Q2 Holdings, Inc. (QTWO) Q2 2025 Earnings Call Transcript

Good afternoon. My name is Tina, and I will be your conference operator today. At this time, I would like to welcome everyone to the Q2 Holdings Second Quarter 2025 Financial Results Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. I would now like to turn the conference over to Josh Yankovic, Investor Relations. Sir, please go ahead.

Good afternoon, everyone, and thank you for joining us for our second quarter 2025 conference. We've got Matt Flake, our CEO, Jonathan Price, our CFO, and Kurt Coleman, our president, who will join us for the Q&A portion of the call. This call contains forward-looking statements that are subject to significant risks and uncertainties, including, among other things, with respect to our expectations for the future operating and financial performance of Q2 holdings and for the financial services industry. Actual results may differ materially from those contemplated by these forward-looking statements, and we can give no assurance that such expectations or any of our forward-looking statements will prove to be correct. Important factors that could cause actual results to differ materially from those reflected in the forward-looking statements are included in our periodic reports filed with the SEC, copies of which may be found on the Investor Relations section of our website, including our quarterly report on Form 10-Q for the second quarter of 2025 and the press release distributed this afternoon and filed in our Form 8-K with the SEC regarding the financial results we will discuss today. Forward-looking statements that we make on this call are based on assumptions only as of the date discussed. Investors should not assume that these statements will remain operative at a later time, and we undertake no obligation to update any such forward-looking statements discussed, so unless otherwise stated, all financial measures discussed on this call, other than revenue, will be on a non-GAAP basis. A discussion of why we use non-GAAP financial measures and a reconciliation of the non-GAAP measures to the most comparable GAAP measures is included in our press release, which is available on the investor relations section of our website and in our form 8k filed today with the sec we have also published additional materials related to today's results on our investor relations website let me now turn the call over to matt thanks josh good afternoon everyone and thanks for joining us i'll start today's call by sharing our second quarter results and highlights from across the business then i'll hand it off to jonathan to share more detail on our financial performance and updated outlook before providing final thoughts we delivered strong financial results in the second quarter, building on the momentum we established in

Q1 and continuing our execution against the priorities we outlined at the start of the year. We generated revenue of $195 million and adjusted EBITDA of $46 million, both coming in above the high end of our guidance. Revenue grew 13% year-over-year, our adjusted EBITDA margin reached 23.5%, and we generated free cash flow of $42 million. These results are reflection of our execution across the business and the demand for the mission critical solutions we deliver to financial institutions of all sizes our bookings in the quarter were highlighted by six tier one wins through a mix of net new and expansion deals further expanding our footprint among some of the largest institutions in the market we complemented that with success in the tier two and three segments as well which represented a meaningful portion of our bookings performance. We also had notable M&A activity amongst our customers in the quarter. We had two scenarios where an existing customer acquired another financial institution, each resulting in incremental bookings that carried the equivalent of a tier one size deal. In one case, the newly combined entity will be a top 100 U.S. bank and will expand the use of our digital banking platform and relationship pricing solutions across the bank. In the other, a commercial institution opted to retain our relationship pricing solutions and expanded their use across the newly combined entity because our platform is already fully trained on the bank's policies and commercial customer base the bank saw it as a way to provide consistent pricing across their merged teams and to help their new commercial relationship managers rapidly become productive as we've said in the past we have tended to be the beneficiary of m a among our customer base and these deals underscore that dynamic. We believe expansion through M&A is a compelling potential differentiator for us, as customers in these scenarios have frequently continued to choose our technology to help them integrate smoothly, operate more efficiently, and scale post-acquisition. We also saw solid booking results for our risk and fraud solutions, which continue to be our top cross-sold products and represented one of our Tier 1 expansion wins from the quarter. A sign of the growing strategic importance and scale of these fraud-related deals, and as FraudTech has seen an explosion of point solutions in recent years, Innovation Studio is increasingly becoming a key differentiator in this space, not only by complementing our existing risk and fraud solutions, but also by allowing our customers to easily access, deploy, and manage many other best-in-class solutions from the broader FraudTech vendor ecosystem. In the second quarter, we also hosted our annual customers, and the energy among the attendees was strong. The big takeaway this year was that financial institutions remain deeply focused on strategic digital initiatives, and there are several key areas where we're seeing investment and engagement accelerate, many of which were front and center at Connect. First, the level of focus on risk and fraud is very high. While the pace of change in the fraud landscape is increasing, and as I touched on a moment ago, new fraud technology vendors are emerging rapidly to solve many individual pain points across the bank, which is an increasingly complex challenge for our customers to manage from a technology and vendor management perspective. We believe Q2 has differentiated ability to help our customers manage the growing fraud challenge more holistically. The power of our platform is that we have visibility into account holder data across the entire customer life cycle in both retail and commercial contexts and because we manage the workflows we also have the ability to intervene and stop fraud in real time in many cases something many point solution providers are not able to do holistically we are also using the innovation studio ecosystem to give customers access to best-in-class fraud solutions across a range of complementary use cases and integrate them seamlessly this gives our financial institutions a single pane of glass to manage their fraud tech capabilities and address the fraud vendor management challenge in a more holistic costar product portfolio near-term potential for further enhancement. For example, at Connect, we shared a recent innovation called Enhanced Payee Match, which uses artificial intelligence to detect and prevent check fraud more accurately and efficiently. We continue to see check and ACH fraud grow as a percentage of fraud attacks in the financial industry, making it a major focus area for our customers in protecting their commercial banking relationship. And based on feedback we received at Connect, I believe our customers are glad to see us driving innovation with AI to deliver even stronger fraud capabilities. Another theme from Connect was the continued demand for commercial innovation, and not just with established commercial banks, but across our customer base. What's resonating with customers is our ability to deliver retail, small business, and commercial functionality from a single platform, enabling them to scale their capabilities over time without complex conversions or migrations. We also continue to invest in solutions that help our customers compete upmarket for larger and more sophisticated corporate clients. At Connect, