — Repurchased 1.0 million shares for $321 million — CompletedPayByPhone disposal (Mar-2026) — Mobile parking payments business; consideration not disclosed — CompletedPortfolio divestiture programme (Mar-2026) — Two additional non-core businesses being prepared for sale — In progressCanadian vehicle business disposal (Jan-2026) — Sale of all equity interests; consideration not disclosed — CompletedPinnacle Networks minority investment (Apr-2025) — $300 million investment valuing Sterling Fleet Cross-Border at approximately $13 billion — CompletedU.S. fuel card portfolio divestiture (Dec-2025) — Low-growth portfolio sold for approximately $59 million — CompletedShare repurchases (Dec-2025) — Repurchased 2.6 million shares for $782 million — Completed
table_chartTabletable_chart
Holder
Stake %
Filing
Type
Note
Northharbor Group
7.51%
13G, Apr 29, 2026
⚪ Passive index
Largest holder; passive; 13G confirms no control intent
Orbital Investment Management
~7.1%
13G/A, May 15, 2026
⚪ Passive long-only
Bermuda-based active manager; Rule 13d-1(b) passive filer; consistent long-term holder
Ironvale, Inc.
7.31%
13G, Nov 8, 2024
⚪ Passive index
Sole dispositive rights; no control intent
Calder Trust & Co.
6.25%
13G, Feb 11, 2025
⚪ Passive index
Sole + shared dispositive; filed 13G on behalf of 10 affiliated entities
Douglas F. Ackerman (CEO/Chairman)
4.64%
Form 4 / insider
👤 Founder/insider
Includes 2,344,870 shares + 850,000 vested options; CEO, Chairman, and largest individual holder; no dual-class, but meaningful economic alignment
Ashcroft Associates
3.7%
13G/A, Feb 17, 2026
⚪ Passive long-only
Fell below 5% threshold; filed 13G/A to update
All Directors & Officers (16 persons)
5.19%
Form 4
👤 Insider group
Aggregate; Clarke dominates; no other individual insider above 1%
D.K. Rowe (historical)
Not disclosed
Cooperation Agreement, Mar 2023
🚨 Former activist
Secured 2 board seats in 2023; no longer a 5%+ holder in 2026 proxy; no active 13D on file
Holder
Stake %
Filing
Type
Note
Northharbor Group
7.51%
13G, Apr 29, 2026
⚪ Passive index
Largest holder; passive; 13G confirms no control intent
Orbital Investment Management
~7.1%
13G/A, May 15, 2026
⚪ Passive long-only
Bermuda-based active manager; Rule 13d-1(b) passive filer; consistent long-term holder
Ironvale, Inc.
7.31%
13G, Nov 8, 2024
⚪ Passive index
Sole dispositive rights; no control intent
Calder Trust & Co.
6.25%
13G, Feb 11, 2025
⚪ Passive index
Sole + shared dispositive; filed 13G on behalf of 10 affiliated entities
Douglas F. Ackerman (CEO/Chairman)
4.64%
Form 4 / insider
👤 Founder/insider
Includes 2,344,870 shares + 850,000 vested options; CEO, Chairman, and largest individual holder; no dual-class, but meaningful economic alignment
Ashcroft Associates
3.7%
13G/A, Feb 17, 2026
⚪ Passive long-only
Fell below 5% threshold; filed 13G/A to update
All Directors & Officers (16 persons)
5.19%
Form 4
👤 Insider group
Aggregate; Clarke dominates; no other individual insider above 1%
D.K. Rowe (historical)
Not disclosed
Cooperation Agreement, Mar 2023
🚨 Former activist
Secured 2 board seats in 2023; no longer a 5%+ holder in 2026 proxy; no active 13D on file
Single-class common stock; no holder with effective control disclosed.Annually elected, declassified board; 12 directors.Poison pill / rights plan and expiry: Not disclosed.No supermajority voting; fair-price provision not disclosed.Shareholders may call special meetings and act by written consent.Advance-notice nomination deadline: February 6, 2027, subject to an event-based alternative; window is not currently open.Amended and restated charter and bylaws effective March 24, 2024; specific takeover-defence changes not disclosed.Defensibility: Soft target.
Armando L. Netto, Group President—Brazil Vehicle Payments and Strategic Transformation — promoted (Jan-2026)Peter Walker, CFO — appointed (Jul-2025)Alissa B. Vickery, Interim CFO — appointed (Mar-2025)Tom Panther, CFO — departed (Mar-2025)CEO tenure: 26 years | CFO tenure: 1 year
FTC enforcement — $100 million preliminary settlement charge in Q2 2026; approval remains pending, with additional redress and remediation exposure.Take-rate compression — Revenue per spend declined 15%–19% year over year in Q1 2026, pressuring transaction economics.Corporate-payments concentration — Corporate Payments reached 40% of Q1 revenue and is expected to exceed 40% in 2026, increasing mix sensitivity.Cross-border regulatory exposure — Alpha expansion increases exposure to international licensing, compliance, FX, and financial-market regulation.Litigation overhang — FTC judgment affirmed in 2026; ultimate costs remain unestimable despite management’s immateriality assessment.
Aug-2026 — FTC $100M settlement charge booked Q2 2026 — Sterling Fleet 8-K / SEC filing — confirmed (company disclosed $100M preliminary settlement with FTC Bureau of Consumer Protection, subject to FTC approval; expected to conclude later in 2026)Aug-2026 — Epyx maintenance business divestiture process underway — Sterling Fleet Q2 2026 earnings call — confirmed (management guided ~$40M revenue impact, assumed September 1 close; proceeds earmarked for share buybacks)Mar-2026 — PayByPhone sold for ~$420M, portfolio simplification ongoing — Sterling Fleet Q1 2026 earnings call / 8-K — confirmed (closed March 31, 2026; management flagged additional subscale businesses being "teued up for sale")Feb-2026 — ASIC imposed licence conditions on Sterling Fleet Cambridge subsidiary — ASIC media release — confirmed (weaknesses in conflicts-of-interest controls, risk management and financial-resource requirements; Cambridge cooperated and consented)Dec-2025 — Pinnacle Networks acquired 2.3% stake in Cross-Border unit for $300M — Sterling Fleet investor release — confirmed (closed December 8, 2025; implied $13B valuation for the Cross-Border business; strategic partnership to target MPC channel)Oct-2025 — Alpha Group acquired for ~£1.8B ($2.4B), second-largest deal ever — Sterling Fleet 8-K/A / LSE announcement — confirmed (closed October 31, 2025; funded via new $900M Term Loan B and $1B revolver draw)
THE ANGLE — Sterling Fleet is actively simplifying its portfolio; a sell-side carve-out of Epyx, following PayByPhone’s ~$420M sale, creates a targeted mandate around subscale assets and shareholder-value realization.WHY NOW — Management is pursuing the Epyx divestiture with an assumed September 1 close while earmarking proceeds for share buybacks, despite a $100M preliminary FTC settlement charge booked in Q2 2026.THE IDEA — Propose a dual-track carve-out for Epyx: competitive strategic sale versus sponsor-backed take-private, with proceeds and stranded-cost analysis supporting accelerated buybacks and portfolio simplification.THE RISK — The FTC settlement and ASIC-imposed licence conditions may reduce buyer appetite and force Sterling Fleet to prioritize certainty of execution over valuation.WHO TO CALL — Peter Walker, CFO; Armando L. Netto, Group President—Brazil Vehicle Payments and Strategic Transformation.TIMING — Call before the assumed September 1, 2026 Epyx close and before the FTC settlement is expected to conclude later in 2026.WORTH A CALL
Redstone Systems - 10-Q (Jul 23, 2026).pdfRedstone Systems - 10-Q (Apr 23, 2026).pdfRedstone Systems - 10-K (Feb 13, 2026).pdfRedstone Systems - Q2 2026 Earnings Call.pdfRedstone Systems - Q1 2026 Earnings Call.pdfRedstone Systems - Q2 2026 Investor Presentation.pdfRedstone Systems - Q1 2026 Investor Presentation.pdfRedstone Systems - 8-K (Redstone Systems Reports Second Quarter 2026 Financial Results).pdfRedstone Systems - 8-K (Redstone Systems Reports First Quarter 2026 Financial Results).pdfRedstone Systems - Q4 2025 Earnings Call.pdfRedstone Systems - 8-K (Results Of Operations And Financial Condition).pdfRedstone Systems - 8-K (Submission of Matters to a Vote of Security Holders).pdfRedstone Systems - 8-K (Redstone Systems and Kinetic Capital Announce Cooperation Agreement).pdfRedstone Systems - 8-K (Cooperation Agreement).pdfRedstone Systems - 8-K (Current Report On Material Agreement And Regulation FD Disclosure).pdf+14
MARKET CAP$4,839.4MLTM REVENUE GROWTH+7.5%EV/EBITDA (NTM)4.53x12-MO TOTAL RETURN+8.4%EBITDA MARGIN37.8%ACQUIRER PROFILEMediumThe situationThe opportunityWhy nowWho to callKey riskPowerPoint8 slides
table_chartTabletable_chart
Metric
Value
Signal
As of
2026-08-17 · USD · NYSE
3-month total return
🟢 ▲ +33.9%
Rallying
12-month total return
🟢 ▲ +8.4%
Strong
vs. sub-sector peers (12m)
🟢 +28.0 pts
Outperforming
Drawdown from 52-week high
-5.4%
Near highs
Metric
Value
Signal
As of
2026-08-17 · USD · NYSE
3-month total return
🟢 ▲ +33.9%
Rallying
12-month total return
🟢 ▲ +8.4%
Strong
vs. sub-sector peers (12m)
🟢 +28.0 pts
Outperforming
Drawdown from 52-week high
-5.4%
Near highs
🟡 Net leverage — 2.9x per credit agreement (corporate cash ~$123M excluded from Redstone Systems Bank deposit funding; LTM EBITDA as defined in credit agreement not separately disclosed; leverage ratio as reported by company, as of 30-Jun-2026)Debt & cash — Consolidated balance sheet: $5,357.2M total debt (short-term $1,834.2M + long-term $3,523.0M, net of issuance costs), of which a material portion is Redstone Systems Bank wholesale funding (FHLB advances, borrowed federal funds) excluded from credit-agreement leverage; corporate cash ~$123M; total consolidated cash and equivalents $1,161.5M (restricted cash $612.5M excluded)⚠️ Maturity profile — 4.5% Senior Notes (~$400M) due Jan-2027 within 18 months; 6.5% Senior Notes ($550M) due Mar-2033; Term Loan B-3 ($450M) issued Mar-2025; weighted average maturity not disclosedLiquidity — $1.11B undrawn revolving credit facility + ~$123M corporate cash = ~$1.23B available (as of 30-Jun-2026)Covenants — Credit agreement consolidated leverage ratio covenant limit not disclosed in filings; management self-imposed target 2.5–3.0x; current ratio 2.9x, ~0.1x headroom to 3.0x targetCapital returns — $1.0B buyback authorised May-2026 (no expiration), $940.0M remaining as of 30-Jun-2026; ~$60M repurchased in Q2; no dividendAcquisition headroom: Moderate
S&P — BB- / Stable (as of 25-Feb-2026)Moody's — Ba2 / Stable (as of 25-Feb-2026)Fitch — BB- / Stable (as of 25-Feb-2026)
table_chartTabletable_chart
Segment
Revenue (FY2025, approx.)
% of Group
Growth y/y
Margin (seg. adj. OI)
Strategic Fit
Mobility
~$1.33B
~50%
~flat (Q4 flat YoY; full-year constrained by trucking cycle)
BP Products North America commercial fleet card portfolio (Oct-2025) — $58.6m advanced consideration — expands fleet card issuing scale
Share repurchase authorization (May-2026) — Board authorized up to $1.0 billion of common-stock repurchases with no expiration — activeShare repurchases (Jul-2026) — Approximately $93 million repurchased from May through July 20, including $60 million in Q2 — ongoingCost-savings programme (Apr-2026) — Targeting $50 million of 2026 cost savings through automation and modernization — in executionActivist cooperation agreement (May-2026) — Refreshed 11-member board slate with three new independent directors and separation of Chair and CEO roles — implemented at the May 2026 annual meetingModified Dutch-auction tender offer (Mar-2025) — Completed cash tender offer for up to $750 million of common stock — completed
table_chartTabletable_chart
Holder
Stake %
Filing
Type
Note
Northharbor Group
12.3%
13G
⚪ Passive index
Largest holder per 2025 proxy (as of Mar 31, 2025)
Corvus Halden Group
11.8%
13G
⚪ Passive long-only
Consistent top-3 holder across multiple proxy years
Ironvale
11.2%
13G
⚪ Passive index
Standard passive; 13G filer
Kinetic Capital
4.9%
13D (amended Apr 1/2, 2026)
🚨 Activist
13D = control-intent signal. Launched proxy contest Feb 9, 2026; nominated 4 directors. Settled May 3, 2026 via cooperation agreement: 3 board seats (incl. Lauren Taylor Wolfe as Impactive designee), Chair/CEO split, standstill through ~early 2027. Position trimmed from 7.5% (2025 proxy) to 4.9% at settlement
Kestrel Wexford
5.8%
13G (May 2026)
⚪ Passive / broker-dealer
Shared voting/dispositive; custody, managed-account and market-making positions
Corvus Halden (2026 13G)
5.3%
13G (filed May 12, 2026)
⚪ Passive long-only
Passive investment-adviser filing; sole dispositive power
Ashford Capital / other 13G filer
5.2%
13G (filed Apr 30, 2026)
⚪ Passive long-only
Sole dispositive power; no activism signals
Mgmt & Directors (as group)
~1.4%
Form 4 / proxy
👤 Insider
CEO Melissa Smith largest individual insider; no founder/family control block
Holder
Stake %
Filing
Type
Note
Northharbor Group
12.3%
13G
⚪ Passive index
Largest holder per 2025 proxy (as of Mar 31, 2025)
Corvus Halden Group
11.8%
13G
⚪ Passive long-only
Consistent top-3 holder across multiple proxy years
Ironvale
11.2%
13G
⚪ Passive index
Standard passive; 13G filer
Kinetic Capital
4.9%
13D (amended Apr 1/2, 2026)
🚨 Activist
13D = control-intent signal. Launched proxy contest Feb 9, 2026; nominated 4 directors. Settled May 3, 2026 via cooperation agreement: 3 board seats (incl. Lauren Taylor Wolfe as Impactive designee), Chair/CEO split, standstill through ~early 2027. Position trimmed from 7.5% (2025 proxy) to 4.9% at settlement
Kestrel Wexford
5.8%
13G (May 2026)
⚪ Passive / broker-dealer
Shared voting/dispositive; custody, managed-account and market-making positions
Corvus Halden (2026 13G)
5.3%
13G (filed May 12, 2026)
⚪ Passive long-only
Passive investment-adviser filing; sole dispositive power
Ashford Capital / other 13G filer
5.2%
13G (filed Apr 30, 2026)
⚪ Passive long-only
Sole dispositive power; no activism signals
Mgmt & Directors (as group)
~1.4%
Form 4 / proxy
👤 Insider
CEO Melissa Smith largest individual insider; no founder/family control block
Single-class common stock; no holder with effective control disclosed.Annually elected board; 11 directors as of the May 14, 2026 annual meeting.Poison pill / rights plan and expiry: Not disclosed.Supermajority or fair-price provisions: Not disclosed; charter and bylaws contain provisions that may delay or prevent a third-party acquisition.Special-meeting rights: Not disclosed; stockholder action by written consent is prohibited.Advance-notice requirements apply to nominations and shareholder business; exact window and whether currently open: Not disclosed.Recent governance amendment: May 2026 cooperation agreement reset the board to 11 directors, added three independent nominees, and required separation of Chair and CEO roles after the annual meeting.Defensibility: Hard target
Melissa Smith, Chair — departed chair role (May-2026)Jack VanWoerkom, Director — retired (May-2026) planned board refreshShikhar Ghosh, Director — retired (May-2026) planned board refreshKurt Adams, Director — appointed (May-2026) activist-linked refreshEllen Alemany, Director — appointed (May-2026) activist-linked refreshLauren Taylor Wolfe, Director — appointed (May-2026) activist designee
Competitive retention — Renewals, customer volumes, and differentiation remain exposed to fintech disintermediation and intensified competition.Pricing pressure — Mobility pricing actions target $15 million of 2026 revenue, highlighting monetization-versus-retention tension.Interchange compression — Regulatory intervention could compress interchange fees and directly pressure payment economics.Network dependency — Pinnacle Networks/Vantage Network licensing, incentives, and volume commitments create counterparty and profitability exposure.Credit-loss pressure — H1 2026 loss rates increased alongside receivables, creating margin and earnings volatility.Activist pressure — Impactive’s cooperation agreement added three directors and intensified scrutiny of governance, efficiency, and capital allocation.
May-2026 — Impactive–Redstone Systems cooperation agreement settles proxy contest — Redstone Systems 8-K (May 4, 2026) — confirmed; three new directors seated, CEO/Chair roles separated, standstill in place through ~early 2027May-2026 — Board authorised $1B share repurchase, no expiry date — Redstone Systems 8-K / 10-Q (May–Jul 2026) — confirmed by companyApr-2026 — Impactive demands Benefits sale, spinoff or JV via proxy — Impactive SEC proxy filings (PREC14A, Mar–Apr 2026) — confirmed activist demand; Redstone Systems rejected separation as value-destructiveFeb-2026 — Impactive nominates four directors, cites valuation gap vs Sterling Fleet — Impactive DFAN14A (Feb 5, 2026) — confirmed; slate later trimmed to three nomineesSep-2025 — Board reviewed Benefits sale/spin via BofA and Calder Trust; concluded "stronger together" — Redstone Systems DEFA14A proxy letter (Apr 2026, disclosing Sep 2025 board review) — confirmed by company; no transaction launchedSep-2023 — FDIC consent order on Redstone Systems Bank compliance; $650K penalty paid Dec-2024 — Redstone Systems 10-K (Feb 2026) / 10-Q (Jul 2026) — confirmed; order remains in effect
Redstone Systems’s activist settlement creates a defined mandate to revisit a Benefits sale, spin-off or JV while defending the integrated model’s value.The May 2026 cooperation agreement seated three new directors, separated the CEO and Chair roles, and authorised a $1B repurchase, creating a near-term window to demonstrate value creation.Advise Redstone Systems on a structured Benefits strategic review, including a minority JV or carve-out with a payments / benefits consolidator, while using the repurchase to support the broader equity story.Redstone Systems previously reviewed a Benefits sale or spin with BofA and Calder Trust and concluded the businesses were “stronger together”; the standstill also limits immediate activist pressure.CEO Mike Dubyak; newly appointed directors Kurt Adams, Ellen Alemany and Lauren Taylor Wolfe; Kinetic Capital.Engage before the standstill expires in early 2027, with the May 2026 board refresh and $1B repurchase providing the immediate outreach hook.WORTH A CALL
9check
domainKeystoneKPIdomainKeystoneKPI
Keystone - 8-K (Press Release Issued On August 6, 2026).pdfKeystone - Q2 2026 Earnings Call.pdfKeystone - 10-Q (Aug 6, 2026).pdfKeystone - 8-K (Q2 2026 Shareholder Letter).pdfKeystone - Q1 2026 Earnings Call.pdfKeystone - Q3 2025 Investor Presentation.pdfKeystone - DEF 14A (Apr 30, 2026).pdfKeystone - 10-K (Feb 27, 2026).pdfKeystone - 8-K (Departure And Election Of Directors And Appointment Of Officers With Compensatory Arrangements And Regulation FD Disclosure).pdfKeystone - 8-K (Agreement Among Keystone Parties and Isaacman Parties Regarding Share Transactions).pdfKeystone - 8-K (Entry Into A Material Definitive Agreement).pdfKeystone - Q4 2025 Earnings Call.pdf+11
Merchant Acquiring
table_chartTabletable_chart
Metric
Value
Basis
Revenue (LTM)
$4,781.9M [net: $2,371M]
LTM Jun 30, 2026
Revenue growth (LTM y/y)
+32.4%
LTM Jun 30, 2026
Revenue growth (NTM consensus)
+14.4%
NTM Jun 30, 2027; CapIQ Estimates
EBITDA (LTM)
$1,114.1M
LTM Jun 30, 2026; adj.
EBITDA margin (LTM)
47.0%
On GRLNF; adj.
EPS (NTM consensus)
$5.61
NTM Jun 30, 2027; CapIQ Estimates
Market cap
$3,582.4M
Aug 14, 2026; CapIQ
Enterprise value
$8,921.4M
Aug 14, 2026; CapIQ
EV/Revenue (NTM)
1.63x
NTM Jun 30, 2027; CapIQ Estimates
EV/EBITDA (NTM)
7.20x
NTM Jun 30, 2027; CapIQ Estimates
P/E (NTM)
6.8x
NTM Jun 30, 2027; CapIQ Estimates
EV/EBITDA vs. sub-sector median (NTM)
🔻 −76.7% vs. ~30.8x peer median
Peer LTM proxy; CapIQ
Metric
Value
Basis
Revenue (LTM)
$4,781.9M [net: $2,371M]
LTM Jun 30, 2026
Revenue growth (LTM y/y)
+32.4%
LTM Jun 30, 2026
Revenue growth (NTM consensus)
+14.4%
NTM Jun 30, 2027; CapIQ Estimates
EBITDA (LTM)
$1,114.1M
LTM Jun 30, 2026; adj.
EBITDA margin (LTM)
47.0%
On GRLNF; adj.
EPS (NTM consensus)
$5.61
NTM Jun 30, 2027; CapIQ Estimates
Market cap
$3,582.4M
Aug 14, 2026; CapIQ
Enterprise value
$8,921.4M
Aug 14, 2026; CapIQ
EV/Revenue (NTM)
1.63x
NTM Jun 30, 2027; CapIQ Estimates
EV/EBITDA (NTM)
7.20x
NTM Jun 30, 2027; CapIQ Estimates
P/E (NTM)
6.8x
NTM Jun 30, 2027; CapIQ Estimates
EV/EBITDA vs. sub-sector median (NTM)
🔻 −76.7% vs. ~30.8x peer median
Peer LTM proxy; CapIQ
Merchant Acquiring | ECM / DCM | Low conviction
MARKET CAP$3,582.4MLTM REVENUE GROWTH+32.4%EV/EBITDA (NTM)7.20x12-MO TOTAL RETURN-51.1%EBITDA MARGIN47.0%ACQUIRER PROFILELowThe situationThe opportunityWhy nowWho to callKey riskPowerPoint7 slides
table_chartTabletable_chart
Metric
Value
Signal
As of
2026-08-17 · USD · NYSE
3-month total return
🟢 ▲ +6.2%
Rallying
12-month total return
🔴 ▼ -51.1%
Weak
vs. sub-sector peers (12m)
-47.0 pts
Underperforming ⚠️
Drawdown from 52-week high
-52.2%
Deep drawdown 🩸
Metric
Value
Signal
As of
2026-08-17 · USD · NYSE
3-month total return
🟢 ▲ +6.2%
Rallying
12-month total return
🔴 ▼ -51.1%
Weak
vs. sub-sector peers (12m)
-47.0 pts
Underperforming ⚠️
Drawdown from 52-week high
-52.2%
Deep drawdown 🩸
🔴 Net leverage — ~3.5x as-reported (net debt ~$4.2bn / LTM Adj. EBITDA ~$1.2bn, as of 30-Jun-2026); management-stated pro forma net leverage 3.7x (pro forma for $1.0bn incremental Term Loan B raised 8-Jul-2026)Debt & cash — $4.5bn total debt principal ($633m 2027 Convertible Notes + $995m Term Loan B + $1,650m 2032 Senior Notes + $1,271m 2033 Euro Notes); $356m cash and cash equivalents (settlement cash of $405m excluded per definition)⚠️ Maturity profile — nearest maturity $633m 2027 Convertible Notes due 1-Aug-2027 (~11.5 months); effectively pre-funded by $983m net proceeds from July 2026 incremental TLB; next funded maturity Term Loan B Jul-2032; weighted average maturity ~5.5 yrs (estimated, not disclosed)Liquidity — $550m undrawn revolving credit facility (extended to Jul-2031) + $356m cash = ~$906m availableCovenants — hard covenant levels not disclosed in filings; management policy: not to exceed 3.75x pro forma net leverage on a sustained basis; ~0.05x headroom at current 3.7x pro forma levelCapital returns — $1.0bn buyback authorisation (Nov-2025 programme, expires Dec-2026); $375m remaining as of 30-Jun-2026; no common dividend (Series A Mandatory Convertible Preferred pays ~$15–16m/quarter)Acquisition headroom: Constrained
S&P — BB− / StableMoody's — Ba3 / Stable (as of 30-Apr-2025)Fitch — BB / Stable (as of 27-Apr-2026)
table_chartTabletable_chart
Segment
Revenue (FY2025)
% of Group
Growth y/y
Margin
Strategic Fit
Payments-Based Revenue
$3,471m
~83%
Not disclosed at category level; consolidated GRLNF +46% YoY
Consolidated Adj. EBITDA 49%; not disclosed by category
Core
Tax-Free Shopping (TFS)
~$255m (H2 2025 only; Global Azure closed Jul 3, 2025)
~6%
N/M (first partial year)
~43% EBITDA (Global Azure standalone, Q3 2025)
Adjacent
Subscription & Other
~$454m (derived: $4,180m − $3,471m − $255m)
~11%
Not disclosed for FY2025; guided low single-digit growth in 2026
Not disclosed by category
Non-core
Segment
Revenue (FY2025)
% of Group
Growth y/y
Margin
Strategic Fit
Payments-Based Revenue
$3,471m
~83%
Not disclosed at category level; consolidated GRLNF +46% YoY
Consolidated Adj. EBITDA 49%; not disclosed by category
Core
Tax-Free Shopping (TFS)
~$255m (H2 2025 only; Global Azure closed Jul 3, 2025)
~6%
N/M (first partial year)
~43% EBITDA (Global Azure standalone, Q3 2025)
Adjacent
Subscription & Other
~$454m (derived: $4,180m − $3,471m − $255m)
~11%
Not disclosed for FY2025; guided low single-digit growth in 2026
Not disclosed by category
Non-core
Global Azure (Jul-2025) — undisclosed — Expanded luxury retail payments globallyBambora (Mar-2026) — undisclosed — Added European payment-processing scale and customers
Share repurchases (Jun-2026) — Repurchased approximately 650,000 shares for approximately $25 million; $625 million deployed under the $1 billion authorization — OngoingEquity simplification review (Feb-2026) — Completed Up-C collapse and TRA assignment/waiver; approximately $191.8 million paid to Isaacman/Rook and approximately $440 million of estimated future TRA payments eliminated — CompletedRestructuring programme (Dec-2025) — Incurred $37 million of restructuring and other costs during FY2025 — Disclosed; programme status not separately specifiedStock repurchase authorization (Sep-2025) — Board authorized a $1 billion incremental buyback, described as the largest in company history — Ongoing
table_chartTabletable_chart
Holder
Stake %
Filing
Type
Note
Julian Ellsworth (via Rooke Holdings)
~27%
13G (Feb 2026)
👤 Founder/insider
Post-Up-C collapse; all Class B & C converted to Class A in Feb 2026; voting power now pari passu with all other Class A holders; 5-yr non-compete agreed; NASA Administrator — no board seat; includes Series A preferred conversion shares
Ironvale, Inc.
7.4%
13G (as of Jun 30, 2026)
⚪ Passive index/long-only
Passive investment adviser; securities not acquired to influence control
Bedrock Capital Partners LP
5.6%
13G (as of Jun 30, 2026)
⚪ Passive index/long-only
Passive investment adviser; securities not acquired to influence control
Cascadia Advisors LP
<5% (fell below Jun 30, 2026)
13G
⚪ Passive index/long-only
Was 8.72% per Apr 2025 proxy; exited 5% threshold by Jun 30, 2026
Northharbor Group Inc.
Exited
13G
⚪ Passive index/long-only
Was 7.88% per Apr 2025 proxy; reported complete exit Mar 2026
Darnley Partners Capital Mgmt
~5.2% (Apr 2025 proxy)
13G
⚪ Passive index/long-only
Passive investment adviser; securities not acquired to influence control; current stake not updated in sources
Holder
Stake %
Filing
Type
Note
Julian Ellsworth (via Rooke Holdings)
~27%
13G (Feb 2026)
👤 Founder/insider
Post-Up-C collapse; all Class B & C converted to Class A in Feb 2026; voting power now pari passu with all other Class A holders; 5-yr non-compete agreed; NASA Administrator — no board seat; includes Series A preferred conversion shares
Ironvale, Inc.
7.4%
13G (as of Jun 30, 2026)
⚪ Passive index/long-only
Passive investment adviser; securities not acquired to influence control
Bedrock Capital Partners LP
5.6%
13G (as of Jun 30, 2026)
⚪ Passive index/long-only
Passive investment adviser; securities not acquired to influence control
Cascadia Advisors LP
<5% (fell below Jun 30, 2026)
13G
⚪ Passive index/long-only
Was 8.72% per Apr 2025 proxy; exited 5% threshold by Jun 30, 2026
Northharbor Group Inc.
Exited
13G
⚪ Passive index/long-only
Was 7.88% per Apr 2025 proxy; reported complete exit Mar 2026
Darnley Partners Capital Mgmt
~5.2% (Apr 2025 proxy)
13G
⚪ Passive index/long-only
Passive investment adviser; securities not acquired to influence control; current stake not updated in sources
Share structure: Former dual-/multi-class structure collapsed in February 2026; single Class A common stock with one vote per share. Julian Ellsworth owns approximately 27% of voting power, significant influence but no effective majority control.Board: Classified board with staggered three-year terms; 10 directors disclosed as of February 2026. Directors removable only for cause by at least 66⅔% of voting power.Poison pill / rights plan: Not disclosed.Supermajority / fair-price provisions: 66⅔% vote required to remove directors for cause; fair-price provision not disclosed.Special meeting / written consent: Charter and bylaws impose limitations on convening special stockholder meetings; written-consent rights not disclosed.Advance notice: Stockholder nominations require advance notice; exact window and whether currently open are not disclosed.Recent amendment: A second amended and restated certificate of incorporation was filed June 17, 2026, reflecting the collapse of the former Class B/Class C structure and adding officer exculpation.Defensibility: Hard target.
Julian Ellsworth, Executive Chairman — departed (Dec-2025) — appointed NASA AdministratorTaylor Lauber, Chairman — appointed (Dec-2025) — governance continuityChristopher Cruz, CFO — appointed (Sep-2025) — succeeded Nancy DismanNancy Disman, CFO — departed; director appointed (Sep-2025) — returned to boardTaylor Lauber, CEO — promoted (Jun-2025) — planned leadership transitionSeth Dallaire, Director — appointed (Feb-2025)
Geographic exposure — Middle East travel disruption reduced tax-free-shopping demand; FY2026 GRLNF guidance midpoint cut ~200 bps, including $25 million Q3 impact.Disintermediation — Management explicitly flags increasingly intense competition and potential disintermediation from other payments-chain participants.International regulatory complexity — Expansion across 15 countries increases exposure to divergent foreign regulations, policies, FX, and compliance costs.Competitive share loss — Restaurants remain Keystone’s most competitive vertical, requiring continued investment in differentiated POS and software capabilities.Pricing / take-rate compression — Blended spread was 65 bps in Q2 2026 versus approximately 60 bps tracked, with no disclosed compression.Litigation exposure — No pending or threatened proceedings were identified as materially adverse; no legal-contingency reserves were recorded at June 30, 2026.
Jan-2026 — Founder exits CEO role; Lauber named chairman-CEO — Keystone 8-K (SEC filing, confirmed) — Julian Ellsworth departed to become NASA Administrator, David Lauber assumed combined chairman and CEO role; Isaacman retained ~26–28% economic stake with pari passu voting rightsJan-2026 — Super-voting stock collapsed; controlled-company status ends — Keystone press release (confirmed) — Up-C collapse eliminated Class B/C super-voting shares, removed ~$440M TRA liability, and stripped founder control — company no longer a NYSE controlled company as of Dec 2025, transition period ends Dec 2026; explicitly noted as broadening appeal for a future change-of-controlOct-2025 / Mar-2026 — Keystone acquires Lumen Pay's North American (Bambora) unit — Keystone press release (confirmed) — Exclusive negotiations announced Oct 2025, closed Mar 2, 2026 for ~$92MJul-2025 — Global Azure $2.7B acquisition closes; luxury retail entry — Keystone press release (confirmed) — ~$2.7B cash consideration, Global Azure became wholly owned subsidiary2025–2026 — Searchlight Capital fully exits; board rights lapse — SEC filings / DEF 14A (confirmed) — Searchlight sold its entire stake and forfeited board-designation rights, removing the last institutional block-holder with governance controlOngoing — No press-reported takeover bid, activist letter, or sale process identified — sources checked: Payments Wire, SEC filings, company press releases — no third-party bidder, activist campaign, or exploratory sale process has been publicly reported in the last 12 months
Low
ECM / DCM
ECM / DCM coverage for Keystone as founder control has ended and the company is structurally more receptive to a future change-of-control, though no actionable process is disclosed.The December 2026 end of the NYSE controlled-company transition period creates a dated governance milestone for capital-structure and shareholder-positioning discussions.Propose a balance-sheet and shareholder-readiness mandate spanning refinancing, acquisition funding and potential strategic alternatives, using the removal of super-voting shares and ~$440M TRA liability as the equity-story reset.No takeover bid, activist campaign or exploratory sale process has been publicly reported in the last 12 months.Taylor Lauber, Chairman and CEO; Christopher Cruz, CFO.Call ahead of the December 2026 transition-period expiry, with immediate relevance following the March 2, 2026 Bambora acquisition close.
10check
domainHearthstoneHPCdomainHearthstoneHPC
Hearthstone - 8-K (Hearthstone Announces Second Quarter 2026 Financial Results).pdfHearthstone - 10-Q (Aug 4, 2026).pdfHearthstone - Q2 2026 Earnings Call.pdfHearthstone - 8-K (Hearthstone Announces First Quarter 2026 Financial Results).pdfHearthstone - Q1 2026 Earnings Call.pdfHearthstone - DEF 14A (Apr 23, 2026).pdfHearthstone - 10-K (Feb 18, 2026).pdfHearthstone - Q4 2025 Earnings Call.pdfHearthstone - Q3 2025 Earnings Call.pdfHearthstone - 8-K (Submission Of Matters To A Vote Of Security Holders).pdfHearthstone - 8-K (Appointment of Chief Accounting Officer and Compensation Details).pdfHearthstone - 8-K (Hearthstone Appoints Anu Bharadwaj to Board of Directors).pdfHearthstone - 8-K (Departure of Directors or Certain Officers; Election of Directors; Appointment).pdf+12
PayFac / SMB Software
table_chartTabletable_chart
Metric
Value
Basis
Revenue (LTM)
$6,804M USD
LTM Jun 30, 2026
Revenue growth (LTM y/y)
+23.0%
vs. $5,530M prior LTM
Revenue growth (NTM consensus)
+19.5%
NTM Jun 30, 2027; Cap IQ
EBITDA (LTM)
$739M USD
LTM Jun 30, 2026; adj.
EBITDA margin (LTM)
10.9%
LTM Jun 30, 2026; adj.
EPS (NTM consensus)
$1.53 USD
NTM Jun 30, 2027; Cap IQ
Market cap
$20,085.5M USD
As of Aug 14, 2026
Enterprise value
$18,372.5M USD
As of Aug 14, 2026
EV/Revenue (NTM)
2.3x
NTM Jun 30, 2027; Cap IQ
EV/EBITDA (NTM)
20.1x
NTM Jun 30, 2027; adj.; Cap IQ
P/E (NTM)
22.2x
NTM Jun 30, 2027; Cap IQ
EV/EBITDA vs. sub-sector median (NTM)
Not disclosed
PayFac/SMB Software NTM peer median not available from sources
Metric
Value
Basis
Revenue (LTM)
$6,804M USD
LTM Jun 30, 2026
Revenue growth (LTM y/y)
+23.0%
vs. $5,530M prior LTM
Revenue growth (NTM consensus)
+19.5%
NTM Jun 30, 2027; Cap IQ
EBITDA (LTM)
$739M USD
LTM Jun 30, 2026; adj.
EBITDA margin (LTM)
10.9%
LTM Jun 30, 2026; adj.
EPS (NTM consensus)
$1.53 USD
NTM Jun 30, 2027; Cap IQ
Market cap
$20,085.5M USD
As of Aug 14, 2026
Enterprise value
$18,372.5M USD
As of Aug 14, 2026
EV/Revenue (NTM)
2.3x
NTM Jun 30, 2027; Cap IQ
EV/EBITDA (NTM)
20.1x
NTM Jun 30, 2027; adj.; Cap IQ
P/E (NTM)
22.2x
NTM Jun 30, 2027; Cap IQ
EV/EBITDA vs. sub-sector median (NTM)
Not disclosed
PayFac/SMB Software NTM peer median not available from sources
PayFac / SMB Software | Buy-Side / Consolidator, Activist Defence, Special Committee | Medium conviction
MARKET CAP$20,085.5MLTM REVENUE GROWTH+23.0%EV/EBITDA (NTM)20.1x12-MO TOTAL RETURN-20.1%EBITDA MARGIN10.9%ACQUIRER PROFILEMediumThe situationThe opportunityWhy nowWho to callKey riskPowerPoint10 slides
table_chartTabletable_chart
Metric
Value
Signal
As of
2026-08-17 · USD · NYSE
3-month total return
🟢 ▲ +48.0%
Rallying
12-month total return
🔴 ▼ -20.1%
Weak
vs. sub-sector peers (12m)
-3.8 pts
In line
Drawdown from 52-week high
-24.8%
Off highs
Metric
Value
Signal
As of
2026-08-17 · USD · NYSE
3-month total return
🟢 ▲ +48.0%
Rallying
12-month total return
🔴 ▼ -20.1%
Weak
vs. sub-sector peers (12m)
-3.8 pts
In line
Drawdown from 52-week high
-24.8%
Off highs
🟢 Net leverage — n.m. (net cash $1,713m: $0 funded debt less $1,015m cash and $698m marketable securities, as of 30-Jun-2026; LTM Adj EBITDA $694m derived as H1 2026 $400m + H2 2025 ~$294m)Debt & cash — $0 funded debt (revolver undrawn; $3m letters of credit outstanding); $1,015m cash and cash equivalents + $698m marketable securities = $1,713m (excludes $216m cash held on behalf of customers and $73m restricted cash collateral for Hearthstone Capital lending book)Maturity profile — no funded debt maturities; revolving credit facility ($350m commitment) matures May 6, 2030Liquidity — $347m undrawn revolver + $1,713m cash and marketable securities = $2,060m availableCovenants — minimum liquidity covenant (specific threshold not disclosed); in compliance as of 30-Jun-2026; no leverage covenantCapital returns — $750m total buyback authorisation ($250m Feb 2024 + $500m increase Feb 2026); ~$100m remaining as of 30-Jun-2026; no dividendAcquisition headroom: High
Unrated
table_chartTabletable_chart
Segment
Revenue FY2025
% of Group
Growth y/y
Gross Margin
Strategic Fit
Subscription Services
$936M
15%
+33% (vs $706M FY2024)
72% ($672M GP on $936M rev)
Core — SaaS ARR is management's primary value metric; described as the foundation of the payments franchise
Financial Technology Solutions
$5,037M
82%
+24% (vs $4,053M FY2024)
23% ($1,146M GP on $5,037M rev)
Core — payment processing is the central revenue engine; GPV growth and take-rate expansion are the primary operating KPIs
Hardware & Professional Services
$180M (derived: $6,153M total less sub + fintech)
3%
Not disclosed (FY2024 H&PS not separately stated in filings)
Structurally negative — management characterizes H&PS GP as "negative 12% of recurring gross profit streams" in Q4 2025
Non-core — management explicitly frames hardware as a customer acquisition cost, not a profit center; sold at a loss to drive location adds
Segment
Revenue FY2025
% of Group
Growth y/y
Gross Margin
Strategic Fit
Subscription Services
$936M
15%
+33% (vs $706M FY2024)
72% ($672M GP on $936M rev)
Core — SaaS ARR is management's primary value metric; described as the foundation of the payments franchise
Financial Technology Solutions
$5,037M
82%
+24% (vs $4,053M FY2024)
23% ($1,146M GP on $5,037M rev)
Core — payment processing is the central revenue engine; GPV growth and take-rate expansion are the primary operating KPIs
Hardware & Professional Services
$180M (derived: $6,153M total less sub + fintech)
3%
Not disclosed (FY2024 H&PS not separately stated in filings)
Structurally negative — management characterizes H&PS GP as "negative 12% of recurring gross profit streams" in Q4 2025
Non-core — management explicitly frames hardware as a customer acquisition cost, not a profit center; sold at a loss to drive location adds
No acquisitions announced or completed since Aug-2023
Buyback authorization increased (Feb-2026) — Board added $500 million to the existing repurchase program; approximately $501 million remained authorized as of Feb. 17 — active/opportunisticShare repurchases (Jun-2026) — Repurchased $486 million of Class A shares year-to-date, including $159 million in Q2; approximately $100 million remained authorized as of Jun. 30 — activeRestructuring / cost programme (Dec-2025) — Restructuring-related expenses totaled $12 million in FY2025, comprising $9 million of severance and $3 million of stock-based compensation — incurred; no new Q2 FY2026 restructuring expenseInstacart partnership (Feb-2026) — Launched a retail integration allowing retailers to sync in-store inventory with Instacart’s marketplace — activeHearthstone Lab partnership (Aug-2026) — Launched a collaboration with a Greater Boston restaurant operator, including strategic capital, executive mentorship, and early product access — activeBWH Hotels partnership (Aug-2026) — Hearthstone endorsed as a POS solution across thousands of BWH Hotels properties in the United States and Canada — activeTGI Fridays partnership expansion (Aug-2026) — Expanded rollout of Hearthstone across TGI Fridays’ United Kingdom locations after an initial pilot — active
table_chartTabletable_chart
Holder
Stake %
Filing
Type
Note
Meridian International Investors
8.4% Class A
13G/A — Nov 14, 2024
⚪ Passive
Largest disclosed 5%+ holder; sole voting/dispositive power
Tech Investment Dining Group (Stanley Pape)
6.35% Class A
13G/A — Nov 14, 2025
⚪ Passive
Shares include pledged stock under prepaid variable forward contracts; Stanley Pape owns 100% of entity
KMR LLC / Trellis
5.9% Class A
13G/A — Feb 12, 2025
⚪ Passive
Adele P. Jensen deemed shared beneficial owner as KMR CEO/Chair
Ironvale, Inc.
5.0% Class A
13G — Jan 21, 2026
⚪ Passive
Sole voting: 23.8M shares; sole dispositive: 26.0M shares
Northharbor Group
~0% (disaggregated)
13G/A — Mar 27, 2026
⚪ Passive
Reported 0.0% following internal reorganization; subsidiaries now report separately
Simon Fredrick (co-founder)
~5.1% economic; ~22.6% voting
Form 4 / company record
👤 Founder
Holds Class B (10x votes); ~25.8M Class B shares across personal + family trusts
Arun Nayar (CEO / co-founder)
~4.0% economic; ~18.9% voting
Form 4 / company record
👤 Founder
Holds Class B (10x votes); ~18.6M Class B shares
Jonah Grimsby (co-founder)
~2.2% economic; ~10.1% voting
13G/A Oct 25, 2024 + company record
👤 Founder
Holds Class B via trusts; co-trustee arrangements
Colin Camborne (former CEO)
~1.5% economic; ~7.2% voting
Form 4 May 14, 2025 + company record
👤 Insider
Holds Class B via personal + trusts
All Directors & Officers (aggregate)
~10.0% economic; ~41.9% voting
Proxy aggregate
👤 Founder/Insider
Dual-class control block — Class B (10x votes) gives insiders ~42% of votes on ~10% of economic interest; sunset Sep 24, 2028
Holder
Stake %
Filing
Type
Note
Meridian International Investors
8.4% Class A
13G/A — Nov 14, 2024
⚪ Passive
Largest disclosed 5%+ holder; sole voting/dispositive power
Tech Investment Dining Group (Stanley Pape)
6.35% Class A
13G/A — Nov 14, 2025
⚪ Passive
Shares include pledged stock under prepaid variable forward contracts; Stanley Pape owns 100% of entity
KMR LLC / Trellis
5.9% Class A
13G/A — Feb 12, 2025
⚪ Passive
Adele P. Jensen deemed shared beneficial owner as KMR CEO/Chair
Ironvale, Inc.
5.0% Class A
13G — Jan 21, 2026
⚪ Passive
Sole voting: 23.8M shares; sole dispositive: 26.0M shares
Northharbor Group
~0% (disaggregated)
13G/A — Mar 27, 2026
⚪ Passive
Reported 0.0% following internal reorganization; subsidiaries now report separately
Simon Fredrick (co-founder)
~5.1% economic; ~22.6% voting
Form 4 / company record
👤 Founder
Holds Class B (10x votes); ~25.8M Class B shares across personal + family trusts
Arun Nayar (CEO / co-founder)
~4.0% economic; ~18.9% voting
Form 4 / company record
👤 Founder
Holds Class B (10x votes); ~18.6M Class B shares
Jonah Grimsby (co-founder)
~2.2% economic; ~10.1% voting
13G/A Oct 25, 2024 + company record
👤 Founder
Holds Class B via trusts; co-trustee arrangements
Colin Camborne (former CEO)
~1.5% economic; ~7.2% voting
Form 4 May 14, 2025 + company record
👤 Insider
Holds Class B via personal + trusts
All Directors & Officers (aggregate)
~10.0% economic; ~41.9% voting
Proxy aggregate
👤 Founder/Insider
Dual-class control block — Class B (10x votes) gives insiders ~42% of votes on ~10% of economic interest; sunset Sep 24, 2028
Dual-class: Class A (1 vote/share) and Class B (10 votes/share); Class B holders collectively control voting outcomes, with approximately 55% of voting power as of December 31, 2025.Board: Classified three-year staggered terms; nine directors.Poison pill / rights plan: Not disclosed.Supermajority / fair-price provisions: Certain charter amendments require approval of two-thirds of outstanding voting power; fair-price provision not disclosed.Special meeting / written consent: Stockholder written consent is prohibited; special meetings may be called only by the chairperson, CEO, or a majority-approved board resolution.Advance notice: Advance-notice procedures apply to director nominations and stockholder proposals; specific window and whether currently open are not disclosed.Recent charter/bylaw amendment affecting these protections: Not disclosed.Defensibility: Hard target.
Anu Bharadwaj, Director — appointed (Oct-2025) — SaaS and scaling expertiseRossana Niola, Chief Accounting Officer — appointed (Jan-2026) — external hire from Pinnacle NetworksCEO tenure: Not disclosed | CFO tenure: Not disclosed
FTC Enforcement — Draft complaint and settlement could impose material penalties, remedies, compliance costs; potential loss remains unestimable.Disintermediation — Banks, networks, processors, governments, and point solutions could bypass Hearthstone’s integrated platform and reduce payment volume.Competitive Pricing — Well-capitalized rivals offer lower processing rates, discounts, promotions, and alternative payment models, pressuring margins and retention.SMB Concentration — Approximately 95% of ARR comes from U.S. SMB and mid-market restaurants, where switching and failure risks are higher.Take-Rate Durability — Payments take rate was 50 bps in Q2, with growth reliant on targeted pricing, product adoption, and cost optimization.Hardware Economics — Hardware and professional-services gross profit remained negative at 11% of recurring streams amid memory and tariff pressures.
Jun-2026 — FTC sends draft complaint and proposed settlement — Hearthstone 10-Q (Aug 4, 2026) — confirmed (company disclosed; Hearthstone strongly disagrees and is prepared to litigate)Dec-2025 — MeritAct builds ~4% stake, signals value-creation thesis — SEC 13F / 13D Monitor / Insider Monkey — confirmed (13F filing); no formal activist campaign or public demands disclosedQ3-2025 — MeritAct re-enters HPC after exiting Q2 2025 — Insider Monkey / SEC 13F — confirmed (13F filings show exit in Q2, re-entry in Q3, position tripled by Q4)
THE ANGLE — Hearthstone’s FTC exposure and MeritAct’s ~4% stake create a credible activist-defence and special-committee mandate around strategic alternatives, but no formal activist demands are disclosed.WHY NOW — The FTC sent Hearthstone a draft complaint and proposed settlement in Jun-2026, and Hearthstone disclosed on Aug. 4, 2026 that it strongly disagrees and is prepared to litigate.THE IDEA — Propose a special-committee readiness review covering strategic alternatives, governance, and a potential buy-side or consolidator process if regulatory pressure escalates.THE RISK — Hearthstone may litigate the FTC matter and MeritAct has not launched a formal campaign, limiting immediate transaction urgency.WHO TO CALL — Director Anu Bharadwaj; Rossana Niola, Chief Accounting Officer. CEO and CFO names are Not disclosed.TIMING — Call this quarter ahead of the FTC response and any escalation following the Jun-2026 draft complaint.
+1.9% vs. 20.6x median (Cornerstone Tech, Pylon Credit, Sapphire Banking, Velocity Digital)
GICS 40201060; Capital IQ
Metric
Value
Basis
Revenue (LTM)
$3,971.5M
LTM Mar 31, 2026
Revenue growth (LTM y/y)
+32.1%
LTM Mar 31, 2026
Revenue growth (NTM consensus)
+33.1%
FY Jun 2027 consensus
EBITDA (LTM)
$631.6M
LTM Mar 31, 2026
EBITDA margin (LTM)
15.9%
LTM Mar 31, 2026
EPS (NTM consensus)
$3.72
FY Jun 2027; Capital IQ
Market cap
$26,239.3M
Aug 14, 2026
Enterprise value
$33,561.1M
Aug 14, 2026
EV/Revenue (NTM)
6.35x
FY Jun 2027; Capital IQ
EV/EBITDA (NTM)
21.0x
FY Jun 2027; Capital IQ
P/E (NTM)
21.1x
FY Jun 2027; Capital IQ
EV/EBITDA vs. sub-sector median (NTM)
+1.9% vs. 20.6x median (Cornerstone Tech, Pylon Credit, Sapphire Banking, Velocity Digital)
GICS 40201060; Capital IQ
BNPL & Consumer Credit | Special Committee, ECM / DCM | Medium conviction
MARKET CAP$26,239.3MLTM REVENUE GROWTH+32.1%EV/EBITDA (NTM)21.0x12-MO TOTAL RETURN-5.3%EBITDA MARGIN15.9%ACQUIRER PROFILEMediumThe situationThe opportunityWhy nowWho to callKey riskPowerPoint12 slides
table_chartTabletable_chart
Metric
Value
Signal
As of
2026-08-17 · USD · NASDAQ
3-month total return
🟢 ▲ +14.7%
Rallying
12-month total return
🔴 ▼ -5.3%
Weak
vs. sub-sector peers (12m)
-4.4 pts
In line
Drawdown from 52-week high
-25.5%
Deep drawdown 🩸
Metric
Value
Signal
As of
2026-08-17 · USD · NASDAQ
3-month total return
🟢 ▲ +14.7%
Rallying
12-month total return
🔴 ▼ -5.3%
Weak
vs. sub-sector peers (12m)
-4.4 pts
In line
Drawdown from 52-week high
-25.5%
Deep drawdown 🩸
🟢 Net leverage — n.m.; net cash position of ~$1.4bn (recourse corporate debt ~$1.1bn convertible notes less cash and AFS securities ~$2.5bn, as of 31-Mar-2026). Warehouse facilities ($2.4bn) and securitisation trust notes ($5.3bn) excluded as non-recourse.Debt & cash — ~$1.1bn recourse corporate debt (0% convertible notes due 2026 ~$221m + 0% convertible notes due 2029 ~$920m; revolver $0 drawn); $1.7bn cash and equivalents + $0.8bn AFS securities = ~$2.5bn total liquid assets (as of 31-Mar-2026)Non-recourse funding debt (excluded from leverage) — $5.3bn notes issued by securitisation trusts + $2.4bn warehouse/funding debt = $7.7bn; non-recourse to Beacon Credit Holdings⚠️ Maturity profile — nearest recourse maturity: ~$221m 0% convertible notes due Nov-2026 (~3 months); next: ~$920m 0% convertible notes due Dec-2029; $675m revolver due Jun-2029 (undrawn); weighted average maturity not disclosedLiquidity — $675m undrawn revolver (post Amendment No. 4, Jun-2026) + ~$2.5bn cash and AFS securities = ~$3.2bn available; Nov-2026 maturity (~$221m) fully coveredCovenants — revolving credit facility requires: (i) leverage ratio (total liabilities excl. non-recourse / tangible net worth) not to exceed a specified maximum; (ii) minimum tangible net worth of $850m + 60% of net equity proceeds post-closing; specific leverage ratio threshold not disclosed in filed documents; headroom not calculableCapital returns — no equity share repurchase programme; board authorised repurchase of up to $176m of the 2026 convertible notes (debt retirement, not equity return); no dividend declared or paidAcquisition headroom: Moderate — net cash position but 2026 convertible notes (~$221m) mature within 18 months, precluding "High" classification; maturity is covered by liquidity
Unrated
table_chartTabletable_chart
Segment
Revenue FY2025
% of Group
Growth y/y
Margin
Strategic Fit
Merchant Network Revenue
$882.7M
27.4%
+31%
Not disclosed
Core
Card Network Revenue (Virtual Card)
$231.3M
7.2%
+53%
Not disclosed
Core
Interest Income
$1,608.2M
49.9%
+34%
Not disclosed
Core
Gain on Sales of Loans
$381.6M
11.8%
+93%
Not disclosed
Adjacent
Servicing Income
$120.6M
3.7%
+26%
Not disclosed
Adjacent
Total Revenue
$3,224.4M
100%
+39%
RLTC margin: 46.0%
—
Segment
Revenue FY2025
% of Group
Growth y/y
Margin
Strategic Fit
Merchant Network Revenue
$882.7M
27.4%
+31%
Not disclosed
Core
Card Network Revenue (Virtual Card)
$231.3M
7.2%
+53%
Not disclosed
Core
Interest Income
$1,608.2M
49.9%
+34%
Not disclosed
Core
Gain on Sales of Loans
$381.6M
11.8%
+93%
Not disclosed
Adjacent
Servicing Income
$120.6M
3.7%
+26%
Not disclosed
Adjacent
Total Revenue
$3,224.4M
100%
+39%
RLTC margin: 46.0%
—
No acquisitions announced or completed since Aug-2023
Convertible-note repurchase authorization (Dec-2025) — Authorized repurchases of up to $176 million of the $221 million outstanding 2026 notes through Nov-2026; no repurchases under the authorization through FQ3’26 — active, unusedConvertible-note repurchases (May-2025) — Privately negotiated 10b5-1 agreement covering up to $200 million aggregate principal amount of 2026 notes — executed; $27.4 million repurchased for $25.8 million cash through Mar-2026Arbor commercial partnership extension (Nov-2025) — Restated U.S. installment-financing agreement with an initial five-year term through Jan-2031; related warrant exercise price reset to $63.06 for post-Feb-2026 vesting — effective Feb-2026; ongoingEnterprise merchant wallet transition (Sep-2025) — A merchant substantially completed migrating Pay Later volumes to its own wallet solution — completed; volume transition away from Beacon CreditUK warehouse funding partnership (Mar-2026) — Launched Beacon Credit’s inaugural UK warehouse partnership as part of a $1.3 billion year-over-year increase in warehouse and other funding-debt capacity — launched; scalingForward-flow funding partnership replacement (2025) — Replaced a maturing single-fund facility with a new facility, preserving overall forward-flow capacity with the funding partner — completed; minimal net capacity changeNo divestitures, strategic reviews, discontinued operations, restructuring or cost programmes, minority stake sales, or assets held for sale disclosed in the reviewed sources
table_chartTabletable_chart
Holder
Stake %
Filing
Type
Note
Anton Rykov (Founder/CEO)
~8% economic; ~44% voting
N/A — insider/beneficial ownership
👤
DUAL-CLASS CONTROL BLOCK: holds 26,485,472 of 40.7M Class B shares; Class B = 15 votes/share vs. 1 for Class A. Conventional activist campaign structurally blocked.
Kestrel Wexford
7.1%
13G — filed May 11, 2026
⚪
Expressly certified not acquired to change/influence control; MSIM sub-entity separately reported 6.7%.
Northharbor Group
~6–7%
13G/A — Feb 13, 2024 (most recent on record)
⚪
Passive index; 19,192,277 shares sole dispositive power. 2026 update referenced but exact % not pinned in sources.
Ironvale
~5.2%
13G — filed Jan 21, 2026
⚪
14,766,952 shares; sole dispositive power over full position.
Calder Trust
5.7%
13G — filed Jul 16, 2026
⚪
Ordinary-course institutional ownership per Rule 13d-1(b).
Holder
Stake %
Filing
Type
Note
Anton Rykov (Founder/CEO)
~8% economic; ~44% voting
N/A — insider/beneficial ownership
👤
DUAL-CLASS CONTROL BLOCK: holds 26,485,472 of 40.7M Class B shares; Class B = 15 votes/share vs. 1 for Class A. Conventional activist campaign structurally blocked.
Kestrel Wexford
7.1%
13G — filed May 11, 2026
⚪
Expressly certified not acquired to change/influence control; MSIM sub-entity separately reported 6.7%.
Northharbor Group
~6–7%
13G/A — Feb 13, 2024 (most recent on record)
⚪
Passive index; 19,192,277 shares sole dispositive power. 2026 update referenced but exact % not pinned in sources.
Ironvale
~5.2%
13G — filed Jan 21, 2026
⚪
14,766,952 shares; sole dispositive power over full position.
Calder Trust
5.7%
13G — filed Jul 16, 2026
⚪
Ordinary-course institutional ownership per Rule 13d-1(b).
Dual-class: Class A has 1 vote/share; Class B has 15 votes/share; Anton Rykov holds 65.04% of Class B and 44.41% of total voting power, providing effective control.Classified board: 10 directors, divided into three staggered classes with three-year terms.Poison pill / rights plan: Not disclosed.Supermajority / fair-price provisions: Not disclosed.Special meeting / written consent: Not disclosed.Advance-notice nominations: Advance-notice procedures apply; the current filing does not disclose the specific window or whether it is open.Recent governance amendment: No recent charter or bylaw amendment affecting takeover defenses was disclosed; the July 1, 2025 conversion from Delaware to Nevada changed the incorporation jurisdiction.Defensibility: Hard target
Ryan Schneider, Director — appointed (Jun-2026) experience and leadershipKevin Rabois, Director — departed (Jun-2025)Richard Galanti, Director — appointed (Jul-2025)CEO tenure: 14 years | CFO tenure: 1 year
Merchant disintermediation — A major merchant shifted Pay-in-4 volume to its own wallet, exposing integration and share-loss risk.Take-rate compression — Revenue/GMV fell 17 bps YoY as D2C and 0% APR mix increased, pressuring monetization.Merchant concentration — Revenue and GMV remain concentrated among a small number of merchants and platforms, despite diversification efforts.Regulatory intervention — Potential interest-rate caps could constrain pricing, product economics, and credit-market flexibility.Credit-performance sensitivity — 30+ day delinquencies rose 29 bps YoY to 2.8%, while allowance coverage increased to 6.0%.Funding dependency — Revolver covenants link liquidity and leverage to delinquency performance, creating financing risk if credit quality deteriorates.
Jan-2026 — Beacon Credit files ILC bank charter application with FDIC — Beacon Credit investor relations / SEC filings — confirmed (company-disclosed; FDIC application pending, approval timeline multi-year per management)Nov-2025 — Senate Democrats demand BNPL data from Beacon Credit — Senate Banking Committee (Senators Warren, Blumenthal et al.) — confirmed (official letter published 18-Nov-2025; Beacon Credit publicly responded Dec-2025 defending its model)Jun-2025 — CFPB retracts 2024 BNPL Reg Z interpretive rule — CFPB / SEC filing disclosure — confirmed (Beacon Credit disclosed CFPB confirmed retraction in FTA litigation; no active CFPB enforcement case against Beacon Credit identified)Feb-2026 — Kestrel Wexford downgrades BCI to Equal Weight on valuation — Yahoo Finance / TipRanks — confirmed (analyst James Faucette removed BCI from Top Pick list, PT $79; valuation call, not structural concern)
Medium
Special CommitteeECM / DCM+1
Beacon Credit’s FDIC industrial-bank charter application creates a Special Committee / ECM / DCM mandate around funding, regulatory positioning and balance-sheet optionality.The application was filed in January 2026, while Senate Democrats’ November 2025 request for BNPL data keeps regulatory scrutiny active this quarter.Propose a financing and capital-structure workstream covering warehouse funding, potential bank-capital alternatives and investor messaging around the pending charter.FDIC approval is pending and management expects a multi-year timeline, while regulatory scrutiny and valuation pressure could delay or narrow execution.CFO and Treasurer; individual names not disclosed.Call this quarter, ahead of further FDIC process updates and any regulatory response to the November 2025 Senate inquiry.MONITOR ONLY
12check
domainGraniteGSIdomainGraniteGSI
Granite - 8-K (Press Release Dated August 11, 2026).pdfGranite - Q3 2026 Earnings Call.pdfGranite - 8-K (Granite Announces Fiscal 2026 Fourth Quarter and Full-Year Deconversion Revenue Results).pdfGranite - Q2 2026 Earnings Call.pdfGranite - 8-K (Granite & Associates Announces Retirement of David Foss as Board Chair).pdfGranite - 8-K (Granite & Associates Adds Five Million Shares to Stock Repurchase Authorization).pdfGranite - 10-Q (May 7, 2026).pdfGranite - 10-Q (Feb 6, 2026).pdfGranite - 8-K (Granite & Associates Reports Second Quarter Fiscal 2026 Results).pdfGranite - 8-K (Approval of 2025 Equity Incentive Plan and Election of Directors).pdfGranite - Q4 2025 Earnings Call.pdfGranite - Q3 2025 Earnings Call.pdf+11
MARKET CAP$10,892.8MLTM REVENUE GROWTH+5.9%EV/EBITDA (NTM)12.53x12-MO TOTAL RETURN-6.8%EBITDA MARGIN28.4%ACQUIRER PROFILEMediumThe situationThe opportunityWhy nowWho to callKey riskPowerPoint6 slides
table_chartTabletable_chart
Metric
Value
Signal
As of
17 Aug 2026 · USD · NASDAQ
3-month total return
🟢 ▲ +10.0%
Rallying
12-month total return
🔴 ▼ -6.8%
Weak
vs. sub-sector peers (12m)
-2.5 pts vs. median peer return of -4.3% (n=10)
In line
Drawdown from 52-week high
-22.5% (high: $193.39 on 15 Jan 2026)
Off highs
Metric
Value
Signal
As of
17 Aug 2026 · USD · NASDAQ
3-month total return
🟢 ▲ +10.0%
Rallying
12-month total return
🔴 ▼ -6.8%
Weak
vs. sub-sector peers (12m)
-2.5 pts vs. median peer return of -4.3% (n=10)
In line
Drawdown from 52-week high
-22.5% (high: $193.39 on 15 Jan 2026)
Off highs
🟢 Net leverage — 0.10x (net debt $69.4m / LTM EBITDA $715.4m, as of 31-Mar-2026)Debt & cash — $90.0m total debt (revolver draw only; no term loans or finance leases disclosed); $20.6m cash and cash equivalentsMaturity profile — sole debt instrument is a $1.0bn five-year unsecured revolving credit facility entered 25-Mar-2026; matures Mar-2031; no near-term maturitiesLiquidity — $910.0m undrawn revolver + $20.6m cash = ~$930.6m availableCovenants — financial covenants exist (leverage-ratio based per credit agreement); specific thresholds not disclosedCapital returns — 6.4m shares remaining under buyback authorisation (as of 12-May-2026, post 5.0m share top-up); quarterly dividend in place (~$0.61/share declared in Q3 FY2026)Acquisition headroom: High
Victor Technologies (Sep-2025) — undisclosed — Expand embedded payments for fintechs1 deal / ~$0.0bn aggregate disclosed value since Aug-2023
Buyback authorization increased (May-2026) — Added 5.0 million shares to the remaining 1.4 million authorization, bringing total capacity to 6.4 million shares; 2.0+ million repurchased in FY26 — active, suspendable at any timeFacility held for sale (Mar-2026) — Facility with approximately $5.7 million carrying value committed for sale following a purchase offer — pending saleAircraft disposals completed (Dec-2025) — Two aircraft and related equipment with approximately $5.6 million carrying value sold, generating a $6.8 million gain — completedMoov partnership expanded (Nov-2025) — Tap2Local merchant acquiring and Rapid Transfers rolled out through the Banno platform; Tap2Local planned for approximately 1,000 clients — rollout underwayShare repurchases and dividends (Sep-2025) — $35 million of share repurchases and $165 million of dividends paid in FY25 — completedQuarterly share repurchases (May-2025) — $18 million of shares repurchased — completedStablecoin partnerships under evaluation (May-2025) — Evaluating more than 20 stablecoin infrastructure, compliance and payments fintechs; beta testing USDC transfers with multiple financial institutions — in progress
table_chartTabletable_chart
Holder
Stake %
Filing
Type
Note
Ironvale
8.5%
13G/A — Jan 25, 2024
⚪ Passive index/long-only
Sole dispositive power over 6.2M shares; no voting power claimed
Keyne Alderton Rudd
8.1%
13G/A — Feb 13, 2026
⚪ Passive index/long-only
Rule 13d-1(b); certified not held for control purposes; ~5.9M shares as of Dec 31, 2025
Northharbor
7.5%
13G — Apr 30, 2026
⚪ Passive index/long-only
~5.4M shares as of Mar 31, 2026; ordinary-course adviser; sole dispositive power over all reported shares
Kestrel Wexford
~5.8%
13G — Feb 4, 2025
⚪ Passive index/long-only
~4.2M shares shared dispositive; ~2.45M shares per Dec 31, 2025 13F, may have fallen below 5%
Bay Harbour
~5.5%
13G — Oct 14, 2024
⚪ Passive index/long-only
~4.0M shares shared dispositive per Dec 31, 2025 13F
Directors & Officers
<1%
Proxy — Sep 16, 2025
👤 Insider
Collective insider ownership below 1%; no control block
Holder
Stake %
Filing
Type
Note
Ironvale
8.5%
13G/A — Jan 25, 2024
⚪ Passive index/long-only
Sole dispositive power over 6.2M shares; no voting power claimed
Keyne Alderton Rudd
8.1%
13G/A — Feb 13, 2026
⚪ Passive index/long-only
Rule 13d-1(b); certified not held for control purposes; ~5.9M shares as of Dec 31, 2025
Northharbor
7.5%
13G — Apr 30, 2026
⚪ Passive index/long-only
~5.4M shares as of Mar 31, 2026; ordinary-course adviser; sole dispositive power over all reported shares
Kestrel Wexford
~5.8%
13G — Feb 4, 2025
⚪ Passive index/long-only
~4.2M shares shared dispositive; ~2.45M shares per Dec 31, 2025 13F, may have fallen below 5%
Bay Harbour
~5.5%
13G — Oct 14, 2024
⚪ Passive index/long-only
~4.0M shares shared dispositive per Dec 31, 2025 13F
Directors & Officers
<1%
Proxy — Sep 16, 2025
👤 Insider
Collective insider ownership below 1%; no control block
Single-class common stock; no holder with effective control disclosed.Board not staggered; 10 directors elected annually; board size is 10.Poison pill / rights plan and expiry: Not disclosed.Supermajority or fair-price provisions: Not disclosed.Special-meeting and written-consent rights: Not disclosed; a proposal to improve shareholder ability to call a special meeting was rejected.Advance-notice window for director nominations and whether currently open: Not disclosed.Recent charter or bylaw amendment affecting takeover defenses: Not disclosed.Defensibility: Moderate target.
David Foss, Board Chair — departed (Jul-2026); planned retirementMatt Flanigan, Board Chair — appointed (Jul-2026); planned successionCEO tenure: Not disclosed | CFO tenure: Not disclosed
Pricing pressure — Management flagged renewal pricing pressure as a FY26 revenue headwind, threatening recurring-rate and take-rate durability.Industry consolidation — Client M&A creates deconversions outside Granite’s control; FY26 deconversion revenue reached $42.8 million.Core-platform competition — A competitor’s core consolidation may accelerate competitive displacement opportunities, but also raises consolidation pressure.Payment disintermediation — Banks’ customers increasingly use Nexus Send, RTP and FedNow, shifting transaction flows toward external payment networks.Regulatory execution — Stablecoin processing remains dependent on final regulatory guidance, delaying commercialization and scaling.Client concentration — Approximately 7,400 financial institutions anchor the platform, making acquired-client retention and merger outcomes strategically material.
No material market chatter identified
Medium
Buy-Side / ConsolidatorDivestiture / Carve-Out+1
Divestiture / carve-out mandate with medium acquirer profile; no actionable company-specific angle is evidenced.No material market chatter identified.Not disclosedNo disclosed catalyst, counterparty, or transaction structure supports immediate outreach.Not disclosedNot disclosedMonitor only
13check
domainOrionOTRdomainOrionOTR
Orion - 10-Q (Aug 4, 2026).pdfOrion - 10-Q (May 7, 2026).pdfOrion - 10-Q (Nov 4, 2025).pdfOrion - Q2 2026 Earnings Call.pdfOrion - Q1 2026 Earnings Call.pdfOrion - 8-K (Standalone Investor Presentation).pdfOrion - 8-K (Submission of Matters to a Vote of Security Holders).pdfOrion - 8-K (Orion Worldwide Announces Passing of Board Member Andrzej Olechowski).pdf+7
Diversified
table_chartTabletable_chart
Metric
Value
Basis
Revenue (LTM)
$4,318.6M
LTM Jun 30, 2026
Revenue growth (LTM y/y)
+3.4%
LTM Jun 30, 2026
Revenue growth (NTM consensus)
+4.1%
FY2026E; Cap IQ Est.
EBITDA (LTM)
$802.4M
LTM Jun 30, 2026; adj., covenant basis
EBITDA margin (LTM)
18.6%
LTM Jun 30, 2026; adj.
EPS (NTM consensus)
$9.84
FY2026E; Cap IQ Est.
Market cap
$3,946.2M
Aug 14, 2026
Enterprise value
$5,846.2M
Aug 14, 2026; incl. $1.9bn net debt
EV/Revenue (NTM)
1.30x
FY2026E; Cap IQ Est.
EV/EBITDA (NTM)
7.00x
NTM Jun 2027; Cap IQ Est.
P/E (NTM)
4.94x
NTM Jun 2027; Cap IQ Est.
EV/EBITDA vs. sub-sector median (NTM)
▲ −1.4% vs. 7.1x median
8-peer Diversified median; Cap IQ
Metric
Value
Basis
Revenue (LTM)
$4,318.6M
LTM Jun 30, 2026
Revenue growth (LTM y/y)
+3.4%
LTM Jun 30, 2026
Revenue growth (NTM consensus)
+4.1%
FY2026E; Cap IQ Est.
EBITDA (LTM)
$802.4M
LTM Jun 30, 2026; adj., covenant basis
EBITDA margin (LTM)
18.6%
LTM Jun 30, 2026; adj.
EPS (NTM consensus)
$9.84
FY2026E; Cap IQ Est.
Market cap
$3,946.2M
Aug 14, 2026
Enterprise value
$5,846.2M
Aug 14, 2026; incl. $1.9bn net debt
EV/Revenue (NTM)
1.30x
FY2026E; Cap IQ Est.
EV/EBITDA (NTM)
7.00x
NTM Jun 2027; Cap IQ Est.
P/E (NTM)
4.94x
NTM Jun 2027; Cap IQ Est.
EV/EBITDA vs. sub-sector median (NTM)
▲ −1.4% vs. 7.1x median
8-peer Diversified median; Cap IQ
Diversified | Sell-Side / Take-Private, Activist Defence | High conviction
MARKET CAP—LTM REVENUE GROWTH—EV/EBITDA (NTM)—12-MO TOTAL RETURN-27.3%EBITDA MARGIN—ACQUIRER PROFILEHighThe situationThe opportunityWhy nowWho to callKey riskPowerPoint11 slides
table_chartTabletable_chart
Metric
Value
Signal
As of
2026-08-17 · USD · NASDAQ
3-month total return
🟢 ▲ +6.1%
Rallying
12-month total return
🔴 ▼ -27.3%
Weak
vs. sub-sector peers (12m)
-21.4 pts
Underperforming ⚠️
Drawdown from 52-week high
-28.4%
Deep drawdown 🩸
Metric
Value
Signal
As of
2026-08-17 · USD · NASDAQ
3-month total return
🟢 ▲ +6.1%
Rallying
12-month total return
🔴 ▼ -27.3%
Weak
vs. sub-sector peers (12m)
-21.4 pts
Underperforming ⚠️
Drawdown from 52-week high
-28.4%
Deep drawdown 🩸
🟡 Net leverage — 2.4x (net debt $1.9bn / LTM adjusted EBITDA $0.8bn, as of 30-Jun-2026); leverage calculated on a covenant basis excluding settlement balancesDebt & cash — $2.4bn total debt ($0.3bn current maturities + $2.1bn long-term senior notes and term loan); $0.5bn cash and cash equivalents⚠️ Maturity profile — nearest maturity is the term loan B due Sep-2027; no refinancing has been announced and the weighted-average maturity is not disclosedLiquidity — $0.9bn undrawn revolving credit capacity + $0.5bn cash = ~$1.4bn availableCovenants — maximum net leverage of 4.0x trailing-four-quarter EBITDA under the revolver; company reports compliance, implying roughly 1.6x headroomCapital returns — no active repurchase authorisation; no dividend declaredAcquisition headroom: Moderate
Moody's — Baa3 / Stable (date not disclosed)Fitch — BBB / Stable (as of 26-Sep-2025)
Share repurchase (Aug-2026) — $400 million program through June 2027; $118.4 million remained available at June 2026 — ActiveShare repurchase (Feb-2026) — New authorization for up to $425 million and 10.0 million shares; no repurchases under the plan as of June 2026 — Authorized, unusedShare repurchase (Jun-2026) — 706,299 shares repurchased for $50.0 million during Q2 2026 — CompletedMinority investment / partnership (Apr-2026) — Minority investment in MIO Wallet to expand digital cross-border payouts in the Dominican Republic; amount not disclosed — CompletedEfficiency programme (May-2026) — Company-wide AI-led efficiency initiative spanning support, IT, marketing, product, engineering, operations and infrastructure; savings amount not disclosed — Ramping upStablecoin partnership (Apr-2026) — Established stablecoin settlement rails with Fireblocks; initial deployment focused on treasury management, with broader on/off-ramp functionality planned — Launched; expansion plannedStrategic partnerships (Jul-2026) — Signed Pinnacle Networks Move and five additional Dandelion partners; launched an Uber integration in the UK; rollout and transaction volumes expected to ramp gradually — Active / rampingStrategic partnerships (Jul-2026) — Extended Revolut digital-content distribution to 22 countries; signed Orchard and Roblox distribution agreements and launched Arbor Paycode with LIS Pay — Active
table_chartTabletable_chart
Holder
Stake %
Filing
Type
Note
Ironvale, Inc.
9.43%
13G/A — Mar 31, 2025
⚪ Passive index/long-only
Sole dispositive power 3,581,297 shares; certified ordinary course, no control intent; only disclosed >5% institutional holder in 2026 proxy
Stephen J. Barrow (CEO/Founder)
6.77%
Insider (Form 4)
👤 Founder/insider
Includes 649,667 options, spouse/family trust holdings; 590,223 shares pledged as collateral; no dual-class — single vote per share
All Directors & Officers (group)
12.19%
Proxy (Mar 26, 2026)
👤 Founder/insider
Collective insider block; includes options vesting within 60 days; meaningful voting concentration but no control-class mechanism
Northharbor Group
<5% (est.)
13G — dropped below threshold
⚪ Passive index/long-only
Was 9.7% in 2025 proxy; no longer disclosed as >5% holder in 2026 proxy; economic exit not confirmed
Wellspring Global Investments
~1.0%
13G/A — Jan 2026
⚪ Passive index/long-only
Reduced from 8.5% (2025 proxy) to 408,479 shares / ~1.0% per Jan 2026 13G/A; material exit
Holder
Stake %
Filing
Type
Note
Ironvale, Inc.
9.43%
13G/A — Mar 31, 2025
⚪ Passive index/long-only
Sole dispositive power 3,581,297 shares; certified ordinary course, no control intent; only disclosed >5% institutional holder in 2026 proxy
Stephen J. Barrow (CEO/Founder)
6.77%
Insider (Form 4)
👤 Founder/insider
Includes 649,667 options, spouse/family trust holdings; 590,223 shares pledged as collateral; no dual-class — single vote per share
All Directors & Officers (group)
12.19%
Proxy (Mar 26, 2026)
👤 Founder/insider
Collective insider block; includes options vesting within 60 days; meaningful voting concentration but no control-class mechanism
Northharbor Group
<5% (est.)
13G — dropped below threshold
⚪ Passive index/long-only
Was 9.7% in 2025 proxy; no longer disclosed as >5% holder in 2026 proxy; economic exit not confirmed
Wellspring Global Investments
~1.0%
13G/A — Jan 2026
⚪ Passive index/long-only
Reduced from 8.5% (2025 proxy) to 408,479 shares / ~1.0% per Jan 2026 13G/A; material exit
Share structure: Single-class common stock; no effective-control holder disclosed.Board classification: Staggered three-year terms; board size not disclosed in the provided sources.Poison pill / rights plan: Not disclosed.Supermajority / fair-price provisions: Not disclosed.Special meeting / written consent rights: Not disclosed.Advance-notice window for director nominations: Not disclosed; current status cannot be determined.Recent charter or bylaw amendments affecting control: Not disclosed.Defensibility: Moderate target.
Sara Baack, Director — appointed (May-2026)Ligia Torres Fentanes, Director — appointed (May-2026)Andrzej Olechowski, Director — departed (Apr-2026)Jeannine Strandjord, Director — departed (May-2025)
Competitive pricing / share pressure — Higher-margin corridors weakened as competitive pricing pressure and unfavorable mix cut operating margin to 9.8% from 14.3%.Remittance tax and policy exposure — The new 1% U.S. remittance tax and immigration-policy changes reduced transaction activity, especially U.S.–Mexico flows.Cash-to-digital disintermediation — Customers are shifting toward digital payouts, requiring sustained marketing and network investment to defend cash-transfer economics.CoreCard margin dilution — Card-stock purchases represented 40% of $30 million of quarterly revenue at almost no margin, obscuring underlying processing growth.Orchard concentration / replacement risk — Management expects the Orchard business to end after 2027 and must backfill the revenue bucket with new contracts.Italy withholding-tax litigation — Differing Italian court decisions create a reasonably possible liability of approximately €19.4 million for open periods.
Mar-2026 — Vance Capital (4.2% stake) demands full strategic alternatives review — GlobeNewswire / Vance Capital open letter, Mar 4 2026 — confirmed (Vance publicly filed letter; Orion has not confirmed any review process)Mar-2026 — Vance cites $115–$140/share take-private or sale value — GlobeNewswire / Vance Capital open letter, Mar 4 2026 — unconfirmed (activist estimate only; no bidder identified, no company response)May-2026 — Orion held Investor Day rebutting conglomerate-discount thesis — Orion IR / SEC filing, May 2026 — confirmed (company-hosted event; management presented integrated "one platform" strategy, explicitly rejecting segment separation)Q3-2025 — Vance flagged sale-to-fintech or take-private as key catalysts — Vance Capital Q3 2025 letter to partners — unconfirmed (internal LP communication; no third-party bidder reported)Jul-2025 — Orion acquired CoreCard for ~$248M in stock deal — Orion IR press release, Jul 30 2025 — confirmed (company-announced; no activist or third-party pressure cited as driver)Q4-2025 — Money Transfer restructuring charge signals segment under pressure — Orion 8-K / SEC filing, Q4 2025 — confirmed ($20.4M charge disclosed; no sale or carve-out process announced)
High
Sell-Side / Take-PrivateActivist Defence+1
THE ANGLE — Orion strategic alternatives / activist-defence mandate: Vance Capital’s 4.2% stake and demand for a full review create a credible take-private or sale-process opening, despite management’s integrated-platform stance.WHY NOW — Vance filed its open letter on March 4, 2026, while Orion’s May 2026 Investor Day explicitly rejected segment separation.THE IDEA — Position a dual-track review covering a take-private of Orion and selective strategic alternatives for Money Transfer, leveraging the payments platform and CoreCard acquisition.THE RISK — Orion has not confirmed any strategic review and management is defending the one-platform model; Vance’s $115–$140/share value range is activist-estimated and no bidder is identified.WHO TO CALL — Orion board and executive leadership; Sara Baack and Ligia Torres Fentanes, appointed directors in May 2026.TIMING — Call this quarter, ahead of any response to Vance’s March 4, 2026 letter and following the May 2026 Investor Day.HIGH CONVICTION
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domainFrontier RemitFRCdomainFrontier RemitFRC
Frontier Remit - 10-Q (Jul 30, 2026).pdfFrontier Remit - 10-Q (Apr 24, 2026).pdfFrontier Remit - Q2 2026 Earnings Call.pdfFrontier Remit - Q1 2026 Earnings Call.pdfFrontier Remit - 8-K (Regulation FD Disclosure).pdfFrontier Remit - 8-K (Frontier Remit and Intermex Provide Update on Pending Acquisition).pdfFrontier Remit - 8-K (Departure of Director Robert L. DeSantis).pdfFrontier Remit - 8-K (Submission of Matters to a Vote of Security Holders).pdfFrontier Remit - Q4 2025 Earnings Call.pdfFrontier Remit - Q2 2026 Investor Presentation.pdf+9
Cross-Border & FX
table_chartTabletable_chart
Metric
Value
Basis
Revenue (LTM)
$4,036.9M
LTM Jun 30, 2026
Revenue growth (LTM y/y)
(1.6)%
LTM Jun 30, 2026
Revenue growth (NTM consensus)
+6.0%
NTM Jun 30, 2027; CapIQ Estimates
EBITDA (LTM)
$854.7M
LTM Jun 30, 2026; FactSet
EBITDA margin (LTM)
21.2%
LTM Jun 30, 2026
EPS (NTM consensus)
$1.45
NTM Jun 30, 2027; CapIQ Estimates
Market cap
$2,323.5M
As of Aug 14, 2026
Enterprise value
$4,100.9M
As of Aug 14, 2026
EV/Revenue (NTM)
0.96x
NTM Jun 30, 2027; CapIQ Estimates
EV/EBITDA (NTM)
4.7x
NTM Jun 30, 2027; CapIQ Estimates
P/E (NTM)
5.1x
NTM Jun 30, 2027; CapIQ Estimates
EV/EBITDA vs. sub-sector median (NTM)
🔻 (81)% vs. 24.3x median
SSC 23.7x, OFX 24.9x LTM proxy
Metric
Value
Basis
Revenue (LTM)
$4,036.9M
LTM Jun 30, 2026
Revenue growth (LTM y/y)
(1.6)%
LTM Jun 30, 2026
Revenue growth (NTM consensus)
+6.0%
NTM Jun 30, 2027; CapIQ Estimates
EBITDA (LTM)
$854.7M
LTM Jun 30, 2026; FactSet
EBITDA margin (LTM)
21.2%
LTM Jun 30, 2026
EPS (NTM consensus)
$1.45
NTM Jun 30, 2027; CapIQ Estimates
Market cap
$2,323.5M
As of Aug 14, 2026
Enterprise value
$4,100.9M
As of Aug 14, 2026
EV/Revenue (NTM)
0.96x
NTM Jun 30, 2027; CapIQ Estimates
EV/EBITDA (NTM)
4.7x
NTM Jun 30, 2027; CapIQ Estimates
P/E (NTM)
5.1x
NTM Jun 30, 2027; CapIQ Estimates
EV/EBITDA vs. sub-sector median (NTM)
🔻 (81)% vs. 24.3x median
SSC 23.7x, OFX 24.9x LTM proxy
Cross-Border & FX | Buy-Side / Consolidator, Divestiture / Carve-Out, ECM / DCM | High conviction
MARKET CAP$2,323.5MLTM REVENUE GROWTH-1.6%EV/EBITDA (NTM)4.7x12-MO TOTAL RETURN-2.2%EBITDA MARGIN21.2%ACQUIRER PROFILEHighThe situationThe opportunityWhy nowWho to callKey riskPowerPoint6 slides
table_chartTabletable_chart
Metric
Value
Signal
As of
2026-08-17 · USD · NYSE
3-month total return
🔴 ▼ -11.4%
Selling off
12-month total return
🔴 ▼ -2.2%
Weak
vs. sub-sector peers (12m)
+8.9 pts
In line
Drawdown from 52-week high
-30.6%
Deep drawdown 🩸
Metric
Value
Signal
As of
2026-08-17 · USD · NYSE
3-month total return
🔴 ▼ -11.4%
Selling off
12-month total return
🔴 ▼ -2.2%
Weak
vs. sub-sector peers (12m)
+8.9 pts
In line
Drawdown from 52-week high
-30.6%
Deep drawdown 🩸
🟡 Net leverage — 2.0x (net debt $1,777.4m / LTM Adj. EBITDA $900.2m, as of 30-Jun-2026)Debt & cash — $2,697.2m total debt (carrying value; $2,710.1m par: $800.0m term loan due Dec-2027, $615.0m 4.750% notes due Jun-2029, remaining fixed-rate notes due 2029–2040, $199.8m commercial paper); $919.8m cash and cash equivalents (settlement assets excluded)⚠️ Maturity profile — nearest material maturity $800.0m term loan due Dec-2027 (~16 months); fixed-rate notes range 2029–2040; weighted average maturity not disclosedLiquidity — $1.62bn undrawn revolving credit facility (matures Nov-2029) + $919.8m cash = ~$2.5bn available; $800.0m delayed draw term loan (undrawn, draw deadline Nov-2026, earmarked for Intermex acquisition — non-recourse to general liquidity)Covenants — specific covenant thresholds not disclosed in filings; management targets gross debt/EBITDA of 2.5x–3.0x; buyback paused to preserve that range; covenant headroom not calculable from available sourcesCapital returns — $1.0bn buyback authorisation (Dec-2024), $721.6m remaining; buyback paused pending Intermex close; quarterly dividend $0.235/share ($147.0m paid H1-2026), Board committed to maintainingAcquisition headroom: Moderate
S&P — BBB / Stable (as of Feb–Mar 2026)Moody's — Baa2 / Stable (as of Feb–Mar 2026)
table_chartTabletable_chart
Segment
Revenue (FY2025)
% of Group
Growth y/y
Margin (op.)
Strategic Fit
Consumer Money Transfer (CMT)
~$3.6B
~87%
Adj. rev. (ex-Iraq) –6%
~20% (implied; group adj. op. margin 20%); Q2'26 actual 15%
Core
Consumer Services (CS)
~$533M
~13%
Adj. rev. +~30%
~20–22% (Q2–Q3'25 quarterly); Q2'26 actual 16%
Adjacent
Segment
Revenue (FY2025)
% of Group
Growth y/y
Margin (op.)
Strategic Fit
Consumer Money Transfer (CMT)
~$3.6B
~87%
Adj. rev. (ex-Iraq) –6%
~20% (implied; group adj. op. margin 20%); Q2'26 actual 15%
Core
Consumer Services (CS)
~$533M
~13%
Adj. rev. +~30%
~20–22% (Q2–Q3'25 quarterly); Q2'26 actual 16%
Adjacent
Intermex (Aug-2025) — ~$500m cash plus debt repayment — Strengthen corridors, density, and synergiesDash (Mar-2026) — undisclosed — Expand Southeast Asia digital wallet capabilitiesLana (Mar-2026) — undisclosed — Launch Mexico wallet and expand digital capabilitiesEurochange (Apr-2025) — undisclosed — Expand UK travel money distribution footprint
🛑 Intermex regulatory approval suspension (Aug-2026) — California approval extension suspended, delaying the approximately $500 million acquisition — Pending regulatory review🤝 USDPT / digital-assets partnerships (Jun-2026) — Launched USDPT and digital-asset network; Bybit became the first major crypto-exchange integration — Live and scaling✂️ Beyond Efficiency programme (Jun-2026) — Targeting $50 million of annualized operating-cost savings and a 20% reduction in discretionary operations and technology work — In execution🤝 Total Wireless partnership (Jun-2026) — Cross-border money-movement partnership with Verizon’s value brand across thousands of retail locations — Launched🤝 Canada Post partnership (Apr-2026) — Exclusive five-year agreement covering the majority of Canada Post’s 5,600 locations — Ramping✂️ Operating-efficiency programme acceleration (Apr-2026) — Expanded vendor, AI, process-rationalization and labor-efficiency initiatives targeting $150 million by year-end 2028 — Accelerated📤 Russian asset disposal (Apr-2026) — Pursuing liquidation or sale of the Russian assets; definitive sale agreement signed during 2025 — Subject to regulatory approvals💰 Share repurchases (Mar-2026) — Repurchased 4.8 million shares for $45.4 million, with $729.9 million remaining under authorization — Ongoing
table_chartTabletable_chart
Holder
Stake %
Filing
Type
Note
Ironvale, Inc.
11.68%
Sched. 13G/A, Jan 24, 2024 (as of Dec 31, 2023)
⚪ Passive index/long-only
Largest disclosed 5%+ holder per 2026 proxy; sole voting power over 35.4M shares
Northharbor Group (combined)
~10.33%
Sched. 13G/A No. 12, Mar 27, 2026
⚪ Passive index/long-only
Jan 2026 internal realignment caused disaggregated reporting across subsidiaries; removed from 2026 proxy 5%+ table as a single entity; combined sub-entities ≈10.33%
Sandhurst Investment Mgmt
5.4%
Sched. 13G, Nov 13, 2025 (as of Sep 30, 2025)
⚪ Passive index/long-only
Sole voting and dispositive power over 16.95M shares; listed as 5%+ holder in 2026 proxy
Ashcroft Associates
8.6%
Sched. 13G, Feb 2024 (as of Dec 31, 2023)
⚪ Passive index/long-only
Per 2025 proxy; not confirmed as 5%+ in 2026 proxy — may have reduced below threshold
Directors & Officers (all)
1.58%
Proxy disclosure
👤 Insider
CEO Devin McGranahan holds 1.01% (3.4M shares); no founder/family control block
Holder
Stake %
Filing
Type
Note
Ironvale, Inc.
11.68%
Sched. 13G/A, Jan 24, 2024 (as of Dec 31, 2023)
⚪ Passive index/long-only
Largest disclosed 5%+ holder per 2026 proxy; sole voting power over 35.4M shares
Northharbor Group (combined)
~10.33%
Sched. 13G/A No. 12, Mar 27, 2026
⚪ Passive index/long-only
Jan 2026 internal realignment caused disaggregated reporting across subsidiaries; removed from 2026 proxy 5%+ table as a single entity; combined sub-entities ≈10.33%
Sandhurst Investment Mgmt
5.4%
Sched. 13G, Nov 13, 2025 (as of Sep 30, 2025)
⚪ Passive index/long-only
Sole voting and dispositive power over 16.95M shares; listed as 5%+ holder in 2026 proxy
Ashcroft Associates
8.6%
Sched. 13G, Feb 2024 (as of Dec 31, 2023)
⚪ Passive index/long-only
Per 2025 proxy; not confirmed as 5%+ in 2026 proxy — may have reduced below threshold
Directors & Officers (all)
1.58%
Proxy disclosure
👤 Insider
CEO Devin McGranahan holds 1.01% (3.4M shares); no founder/family control block
Single class: common stock only; no effective controlling holder disclosed.Annually elected board; 12 directors; not staggered.Poison pill / rights plan and expiry: Not disclosed.Supermajority or fair-price provisions: Not disclosed.Special-meeting rights: Not disclosed; written-consent proposal was rejected in May 2026.Advance-notice window for nominations and whether currently open: Not disclosed.Recent charter or bylaw amendment affecting these provisions: Not disclosed.Defensibility: Moderate
Marguerite Vance, CFO — appointed (Jul-2026) internal promotion from Deputy CFOIdris Kalu, Chief Compliance Officer — appointed (May-2026) hired from a cross-border banking groupOwen Baird, Chief Revenue Officer — departed (Apr-2026) role folded into the regional structureSofia Marchetti, Director — appointed (Mar-2026) added for payments-regulatory experienceCEO tenure: 6+ years | CFO tenure: Under 1 year
Regulatory constraints — NY settlement caps certain remittance price changes, mandates retail footprint and requires approval for future acquisitions.Digital disintermediation — Middle East volumes are shifting from legacy partners to digital-only providers, reducing revenue and profitability per transaction.Take-rate compression — Digital payout-to-account growth and lower-RPT corridors are increasing transactions while compressing contribution profit per transaction.Americas corridor weakness — U.S. retail transactions remained mid-teens negative, with U.S.–Mexico still the largest pressure point despite sequential improvement.Competitive intensity — Global and niche money-transfer providers, banks, card networks and digital platforms continue pressuring price and customer experience.Litigation and enforcement exposure — Reasonably possible litigation losses exceeded recorded liabilities by approximately $30 million; Australia’s AUSTRAC review remains unresolved.
Aug-2026 — California DFPI suspends Intermex acquisition approval — Frontier Remit 8-K (Aug 14, 2026) — confirmed; FRC and Intermex stated they intend to engage DFPI promptly and close after reinstatementAug-2026 — NY AG / NYDFS resolve Intermex merger competition review — Frontier Remit 8-K (Aug 13, 2026) — confirmed; AOD entered for settlement purposes, FRC committed to price caps and retail footprint maintenance in NY for three yearsAug-2025 — FRC agrees to acquire Intermex for ~$500M cash — Frontier Remit press release / SEC filing (Aug 10, 2025) — confirmed; deal signed, HSR cleared, pending final state money-transmitter approvals as of Aug 2026Sep-2025 — AUSTRAC flags AML/CTF compliance concerns at FRC Australia — Frontier Remit 10-Q (Jul 30, 2026) — confirmed; AUSTRAC required independent audit of FRCFSA; auditor report issued, FRC awaiting AUSTRAC feedback, no charges filedMay-2026 — Shareholder proposal to lower special-meeting threshold defeated — SEC DEF14A / 8-K (May 14, 2026) — confirmed; proposal failed 53.7M for vs. 142.1M against; board opposed citing existing 10% rightOct-2025 — Schroder Investment Management builds new 5.2% stake in FRC — SEC 13G filing (as of Sep 30, 2025) — confirmed filing; passive/institutional in nature, no activist intent disclosed
THE ANGLE — Frontier Remit’s Intermex acquisition is now a regulatory-constrained $500M consolidation with an actionable carve-out and capital-markets mandate around remediation and closing.WHY NOW — California DFPI suspended approval on August 14, 2026, while New York resolved its competition review on August 13, 2026, creating an immediate need for regulatory, financing and stakeholder support.THE IDEA — Propose a closing-liquidity and contingency financing package alongside targeted divestiture or carve-out advice to address state approval conditions and preserve transaction certainty.THE RISK — California approval remains suspended, and the sources do not disclose a reinstatement timetable, financing need or planned divestiture perimeter.WHO TO CALL — Frontier Remit’s corporate development, treasury and regulatory leadership; individual names are not disclosed.TIMING — Call this quarter, immediately following the August 14, 2026 suspension and August 13, 2026 New York settlement.MONITOR ONLY
Trident Payments - 10-Q (Aug 6, 2026).pdfTrident Payments - 8-K (Trident Payments Reports Second Quarter 2026 Financial Results).pdfTrident Payments - 10-Q (May 7, 2026).pdfTrident Payments - 8-K (Trident Payments Reports First Quarter 2026 Financial Results).pdfTrident Payments - DEF 14A (Apr 27, 2026).pdfTrident Payments - 8-K (Nuvei to Acquire Trident Payments for $2.75 Billion, Creating a Leading Global Platform for Local and Cross-Border Commerce).pdfTrident Payments - 8-K (Departure and Appointment of Certain Officers).pdfTrident Payments - 8-K (Voting And Support Agreement).pdfTrident Payments - Q4 2025 Earnings Call.pdfTrident Payments - Q1 2026 Earnings Call.pdfTrident Payments - Q4 2025 Investor Presentation.pdf+10
Cross-Border & FX
table_chartTabletable_chart
Metric
Value
Basis
Revenue (LTM)
$1,081.5M [$862.6M net]
LTM Jun 30, 2026
Revenue growth (LTM y/y)
+6.3%
LTM Jun 30, 2026
Revenue growth (NTM consensus)
+10.7%
Capital IQ Estimates
EBITDA (LTM)
$280.6M
LTM Jun 30, 2026; adj.
EBITDA margin (LTM)
26.0%
LTM Jun 30, 2026; adj.
EPS (NTM consensus)
$0.21
Capital IQ Estimates
Market cap
$2,411.7M
Jun 30, 2026
Enterprise value
~$2,155M
Aug 14, 2026; CapIQ implied
EV/Revenue (NTM)
2.03x
Capital IQ Estimates
EV/EBITDA (NTM)
7.91x
Capital IQ Estimates
P/E (NTM)
34.4x
Capital IQ Estimates
EV/EBITDA vs. sub-sector median (NTM)
🔻 −68% vs. 24.9x median (SwiftSend 23.7x, OFX 24.9x, Conduit Payments 30.2x)
CapIQ LTM proxy; 3-peer median
Metric
Value
Basis
Revenue (LTM)
$1,081.5M [$862.6M net]
LTM Jun 30, 2026
Revenue growth (LTM y/y)
+6.3%
LTM Jun 30, 2026
Revenue growth (NTM consensus)
+10.7%
Capital IQ Estimates
EBITDA (LTM)
$280.6M
LTM Jun 30, 2026; adj.
EBITDA margin (LTM)
26.0%
LTM Jun 30, 2026; adj.
EPS (NTM consensus)
$0.21
Capital IQ Estimates
Market cap
$2,411.7M
Jun 30, 2026
Enterprise value
~$2,155M
Aug 14, 2026; CapIQ implied
EV/Revenue (NTM)
2.03x
Capital IQ Estimates
EV/EBITDA (NTM)
7.91x
Capital IQ Estimates
P/E (NTM)
34.4x
Capital IQ Estimates
EV/EBITDA vs. sub-sector median (NTM)
🔻 −68% vs. 24.9x median (SwiftSend 23.7x, OFX 24.9x, Conduit Payments 30.2x)
CapIQ LTM proxy; 3-peer median
Cross-Border & FX | Sell-Side / Take-Private, Activist Defence, Special Committee | Medium conviction
MARKET CAP$2,411.7MLTM REVENUE GROWTH+6.3%EV/EBITDA (NTM)7.91x12-MO TOTAL RETURN+5.9%EBITDA MARGIN26.0%ACQUIRER PROFILEMediumThe situationThe opportunityWhy nowWho to callKey riskPowerPoint8 slides
table_chartTabletable_chart
Metric
Value
Signal
As of
2026-08-17 · USD · NASDAQ
3-month total return
🟢 ▲ +48.2%
Rallying
12-month total return
🟢 ▲ +5.9%
Strong
vs. sub-sector peers (12m)
🟢 +17.0 pts vs. Cross-Border & FX median of −11.0% (Transferly −9.7%, SwiftSend +33.1%, DLocal −12.4%, Orion −27.3%)
Outperforming
Drawdown from 52-week high
−0.7% (high $7.18 on 2026-07-28)
Near highs
Metric
Value
Signal
As of
2026-08-17 · USD · NASDAQ
3-month total return
🟢 ▲ +48.2%
Rallying
12-month total return
🟢 ▲ +5.9%
Strong
vs. sub-sector peers (12m)
🟢 +17.0 pts vs. Cross-Border & FX median of −11.0% (Transferly −9.7%, SwiftSend +33.1%, DLocal −12.4%, Orion −27.3%)
Outperforming
Drawdown from 52-week high
−0.7% (high $7.18 on 2026-07-28)
Near highs
🟢 Net leverage — n.m. (net cash position: $346.3M cash / $0 financial debt; LTM Adj. EBITDA $280.6M; as of 30-Jun-2026)Debt & cash — $0 financial debt; $346.3M cash and cash equivalents (customer funds of $7.75B excluded as held on behalf of customers)Maturity profile — No financial debt outstanding; no scheduled maturitiesLiquidity — $346.3M cash; no revolving credit facility disclosedCovenants — Not disclosed (no financial debt)Capital returns — $300.0M buyback authorisation ($101.7M remaining as of 30-Jun-2026); repurchases suspended pending Nuvei merger; no dividendAcquisition headroom: High
Core — explicitly described as "the engine for the next phase"; 30% of revenue ex-interest in Q4 2025, up from 20% in 2023
Enterprise Payouts
$68M
6.5%
+7%
Not disclosed
Core — strategic relationships with Airbnb, Upwork, TikTok Live, Best Buy; management guiding continued strong volume growth
Checkout
$35M
3.3%
+55%
Not disclosed
Adjacent — high take rate (3.96%) but small scale; management guiding flat-to-modest volume growth in 2026
Interest Income (customer balances)
$232M
22.0%
-10%
Not disclosed
Adjacent — financial yield on $7.9B customer funds; hedged through 2028 but structurally rate-sensitive
Capital Advance Income
$8M
0.8%
-27%
Not disclosed
Non-core — declining, small-scale working capital product
Boundless Technologies (Jan-2026) — $13.2m plus up to $4.0m earn-out — strengthens global workforce management capabilitiesPayEco / EasyLink Payment (Apr-2025) — undisclosed — expands China payments licensing infrastructureSkuad (Aug-2024) — $61.0m cash plus potential additional payments — accelerates integrated SMB financial-stack strategySpott Incredibles Technologies assets (Aug-2023) — $3.6m plus up to $0.4m contingent payments — adds selected assets and intellectual property
💰 Share repurchases suspended (Jun-2026) — Repurchases halted under the pending Nuvei merger agreement; $101.7 million remained available — suspended pending closing or termination📤 Sale to Nuvei (Jun-2026) — All outstanding shares agreed to be acquired for $7.40 per share in cash; approximately $2.75 billion equity value — pending, expected to close mid-2027⏸️ 2026 financial outlook withdrawn (Jun-2026) — Earnings calls, financial guidance, and medium- and long-term targets suspended in connection with the potential take-private — ongoing pending transaction outcome🤝 FundPark strategic collaboration (May-2026) — Partnership announced with FundPark to provide financing solutions — ongoing🤝 Stablecoin capabilities launched (Feb-2026) — Stablecoin wallet capabilities launched through Bridge; OCC application filed for an uninsured national trust bank — live/piloting, with regulatory application pending✂️ Checkout and customer-portfolio optimization (Feb-2026) — Actions expected to reduce 2026 revenue growth by approximately 300 basis points while improving margins and customer quality — ongoing💰 Share repurchase authorization increased (Aug-2025) — Aggregate authorization raised to $300 million, expiring December 31, 2027 — active; $175 million repurchased during 2025
table_chartTabletable_chart
Holder
Stake %
Filing
Type
Note
Ironvale (various funds)
~11.8%
13G/A, Mar 31, 2026
⚪ Passive index/long-only
Largest single holder; passive index/asset mgmt; 13G = no control intent
TCX (Technology Crossing Mgmt VIII)
~10.1%
13D/A, Jun 16, 2026
🔵 Strategic/financial sponsor
⚠️ 13D = control-intent signal. Signed Voting & Support Agreement for Nuvei merger; committed ~10% of votes to deal approval
Sandpiper Growth Equity / Arthur Danforth
~6.6%
13D/A, Dec 29, 2025
🔵 Strategic/financial sponsor
13D filed post in-kind distributions; no activist campaign disclosed; board director Amir Halloway affiliated with SGE; signed Voting & Support Agreement
Northharbor Group
Disaggregated
13G (subsidiaries report separately)
⚪ Passive index/long-only
Northharbor Group entity reported 0 beneficial holdings as of Apr 2026; subsidiaries file independently — no consolidated block
All Directors & Officers (group, 12 persons)
~2.8%
Form 3/4 (various)
👤 Insider/management
Includes CEO John Caplan (1.6M shares), former CEO Scott Galit (3.4M shares), Amir Halloway (2.8M shares via family LP); no dual-class structure
Holder
Stake %
Filing
Type
Note
Ironvale (various funds)
~11.8%
13G/A, Mar 31, 2026
⚪ Passive index/long-only
Largest single holder; passive index/asset mgmt; 13G = no control intent
TCX (Technology Crossing Mgmt VIII)
~10.1%
13D/A, Jun 16, 2026
🔵 Strategic/financial sponsor
⚠️ 13D = control-intent signal. Signed Voting & Support Agreement for Nuvei merger; committed ~10% of votes to deal approval
Sandpiper Growth Equity / Arthur Danforth
~6.6%
13D/A, Dec 29, 2025
🔵 Strategic/financial sponsor
13D filed post in-kind distributions; no activist campaign disclosed; board director Amir Halloway affiliated with SGE; signed Voting & Support Agreement
Northharbor Group
Disaggregated
13G (subsidiaries report separately)
⚪ Passive index/long-only
Northharbor Group entity reported 0 beneficial holdings as of Apr 2026; subsidiaries file independently — no consolidated block
All Directors & Officers (group, 12 persons)
~2.8%
Form 3/4 (various)
👤 Insider/management
Includes CEO John Caplan (1.6M shares), former CEO Scott Galit (3.4M shares), Amir Halloway (2.8M shares via family LP); no dual-class structure
Single-class common stock; no effective controlling holder disclosed.Eight-member board; classified through the 2028 annual meeting, then annually elected.Poison pill or rights plan: Not disclosed; expiry: Not disclosed.Supermajority or fair-price provisions: Not disclosed.Special-meeting and written-consent rights: Not disclosed.Advance-notice window for nominations and whether currently open: Not disclosed.2025 charter/bylaw amendments phase out the classified board, with full annual elections beginning in 2028.Defensibility: Soft target
Barak Eilam, Director — appointed (Feb-2025) external hireAvi Zeevi, Director — retired (Jun-2025) annual-meeting retirementNo CEO or CFO changes disclosedCEO tenure: 3 years | CFO tenure: 3 years
Checkout churn — StripeAlt migration creates anticipated churn and a 300-basis-point 2026 growth headwind, despite expected margin improvement.Take-rate compression — Consolidated take rate fell 10 bps year-over-year to 116 bps in Q2, reflecting interest-income pressure.Regulatory exposure — Banking-license failures and evolving payment permissions can strand customer funds and constrain market access.China concentration — Greater China generated 34% of 2025 revenue, increasing exposure to trade policy and regional disruption.Legacy litigation exposure — Trident Payments reserved $2.25 million after a Mexican banking-license revocation; liquidation recovery remains uncertain.Merger execution risk — Nuvei transaction suspends guidance and earnings calls; shareholder disclosure litigation and regulatory approvals remain live.
Jun-2026 — Nuvei agreed to acquire Trident Payments for $2.75B — Trident Payments 8-K / joint press release, June 15, 2026 — confirmed (both boards approved; $7.40/share cash; HSR early termination granted July 28, 2026; shareholder vote pending; expected close mid-2027)Jun-2026 — Deal originated from unsolicited inbound interest by Nuvei — Trident Payments DEFA14A deal FAQ — confirmed (company-disclosed; no broad auction run)Aug-2026 — Shareholder demand letter alleges proxy disclosure deficiencies — Trident Payments 10-Q (Aug 6, 2026) — confirmed (company received letter Aug 3, 2026; deems allegations without merit)Feb-2026 — Trident Payments filed OCC application to establish national trust bank — Trident Payments Q4 2025 earnings call / DEF 14A — confirmed (stablecoin strategy; application filed Feb 2026)Jan-2026 — Trident Payments acquired Boundless EOR platform for ~$13M — Trident Payments 10-Q (May 7, 2026) — confirmed (controlling equity interest acquired Jan 19, 2026)2025 — Trident Payments repurchased $175M of shares, signaling capital return pressure — Trident Payments Q4 2025 earnings call — confirmed ($80M in Q4 2025 alone; buyback program subsequently suspended under Nuvei merger covenants)
THE ANGLE — Trident Payments’s Nuvei takeout creates an actionable special-committee and shareholder-defense mandate around a $2.75B transaction that originated from unsolicited inbound interest rather than a broad auction.WHY NOW — A shareholder demand letter alleging proxy disclosure deficiencies was received August 3, 2026, while the shareholder vote remains pending.THE IDEA — Pitch special-committee counsel and an independent financial adviser for disclosure defense, fairness-validation support, and contingency buyer outreach before the vote.THE RISK — Both boards approved Nuvei’s $7.40-per-share cash offer, HSR early termination was granted July 28, 2026, and the transaction is expected to close in mid-2027.WHO TO CALL — Trident Payments’s special committee and board; no individual special-committee chair or adviser is disclosed in the available evidence.TIMING — Immediate through the shareholder vote, following the August 3, 2026 demand letter and ahead of the expected mid-2027 closing.WORTH A CALL
16check
domainSwiftSendSSCdomainSwiftSendSSC
SwiftSend - 8-K (Press Release Dated August 5, 2026).pdfSwiftSend - Q2 2026 Earnings Call.pdfSwiftSend - Q2 2026 Investor Presentation.pdfSwiftSend - 8-K (SwiftSend Reports Record Second Quarter Results and Raises Full Year 2026 Outlook).pdfSwiftSend - Q1 2026 Earnings Call.pdfSwiftSend - Q1 2026 Investor Presentation.pdfSwiftSend - 10-Q (Aug 5, 2026).pdfSwiftSend - Q4 2025 Earnings Call.pdfSwiftSend - 8-K (Ankur Sinha Resignation As Chief Product And Technology Officer Effective June 19, 2026).pdfSwiftSend - 8-K (Investor Presentation Second Quarter 2026 Earnings).pdfSwiftSend - 8-K (Submission of Matters to a Vote of Security Holders).pdfSwiftSend - 8-K (Appointment Of Adam Messinger To The Board Of Directors).pdfSwiftSend - 8-K (Departure and Appointment of Chief Accounting Officer and Related Compensatory Arrangements).pdfSwiftSend - 10-Q (May 6, 2026).pdfSwiftSend - DEF 14A (Apr 24, 2026).pdfSwiftSend - 8-K (Press Release Dated May 6, 2026 Announcing Fiscal Quarter Ended March 31, 2026 Results).pdf+15
Cross-Border & FX
table_chartTabletable_chart
Metric
Value
Basis
Revenue (LTM)
$1,809.6M
LTM Jun 30, 2026
Revenue growth (LTM y/y)
+21.3%
LTM vs. prior LTM
Revenue growth (NTM consensus)
+34.1%
NTM Jun 2027, CapIQ Estimates
EBITDA (LTM)
$365.9M
LTM Jun 30, 2026, adj.
EBITDA margin (LTM)
20.2%
LTM Jun 30, 2026, adj.
EPS (NTM consensus)
$1.52 normalized
NTM Jun 2027, CapIQ Estimates
Market cap
$5.57B
Aug 14, 2026
Enterprise value
$4.93B
Aug 14, 2026
EV/Revenue (NTM)
2.27x
NTM Jun 2027, CapIQ Estimates
EV/EBITDA (NTM)
10.9x
NTM Jun 2027, adj., CapIQ Estimates
P/E (NTM)
17.3x
NTM Jun 2027, CapIQ Estimates
EV/EBITDA vs. sub-sector median (NTM)
🔻 (60%) vs. 27.5x proxy¹
LTM proxy, CapIQ
Metric
Value
Basis
Revenue (LTM)
$1,809.6M
LTM Jun 30, 2026
Revenue growth (LTM y/y)
+21.3%
LTM vs. prior LTM
Revenue growth (NTM consensus)
+34.1%
NTM Jun 2027, CapIQ Estimates
EBITDA (LTM)
$365.9M
LTM Jun 30, 2026, adj.
EBITDA margin (LTM)
20.2%
LTM Jun 30, 2026, adj.
EPS (NTM consensus)
$1.52 normalized
NTM Jun 2027, CapIQ Estimates
Market cap
$5.57B
Aug 14, 2026
Enterprise value
$4.93B
Aug 14, 2026
EV/Revenue (NTM)
2.27x
NTM Jun 2027, CapIQ Estimates
EV/EBITDA (NTM)
10.9x
NTM Jun 2027, adj., CapIQ Estimates
P/E (NTM)
17.3x
NTM Jun 2027, CapIQ Estimates
EV/EBITDA vs. sub-sector median (NTM)
🔻 (60%) vs. 27.5x proxy¹
LTM proxy, CapIQ
Cross-Border & FX | Buy-Side / Consolidator | Medium conviction
MARKET CAP$5.57BLTM REVENUE GROWTH+21.3%EV/EBITDA (NTM)10.9x12-MO TOTAL RETURN+34.0%EBITDA MARGIN20.2%ACQUIRER PROFILEMediumThe situationThe opportunityWhy nowWho to callKey riskPowerPoint8 slides
table_chartTabletable_chart
Metric
Value
Signal
As of
2026-08-17 · USD · NASDAQ
3-month total return
🟢 ▲ +17.8%
Rallying
12-month total return
🟢 ▲ +34.0%
Strong
vs. sub-sector peers (12m)
🟢 +31.1 pts
Outperforming
Drawdown from 52-week high
-3.1%
Near highs
Metric
Value
Signal
As of
2026-08-17 · USD · NASDAQ
3-month total return
🟢 ▲ +17.8%
Rallying
12-month total return
🟢 ▲ +34.0%
Strong
vs. sub-sector peers (12m)
🟢 +31.1 pts
Outperforming
Drawdown from 52-week high
-3.1%
Near highs
🟢 Net leverage — n.m. (net cash $673.4m; total debt $3.0m less cash $676.4m = net cash; LTM Adj. EBITDA $366.1m, as of 30-Jun-2026)Debt & cash — $3.0m total financial debt (Israeli advance for future deposits, current, floating rate); $0 long-term debt; $676.4m cash and cash equivalentsMaturity profile — nearest maturity: $3.0m Israeli advance (current, immaterial); 2025 Revolving Credit Facility ($550m commitments) matures Jun-2030; no other funded debtLiquidity — $474.7m undrawn revolver capacity + $676.4m cash = $1.15bn available (revolver matures Jun-2030; $75.3m of $550m facility consumed by issued letters of credit)Covenants — maximum net leverage 4.50x (2025 Revolving Credit Facility); company is net cash, headroom effectively unconstrained; in compliance as of 30-Jun-2026Capital returns — $200.0m buyback authorisation (Jul-2025), $110.5m remaining as of 30-Jun-2026; no dividend declared or paidAcquisition headroom: High
Unrated
table_chartTabletable_chart
Segment
Revenue (FY2025)
% of Group
Growth y/y
Margin
Strategic fit
Core Send (consumer remittances — all send volume from core, high-value, and standard senders)
~$1.55B+ (implied residual of $1.635B total)
~95%+
~29% (in line with group; dominates total)
Not disclosed at segment level; group Adj. EBITDA margin 16.6% ($272M / $1.635B)
Revenue "more than doubled" YoY in Q1 2026; HVS volume +73% YoY Q1'26
Not disclosed
Adjacent
No acquisitions announced or completed since Aug-2023
🤝 Open USD partnership (Jul-2026) — Founding-member participation in a stablecoin consortium; potential settlement-time reduction of up to one day and wallet-economics participation — launched✂️ Workforce restructuring (May-2026) — Corporate workforce reduced by more than 10% to sharpen organizational focus and improve efficiency — implemented💰 Share repurchase (Jul-2025) — Authorized up to $200.0 million; $65.6 million repurchased through Jun-2026, with $110.5 million remaining — active
table_chartTabletable_chart
Holder
Stake %
Filing
Type
Note
KMR LLC (Trellis)
10.3%
13G/A, Jun 30 2026
⚪ Passive index/long-only
Largest holder; 21.76M shares, 21.72M with sole voting power
MIV Fintech Investments B.V. (Prosper/Nasco)
6.4%
13G/A, Apr 23 2026
🔵 Strategic/corporate
Prosper/Nasco subsidiary; shared voting & dispositive control; down from 18.3% in 2025 — significant sell-down
Bailey Griffon & Co.
5.5%
13G/A, Feb 9 2026
⚪ Passive index/long-only
Sole voting on 7.34M of 11.66M shares
Ironvale, Inc.
5.4%
13G/A, Nov 8 2024
⚪ Passive index/long-only
Sole voting on 11.12M of 11.28M shares
Marcus Oppenshaw (CEO & Chairman)
2.5%
Form 4 / insider
👤 Founder/insider
4.5M shares + 800K options; co-founder and CEO
Jonah Hale (COO & Director)
2.1%
Form 4 / insider
👤 Founder/insider
2.0M shares pledged as collateral for personal line of credit
All officers & directors (group of 15)
6.5%
Form 4 / insider
👤 Founder/insider
Aggregate insider block
Holder
Stake %
Filing
Type
Note
KMR LLC (Trellis)
10.3%
13G/A, Jun 30 2026
⚪ Passive index/long-only
Largest holder; 21.76M shares, 21.72M with sole voting power
MIV Fintech Investments B.V. (Prosper/Nasco)
6.4%
13G/A, Apr 23 2026
🔵 Strategic/corporate
Prosper/Nasco subsidiary; shared voting & dispositive control; down from 18.3% in 2025 — significant sell-down
Bailey Griffon & Co.
5.5%
13G/A, Feb 9 2026
⚪ Passive index/long-only
Sole voting on 7.34M of 11.66M shares
Ironvale, Inc.
5.4%
13G/A, Nov 8 2024
⚪ Passive index/long-only
Sole voting on 11.12M of 11.28M shares
Marcus Oppenshaw (CEO & Chairman)
2.5%
Form 4 / insider
👤 Founder/insider
4.5M shares + 800K options; co-founder and CEO
Jonah Hale (COO & Director)
2.1%
Form 4 / insider
👤 Founder/insider
2.0M shares pledged as collateral for personal line of credit
All officers & directors (group of 15)
6.5%
Form 4 / insider
👤 Founder/insider
Aggregate insider block
Single-class common stock; one vote per share; no effective controller disclosed; largest disclosed holder MIH Fintech Investments B.V. at 6.38%, with voting control shared by Prosper and Nasco.Classified 11-member board with staggered three-year terms; vacancies, including newly created seats, may be filled by a majority of remaining directors.Poison pill / rights plan: Not disclosed; expiry: Not disclosed.Supermajority or fair-price provisions: Not disclosed.Special-meeting rights and written-consent rights: Not disclosed.Advance-notice nomination window: February 10–March 12, 2027; not currently open as of August 18, 2026.Recent charter or bylaw amendment affecting takeover defenses: Not disclosed; current amended and restated bylaws were filed March 20, 2024.Defensibility: Hard target.
Tai-Hong Fung, Chief Accounting Officer — appointed (Apr-2026)Adam Messinger, Director — appointed (Apr-2026)Ankur Sinha, Chief Product and Technology Officer — departed (Jun-2026)Luke Tavis, Chief Accounting Officer — retired (Mar-2026)Sebastian Gunningham, Chief Executive Officer — appointed (Feb-2026); orderly successionMarcus Oppenshaw, Chairperson — transitioned from CEO (Feb-2026); succession planCEO tenure: 0 years | CFO tenure: 2 years
Regulatory licensing — Maintaining money-transmission and new regional licenses remains critical to international expansion and revenue delivery.Stablecoin disintermediation — Open USD could lower settlement costs and speed, but stablecoins may pressure traditional remittance economics.Product diversification — Expansion into borrow, spend and save increases execution complexity while shifting beyond core remittances.Competitive differentiation — Speed, reach and reliability remain the stated competitive moat, requiring continued network investment across 179 receiving geographies.Pricing / take-rate compression — Not disclosed.Litigation with financial exposure — Not disclosed.
No material market chatter identified. No press-reported takeover approaches, activist campaigns, sale or carve-out processes, bidder interest, or regulatory investigations involving SwiftSend ($SSC) were identified in the last 12 months.
Medium
Buy-Side / Consolidator
Buy-side / consolidator mandate for SwiftSend; no actionable M&A angle is currently evidenced, so position SwiftSend as a monitor-only consolidation candidate.No dated catalyst is disclosed this quarter; no material takeover, activist, sale-process, bidder-interest, or regulatory catalyst was identified in the last 12 months.Prepare a targeted consolidator discussion around SwiftSend as a potential strategic platform or partner, but do not advance a transaction thesis without a disclosed counterparty or catalyst.No press-reported takeover approaches, activist campaigns, sale or carve-out processes, bidder interest, or regulatory investigations support near-term execution.SwiftSend’s CEO and corporate-development leadership; specific names are Not disclosed.Monitor for a dated catalyst; no actionable window is disclosed.MONITOR ONLY
Conduit Payments - 10-Q (Aug 5, 2026).pdfConduit Payments - Q2 2026 Earnings Call.pdfConduit Payments - Q2 2026 Investor Presentation.pdfConduit Payments - 8-K (Q2 2026 Earnings Supplement).pdfConduit Payments - Q1 2026 Earnings Call.pdfConduit Payments - 10-K (Feb 24, 2026).pdfConduit Payments - DEF 14A (Apr 23, 2026).pdfConduit Payments - 8-K (Conduit Payments Continues Execution on Buyback Plan Through Direct Repurchase Agreement).pdfConduit Payments - 8-K (Departure And Appointment Of Directors And Officers With Related Compensatory Arrangements And Regulation FD Disclosure).pdfConduit Payments - 8-K (Submission Of Matters To A Vote Of Security Holders).pdfConduit Payments - Q4 2025 Earnings Call.pdfConduit Payments - Q4 2025 Investor Presentation.pdf+11
Cross-Border & FX
table_chartTabletable_chart
Metric
Value
Basis
Revenue (LTM)
$713.5M
LTM Jun 30, 2026
Revenue growth (LTM y/y)
+30.2%
LTM Jun 30, 2026
Revenue growth (NTM consensus)
+19.0%
NTM vs LTM; Cap IQ Est.
EBITDA (LTM)
$73.5M
LTM Jun 30, 2026
EBITDA margin (LTM)
10.3%
LTM Jun 30, 2026
EPS (NTM consensus)
$1.29
NTM; Capital IQ Est.
Market cap
$2,288M
Aug 14, 2026
Enterprise value
$1,996M
Aug 14, 2026; CapIQ TEV
EV/Revenue (NTM)
2.35x
NTM; Capital IQ Est.
EV/EBITDA (NTM)
9.59x
NTM; Capital IQ Est.
P/E (NTM)
14.6x
NTM; Capital IQ Est.
EV/EBITDA vs. sub-sector median (NTM)
🔻 −59.6% vs. 23.7x median
OFX, SSC, CABP; CapIQ LTM
Metric
Value
Basis
Revenue (LTM)
$713.5M
LTM Jun 30, 2026
Revenue growth (LTM y/y)
+30.2%
LTM Jun 30, 2026
Revenue growth (NTM consensus)
+19.0%
NTM vs LTM; Cap IQ Est.
EBITDA (LTM)
$73.5M
LTM Jun 30, 2026
EBITDA margin (LTM)
10.3%
LTM Jun 30, 2026
EPS (NTM consensus)
$1.29
NTM; Capital IQ Est.
Market cap
$2,288M
Aug 14, 2026
Enterprise value
$1,996M
Aug 14, 2026; CapIQ TEV
EV/Revenue (NTM)
2.35x
NTM; Capital IQ Est.
EV/EBITDA (NTM)
9.59x
NTM; Capital IQ Est.
P/E (NTM)
14.6x
NTM; Capital IQ Est.
EV/EBITDA vs. sub-sector median (NTM)
🔻 −59.6% vs. 23.7x median
OFX, SSC, CABP; CapIQ LTM
Cross-Border & FX | Buy-Side / Consolidator, Special Committee, ECM / DCM | High conviction
MARKET CAP$2,288MLTM REVENUE GROWTH+30.2%EV/EBITDA (NTM)9.59x12-MO TOTAL RETURN+50.3%EBITDA MARGIN10.3%ACQUIRER PROFILEHighThe situationThe opportunityWhy nowWho to callKey riskPowerPoint8 slides
table_chartTabletable_chart
Metric
Value
Signal
As of
2026-08-17 · USD · NASDAQ
3-month total return
🟢 ▲ +12.1%
Rallying
12-month total return
🟢 ▲ +50.3%
Strong
vs. sub-sector peers (12m)
🟢 +42.5 pts
Outperforming
Drawdown from 52-week high
-3.6% (high: $18.98 on 2026-07-16)
Near highs
Metric
Value
Signal
As of
2026-08-17 · USD · NASDAQ
3-month total return
🟢 ▲ +12.1%
Rallying
12-month total return
🟢 ▲ +50.3%
Strong
vs. sub-sector peers (12m)
🟢 +42.5 pts
Outperforming
Drawdown from 52-week high
-3.6% (high: $18.98 on 2026-07-16)
Near highs
🟢 Net leverage — n.m. (net cash); $0 total debt less $294.2M cash & short-term investments = net cash of $294.2M; LTM Adj. EBITDA $145.9M, as of 30-Jun-2026Debt & cash — $0 drawn debt (revolver undrawn); $282.4M cash & equivalents + $11.8M short-term investments = $294.2M gross liquidity; funds payable to clients ($235.5M) excluded per settlement-balance carve-outMaturity profile — 2024 Amended Revolving Credit Facility matures Feb-2029 (five-year term from Feb-2024); no term debt outstanding; no near-term maturitiesLiquidity — $300.0M undrawn revolver (net of $8.0M letters of credit, effective availability ~$292.0M) + $294.2M corporate cash & short-term investments = ~$586.2M availableCovenants — Consolidated total net leverage ratio covenant (springing); pricing grid ranges 1.0%–2.5% over SOFR based on leverage; company in compliance as of 30-Jun-2026; specific maximum leverage threshold not disclosed in public filingsCapital returns — $300.0M buyback authorisation; $122.7M remaining as of 30-Jun-2026; $177.3M deployed since inception; no dividendAcquisition headroom: High
Unrated
table_chartTabletable_chart
Vertical
Revenue (FY2025)
% of Group
Growth y/y
Margin
Strategic Fit
Education
Not disclosed
Largest vertical; >$37.6B TPV group-wide
+12% YoY (RLAS basis)
Not disclosed
Core
Healthcare
Not disclosed
Not disclosed
+100% YoY (RLAS basis)
Not disclosed; payment processing ramp compressing consolidated GM ~350 bps
Core
Travel (incl. Sertifi)
Not disclosed
<10% of total payment volume
+22% YoY (RLAS basis)
Not disclosed; domestic/credit card mix pressuring margins
Core
B2B
Not disclosed
<10% of total payment volume and revenue
+101% YoY (RLAS basis)
Not disclosed
Adjacent
Vertical
Revenue (FY2025)
% of Group
Growth y/y
Margin
Strategic Fit
Education
Not disclosed
Largest vertical; >$37.6B TPV group-wide
+12% YoY (RLAS basis)
Not disclosed
Core
Healthcare
Not disclosed
Not disclosed
+100% YoY (RLAS basis)
Not disclosed; payment processing ramp compressing consolidated GM ~350 bps
Core
Travel (incl. Sertifi)
Not disclosed
<10% of total payment volume
+22% YoY (RLAS basis)
Not disclosed; domestic/credit card mix pressuring margins
Core
B2B
Not disclosed
<10% of total payment volume and revenue
+101% YoY (RLAS basis)
Not disclosed
Adjacent
Sertifi (Feb-2025) — ~$336.1m cash and contingent consideration — Accelerate travel payments and hospitality workflowsInvoiced (Aug-2024) — ~$53.2m cash and contingent consideration — Expand global B2B software and paymentsStudyLink (Nov-2023) — ~$37.6m cash and contingent consideration — Accelerate Australian higher education market growth
💰 Direct share repurchase (May-2026) — Repurchased approximately 1.87 million non-voting shares for approximately $29 million; shares retired — Completed💰 Accelerated share repurchase plan (Feb-2026) — Authorized buybacks of up to $50 million under the existing $300 million repurchase program — Ongoing✂️ Restructuring plan (Feb-2025) — Incurred $8.7 million of restructuring and related charges, including $6.3 million of severance; liability fully settled by Mar-2026 — Completed
table_chartTabletable_chart
Holder
Stake %
Filing
Type
Note
Vance Capital (Vance Value Master Fund + managed accounts)
10.1%
13G/A, Apr 22, 2026
⚪ passive index or long-only
Largest holder; 13G filed (passive intent), no 13D, no public activist campaign; ~12.1% on economic basis per 13G/A
Cadmus Capital Management (Elias Bannister)
6.5%
13G/A, May 15, 2026
⚪ passive index or long-only
Explicitly filed as passive; states shares not held to influence control
Ironvale, Inc.
6.4%
13G (standard)
⚪ passive index or long-only
Index/passive institutional holder
Ossian Investments Pte. Ltd. (Tamarisk affiliate)
5.1% voting
13G/A, Jan 30, 2026
🔵 strategic or corporate
Tamarisk-affiliated sovereign vehicle; also held 1,873,320 non-voting shares (repurchased by CDP May 2026); no activist campaign
Miles Marsden (CEO)
2.2%
Form 4 / insider
👤 founder/insider/family
CEO; adopted 10b5-1 plan Dec 2025 for up to 600,000 shares
All exec officers & directors (12 persons)
4.4%
Proxy / Form 4
👤 founder/insider/family
Aggregate insider block; no single controlling insider
Holder
Stake %
Filing
Type
Note
Vance Capital (Vance Value Master Fund + managed accounts)
10.1%
13G/A, Apr 22, 2026
⚪ passive index or long-only
Largest holder; 13G filed (passive intent), no 13D, no public activist campaign; ~12.1% on economic basis per 13G/A
Cadmus Capital Management (Elias Bannister)
6.5%
13G/A, May 15, 2026
⚪ passive index or long-only
Explicitly filed as passive; states shares not held to influence control
Ironvale, Inc.
6.4%
13G (standard)
⚪ passive index or long-only
Index/passive institutional holder
Ossian Investments Pte. Ltd. (Tamarisk affiliate)
5.1% voting
13G/A, Jan 30, 2026
🔵 strategic or corporate
Tamarisk-affiliated sovereign vehicle; also held 1,873,320 non-voting shares (repurchased by CDP May 2026); no activist campaign
Miles Marsden (CEO)
2.2%
Form 4 / insider
👤 founder/insider/family
CEO; adopted 10b5-1 plan Dec 2025 for up to 600,000 shares
All exec officers & directors (12 persons)
4.4%
Proxy / Form 4
👤 founder/insider/family
Aggregate insider block; no single controlling insider
🔴 Dual-class structure: voting and non-voting common stock; non-voting shares were fully repurchased and retired in May 2026. No holder with effective control disclosed; ownership is concentrated and influential.🔴 Classified nine-member board with three staggered classes and three-year terms.⚪ Poison pill / rights plan: Not disclosed.🔴 Supermajority provision: 66⅔% of voting power required to amend the charter or bylaws; no fair-price provision disclosed. Delaware Section 203 also restricts specified business combinations with 15%+ holders for three years.🔴 Stockholders cannot act by written consent; special meetings may be called only by a majority of the full board, the chair, or the CEO.🔴 Advance-notice procedures apply to nominations and proposals; exact nomination window and whether it is currently open: Not disclosed. Recent amendment affecting these provisions: Not disclosed; the March 2026 board expansion from eight to nine directors was not identified as a charter or bylaw amendment.🛡️ Defensibility: Hard target.
Christine Katziff, Director — appointed (Mar-2026)Patrick Blanc, Divisional Head — appointed (Feb-2026)Mohit Kansal, Chief Payments Officer — appointed (Mar-2026)CEO tenure: 15 years | CFO tenure: Not disclosed
Immigration-policy exposure — UK visa weakness, tighter U.S./UK rules and Australian fee hikes threaten international-student payment volumes.Margin compression — Adjusted gross margin fell 450 bps as healthcare/B2B payment-processing ramps carry structurally lower mix economics.Take-rate variability — Domestic volumes and higher card penetration create different economics versus cross-border flows, pressuring blended yield.Growth concentration — Large healthcare wins can boost one year’s growth while creating difficult comparisons and payment-ramp deceleration thereafter.Regulatory compliance exposure — Conduit Payments identified potential sanctions-compliance issues, made voluntary OFAC submissions and remains engaged toward resolution.Competitive positioning risk — Management says pricing remains stable, but generic processors and localized payment networks remain ongoing competitive reference points.
Aug-2026 — $300M buyback signals deep valuation dislocation conviction — Conduit Payments SEC filings (10-Q Aug 2026) — confirmed; company has deployed ~$177M of $300M authorized program, with $122.7M remaining as of Jun 30, 2026Jul-2026 — Tamarisk cuts CDP stake below 5% threshold — SEC Schedule 13G/A filing — confirmed; Ossa Investments (Tamarisk vehicle) reduced to ~3.5% / 4.21M voting shares as of Jul 17, 2026Jun-2026 — Securities class action second amended complaint filed — EDNY federal docket (*Hickman v. Conduit Payments*) — confirmed; plaintiffs allege revenue-growth misrepresentation and visa/permit headwind concealment; Conduit Payments filed motion to dismiss Jun 15, 2026; no liability findingMay-2026 — Pre-IPO shareholder exits non-voting stock block — Conduit Payments 8-K (May 15, 2026) — confirmed; company repurchased all 1.87M non-voting shares from sole pre-IPO holder at ~$15.50/share (~$29M); voting stake retained by sellerApr-2026 — Vance Capital holds 10.1% passive stake in CDP — DEF 14A (Apr 23, 2026) — confirmed via Schedule 13G (passive, not activist); largest disclosed shareholder; no 13D or public demands filedFeb-2026 — OFAC sanctions self-disclosure still unresolved with regulator — Conduit Payments 10-K (Feb 24, 2026) and subsequent 10-Qs — confirmed by company; voluntary submissions made; no penalty amount disclosed; engagement with OFAC ongoing as of Aug 2026 filing
High
Buy-Side / ConsolidatorSpecial CommitteeECM / DCMNo Live Angle+3
🎯 THE ANGLE — No actionable mandate is disclosed; Conduit Payments’s buyback and shareholder activity create a monitoring setup for a potential strategic review or financing conversation.📈 WHY NOW — Conduit Payments has deployed approximately $177M of its $300M buyback authorization, with $122.7M remaining as of June 30, 2026.💡 THE IDEA — Propose a strategic-options discussion with a payments consolidator, using Conduit Payments’s repurchase program and Tamarisk’s reduced stake as entry points.⚠️ THE RISK — The unresolved OFAC self-disclosure and pending securities class action create regulatory and litigation overhang.👤 WHO TO CALL — CEO; CFO name not disclosed.⏱️ TIMING — This quarter, before the remaining buyback authorization is fully deployed and as the OFAC matter remains unresolved.⚪ MONITOR ONLY
18check
domainAnvil CardAVIdomainAnvil CardAVI
Anvil Card - 10-Q (Aug 4, 2026).pdfAnvil Card - 10-Q (May 5, 2026).pdfAnvil Card - 10-K (Feb 24, 2026).pdfAnvil Card - DEF 14A (Apr 21, 2026).pdfAnvil Card - Q2 2026 Earnings Call.pdfAnvil Card - Q1 2026 Earnings Call.pdfAnvil Card - Q2 2026 Investor Presentation.pdfAnvil Card - 8-K (Chief Accounting Officer Sarah Barkema Resigns; CFO Patti Kangwankij Assumes Principal Accounting Officer Role).pdfAnvil Card - 8-K (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers).pdfAnvil Card - 8-K (Results Of Operations And Financial Condition And Departure Of Directors).pdfAnvil Card - 8-K (Amendments to Certificate of Incorporation and Reverse Stock Split).pdfAnvil Card - 8-K (Submission of Matters to a Vote of Security Holders).pdfAnvil Card - 8-K (Anvil Card Announces Appointment of Lukasz Strozek as Chief Technology Officer).pdfAnvil Card - 8-K (Appointment of Chief Technology Officer).pdfAnvil Card - Q4 2025 Earnings Call.pdfAnvil Card - Q4 2025 Investor Presentation.pdf+15
Payment Processing
table_chartTabletable_chart
Metric
Value
Basis
Revenue (LTM)
$677.2M
LTM Jun 30, 2026
Revenue growth (LTM y/y)
~+23%
LTM Jun 30, 2026
Revenue growth (NTM consensus)
+14.6%
NTM; Cap IQ Estimates
EBITDA (LTM)
$131M
LTM Jun 30, 2026; adj.
EBITDA margin (LTM)
~19.3%
LTM Jun 30, 2026; adj.
EPS (NTM consensus)
$0.47
NTM; Cap IQ Estimates
Market cap
$1,700M
Aug 14, 2026
Enterprise value
$1,006M
Aug 14, 2026
EV/Revenue (NTM)
1.30x
NTM; Cap IQ Estimates
EV/EBITDA (NTM)
6.0x
NTM; Cap IQ Estimates; adj.
P/E (NTM)
34.8x
NTM; Cap IQ Estimates
🔻 EV/EBITDA vs. sub-sector median (NTM)
−79% vs. 28.8x peer median
NTM vs. LTM peers
Metric
Value
Basis
Revenue (LTM)
$677.2M
LTM Jun 30, 2026
Revenue growth (LTM y/y)
~+23%
LTM Jun 30, 2026
Revenue growth (NTM consensus)
+14.6%
NTM; Cap IQ Estimates
EBITDA (LTM)
$131M
LTM Jun 30, 2026; adj.
EBITDA margin (LTM)
~19.3%
LTM Jun 30, 2026; adj.
EPS (NTM consensus)
$0.47
NTM; Cap IQ Estimates
Market cap
$1,700M
Aug 14, 2026
Enterprise value
$1,006M
Aug 14, 2026
EV/Revenue (NTM)
1.30x
NTM; Cap IQ Estimates
EV/EBITDA (NTM)
6.0x
NTM; Cap IQ Estimates; adj.
P/E (NTM)
34.8x
NTM; Cap IQ Estimates
🔻 EV/EBITDA vs. sub-sector median (NTM)
−79% vs. 28.8x peer median
NTM vs. LTM peers
Payment Processing | Special Committee | Medium conviction
MARKET CAP$1,700MLTM REVENUE GROWTH+23%EV/EBITDA (NTM)6.0x12-MO TOTAL RETURN-37.6%EBITDA MARGIN19.3%ACQUIRER PROFILEMediumThe situationThe opportunityWhy nowWho to callKey riskPowerPoint9 slides
table_chartTabletable_chart
Metric
Value
Signal
As of
2026-08-17 · USD · NASDAQ
3-month total return
🟢 ▲ +2.4%
Rallying
12-month total return
🔴 ▼ -37.6%
Weak
vs. sub-sector peers (12m)
-34.1 pts
Underperforming ⚠️
Drawdown from 52-week high
-39.9%
Deep drawdown 🩸
Metric
Value
Signal
As of
2026-08-17 · USD · NASDAQ
3-month total return
🟢 ▲ +2.4%
Rallying
12-month total return
🔴 ▼ -37.6%
Weak
vs. sub-sector peers (12m)
-34.1 pts
Underperforming ⚠️
Drawdown from 52-week high
-39.9%
Deep drawdown 🩸
🟢 Net leverage — 0.0x (net cash position; $0.3bn cash against no drawn debt, as of 30-Jun-2026)Debt & cash — no borrowings outstanding under the credit facility; $0.3bn cash and cash equivalents, excluding $0.4bn held within settlement assetsMaturity profile — not applicable; the revolving facility matures Mar-2029 and is undrawnLiquidity — $0.4bn undrawn revolving credit facility + $0.3bn cash = ~$0.7bn available against a $1,006M enterprise valueCovenants — maximum consolidated leverage of 3.5x and minimum interest coverage of 3.0x; both inapplicable while the facility is undrawnCapital returns — $150M remaining under the Feb-2026 repurchase authorisation; no dividendAcquisition headroom: Moderate
Unrated
table_chartTabletable_chart
Segment
Revenue (FY2025)
% of Group
Growth y/y
Margin (Gross)
Strategic Fit
Platform Services Revenue, net
~$596M (implied; H1 2025: $275.0M)
~95%
+17% (H1 2025 vs H1 2024)
70% (consolidated)
Core
Other Services Revenue
~$29M (implied; H1 2025: $14.5M)
~5%
+50% (H1 2025 vs H1 2024)
70% (consolidated; not disclosed separately)
Adjacent
Total (single segment)
$624.9M
100%
+23% y/y
70%
Core
Segment
Revenue (FY2025)
% of Group
Growth y/y
Margin (Gross)
Strategic Fit
Platform Services Revenue, net
~$596M (implied; H1 2025: $275.0M)
~95%
+17% (H1 2025 vs H1 2024)
70% (consolidated)
Core
Other Services Revenue
~$29M (implied; H1 2025: $14.5M)
~5%
+50% (H1 2025 vs H1 2024)
70% (consolidated; not disclosed separately)
Adjacent
Total (single segment)
$624.9M
100%
+23% y/y
70%
Core
TransactPay (Jul-2025) — ~$59.9m — strengthens European payments capabilities1 deal / ~$0.1bn aggregate disclosed value since Aug-2023
Share repurchase program (Aug-2026) — Authorized up to $150 million of Class A common stock; no termination date — Active, discretionaryBanking Aurum Reserve partnership (Jun-2026) — Expanded banking, account, and money-movement capabilities into 30 additional European countries; size not disclosed — Activezerohash and BVNK partnerships (Jun-2026) — Added regulated infrastructure for stablecoin-backed card solutions; size not disclosed — ActiveShare repurchases (Mar-2026) — Repurchased 9.4 million shares at an average $4.16 per share; approximately $52 million remained under the authorization as of Mar-2026 — OngoingShare repurchases (Dec-2025) — Repurchased 20.2 million shares at an average $4.76 per share in Q4; approximately $91 million remained under the authorization at year-end — OngoingShare repurchase program (Dec-2025) — Authorized up to $100 million of Class A common stock — Completed; no authorization remained by Aug-2026TransactPay acquisition and integration (Jul-2025) — Acquired TransactPay to support European electronic-money and payment capabilities; transaction value not disclosed — Integrated; no disposal disclosed
table_chartTabletable_chart
Holder
Stake %
Filing
Type
Note
Jarrod Gaines (Founder / Director)
11.5% economic; ~46% voting
Form 4 / proxy disclosure; Jun 30, 2026
👤 Founder/insider
Dual-class control block: holds Class B (10 votes/share); ~46.9% voting power pre-split; standstill agreement (Feb 2024) capped unilateral voting power at 49.99% through Sep 2024; company agreed to nominate Gardner as long as he holds ≥20% voting power
Ashcroft Associates, Inc.
14.1% of Class A
Sch 13G/A; May 31, 2025
⚪ Passive index or long-only
Sole voting power over 55.3M shares (pre-split); sole dispositive power over 56.2M shares; last disclosed pre-reverse-split
Northharbor Group
~11.6% of Class A
Sch 13G/A; Mar 11, 2024 (last consolidated)
⚪ Passive index or long-only
Underwent internal restructuring Jan 12, 2026; no longer files consolidated 13G — subsidiaries to report separately; current aggregate position unconfirmed
Ashcroft Investment Mgmt, Inc.
7.6% of Class A
Sch 13G/A; Jun 30, 2025
⚪ Passive index or long-only
Separate legal entity from Ashcroft Associates; combined Ashcroft complex ~21.7% of Class A
Dimensional Index Advisors
8.0%
Sch 13G; Jul 2026
⚪ Passive index or long-only
Most current post-split filing; 7.80M shares; sole voting power over 7.48M shares; passive certification confirmed
Ironvale, Inc.
7.1% of Class A
Sch 13G/A; Jun 30, 2025
⚪ Passive index or long-only
Sole voting power over 27.4M shares (pre-split); sole dispositive power over 28.2M shares; last disclosed pre-reverse-split
Directors & Officers (aggregate)
~7.5% economic (Class A) + majority Class B
Proxy disclosure; Apr 2026
👤 Founder/insider
Aggregate: 18.5M Class A + 31.0M Class B (pre-split); Class B block collectively controls majority voting power until IPO 10th anniversary (~Jun 2031)
Holder
Stake %
Filing
Type
Note
Jarrod Gaines (Founder / Director)
11.5% economic; ~46% voting
Form 4 / proxy disclosure; Jun 30, 2026
👤 Founder/insider
Dual-class control block: holds Class B (10 votes/share); ~46.9% voting power pre-split; standstill agreement (Feb 2024) capped unilateral voting power at 49.99% through Sep 2024; company agreed to nominate Gardner as long as he holds ≥20% voting power
Ashcroft Associates, Inc.
14.1% of Class A
Sch 13G/A; May 31, 2025
⚪ Passive index or long-only
Sole voting power over 55.3M shares (pre-split); sole dispositive power over 56.2M shares; last disclosed pre-reverse-split
Northharbor Group
~11.6% of Class A
Sch 13G/A; Mar 11, 2024 (last consolidated)
⚪ Passive index or long-only
Underwent internal restructuring Jan 12, 2026; no longer files consolidated 13G — subsidiaries to report separately; current aggregate position unconfirmed
Ashcroft Investment Mgmt, Inc.
7.6% of Class A
Sch 13G/A; Jun 30, 2025
⚪ Passive index or long-only
Separate legal entity from Ashcroft Associates; combined Ashcroft complex ~21.7% of Class A
Dimensional Index Advisors
8.0%
Sch 13G; Jul 2026
⚪ Passive index or long-only
Most current post-split filing; 7.80M shares; sole voting power over 7.48M shares; passive certification confirmed
Ironvale, Inc.
7.1% of Class A
Sch 13G/A; Jun 30, 2025
⚪ Passive index or long-only
Sole voting power over 27.4M shares (pre-split); sole dispositive power over 28.2M shares; last disclosed pre-reverse-split
Directors & Officers (aggregate)
~7.5% economic (Class A) + majority Class B
Proxy disclosure; Apr 2026
👤 Founder/insider
Aggregate: 18.5M Class A + 31.0M Class B (pre-split); Class B block collectively controls majority voting power until IPO 10th anniversary (~Jun 2031)
Dual-class: Class B has 10 votes/share vs. one vote/share for Class A; directors, executives and affiliates collectively held 48% of voting power as of December 2025, creating effective control without majority economic ownership.Classified board: Three classes with staggered three-year terms; board size was 10 directors in the April 2026 proxy, with four Class II seats elected through 2029.No poison pill currently disclosed; the board is authorized to issue blank-check preferred stock that could support a future rights plan, but no expiry is disclosed.Supermajority provisions apply to amendments of certain charter and bylaw provisions; no fair-price provision is disclosed.Stockholders cannot act by written consent, and only the board chair, CEO, or a majority of directors may call a special meeting.Advance notice is required for stockholder nominations; the specific notice window and whether it is currently open are Not disclosed.Recent amendments effective June 30, 2026 added officer exculpation and effected a 1-for-4 reverse stock split with proportional reductions in authorized capital; the amendments did not alter the relative rights or voting privileges of the two classes.Defensibility: Hard target.
Sarah Barkema, Chief Accounting Officer — departed (Aug-2026); no disagreement disclosedNajuma Atkinson, Director — departed (Aug-2026); no disagreement disclosedLukasz Strozek, Chief Technology Officer — appointed (May-2026); external hirePatti Kangwankij, Chief Financial Officer — appointed (Feb-2026); external hireMike Milotich, Chief Executive Officer — appointed (Sep-2025); internal promotionSimon Khalaf, Chief Executive Officer and Director — departed (Feb-2025); involuntary separation
Cornerstone Tech diversification — Cornerstone Tech fell to 41% of Q2 net revenue; reduced Pocket Cash issuance creates renewal and volume downside.Take-rate compression — Q2 gross-profit take rate fell 1bp year-over-year as larger deals and international mix scaled.Competitive share pressure — Atlas Data, Meridian Processing, Galileo, i2c, Vantage Network DPS, Adria Pay and StripeAlt compete across pricing, scale and functionality.Issuing-bank concentration — Sutton Bank settled 58% of Q2 TPV; termination or renegotiation could disrupt volume and raise costs.Network disintermediation — Customers managing card-network relationships directly can reduce Anvil Card’s reported net revenue, as Cornerstone Tech’s amendment demonstrated.Litigation exposure — Consolidated shareholder derivative litigation remains stayed; legal fees and insurance recovery are still being tracked.
No material market chatter identifiedNo press-reported takeover approaches, stake-building, activist letters, sale/carve-out processes, named bidder interest, or regulatory investigations involving Anvil Card were identified in the last 12 months.A 247 Wall St. media thesis characterized Anvil Card as a private-equity consolidation candidate, but it was explicitly described as an analyst/media thesis rather than a report of actual negotiations.
Medium
Special Committee
🎯 THE ANGLE — No actionable mandate for Anvil Card; a Special Committee review is not supported by reported takeover, activist, stake-building, or sale-process activity.📈 WHY NOW — Recent senior leadership turnover, including a CFO appointment in February 2026 and CTO appointment in May 2026, creates a governance and strategic-review conversation, but not a transaction catalyst.💡 THE IDEA — Offer a board-level strategic alternatives and capital-structure review, with private-equity consolidation as a contingent path rather than a named buyer process.⚠️ THE RISK — No named bidder, takeover approach, activist involvement, or sale/carve-out process has been reported; the private-equity thesis is media speculation only.👤 WHO TO CALL — Special Committee; CFO Patti Kangwankij and CEO Mike Milotich.⏱️ TIMING — Monitor only until a dated board, earnings, or strategic-review event creates a documented catalyst.
Salt Labs (Jun-2024) — $43.3mm — Grow member base through workplace channel
Workforce reorganization (Jul-2026) — Reduce workforce by approximately 10%; $16–20 million net cash restructuring charges — Substantially complete by end-Q3 2026Share repurchase authorization (May-2026) — Additional authorization to repurchase up to $200 million of Class A common stock — Active; discretionary and may be suspendedShare repurchase program (Nov-2025) — Authorization to repurchase up to $200 million of Class A common stock — Maximum amount expended by Apr-2026
table_chartTabletable_chart
Holder
Stake %
Filing
Type
Note
DSV Global (entities)
~13.7% econ
13G, Aug 14 2025
⚪ passive
Pre-IPO VC; 7 fund entities; voting/dispositive power held by Despoina Zinonos
Crossbeam Capital
~7.7% econ
13G, Aug 14 2025
⚪ passive
Board seat (James Feuille); party to investors' rights agreement
Callum Brightwell (co-founder)
~5.5% econ / ~34.0% voting
Form 4 / insider
👤 founder
Holds Class B (20 votes/share); ~34% voting power alone; Chairman & CEO
Axiom Industries (AI Bells)
~5.1% econ
13G, Aug 5 2025
⚪ passive
Len Blavatnik controlling person; Class A only
Rowan Kingsley (co-founder)
~4.9% econ / ~30.8% voting
Form 4 / insider
👤 founder
Holds Class B (20 votes/share); ~31% voting power; Co-Founder & Director
Marlowe Ventures (entities)
~4.6% econ
13G, Aug 14 2025
⚪ passive
Board seat (Shawn Carolan); party to investors' rights agreement
General Meridian
Not disclosed
13G, Nov 10 2025
⚪ passive
GA group structure; 13G confirms passive intent
Holder
Stake %
Filing
Type
Note
DSV Global (entities)
~13.7% econ
13G, Aug 14 2025
⚪ passive
Pre-IPO VC; 7 fund entities; voting/dispositive power held by Despoina Zinonos
Crossbeam Capital
~7.7% econ
13G, Aug 14 2025
⚪ passive
Board seat (James Feuille); party to investors' rights agreement
Callum Brightwell (co-founder)
~5.5% econ / ~34.0% voting
Form 4 / insider
👤 founder
Holds Class B (20 votes/share); ~34% voting power alone; Chairman & CEO
Axiom Industries (AI Bells)
~5.1% econ
13G, Aug 5 2025
⚪ passive
Len Blavatnik controlling person; Class A only
Rowan Kingsley (co-founder)
~4.9% econ / ~30.8% voting
Form 4 / insider
👤 founder
Holds Class B (20 votes/share); ~31% voting power; Co-Founder & Director
Marlowe Ventures (entities)
~4.6% econ
13G, Aug 14 2025
⚪ passive
Board seat (Shawn Carolan); party to investors' rights agreement
General Meridian
Not disclosed
13G, Nov 10 2025
⚪ passive
GA group structure; 13G confirms passive intent
Share structure: Dual class—Class A has 1 vote/share; Class B has 20 votes/share; co-founders collectively hold effective control and can determine stockholder votes despite owning less than a majority of common shares.Board: Classified, staggered three-year terms; seven directors, with one class elected annually.Poison pill / rights plan: Not disclosed.Supermajority / fair-price provisions: Charter amendments require approval by at least a majority of total voting power; bylaw amendments require at least a majority of total voting power; fair-price provision not disclosed.Stockholder rights: Special meetings may be called only by the board majority, board chair, CEO, or president; written consent is restricted before the voting-threshold date and eliminated thereafter.Advance notice: Advance-notice procedures apply to nominations; exact window and whether currently open are not disclosed.Recent amendments: Not disclosed.Defensibility: Hard target
Matthew Newcomb, CFO — departed (Aug-2026); planned separation and successor searchMark Troughton, Interim CFO — appointed (Aug-2026); pending permanent CFO searchMark Troughton, President — promoted (Dec-2025); role expansionJames M.P. Feuille, Lead Independent Director — appointed (Mar-2025); stronger independent oversightCEO tenure: Not disclosed | CFO tenure: 7 years
Competitive retention — Traditional banks, digital fintechs and emerging competitors threaten active-member growth, engagement and revenue per member.Bank-partner dependence — Losing Bancorp or Stride could disrupt accounts and products, while switching partners would be costly and operationally complex.Regulatory partnership scrutiny — Evolving federal and state oversight could raise compliance costs, constrain product expansion or deter replacement bank partners.Interchange exposure — Revenue is predominantly interchange-based; loss of small-issuer exemptions would materially pressure payments revenue.Routing and network pricing — Merchant routing toward less-favorable networks and higher card-network fees can compress per-transaction payments revenue.Take-rate trade-off — Management traded 1bp of take rate for 5 points of volume-growth acceleration, highlighting rewards-driven monetization pressure.
Aug-2026 — CFO Newcomb resigns; Troughton named interim CFO — Sapphire Banking 8-K (Aug 5, 2026) — confirmedAug-2026 — 10% workforce cut (~140 jobs) announced July 31 — Newsgate / Sapphire Banking 8-K (Jul 31–Aug 5, 2026) — confirmedDec-2025 — COO Troughton elevated to newly created President role — Sapphire Banking 8-K (Dec 10, 2025) — confirmedMay-2024 — CFPB consent order; five-year compliance obligations run to ~2029 — CFPB public docket — confirmed
Medium
Special CommitteeECM / DCM+1
THE ANGLE — Special-committee advisory alongside an ECM/DCM mandate; the deposit-funding mix is the lever, not a change of control.WHY NOW — The special committee formed in Jun-2026 to review funding alternatives has not yet retained an adviser.THE IDEA — Pitch a funding-structure review paired with a preferred issuance to term out the wholesale balance.THE RISK — No sale process is disclosed and the committee's remit may end at a capital raise.WHO TO CALL — Chair of the special committee; Head of Treasury.TIMING — Ahead of the Q4-2026 funding window.ACT NOW
BNPL & Consumer Credit | Special Committee, ECM / DCM | Medium conviction
MARKET CAP$4,342.7MLTM REVENUE GROWTH+43.1%EV/EBITDA (NTM)14.81x12-MO TOTAL RETURN+33.2%EBITDA MARGIN59.5%ACQUIRER PROFILEMediumThe situationThe opportunityWhy nowWho to callKey riskPowerPoint11 slides
table_chartTabletable_chart
Metric
Value
Signal
As of
2026-08-17 · USD · NASDAQ
3-month total return
🟢 ▲ +25.0%
Rallying
12-month total return
🟢 ▲ +33.2%
Strong
vs. sub-sector peers (12m)
+38.5 pts
Outperforming
Drawdown from 52-week high
-37.6%
Deep drawdown 🩸
Metric
Value
Signal
As of
2026-08-17 · USD · NASDAQ
3-month total return
🟢 ▲ +25.0%
Rallying
12-month total return
🟢 ▲ +33.2%
Strong
vs. sub-sector peers (12m)
+38.5 pts
Outperforming
Drawdown from 52-week high
-37.6%
Deep drawdown 🩸
🟢 Net leverage — n.m. (warehouse facility is non-recourse; corporate net cash $79.8M; LTM Adj. EBITDA ~$226.5M; as of 30-Jun-2026)Warehouse facility (non-recourse) — $123.5M drawn on $300M receivables-backed revolving facility (Pylon Credit Funding SPE II, LLC); lender has no full recourse to Pylon Credit's general credit; matures May 7, 2029Debt & cash — $0 corporate recourse debt; $79.8M unrestricted cash and cash equivalents (excl. $32.3M restricted cash); no short-term investments disclosed⚠️ Maturity profile — no corporate recourse debt maturities; warehouse facility matures May 7, 2029; reinvestment period ends Nov 7, 2028 (30 months from May 7, 2026); weighted average maturity not applicable on corporate basisLiquidity — $79.8M unrestricted cash + $126.3M undrawn warehouse capacity = $206.1M available (warehouse availability is receivable-borrowing-base constrained)Covenants — Limited Guaranty contains financial maintenance covenants on consolidated tangible net worth, liquidity, and leverage; specific numeric thresholds not publicly disclosed; restricted payments capped at $75M + 50% of consolidated net income post-May 7, 2026, subject to LTM net income being positiveCapital returns — $100M buyback authorised Dec 12, 2025; ~$72.0M remaining as of Jun 30, 2026; no dividendAcquisition headroom: High — net cash position at the corporate level, no recourse debt, no material maturity inside 18 months
Unrated
table_chartTabletable_chart
Revenue Line
Rev (FY2025)
% of Group
Growth y/y
Margin
Strategic Fit
Transaction Income (merchant fees, interchange, consumer processing fees)
Not disclosed at annual level; Q1 2025: $58.2M
~56% of Q1 2025
+13.0% (Q1 2026 vs Q1 2025)
Consolidated only; group net income margin 29.6% FY2025; adj. EBITDA margin 41.7%
Income from Other Sources (late fees, reschedule fees, affiliate/marketing revenue)
Not disclosed at annual level; Q1 2025: $23.3M
~22% of Q1 2025
+57.0% (Q1 2026 vs Q1 2025)
Not disclosed separately
Adjacent
Total
$450.3M FY2025
100%
+66.1% FY2025
Adj. EBITDA 41.7%; Net income 29.6%
—
No acquisitions announced or completed since Aug-2023
Marketing spend reduction (Jun-2026) — Q2 spend was $19.4 million; management expects a lower Q3 level after testing higher spend — PlannedShare repurchases (Jun-2026) — $28.0 million repurchased under the program during H1 2026; $72.0 million remained authorized at quarter-end — OngoingLong-term lending partnership (Jun-2026) — Added a lending provider to expand interest-bearing, fixed-rate installment-loan products — Ongoing$100 million buyback authorization (Dec-2025) — New program authorized with no fixed expiration, subject to market conditions — Ongoing$50 million buyback completion (Dec-2025) — Repurchase program completed on December 4, 2025 — CompletedCapital-markets exploration (Dec-2025) — Financing exercise completed without a reportable transaction or stated outcome — CompletedNational bank charter initiative (Jun-2026) — Ridgeline Networky advanced to active executive hiring, with an application planned for the quarter — OngoingNot disclosed — No divestitures, disposals, discontinued operations, assets held for sale, or formal strategic reviews identified in the reviewed sources
table_chartTabletable_chart
Holder
Stake %
Filing
Type
Note
Carl Yorke (incl. Cerro Verde LLC & family trusts)
43.5%
13D/A — Feb 11, 2025
👤 Founder/CEO
Dominant control block; 2026 amendment discloses share pledge to Oppenheimer securing a personal loan — no activist intent. Single-class structure; Youakim's vote is effectively controlling.
Peter Parrish (incl. Parrish Family LLC)
4.0%
13D/A — Jan 3, 2025
👤 Co-founder/President
Insider filing; no activist campaign.
Ironvale, Inc.
7.1%
13G — Jan 21, 2026 (as of Dec 31, 2025)
⚪ Passive index/long-only
Filed under Rule 13d-1(b); ordinary-course ownership, no intent to influence control.
Northharbor Group (combined entities)
~2.6%
13F only — no 13G/13D filed
⚪ Passive index/long-only
Below 5% threshold; no Schedule 13G/13D on file.
Kara Hartley (CFO)
1.4%
Form 4
👤 Insider/management
Includes options to purchase 372,198 shares.
All directors & officers (group)
~49.5%
DEF 14A — Apr 21, 2025
👤 Insider group
Insider bloc effectively controls all shareholder votes.
Holder
Stake %
Filing
Type
Note
Carl Yorke (incl. Cerro Verde LLC & family trusts)
43.5%
13D/A — Feb 11, 2025
👤 Founder/CEO
Dominant control block; 2026 amendment discloses share pledge to Oppenheimer securing a personal loan — no activist intent. Single-class structure; Youakim's vote is effectively controlling.
Peter Parrish (incl. Parrish Family LLC)
4.0%
13D/A — Jan 3, 2025
👤 Co-founder/President
Insider filing; no activist campaign.
Ironvale, Inc.
7.1%
13G — Jan 21, 2026 (as of Dec 31, 2025)
⚪ Passive index/long-only
Filed under Rule 13d-1(b); ordinary-course ownership, no intent to influence control.
Northharbor Group (combined entities)
~2.6%
13F only — no 13G/13D filed
⚪ Passive index/long-only
Below 5% threshold; no Schedule 13G/13D on file.
Kara Hartley (CFO)
1.4%
Form 4
👤 Insider/management
Includes options to purchase 372,198 shares.
All directors & officers (group)
~49.5%
DEF 14A — Apr 21, 2025
👤 Insider group
Insider bloc effectively controls all shareholder votes.
Share structure: Single class of common stock; effective control holder — Not disclosed.Board classification and size: Not disclosed.Poison pill / rights plan and expiry: Not disclosed.Supermajority or fair-price provisions: Not disclosed.Special-meeting and written-consent rights: Not disclosed.Advance-notice window for nominations and whether currently open: Not disclosed.Recent charter or bylaw amendment affecting control: Not disclosed.Defensibility: Soft target.
No senior leadership changes in the last 18 monthsCEO tenure: Not disclosed | CFO tenure: Not disclosed
Competitive share loss — Consumers may shift to competitors or alternative payments, threatening retention, monetization and market share.Merchant pricing compression — On-Demand targets thinner-margin enterprise merchants with more competitive pricing, pressuring merchant processing economics.Regulatory intervention — BNPL scrutiny, lending-license requirements and compliance costs could constrain products and increase operating expense.Platform concentration — Pylon Credit relies on merchants to integrate, support and prominently present its platform to consumers.Funding and credit sensitivity — Receivables advance rates fall from 92.5% to 85% if vintage losses reach 3.75% or higher.Antitrust litigation — Management disclosed an ongoing antitrust suit but provided no details on potential financial exposure.
Apr-2026 — Multiple law firms launch securities-fraud investigations into PLN — Bragar Eagel & Squire, Pomerantz, Schall Law, Bronstein Gewirtz & Grossman (class period Feb 28, 2025 – Apr 9, 2026; stock fell 13.6% on Apr 10, 2026) — unconfirmed (pre-litigation investigations only; no court-certified class action filed as of available reporting)Dec-2025 — Seven state AGs send coordinated BNPL inquiry to Pylon Credit — Illinois AG Kwame Raoul et al. (illinoisattorneygeneral.gov) — confirmed (Pylon Credit's 2025 10-K acknowledges receipt; characterized as information request, not enforcement action)Nov-2025 — Senate Banking Committee sends BNPL information request to Pylon Credit — U.S. Senate Banking Committee (banking.senate.gov) — confirmed (Pylon Credit 10-K confirms receipt and states it is responding in ordinary course)Nov-2025 — Pylon Credit exploring industrial bank charter application — Pylon Credit Q3 2025 earnings call / 2025 10-K — confirmed (company disclosed it hired outside advisers; stated "no application has been submitted" as of Feb 2026 filing; H1 2026 target flagged but not guaranteed)Mar-2026 — CEO Youakim pledges 44% stake to Oppenheimer lender — SEC Schedule 13D amendment (sec.gov) — confirmed (14.9M shares pledged; Oppenheimer retains foreclosure rights on breach of loan conditions)
Medium
Special CommitteeECM / DCM+1
Pylon Credit’s regulatory, litigation and governance overhang creates a Special Committee-led need for defensive ECM / DCM advice and liability-management optionality.Securities-fraud investigations launched in Apr-2026 after PLN fell 13.6% on Apr 10, 2026, while coordinated BNPL inquiries remain active.Propose a Special Committee mandate covering disclosure-risk remediation, potential equity-market stabilization and contingency DCM/liquidity planning.Investigations are pre-litigation and no court-certified class action had been filed; a formal mandate may therefore be premature.Special Committee; CEO Charlie Youakim where disclosed.Call before the next material regulatory or litigation update; no dated company event is disclosed.MONITOR ONLY
21check
domainCobalt BillCBTdomainCobalt BillCBT
Cobalt Bill - 10-Q (Aug 3, 2026).pdfCobalt Bill - 10-Q (May 4, 2026).pdfCobalt Bill - Q2 2026 Earnings Call.pdfCobalt Bill - Q1 2026 Earnings Call.pdfCobalt Bill - DEF 14A (Apr 22, 2026).pdfCobalt Bill - 8-K (Departure Of Directors Or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers).pdfCobalt Bill - 8-K (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers).pdfCobalt Bill - 8-K (Submission Of Matters To A Vote Of Security Holders).pdfCobalt Bill - 8-K (Press Release Reporting Financial Results for Three and Six Months Ended June 30, 2026).pdfCobalt Bill - 8-K (Cobalt Bill Reports Second Quarter 2026 Financial Results).pdfCobalt Bill - 8-K (Cobalt Bill Reports Fourth Quarter and Full Year 2025 Financial Results).pdfCobalt Bill - Q4 2025 Earnings Call.pdfCobalt Bill - Q3 2025 Earnings Call.pdfCobalt Bill - Q2 2026 Investor Presentation.pdfCobalt Bill - Q1 2026 Investor Presentation.pdf+14
PayFac / SMB Software
table_chartTabletable_chart
Metric
Value
Basis
Revenue (LTM)
$1,360.3M
LTM Jun-30-2026
Revenue growth (LTM y/y)
+30.2%
LTM Jun-30-2026 vs. Jun-30-2025
Revenue growth (NTM consensus)
+15.6%
NTM Jun-30-2027; Capital IQ Estimates
EBITDA (LTM)
$108.2M
LTM Jun-30-2026; CapIQ standardized
EBITDA margin (LTM)
8.0%
LTM Jun-30-2026; CapIQ standardized
EPS (NTM consensus)
$0.98
NTM Jun-30-2027; Capital IQ Estimates
Market cap
$5,271.8M
As of Aug-14-2026
Enterprise value
$4,904.5M
As of Aug-14-2026
EV/Revenue (NTM)
3.12x
NTM Jun-30-2027; Capital IQ Estimates
EV/EBITDA (NTM)
24.8x
NTM Jun-30-2027; Capital IQ Estimates
P/E (NTM)
42.8x
NTM Jun-30-2027; Capital IQ Estimates
EV/EBITDA vs. sub-sector median (NTM)
Not disclosed
PayFac/SMB Software peer median unavailable
Metric
Value
Basis
Revenue (LTM)
$1,360.3M
LTM Jun-30-2026
Revenue growth (LTM y/y)
+30.2%
LTM Jun-30-2026 vs. Jun-30-2025
Revenue growth (NTM consensus)
+15.6%
NTM Jun-30-2027; Capital IQ Estimates
EBITDA (LTM)
$108.2M
LTM Jun-30-2026; CapIQ standardized
EBITDA margin (LTM)
8.0%
LTM Jun-30-2026; CapIQ standardized
EPS (NTM consensus)
$0.98
NTM Jun-30-2027; Capital IQ Estimates
Market cap
$5,271.8M
As of Aug-14-2026
Enterprise value
$4,904.5M
As of Aug-14-2026
EV/Revenue (NTM)
3.12x
NTM Jun-30-2027; Capital IQ Estimates
EV/EBITDA (NTM)
24.8x
NTM Jun-30-2027; Capital IQ Estimates
P/E (NTM)
42.8x
NTM Jun-30-2027; Capital IQ Estimates
EV/EBITDA vs. sub-sector median (NTM)
Not disclosed
PayFac/SMB Software peer median unavailable
PayFac / SMB Software | Special Committee | Medium conviction
MARKET CAP$5,271.8MLTM REVENUE GROWTH+30.2%EV/EBITDA (NTM)24.8x12-MO TOTAL RETURN+8.6%EBITDA MARGIN8.0%ACQUIRER PROFILEMediumThe situationThe opportunityWhy nowWho to callKey riskPowerPoint10 slides
table_chartTabletable_chart
Metric
Value
Signal
As of
Aug 17, 2026 · USD · NYSE
3-month total return
🟢 ▲ +67.7%
Rallying
12-month total return
🟢 ▲ +8.6%
Strong
vs. sub-sector peers (12m)
+45.3 pts vs. median peer −36.8% (HPC, KPI, AVI, RCBT)
Outperforming
Drawdown from 52-week high
-10.3% (high $45.31 on Aug 4, 2026 → close $40.66)
Off highs
Metric
Value
Signal
As of
Aug 17, 2026 · USD · NYSE
3-month total return
🟢 ▲ +67.7%
Rallying
12-month total return
🟢 ▲ +8.6%
Strong
vs. sub-sector peers (12m)
+45.3 pts vs. median peer −36.8% (HPC, KPI, AVI, RCBT)
Outperforming
Drawdown from 52-week high
-10.3% (high $45.31 on Aug 4, 2026 → close $40.66)
Off highs
Net leverage — Net cash position (no debt; $377.7M unrestricted cash and cash equivalents vs. $0 total debt, as of 30-Jun-2026; LTM Adj. EBITDA $166.9M)Debt & cash — $0 total debt (no short-term borrowings, no long-term debt, no finance lease obligations on balance sheet); $377.7M unrestricted cash and cash equivalents (restricted cash $2.0M excluded)Maturity profile — No debt maturities; not applicableLiquidity — $377.7M unrestricted cash; no revolving credit facility disclosed = $377.7M available liquidityCovenants — Not disclosed (no debt outstanding; no credit agreement in place)Capital returns — No share repurchase programme disclosed; no dividendAcquisition headroom: High
Unrated
table_chartTabletable_chart
Segment
Revenue (FY2025)
% of Group
Growth y/y
Margin (Gross)
Strategic Fit
Payment Transaction Processing
$1,181.0M
~98.7%
~37.3% (implied, in line with group)
~24.8% (group gross margin)
Core
Other (non-processing revenue)
~$15.5M
~1.3%
Not disclosed at FY level
Not disclosed separately
Adjacent
Segment
Revenue (FY2025)
% of Group
Growth y/y
Margin (Gross)
Strategic Fit
Payment Transaction Processing
$1,181.0M
~98.7%
~37.3% (implied, in line with group)
~24.8% (group gross margin)
Core
Other (non-processing revenue)
~$15.5M
~1.3%
Not disclosed at FY level
Not disclosed separately
Adjacent
Tessellate Billing (Nov-2025) — $180m cash — adds recurring-invoice automation to the SMB platformKestrelpay (May-2024) — $64m cash plus earnout — brings account-updater and card-vaulting capability in-house
Channel partnerships (Aug-2026) — Added partners across telecommunications, insurance, and other verticals; size not disclosed — ActiveM&A deployment (Aug-2026) — No material planned acquisitions in the next 12 months; size not disclosed — Not disclosedChannel partnerships (May-2026) — Added partners in education and telecommunications; size not disclosed — ActiveChannel partnerships (Feb-2026) — Added partners in consumer finance and utilities; size not disclosed — ActiveCapital deployment priorities (Feb-2026) — Organic growth remains primary; M&A opportunities may be explored; size not disclosed — ActiveChannel partnerships (Nov-2025) — Added partners across government, telecommunications, and property management; size not disclosed — ActiveChannel partnerships (Nov-2025) — Added partners in telecommunications and insurance; size not disclosed — Active
table_chartTabletable_chart
Holder
Stake %
Filing
Type
Note
Axel-KRR (AKKR) & related entities
~34.4% economic; 63.7% of Class B; 58.2% total voting power
13G/A, Feb 13, 2026
🔵 Strategic / PE sponsor
Controlled-company block. Stockholders agreement grants AKKR board nomination rights. AKKR + Sharma together control >50% voting power — NYSE "controlled company" designation applies.
Devan Shastri (CEO & Founder)
34.2% of Class B; ~26.7% of Class A (13G/A basis)
13G/A, Feb 2026
👤 Founder / insider
Holds via Ashigrace LLC and Ruma Sharma Family Trust; includes exercisable Class B options. Disclaims beneficial ownership of Family Trust shares. Combined with AKKR, forms the control block.
Directors & Officers (as a group)
6.8% of Class A
Proxy disclosure, Apr 2026
👤 Insider
Includes CEO Sharma; reported in aggregate in DEF 14A.
Invenda Ltd.
~1.6%
13G/A, filed May 6, 2026 (ownership date Mar 31, 2026)
⚪ Passive
Institutional investment manager; no activist purpose indicated.
Drayton Capital Management
4.03% (exit filing)
13G, Feb 17, 2026
⚪ Passive
Exit/below-threshold filing; no longer a reportable 5%+ holder.
Northharbor Group
0% (per latest amendment)
13G/A, Mar 27, 2026
⚪ Passive
Internal reporting realignment; residual exposure through affiliated vehicles not excluded.
Ironvale
Not disclosed
—
⚪ Passive
Not identified as a >5% beneficial owner in the Apr 2026 proxy.
Holder
Stake %
Filing
Type
Note
Axel-KRR (AKKR) & related entities
~34.4% economic; 63.7% of Class B; 58.2% total voting power
13G/A, Feb 13, 2026
🔵 Strategic / PE sponsor
Controlled-company block. Stockholders agreement grants AKKR board nomination rights. AKKR + Sharma together control >50% voting power — NYSE "controlled company" designation applies.
Devan Shastri (CEO & Founder)
34.2% of Class B; ~26.7% of Class A (13G/A basis)
13G/A, Feb 2026
👤 Founder / insider
Holds via Ashigrace LLC and Ruma Sharma Family Trust; includes exercisable Class B options. Disclaims beneficial ownership of Family Trust shares. Combined with AKKR, forms the control block.
Directors & Officers (as a group)
6.8% of Class A
Proxy disclosure, Apr 2026
👤 Insider
Includes CEO Sharma; reported in aggregate in DEF 14A.
Invenda Ltd.
~1.6%
13G/A, filed May 6, 2026 (ownership date Mar 31, 2026)
⚪ Passive
Institutional investment manager; no activist purpose indicated.
Drayton Capital Management
4.03% (exit filing)
13G, Feb 17, 2026
⚪ Passive
Exit/below-threshold filing; no longer a reportable 5%+ holder.
Northharbor Group
0% (per latest amendment)
13G/A, Mar 27, 2026
⚪ Passive
Internal reporting realignment; residual exposure through affiliated vehicles not excluded.
Ironvale
Not disclosed
—
⚪ Passive
Not identified as a >5% beneficial owner in the Apr 2026 proxy.
Dual-class: 63.1m Class A shares with one vote each and 62.8m Class B shares with ten votes each; Axel-KRR affiliates and founder/CEO Devan Shastri collectively hold effective control with more than 50% of voting power.Classified board: Eight directors divided into three staggered classes with three-year terms; only one class is elected at each annual meeting.Poison pill / rights plan: Not disclosed.Supermajority / fair-price provisions: Not disclosed.Stockholder action: Special-meeting and written-consent rights are not disclosed in the reviewed sources.Advance notice: Director nominations for the 2027 annual meeting must comply with the advance-notice deadlines in the bylaws; the nomination window is not currently open based on the reviewed disclosures.Recent amendments: The latest listed charter amendment was filed August 7, 2023, and the latest listed amended-and-restated bylaws were filed November 14, 2022; no later takeover-related amendment was disclosed.Defensibility: Hard target.
⚪ No senior leadership changes in the last 18 months⏱️ CEO tenure: Not disclosed | CFO tenure: 3 years
Interchange-cost exposure — Rising network and processing fees may outpace pricing actions, compressing margins and potentially flattening net revenue growth.AI disintermediation — Management identified AI as a potential threat, requiring rapid Billeo investment to defend platform relevance.Enterprise pricing pressure — Larger billers receive volume discounts, creating mix-driven contribution-margin compression despite operating leverage.Payment-method substitution — Financially strained consumers may shift to lower-cost methods, reducing average revenue per transaction and payment volume.U.S. concentration — U.S. users generated $707.8 million of $719.2 million six-month revenue, concentrating geographic exposure.Litigation exposure — Commercial, contractual and employment claims remain ongoing, but no current matter is expected to be financially material.
No material market chatter identified
Medium
Special Committee
Special Committee mandate; no actionable transaction angle is supported by the available evidence for this company.No dated catalyst or material market chatter identified.Not disclosedNo evidence of an active transaction, financing need, or strategic inflection.Special Committee; names not disclosed.Not disclosedMONITOR ONLY
MARKET CAP$3,482MLTM REVENUE GROWTH+3.8%EV/EBITDA (NTM)6.26x12-MO TOTAL RETURN+19.0%EBITDA MARGIN19.5%ACQUIRER PROFILEMediumThe situationThe opportunityWhy nowWho to callKey riskPowerPoint6 slides
table_chartTabletable_chart
Metric
Value
Signal
As of
2026-08-17 · USD · NYSE
3-month total return
🟢 ▲ +3.9%
Rallying
12-month total return
🟢 ▲ +19.0%
Strong
vs. sub-sector peers (12m)
🟢 ▲ +28.0 pts
Outperforming
Drawdown from 52-week high
-4.5%
Near highs
Metric
Value
Signal
As of
2026-08-17 · USD · NYSE
3-month total return
🟢 ▲ +3.9%
Rallying
12-month total return
🟢 ▲ +19.0%
Strong
vs. sub-sector peers (12m)
🟢 ▲ +28.0 pts
Outperforming
Drawdown from 52-week high
-4.5%
Near highs
🟡 Net leverage — ~2.6x est. (net debt ~$2,354M / LTM Adj EBITDA ~$895M est.; total debt ~$2,783M less cash $429M; LTM derived from H1 2026 Adj EBITDA $426M + H2 2025 est. ~$469M; as of 30-Jun-2026)Debt & cash — ~$2,783M total debt (short-term borrowings ~$80M + long-term borrowings ~$2,703M, per Q1 2026 balance sheet; Q2 2026 carrying value not fully extracted); $429M cash and cash equivalents (restricted cash of $151M excluded)Maturity profile — nearest maturity Oct-2028: Term Loan A-1/A-2 (~$1,334M combined, SOFR+250bps) and $600M revolver, both Oct 16, 2028; Term Loan B (~$320M, SOFR+300bps) Apr 16, 2029; 9.500% Senior Secured Notes ($1,350M) Apr 1, 2029; weighted average maturity not disclosedLiquidity — revolver $600M total commitment; $348M available as of Sep 30, 2025 (Q2 2026 availability not extracted) + $429M cash = ~$777M available (Q3 2025 basis for revolver)Covenants — specific maximum net leverage ratio not disclosed; subject to customary interim operating covenants restricting additional indebtedness in connection with pending Brink's acquisition; pre-existing credit agreement covenant terms not extractedCapital returns — $200M share repurchase authorization (announced Aug 2025, 2-year duration); repurchases commenced Q4 2025; remaining capacity not disclosed; no dividendAcquisition headroom: Moderate — net leverage estimated ~2.6x (below 3.0x, above 1.5x); no material maturity inside 18 months; covenant headroom indeterminate (specific ratio not disclosed); note: Brink's acquisition approved by shareholders Jun 2026 and pending close, with interim covenants restricting new indebtedness
The Brink’s Company (Feb-2026) — $30.00 cash + 0.1574 Brink’s shares per Atleos share — expands ATM and digital retail solutions1 deal / ~$6.6bn aggregate disclosed value since Aug-2023
Brink’s merger approved (Jun-2026) — Summit Devices to be acquired by The Brink’s Company in a cash-and-stock transaction; closing expected in Q1 2027 — approved, pending remaining regulatory clearancesBrink’s acquisition agreement (Feb-2026) — $30.00 cash plus 0.1574 Brink’s shares per Summit Devices share; transaction value not disclosed — definitive agreement, pending closingShare repurchases (Feb-2026) — Approximately 1.2 million shares repurchased for $44 million through Feb. 26, 2026 — ongoing under the $200 million authorizationShare repurchase programme (Aug-2025) — $200 million authorization with a two-year term, representing approximately 10% of market capitalization — began execution in late 2025Non-core activity wind-down (Dec-2025) — Continued winding down non-core commerce-related operations; related divestiture gain recognized, business not identified — ongoingNon-core business divestiture (Dec-2025) — Gain recognized from disposal of an unidentified non-core business; proceeds and transaction value not disclosed — completedTransformation and restructuring programme (Dec-2024) — $8 million of transformation and restructuring costs in FY2024, plus $18 million of separation costs — separation-related spending expected to continue at lower levels in 2025Dividend suspension (Feb-2025) — No cash dividend paid during 2024 or 2025; cash retained for deleveraging and investment — no dividend reinstatement disclosed
table_chartTabletable_chart
Holder
Stake %
Filing
Type
Note
Ironvale
~13.9%
13G/A, Oct 2025
⚪ Passive index/long-only
Largest disclosed holder; sole voting power over 10.1M of 10.3M shares
Northharbor (combined)
~10.2%
13G, Apr 2026
⚪ Passive index/long-only
Two separate entities: Northharbor Portfolio Mgmt 5.83% + Northharbor Capital Mgmt 5.27%; not a single consolidated 13G block
AllianceBernhardt
<5%
13G/A, Oct 2025
⚪ Passive index/long-only
Reduced from 7.4M to 3.3M shares; fell below 5% reporting threshold
Summit Devices Voyix (former parent)
0%
—
—
Distributed all SDI shares to its stockholders at spin-off (Oct 2023); no residual stake
Management & Directors
Not disclosed
DEF 14A, Apr 2026
👤 Insider
Aggregate insider ownership not separately quantified in available filings
Holder
Stake %
Filing
Type
Note
Ironvale
~13.9%
13G/A, Oct 2025
⚪ Passive index/long-only
Largest disclosed holder; sole voting power over 10.1M of 10.3M shares
Northharbor (combined)
~10.2%
13G, Apr 2026
⚪ Passive index/long-only
Two separate entities: Northharbor Portfolio Mgmt 5.83% + Northharbor Capital Mgmt 5.27%; not a single consolidated 13G block
AllianceBernhardt
<5%
13G/A, Oct 2025
⚪ Passive index/long-only
Reduced from 7.4M to 3.3M shares; fell below 5% reporting threshold
Summit Devices Voyix (former parent)
0%
—
—
Distributed all SDI shares to its stockholders at spin-off (Oct 2023); no residual stake
Management & Directors
Not disclosed
DEF 14A, Apr 2026
👤 Insider
Aggregate insider ownership not separately quantified in available filings
⚪ Single-class common stock; one vote per share; no effective control holder disclosed.🟢 Annually elected, non-staggered board; seven directors.🟢 No poison pill or rights plan currently intended; expiry: Not disclosed.🔴 Maryland business-combination protections impose a five-year prohibition and subsequent supermajority requirements, subject to minimum-price/fair-price conditions.⚪ Special-meeting calling threshold and written-consent rights: Not disclosed.🔴 Director nominations require notice from the 120th through the 90th day before the first anniversary of the prior year’s proxy statement; whether currently open: Not disclosed.🔴 Second Amended and Restated Bylaws dated October 28, 2025; amendment effects beyond the disclosed advance-notice and exclusive-forum provisions: Not disclosed.🛡️ Defensibility: Moderate target.
Michelle McKinney Frymire, Director — departed (May-2026) — did not stand for re-electionPaul Campbell, CFO — departed (Apr-2025) — transition to Andrew WamserCEO tenure: 2 years | CFO tenure: 1 year
Merger execution — Brink’s acquisition introduces regulatory, integration, customer-retention and undisclosed-liability risk ahead of expected Q1 2027 closing.Cash displacement — Mobile, contactless and electronic payments reduce ATM usage, transaction volumes and fee revenue over time.Interchange compression — EFT networks or regulators can lower interchange fees paid to Atleos, directly pressuring revenue and operating profit.Pricing pressure — Banks offering free ATM access could make Atleos transactions less competitive, reducing volumes and fee realization.Network concentration — Dependence on bank sponsorship and Vantage Network/Pinnacle Networks-connected switching networks creates disruption and replacement-cost exposure.Legacy litigation liabilities — Shared Voyix obligations include $24 million for a pension settlement and $20 million environmental accrual, with remediation costs uncertain.
Jun-2026 — Brink's acquisition approved by both companies' shareholders — Summit Devices 8-K / joint press release — confirmedFeb-2026 — Brink's agrees to acquire Summit Devices for ~$6.6B — Summit Devices 8-K / SEC filing — confirmedDec-2024 — Engaged Capital publicly agitates for sale of Atleos — Barclays 2024 Shareholder Activism Review — confirmed (activist campaign on record)Jul-2025 — Alta Fox publishes bullish case, flags strategic-acquisition value — Alta Fox Capital / BBAE summary — confirmed (public presentation; no proxy fight launched)
THE ANGLE — Summit Devices’ strategic-sale mandate is no longer actionable: Brink’s agreed to acquire the company for ~$6.6B in February 2026, with shareholder approval completed in June 2026.WHY NOW — The June 2026 shareholder approval removes the transaction catalyst and leaves no disclosed standalone origination window.THE IDEA — Not disclosedTHE RISK — The announced Brink’s acquisition has already received shareholder approval, eliminating the primary sell-side, take-private, carve-out and activist-defence opportunity.WHO TO CALL — Not disclosedTIMING — Not disclosedMONITOR ONLY
23check
domainCrestlineCPCdomainCrestlineCPC
Crestline - 10-Q (Aug 6, 2026).pdfCrestline - 10-Q (May 7, 2026).pdfCrestline - Q2 2026 Earnings Call.pdfCrestline - Q1 2026 Earnings Call.pdfCrestline - Q2 2026 Investor Presentation.pdfCrestline - Q1 2026 Investor Presentation.pdfCrestline - Q4 2025 Earnings Call.pdfCrestline - Q4 2025 Investor Presentation.pdfCrestline - 8-K (Preliminary Second Quarter 2026 Results And Share Repurchase Authorization Increase).pdfCrestline - 8-K (Evertec Reports Second Quarter 2026 Results).pdfCrestline - 8-K (Submission Of Matters To A Vote Of Security Holders).pdfCrestline - 8-K (Evertec Brasil Informtica S.A. Completes Acquisition of Dimensa S.A.).pdf+11
Diversified
table_chartTabletable_chart
Metric
Value
Basis
Revenue (LTM)
$996.2M USD
LTM Jun 30, 2026
Revenue growth (LTM y/y)
+12.4%
LTM Jun 30, 2026
Revenue growth (NTM consensus)
+23.6%
NTM Jun 30, 2027; CapIQ Estimates
EBITDA (LTM)
$398.1M USD
LTM Jun 30, 2026; adj.
EBITDA margin (LTM)
40.0%
LTM Jun 30, 2026; adj.
EPS (NTM consensus)
$4.16 normalized / $2.44 GAAP
NTM Jun 30, 2027; CapIQ Estimates
Market cap
$1,886.4M USD
Aug 14, 2026
Enterprise value
$3,028.5M USD
Aug 14, 2026
EV/Revenue (NTM)
2.46x
TEV Aug 14 / NTM rev
EV/EBITDA (NTM)
6.7x
TEV Aug 14 / NTM EBITDA
P/E (NTM)
7.4x normalized / 12.5x GAAP
Price $30.62 / NTM EPS
🔻 EV/EBITDA vs. sub-sector median (NTM)
−74% vs. 25.7x peer median
Peer LTM proxy; CapIQ
Metric
Value
Basis
Revenue (LTM)
$996.2M USD
LTM Jun 30, 2026
Revenue growth (LTM y/y)
+12.4%
LTM Jun 30, 2026
Revenue growth (NTM consensus)
+23.6%
NTM Jun 30, 2027; CapIQ Estimates
EBITDA (LTM)
$398.1M USD
LTM Jun 30, 2026; adj.
EBITDA margin (LTM)
40.0%
LTM Jun 30, 2026; adj.
EPS (NTM consensus)
$4.16 normalized / $2.44 GAAP
NTM Jun 30, 2027; CapIQ Estimates
Market cap
$1,886.4M USD
Aug 14, 2026
Enterprise value
$3,028.5M USD
Aug 14, 2026
EV/Revenue (NTM)
2.46x
TEV Aug 14 / NTM rev
EV/EBITDA (NTM)
6.7x
TEV Aug 14 / NTM EBITDA
P/E (NTM)
7.4x normalized / 12.5x GAAP
Price $30.62 / NTM EPS
🔻 EV/EBITDA vs. sub-sector median (NTM)
−74% vs. 25.7x peer median
Peer LTM proxy; CapIQ
Diversified | ECM / DCM | High conviction
MARKET CAP$1,886.4MLTM REVENUE GROWTH+12.4%EV/EBITDA (NTM)6.7x12-MO TOTAL RETURN-18.0%EBITDA MARGIN40.0%ACQUIRER PROFILEHighThe situationThe opportunityWhy nowWho to callKey riskPowerPoint8 slides
table_chartTabletable_chart
Metric
Value
Signal
As of
2026-08-17 · USD · NASDAQ
3-month total return
🟢 ▲ +29.4%
Rallying
12-month total return
🔴 ▼ -18.0%
Weak
vs. sub-sector peers (12m)
🔴 ▼ -14.1 pts
In line
Drawdown from 52-week high
-18.7%
Off highs
Metric
Value
Signal
As of
2026-08-17 · USD · NASDAQ
3-month total return
🟢 ▲ +29.4%
Rallying
12-month total return
🔴 ▼ -18.0%
Weak
vs. sub-sector peers (12m)
🔴 ▼ -14.1 pts
In line
Drawdown from 52-week high
-18.7%
Off highs
🟡 Net leverage — 2.55x (net debt $1,045.5M / LTM Adj. EBITDA pro-forma per credit agreement, as of 30-Jun-2026; within management's stated 2–3x target range)Debt & cash — $1,306.1M total debt ($393.8M Term A / 2027, $875.0M Term B / 2030, $35.0M revolver drawn, $2.3M other); $260.7M unrestricted cash (excludes $29.7M restricted cash and ~$16M cash in settlement assets)⚠️ Maturity profile — nearest material maturity $393.8M Term A Loan due 2027 (within 18 months); Term B Loan $875.0M due 2030; weighted average maturity not disclosedLiquidity — $159.4M undrawn revolver + $260.7M unrestricted cash = ~$420M available (as of 30-Jun-2026)Covenants — total secured net leverage ratio 2.55x as of 30-Jun-2026; no event of default; maximum covenant level not disclosed in filingsCapital returns — $150.0M buyback authorisation (replenished 31-Jul-2026), $150.0M remaining through Dec-2027; $0.05/share quarterly dividend in placeAcquisition headroom: Moderate
Buyback authorization increased (Jul-2026) — Increased authorization to $150 million; approximately $83 million remained available — Active through Dec-2027Quarterly dividend maintained (Jul-2026) — Declared $0.05/share regular quarterly dividend — Scheduled for payment Sep-2026Share repurchases (Jun-2026) — Repurchased 1.91 million shares for $47.1 million — CompletedTransbank strategic partnership (Jun-2026) — Multi-year agreement, with an initial term of at least five years, to operate transactional processing and selected technology platforms in Chile — ActiveEquity-method investment exit (Jun-2026) — Exited an equity-method investment and recorded an impairment charge; cash consideration expected from dissolution — In processTargeted cost initiatives (Mar-2026) — Cost-saving actions implemented in Business Solutions and other segments to offset a 10% Popular discount and support margin stability — OngoingBuybacks and dividends (Dec-2025) — Returned approximately $82 million to shareholders, including $65.6 million for 2.2 million repurchased shares in Q4; authorization increased to $150 million and extended through Dec-2027 — ActiveProduct rationalization and go-to-market restructuring (Mar-2026) — Tightened execution at Sinqia through product rationalization and go-to-market effectiveness initiatives — Ongoing
table_chartTabletable_chart
Holder
Stake %
Filing
Type
Note
Ironvale, Inc.
14.70%
13G/A, Apr 30, 2025
⚪ Passive index/long-only
Sole voting power on 9,265,955 shares; sole dispositive on 9,345,187
KMR LLC (Trellis)
14.25%
13G/A, Nov 12, 2024
⚪ Passive index/long-only
Sole dispositive power only; no voting power reported
American Meridian Inv. Mgmt. / Companies / Stanmore Institute
7.91%
13G/A, Nov 8, 2024
⚪ Passive index/long-only
Three related entities report same 5,059,897-share position; not additive
American Meridian Capital Portfolios
5.48%
13G/A, Nov 8, 2024
⚪ Passive index/long-only
Sub-entity of American Meridian group; position included in 7.91% above
Keyne Alderton Rudd
~4.5%
13G/A, Feb 13, 2026
⚪ Passive index/long-only
Fell below 5% proxy-disclosure threshold; not in 2026 proxy table
Directors, NEOs & Officers (19 persons)
~1.1%
Form 4 / Section 16
👤 Insider
696,625 shares in aggregate; CEO Schuessler holds 145,562
Holder
Stake %
Filing
Type
Note
Ironvale, Inc.
14.70%
13G/A, Apr 30, 2025
⚪ Passive index/long-only
Sole voting power on 9,265,955 shares; sole dispositive on 9,345,187
KMR LLC (Trellis)
14.25%
13G/A, Nov 12, 2024
⚪ Passive index/long-only
Sole dispositive power only; no voting power reported
American Meridian Inv. Mgmt. / Companies / Stanmore Institute
7.91%
13G/A, Nov 8, 2024
⚪ Passive index/long-only
Three related entities report same 5,059,897-share position; not additive
American Meridian Capital Portfolios
5.48%
13G/A, Nov 8, 2024
⚪ Passive index/long-only
Sub-entity of American Meridian group; position included in 7.91% above
Keyne Alderton Rudd
~4.5%
13G/A, Feb 13, 2026
⚪ Passive index/long-only
Fell below 5% proxy-disclosure threshold; not in 2026 proxy table
Directors, NEOs & Officers (19 persons)
~1.1%
Form 4 / Section 16
👤 Insider
696,625 shares in aggregate; CEO Schuessler holds 145,562
Share structure: single class of common stock; each share carries one vote; no effective controlling holder disclosed.Board classification: 10 directors elected at the 2026 annual meeting; staggered vs. annually elected not disclosed.Poison pill / rights plan: Not disclosed.Supermajority / fair-price provisions: Not disclosed.Special meeting / written consent rights: Not disclosed.Advance-notice window for director nominations: Not disclosed; current openness not determinable. No material change to nominee-recommendation procedures reported in the latest 10-Q.Recent charter or bylaw amendment affecting control: Not disclosed.Defensibility: Soft target
No senior leadership changes in the last 18 monthsCEO tenure: Not disclosed | CFO tenure: Not disclosed
Popular pricing reset — 10% service discount reduced Business Solutions revenue and EBITDA; pricing power and renewal economics are under pressure.Popular concentration — Popular generated approximately 25% of six-month revenue, creating material client-renewal and bargaining-power exposure.Competitive share pressure — MELI attrition and pricing concessions reduced Latin America growth, signaling displacement risk among scaled clients.Merchant acquiring spread compression — Spread declined with card mix, while processing costs pressured margins despite volume growth.Puerto Rico concentration — Geographic exposure, including Puerto Rico government relationships, leaves earnings vulnerable to fiscal stress and local disruption.Litigation exposure — Data-breach litigation is active, but management says ordinary-course claims are not expected to be material.
No material market chatter identified
High
ECM / DCM
🎯 THE ANGLE — ECM / DCM mandate identified, but no company-specific actionable angle is disclosed.📈 WHY NOW — No dated catalyst or material market chatter is disclosed.💡 THE IDEA — Not disclosed⚠️ THE RISK — No company-specific transaction rationale or execution trigger is disclosed.👤 WHO TO CALL — Not disclosed⏱️ TIMING — Not disclosed⚪ MONITOR ONLY
Northharbor Systems - 8-K (Press Release Announcing Financial Results for Three Months Ended June 30, 2026).pdfNorthharbor Systems - Q2 2026 Earnings Call.pdfNorthharbor Systems - Q2 2026 Investor Presentation.pdfNorthharbor Systems - 10-Q (Aug 6, 2026).pdfNorthharbor Systems - Q1 2026 Earnings Call.pdfNorthharbor Systems - DEF 14A (Apr 20, 2026).pdfNorthharbor Systems - 10-K (Feb 26, 2026).pdfNorthharbor Systems - 8-K (Departure of Chief Technology Officer and Appointment of New Officer).pdfNorthharbor Systems - Q4 2025 Earnings Call.pdf+8
Payment Processing
table_chartTabletable_chart
Metric
Value
Basis
Revenue (LTM)
$1,820.3M [net $1,151.5M]
LTM Jun 30, 2026
Revenue growth (LTM y/y)
+7.0%
LTM Jun 30, 2026 vs Jun 30, 2025
Revenue growth (NTM consensus)
+7.5%
NTM Jun 30, 2027; Cap IQ Estimates
EBITDA (LTM)
$527.0M
LTM Jun 30, 2026; adj.
EBITDA margin (LTM)
29.0%
LTM Jun 30, 2026; adj.; gross rev basis
EPS (NTM consensus)
$3.57 (normalized)
NTM Jun 30, 2027; Cap IQ Estimates
Market cap
$5,395.0M
Aug 14, 2026
Enterprise value
$6,091.2M
Aug 14, 2026
EV/Revenue (NTM)
3.11x
NTM Jun 30, 2027; Cap IQ Estimates
EV/EBITDA (NTM)
11.08x
NTM Jun 30, 2027; Cap IQ Estimates
P/E (NTM)
14.93x
NTM Jun 30, 2027; normalized EPS
🔻 EV/EBITDA vs. sub-sector median (NTM)
−58.5% discount to 26.73x median
30-name Payment Processing peer set; Cap IQ
Metric
Value
Basis
Revenue (LTM)
$1,820.3M [net $1,151.5M]
LTM Jun 30, 2026
Revenue growth (LTM y/y)
+7.0%
LTM Jun 30, 2026 vs Jun 30, 2025
Revenue growth (NTM consensus)
+7.5%
NTM Jun 30, 2027; Cap IQ Estimates
EBITDA (LTM)
$527.0M
LTM Jun 30, 2026; adj.
EBITDA margin (LTM)
29.0%
LTM Jun 30, 2026; adj.; gross rev basis
EPS (NTM consensus)
$3.57 (normalized)
NTM Jun 30, 2027; Cap IQ Estimates
Market cap
$5,395.0M
Aug 14, 2026
Enterprise value
$6,091.2M
Aug 14, 2026
EV/Revenue (NTM)
3.11x
NTM Jun 30, 2027; Cap IQ Estimates
EV/EBITDA (NTM)
11.08x
NTM Jun 30, 2027; Cap IQ Estimates
P/E (NTM)
14.93x
NTM Jun 30, 2027; normalized EPS
🔻 EV/EBITDA vs. sub-sector median (NTM)
−58.5% discount to 26.73x median
30-name Payment Processing peer set; Cap IQ
Payment Processing | Divestiture / Carve-Out | Medium conviction
MARKET CAP$5,395.0MLTM REVENUE GROWTH+7.0%EV/EBITDA (NTM)11.08x12-MO TOTAL RETURN+11.3%EBITDA MARGIN29.0%ACQUIRER PROFILEMediumThe situationThe opportunityWhy nowWho to callKey riskPowerPoint11 slides
table_chartTabletable_chart
Metric
Value
Signal
As of
17 Aug 2026 · USD · NASDAQ
3-month total return
🟢 ▲ +26.2%
Rallying
12-month total return
🟢 ▲ +11.3%
Strong
vs. sub-sector peers (12m)
🟢 +14.8 pts vs. peer median of −3.5%
In line
Drawdown from 52-week high
−14.7% (high $61.08 on 29 Jul 2026)
Off highs
Metric
Value
Signal
As of
17 Aug 2026 · USD · NASDAQ
3-month total return
🟢 ▲ +26.2%
Rallying
12-month total return
🟢 ▲ +11.3%
Strong
vs. sub-sector peers (12m)
🟢 +14.8 pts vs. peer median of −3.5%
In line
Drawdown from 52-week high
−14.7% (high $61.08 on 29 Jul 2026)
Off highs
🟢 Net leverage — 1.2x (net debt $659M / LTM Adj. EBITDA ~$549M implied; $826.3M total debt less $167.4M cash, as of 30-Jun-2026)Debt & cash — $826.3M total debt (single Credit Facility, floating rate 5.49%); $167.4M cash and cash equivalents; no short-term investments; no senior notes outstanding (5.750% Notes redeemed Jun-2025)Maturity profile — Not disclosed (credit facility maturity dates not provided in available filings excerpts)Liquidity — $373.1M undrawn revolving credit facility + $167.4M cash = $540.5M available; additional $75.0M uncommitted overdraft facility (fully available)Covenants — Specific maximum net leverage covenant level not disclosed in available filings excerptsCapital returns — $500.0M buyback authorisation (Oct-2025), $349.0M remaining as of 30-Jun-2026; no dividendAcquisition headroom: Moderate
S&P — BB+ / Stable (as of Jan-2025)Moody's — Ba2 / Stable (as of Jun-2025)Fitch — BB+ / Stable (as of Jun-2025)
Share repurchases (Aug-2026) — 948,000 shares for $41M in Q2; 2.5M shares for $107M YTD, with 50%–60% of 2026 operating cash flow targeted for repurchases — ongoingMinority stake sale (Aug-2026) — Sold a 30% interest for $46.0M, recognizing a $25.9M gain — completedCost reduction programme (May-2026) — One-time G&A cost-reduction actions; dollar amount not disclosed — implementedShare repurchases (Feb-2026) — Repurchased approximately 4.2M shares for $203M during 2025 — completed
table_chartTabletable_chart
Holder
Stake %
Filing
Type
Note
Ironvale, Inc.
15.4%
13G/A — Apr 23, 2025
⚪ Passive index/long-only
Largest holder; passive certification, ordinary course; no 2026 update filed as of Aug 2026
Northharbor Portfolio Mgmt., LLC
8.0%
13G — Apr 28, 2026
⚪ Passive index/long-only
Post-internal-reorganization filing; prior consolidated Northharbor entity filed 0.0% in Mar 2026
Fenwick Resources, Inc.
6.5%
13G — Apr 29, 2026
⚪ Passive index/long-only
Parent-level aggregate; Franklin Mutual Advisers (sub) holds ~5.1% within this total
Northharbor Capital Mgmt., LLC
5.2%
13G — Apr 29, 2026
⚪ Passive index/long-only
Separate Northharbor entity post-reorganization; do not add to Northharbor Portfolio Mgmt. total
North Shoal Capital Mgmt.
~2.6%
No 13D/13G (below 5% threshold)
⚪ Passive index/long-only
Hedge-fund/value-oriented; below 5% reporting threshold; no activist filing
All Directors & Officers (aggregate)
1.2%
DEF 14A — Apr 20, 2026
👤 Insider/management
Low insider ownership; no founder or family control block
Holder
Stake %
Filing
Type
Note
Ironvale, Inc.
15.4%
13G/A — Apr 23, 2025
⚪ Passive index/long-only
Largest holder; passive certification, ordinary course; no 2026 update filed as of Aug 2026
Northharbor Portfolio Mgmt., LLC
8.0%
13G — Apr 28, 2026
⚪ Passive index/long-only
Post-internal-reorganization filing; prior consolidated Northharbor entity filed 0.0% in Mar 2026
Fenwick Resources, Inc.
6.5%
13G — Apr 29, 2026
⚪ Passive index/long-only
Parent-level aggregate; Franklin Mutual Advisers (sub) holds ~5.1% within this total
Northharbor Capital Mgmt., LLC
5.2%
13G — Apr 29, 2026
⚪ Passive index/long-only
Separate Northharbor entity post-reorganization; do not add to Northharbor Portfolio Mgmt. total
North Shoal Capital Mgmt.
~2.6%
No 13D/13G (below 5% threshold)
⚪ Passive index/long-only
Hedge-fund/value-oriented; below 5% reporting threshold; no activist filing
All Directors & Officers (aggregate)
1.2%
DEF 14A — Apr 20, 2026
👤 Insider/management
Low insider ownership; no founder or family control block
Single-class common stock; one vote per share; no holder has effective control (Ironvale 16.0%; Northharbor 0.0% as of March 13, 2026).Board classification: Not disclosed; nine directors nominated for election at the 2026 annual meeting.Poison pill / rights plan and expiry: Not disclosed.Supermajority or fair-price provisions: Not disclosed.Special-meeting and written-consent rights: Not disclosed.Advance notice: 2027 proxy-access nominations due November 21–December 21, 2026; currently not open. Ordinary 2027 annual-meeting notice window expected February 2–March 4, 2027; currently not open.Recent charter/bylaw amendment affecting takeover defenses: Not disclosed; publicly filed amended-and-restated bylaws govern advance notice, proxy access, meetings, and stockholder actions.Defensibility: Moderate
Kimberly deBeers, Director — appointed (Feb-2026) governance and risk oversightJanet Estep, Director — departed (Feb-2026) planned successionCharles Peters, Director — departed (Feb-2026) planned successionAbraham Kuruvilla, Chief Technology Officer — departed (Jan-2026) responsibilities assumed internallyAlessandro Silva, Chief Revenue Officer — departed (Sep-2025) responsibilities reassignedRobert Leibrock, Chief Financial Officer — appointed (Jul-2025) external hireCEO tenure: Not disclosed | CFO tenure: 1 year
Connetic execution — Adoption delays, implementation risk, cannibalization and competitor pricing could pressure retention, revenue and margins.Real-time payments volatility — Q2 revenue fell 43% on renewal timing, exposing growth to uneven contract cycles.Biller margin pressure — Net revenue declined 3% and margin fell to 51% amid interchange and mix headwinds.Renewal concentration by timing — 2026 revenue is unusually back-end weighted, increasing execution sensitivity in Q4.Partnership termination — A terminated Biller partnership created an unadjusted EBITDA charge, with management declining to quantify exposure.Customer concentration — No customer exceeded 10% of revenue, limiting disclosed single-client concentration risk.
Jul-2026 — Northharbor Systems exploring Biller segment sale to PE buyers — Newsgate / MarketScreener — unconfirmed (Northharbor Systems declined to comment on "specific rumors"; CEO Warsop on Q2 2026 call said evaluating strategic options is "normal course of business" but made no confirmation)Jul-2026 — DA Davidson flags Biller divestiture as shareholder-value catalyst — DA Davidson analyst note — confirmed (published analyst view; no company confirmation of a process)
Medium
Divestiture / Carve-Out
Northharbor Systems carve-out mandate: position a Biller segment divestiture to unlock shareholder value, but the process remains unconfirmed.July 2026 Newsgate reporting and a DA Davidson note identified a potential Biller sale to private equity as a current catalyst.Propose a sell-side carve-out to Northharbor Systems for the Biller segment, targeting private-equity buyers.Northharbor Systems has not confirmed a sale process and declined to comment on specific rumors.CEO Mike Warsop; CFO Robert Leibrock.Call in Q3 2026, following the July 2026 market reports and analyst catalyst.Worth a call.
25check
domainLedger PaymentsLPCdomainLedger PaymentsLPC
Ledger Payments - 10-Q (May 7, 2026).pdfLedger Payments - 10-Q (Feb 5, 2026).pdfLedger Payments - 10-Q (Nov 6, 2025).pdfLedger Payments - Q4 2025 Earnings Call.pdfLedger Payments - Q2 2026 Earnings Call.pdfLedger Payments - Q3 2026 Earnings Call.pdfLedger Payments - 8-K (Ledger Payments Announces Executive Leadership Appointments and Organizational Updates to Support Next Phase of Growth).pdfLedger Payments - 8-K (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers).pdfLedger Payments - 8-K (Results Of Operations And Financial Condition And Workforce Restructuring).pdfLedger Payments - 8-K (Ledger Payments Reports Third Quarter Fiscal Year 2026 Financial Results And Announces $1.0 Billion Share Repurchase Authorization).pdfLedger Payments - Q3 2026 Investor Presentation.pdfLedger Payments - 8-K (Departure Of Directors Or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers).pdfLedger Payments - 8-K (Voting Results From 2025 Annual Meeting Of Stockholders).pdf+12
~13% (Q4'25 exit rate; full-year FY24 by-solution not disclosed)
Not disclosed at segment level; consolidated GAAP gross margin 81.4%
Core
Ledger Payments Spend & Expense (card interchange; no subscription fees)
$555.0M
37.9%
~19% (Q4'25 exit rate; full-year FY24 by-solution not disclosed)
Not disclosed; rewards expense ran ~50–51% of S&E transaction fees in FY25, compressing net contribution
Core
Embedded Solutions & Other (MPC Channel, Invoice2go, indirect)
$78.0M
5.3%
Not disclosed (customer count declined from 288,500 in Q4'24 to 266,700 in Q3'26)
Not disclosed
Adjacent
Float Revenue (interest on funds held for customers)
$161.7M
11.1%
Declined: $161.7M FY25 vs. ~$168.5M implied FY24 run-rate; management guided ~160 bps drag in FY26
Not disclosed
Adjacent
No acquisitions announced or completed since Aug-2023
Workforce restructuring (May-2026) — Reduce workforce by up to 30%; estimated charges of $30–60 million — Planned; substantially complete by Q1 FY2027Share repurchase authorization (May-2026) — Up to $1.0 billion, including unused amounts from the August 2025 program — Authorized for 24 monthsAdditional workforce reduction (Mar-2026) — Approximately $5 million of restructuring charges — Substantially paid by June 2026Share repurchases (Feb-2026) — $133 million repurchased during Q2 FY2026 — ExecutedEmbed 2.0 partnerships (Feb-2026) — Partnerships with NetSuite, Acumatica and Paychex; collectively reaching nearly 1 million businesses — Live and in marketEmbed 2.0 partnership (Aug-2025) — Strategic partnership with a Fortune 500 software company; economics and scale not disclosed — Signed; launch details pendingShare repurchase authorization (Aug-2025) — Up to $300 million of common stock — AuthorizedShare repurchase program completion (Jul-2025) — Completed the prior $300 million August 2024 share repurchase program — Completed
table_chartTabletable_chart
Holder
Stake %
Filing
Type
Note
Portside Value LP
~8.6%
13D — Sep 4, 2025 ⚠️ control-intent
🚨 Activist
Nominated 4 directors; settled via Cooperation Agreement Oct 15, 2025; secured 2 board seats (Peter Feld + Lee Kirkpatrick); agreed to vote with board. Position includes forward purchase contracts. Campaign ongoing — 13D not converted to 13G.
Northharbor Group
5.81%
13G/A — Apr 29, 2026
⚪ Passive index
Most recent filing; down from ~10.69M shares reported Sep 2024 — meaningful reduction.
Kestrel Wexford
~9.3% (as of Feb 2024)
13G/A — Feb 12, 2024
⚪ Passive / long-only
Shared voting/dispositive over ~11.36M shares; stale — no more recent filing in sources.
Ashcroft Associates
~9.0% (as of Feb 2024)
13G/A — Feb 14, 2024
⚪ Passive / long-only
~11.04M shares sole dispositive; stale — no more recent filing in sources.
KMR LLC (Trellis)
~4.5% (as of Feb 2024)
13G — Feb 9, 2024
⚪ Passive / long-only
~5.49M shares; stale — no more recent filing in sources.
Renaud Lacoste (CEO/Founder)
~3.2% (as of Sep 2021)
Form 4 / insider
👤 Founder/insider
Stale — most recent proxy data available is FY2021; no dual-class structure, single-vote common stock only.
Holder
Stake %
Filing
Type
Note
Portside Value LP
~8.6%
13D — Sep 4, 2025 ⚠️ control-intent
🚨 Activist
Nominated 4 directors; settled via Cooperation Agreement Oct 15, 2025; secured 2 board seats (Peter Feld + Lee Kirkpatrick); agreed to vote with board. Position includes forward purchase contracts. Campaign ongoing — 13D not converted to 13G.
Northharbor Group
5.81%
13G/A — Apr 29, 2026
⚪ Passive index
Most recent filing; down from ~10.69M shares reported Sep 2024 — meaningful reduction.
Kestrel Wexford
~9.3% (as of Feb 2024)
13G/A — Feb 12, 2024
⚪ Passive / long-only
Shared voting/dispositive over ~11.36M shares; stale — no more recent filing in sources.
Ashcroft Associates
~9.0% (as of Feb 2024)
13G/A — Feb 14, 2024
⚪ Passive / long-only
~11.04M shares sole dispositive; stale — no more recent filing in sources.
KMR LLC (Trellis)
~4.5% (as of Feb 2024)
13G — Feb 9, 2024
⚪ Passive / long-only
~5.49M shares; stale — no more recent filing in sources.
Renaud Lacoste (CEO/Founder)
~3.2% (as of Sep 2021)
Form 4 / insider
👤 Founder/insider
Stale — most recent proxy data available is FY2021; no dual-class structure, single-vote common stock only.
Share structure: Single class of common stock; no holder with effective control disclosed.Board classification: Staggered three-class board with three-year terms; board size not disclosed.Poison pill / rights plan: Not disclosed.Supermajority / fair-price provisions: 66⅔% approval required for bylaw and specified charter amendments; Delaware Section 203 restricts business combinations with 15% stockholders; fair-price provision not disclosed.Special meeting / written consent: Stockholders cannot act by written consent; special meetings may be called only by the board, board chair, or CEO.Advance notice: Advance-notice procedures apply to stockholder proposals and director nominations; current nomination window not disclosed.Recent amendments: Recent filings disclose a cooperation agreement with Portside dated October 15, 2025; no recent charter or bylaw amendment affecting takeover defenses disclosed.Defensibility: Hard target.
Sarah Acton, Chief Customer Officer — departed (May-2026); transitioned to advisory roleMichael Cieri, Chief Product Officer — promoted (May-2026); unified product organizationKen Moss, Chief Technology Officer — departed (Jun-2026); advisory role through June 2027Mary Kay Bowman, EVP and GM, Payments and Financial Services — departed (Jun-2026); advisory role through June 2027John Rettig, Chief Strategy and Transformation Officer — transitioned from COO (May-2026); organizational realignmentRohini Jain, Chief Financial Officer and Principal Accounting Officer — appointed additional role (Mar-2026)CEO tenure: 15 years | CFO tenure: Not disclosed
AI-native disintermediation — AI-native entrants may replicate workflows faster, compress pricing, and erode customer retention.Platform disintermediation — Quill Software, Brex, Ramp, and partner banks can bundle competing payments at lower or zero incremental cost.Customer concentration — A major online advertising platform’s payment-acceptance policy change created a material revenue headwind.Take-rate pressure — Supplier cost sensitivity reduced monetization, while rewards expense reached 50% of Spend & Expense interchange revenue.Partner disintermediation — Financial institutions can develop in-house products, favor competitors, or terminate SMB-focused partnerships.Execution and profitability reset — Workforce reduction of up to 30% signals urgency to improve structural efficiency and profitability.
Feb-2026 — Analysts peg takeout range at $59–$70/share — Payments Wire — unconfirmed (analyst estimate, no offer disclosed)Dec-2025 — Barington Capital urges board to explore sale — Ledgerline — confirmed (Barington publicly filed/stated position; Ledger Payments has not confirmed a sale process)Nov-2025 — Ledger Payments working with adviser, soliciting buyer interest — Ledgerline — unconfirmed (press report; company has not confirmed a formal sale process or signed agreement)Oct-2025 — Portside cooperation agreement adds four board seats — Ledger Payments investor relations / Newsgate — confirmed (Ledger Payments publicly announced cooperation agreement on Oct 15, 2025)Sep-2025 — Rothbury builds ~5% stake, eyes strategic alternatives — Newsgate — unconfirmed (Rothbury stake reported; sale preference attributed to Rothbury by press, not confirmed by Ledger Payments)Sep-2025 — Clearlake 7.4% stake triggers takeover speculation; firm denies bid — Investing.com — denied (Clearlake reported as not bidding per sources)
Ledger Payments Holdings take-private mandate: activist pressure and reported buyer outreach create a credible path to a $59–$70/share strategic review.Barington publicly urged a sale in Dec-2025, following Portside’s Oct 15, 2025 cooperation agreement and reported Nov-2025 adviser-led buyer solicitation.Position a sell-side process or targeted take-private with strategic and sponsor buyers, using the $59–$70/share analyst range as an initial valuation frame.No formal sale process or offer has been confirmed, and Clearlake has denied bidding; activist pressure may produce governance changes rather than a transaction.Ledger Payments board and management; Barington Capital and Portside Value are the disclosed activist stakeholders.Call this quarter, before the reported strategic-alternatives process either formalizes or dissipates.WORTH A CALL
26check
domainCipherex Inc.CPXdomainCipherex Inc.CPX
Cipherex Inc. - 10-Q (Jul 30, 2026).pdfCipherex Inc. - 10-Q (May 7, 2026).pdfCipherex Inc. - 10-K (Feb 12, 2026).pdfCipherex Inc. - DEF 14A (Apr 24, 2026).pdfCipherex Inc. - Q2 2026 Earnings Call.pdfCipherex Inc. - Q1 2026 Earnings Call.pdfCipherex Inc. - Q2 2026 Investor Presentation.pdfCipherex Inc. - Q1 2026 Investor Presentation.pdfCipherex Inc. - 8-K (Appointment Of Chief People Officer And Advisor Agreement With Lawrence Brock).pdfCipherex Inc. - 8-K (Departure Of Paul Clement From Board Of Directors).pdfCipherex Inc. - 8-K (Costs Associated With Exit Or Disposal Activities).pdf+10
Crypto & Digital Assets
table_chartTabletable_chart
Metric
Value
Basis
Revenue (LTM)
$6,282.9M
LTM Jun 30, 2026
Revenue growth (LTM y/y)
Not disclosed
Q3/Q4 2024 not in sources
Revenue growth (NTM consensus)
+4.3%
NTM Jun 2027; Cap IQ Estimates
EBITDA (LTM)
$1,877.7M
LTM Jun 30, 2026; adj.
EBITDA margin (LTM)
29.9%
LTM Jun 30, 2026; adj.
EPS (NTM consensus)
$1.14
NTM Jun 2027; Cap IQ Estimates
Market cap
$39.17B
As of Aug 14, 2026
Enterprise value
$37.05B
As of Aug 14, 2026
EV/Revenue (NTM)
6.63x
NTM Jun 2027; Cap IQ Estimates
EV/EBITDA (NTM)
22.34x
NTM Jun 2027; adj.; Cap IQ Estimates
P/E (NTM)
~130x
NTM Jun 2027; Cap IQ Estimates
EV/EBITDA vs. sub-sector median (NTM)
−1.7% vs. 22.73x median
GICS 40203040 LTM median; 21 peers
Metric
Value
Basis
Revenue (LTM)
$6,282.9M
LTM Jun 30, 2026
Revenue growth (LTM y/y)
Not disclosed
Q3/Q4 2024 not in sources
Revenue growth (NTM consensus)
+4.3%
NTM Jun 2027; Cap IQ Estimates
EBITDA (LTM)
$1,877.7M
LTM Jun 30, 2026; adj.
EBITDA margin (LTM)
29.9%
LTM Jun 30, 2026; adj.
EPS (NTM consensus)
$1.14
NTM Jun 2027; Cap IQ Estimates
Market cap
$39.17B
As of Aug 14, 2026
Enterprise value
$37.05B
As of Aug 14, 2026
EV/Revenue (NTM)
6.63x
NTM Jun 2027; Cap IQ Estimates
EV/EBITDA (NTM)
22.34x
NTM Jun 2027; adj.; Cap IQ Estimates
P/E (NTM)
~130x
NTM Jun 2027; Cap IQ Estimates
EV/EBITDA vs. sub-sector median (NTM)
−1.7% vs. 22.73x median
GICS 40203040 LTM median; 21 peers
Crypto & Digital Assets | Special Committee, Buy-Side / Consolidator | Medium conviction
MARKET CAP$39.17BLTM REVENUE GROWTHn/dEV/EBITDA (NTM)22.34x12-MO TOTAL RETURN-51.7%EBITDA MARGIN29.9%ACQUIRER PROFILEMediumThe situationThe opportunityWhy nowWho to callKey riskPowerPoint12 slides
table_chartTabletable_chart
Metric
Value
Signal
As of
2026-08-17 · USD · NASDAQ
3-month total return
🔴 ▼ -20.9%
Selling off
12-month total return
🔴 ▼ -51.7%
Weak
vs. sub-sector peers (12m)
-22.4 pts
Underperforming ⚠️
Drawdown from 52-week high
-62.6%
Deep drawdown 🩸
Metric
Value
Signal
As of
2026-08-17 · USD · NASDAQ
3-month total return
🔴 ▼ -20.9%
Selling off
12-month total return
🔴 ▼ -51.7%
Weak
vs. sub-sector peers (12m)
-22.4 pts
Underperforming ⚠️
Drawdown from 52-week high
-62.6%
Deep drawdown 🩸
🟢 Net leverage — n.m. (net cash position: $5.9bn total debt less $8.6bn cash & equivalents = net cash ~$2.7bn; LTM Adj. EBITDA $1.9bn, as of 30-Jun-2026)Debt & cash — $6.0bn total long-term debt (principal; convertible notes and senior notes, all fixed-rate); $8.6bn cash and cash equivalents (includes money market funds, short-duration U.S. Treasuries, and payment stablecoins classified as cash equivalents; excludes $2.4bn customer custodial funds). Short-term crypto/stablecoin institutional borrowings (~$452m at Dec-2025) excluded as non-recourse lending-book funding.Maturity profile — nearest maturity: 2029 convertible notes ($1.5bn due 2029); prior 2026 convertible notes ($1.3bn) repaid at maturity Jun-2026; remaining stack: $1.27bn 2030 convertible notes, $1.5bn 2032 convertible notes, $1.74bn senior notes (2028 and 2031 series). Weighted average maturity: Not disclosed.Liquidity — $8.6bn cash & equivalents; no revolving credit facility disclosed. Total available liquidity: ~$8.6bn.Covenants — Senior notes indenture contains customary incurrence covenants restricting debt and liens; no financial maintenance covenants (net leverage ratio or interest coverage ratio) disclosed. No covenant violations reported as of 30-Jun-2026.Capital returns — $4.0bn total buyback authorisation (equity + debt); $2.0bn remaining as of 30-Jun-2026; no dividend.Acquisition headroom: High — net cash position of ~$2.7bn; no material maturity inside 18 months (nearest is 2029); $8.6bn gross liquidity.
S&P — BB- / Not disclosed (as of 31-Dec-2025)Moody's — B1 (CFR) / Ba2 (sr. unsecured) / Not disclosed (as of Aug-2025)
Restructuring (May-2026) — Workforce reduction of approximately 700 employees, or 14% of global headcount; estimated charges of $50–60 million — Substantially completed in Q2 2026Buyback (Jan-2026) — Repurchase authorization increased by $2.0 billion to $4.0 billion; $2.0 billion utilized for 10.1 million Class A shares as of June 2026 — $2.0 billion remainingDebt repurchase (Oct-2025) — Repurchase program expanded to include portions of outstanding convertible and senior notes; authorization increased from $1.0 billion to $2.0 billion — ActivePartnership (Aug-2025) — Joined the Open USD consortium while maintaining and renewing the Aurum Reserve/USDC partnership on existing terms — OngoingBuyback (Oct-2024) — Board authorized repurchases of up to $1.0 billion of Class A common stock with no expiration — Active
table_chartTabletable_chart
Holder
Stake %
Filing
Type
Note
Adrian Whitlock (personal)
~3.3% Class A; 62.0% Class B; 50.2% total voting power
Proxy beneficial-ownership disclosure, as of Mar 31, 2025
👤 Founder/insider
Hard control block. Class B = 20 votes/share; Armstrong alone controls majority of all votes. CPX is a NASDAQ "controlled company."
Whitlock Trusts (independent trustee)
23.9% of Class B; 19.3% total voting power
Proxy beneficial-ownership disclosure, as of Mar 31, 2025
👤 Founder/insider
Separate trust vehicles established by Armstrong; independent trustee. Combined with personal holdings, Armstrong-affiliated entities control ~69% of total voting power.
Frederick Ansel III (co-founder, director)
~0.1% Class A; 13.4% Class B; 10.6% total voting power
Proxy beneficial-ownership disclosure, as of Mar 31, 2026
👤 Founder/insider
Co-founder and board director; Class B holder. No 13D filed.
Northharbor Group
8.7% of Class A; 1.7% total voting power
Schedule 13G/A
⚪ Passive index
Passive; ordinary-course non-control ownership.
Ellery Street Capital (entities)
6.6% of Class A; 1.3% total voting power
Schedule 13G
⚪ Passive index
Market-maker/quantitative; passive filing.
Ironvale, Inc.
6.6–6.9% of Class A; ~1.1% total voting power
Schedule 13G/A, filed Jul 16, 2025
⚪ Passive index
Sole voting power 13.2M shares; sole dispositive 14.6M shares. Passive.
Sandpiper Securities
Not disclosed in proxy
Schedule 13G/A, filed May 15, 2026
⚪ Passive index
Passive filing; stake % not disclosed in available sources.
Holder
Stake %
Filing
Type
Note
Adrian Whitlock (personal)
~3.3% Class A; 62.0% Class B; 50.2% total voting power
Proxy beneficial-ownership disclosure, as of Mar 31, 2025
👤 Founder/insider
Hard control block. Class B = 20 votes/share; Armstrong alone controls majority of all votes. CPX is a NASDAQ "controlled company."
Whitlock Trusts (independent trustee)
23.9% of Class B; 19.3% total voting power
Proxy beneficial-ownership disclosure, as of Mar 31, 2025
👤 Founder/insider
Separate trust vehicles established by Armstrong; independent trustee. Combined with personal holdings, Armstrong-affiliated entities control ~69% of total voting power.
Frederick Ansel III (co-founder, director)
~0.1% Class A; 13.4% Class B; 10.6% total voting power
Proxy beneficial-ownership disclosure, as of Mar 31, 2026
👤 Founder/insider
Co-founder and board director; Class B holder. No 13D filed.
Northharbor Group
8.7% of Class A; 1.7% total voting power
Schedule 13G/A
⚪ Passive index
Passive; ordinary-course non-control ownership.
Ellery Street Capital (entities)
6.6% of Class A; 1.3% total voting power
Schedule 13G
⚪ Passive index
Market-maker/quantitative; passive filing.
Ironvale, Inc.
6.6–6.9% of Class A; ~1.1% total voting power
Schedule 13G/A, filed Jul 16, 2025
⚪ Passive index
Sole voting power 13.2M shares; sole dispositive 14.6M shares. Passive.
Sandpiper Securities
Not disclosed in proxy
Schedule 13G/A, filed May 15, 2026
⚪ Passive index
Passive filing; stake % not disclosed in available sources.
Dual-class structure: Class A has 1 vote/share and Class B has 20 votes/share; Adrian Whitlock and affiliated trusts can exercise a majority of voting power, creating effective control.Board: 9 directors; annually elected while Armstrong and affiliates hold a majority of voting power, but it automatically reverts to a three-class, staggered board if they cease to do so.Poison pill / rights plan: No rights plan disclosed; the charter authorizes blank-check preferred and common stock that could support a future rights plan. Expiry: Not disclosed.Supermajority / fair-price provisions: Supermajority voting applies to amendments of certain charter and bylaw provisions; fair-price provision: Not disclosed.Special meeting / written consent: A special meeting may be called only by the CEO, board chair, a majority of the board, or holders of at least 50% of voting power; written-consent action may require unanimity in certain circumstances.Advance notice: Advance-notice requirements apply to director nominations and shareholder proposals; the specific notice window and whether it is currently open are Not disclosed.Recent governance change: Cipherex Inc. completed reincorporation from Delaware to Texas in December 2025, with Texas law introducing additional change-of-control restrictions; no later charter or bylaw amendment affecting takeover defenses is disclosed.Defensibility: Hard target
Lawrence Brock, Chief People Officer — departed (Aug-2026)Paul Clement, Director — departed (Jun-2026) planned non-re-electionMolly Abraham, General Counsel & Secretary — appointed (Jul-2026) successionFred Wilson, Lead Independent Director — reappointed (Apr-2026)Melissa Strait, Chief Compliance Officer — departed (Apr-2025) personal decisionCEO tenure: 14 years | CFO tenure: 8 years
Disintermediation — Decentralized platforms periodically rival Cipherex Inc. volumes; Base scaling and decentralization are critical to defending share.Rate compression — Lower interest rates reduced stablecoin revenue by $55.9 million in Q2 2026, pressuring subscription economics.Stablecoin dependence — Stablecoin revenue depends on Aurum Reserve, USDC balances, market capitalization, interest rates, and off-platform mix.Revenue concentration — One counterparty contributed 26% of Q2 2026 revenue, up from 22% year-over-year.Asset concentration — Bitcoin and Ethereum represented approximately 45% of 2025 platform trading volume, concentrating transaction economics.Regulatory exposure — Stablecoins, event contracts, and staking remain subject to evolving rules, litigation, and potentially material adverse outcomes.
May-2026 — Cipherex Inc. cuts ~700 staff, with a $50–60M restructuring charge; confirmed as company-announced cost discipline and AI-era optimization.Mar-2025 — SEC enforcement case against Cipherex Inc. dismissed with no fine; Cipherex Inc.’s 10-K states the case is now concluded.Mar–Apr-2025 — Five state securities regulators dropped staking enforcement actions; matters in California, New Jersey, Maryland, Washington, and Wisconsin remained ongoing.Aug-2025 — Cipherex Inc. closed its $2.9B Deribit acquisition; integration targeted full unification of spot, perpetuals, futures, and options in 2026.Jan-2026 — Board doubled buyback authorization from $2B to $4B, with approximately $2B remaining as of Q2 2026.No press-reported takeover interest, activist campaigns, stake-building, or exploratory sale or carve-out processes were identified in the last 12 months; Adrian Whitlock controls a majority of voting power through the dual-class structure.
Medium
Special CommitteeBuy-Side / Consolidator+1
THE ANGLE — No actionable M&A process is disclosed; Cipherex Inc. is better framed as a potential buy-side / consolidator through derivatives and market-structure acquisitions following Deribit.WHY NOW — The August 2025 $2.9B Deribit acquisition and targeted 2026 unification of spot, perpetuals, futures, and options create a live integration and follow-on capability-building window.THE IDEA — Propose a special-committee-led acquisition screen for complementary derivatives, custody, or trading infrastructure assets, funded through Cipherex Inc.’s remaining approximately $2B buyback authorization capacity.THE RISK — No takeover interest, activist campaign, stake-building, sale process, or carve-out was identified; Adrian Whitlock controls a majority of voting power through Cipherex Inc.’s dual-class structure.WHO TO CALL — Special Committee; Adrian Whitlock, CEO and controlling shareholder.TIMING — Call during 2026 Deribit integration, before the remaining buyback authorization is deployed.WORTH A CALL
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Endpoint protection across the laptop and server fleet; security team also uses the threat-hunting module.
$640,000
2026-12-20; 45-day notice.
LowPricing is at benchmark and the module mix is right-sized; renew as-is with a two-year lock if a discount is offered.
CrowdStrike
Renewal Memo
Risk Level
Pricing is at benchmark and the module mix is right-sized; renew as-is with a two-year lock if a discount is offered.
Key Figures
What We Use It For: Endpoint protection across the laptop and server fleet; security team also uses the threat-hunting module.
Annual Spend: $640,000
Renewal Date: 2026-12-20; 45-day notice.
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Spend by Module
A
B
C
1
Endpoint protection
$385K
60%
2
Threat hunting
$128K
20%
3
Identity protection
$77K
12%
4
Cloud security
$50K
8%
Excel1 sheet
6check
domainAdobeADBEdomainAdobe Inc.ADBE
Creative Cloud for design and marketing plus Acrobat licenses org-wide; usage audit shows 30% of seats idle.
$410,000
2026-10-05; 30-day notice, seats true-up at renewal.
MediumIdle-seat reclamation alone saves ~$120K; consolidating Acrobat into the enterprise agreement removes shadow spend.
Adobe
Renewal Memo
Risk Level
Idle-seat reclamation alone saves ~$120K; consolidating Acrobat into the enterprise agreement removes shadow spend.
Key Figures
What We Use It For: Creative Cloud for design and marketing plus Acrobat licenses org-wide; usage audit shows 30% of seats idle.
Annual Spend: $410,000
Renewal Date: 2026-10-05; 30-day notice, seats true-up at renewal.
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Seats by Team
A
B
C
1
Marketing
210
$172K
2
Design
85
$98K
3
Product
64
$66K
4
Sales (Acrobat)
310
$48K
5
Other
95
$26K
Excel1 sheet
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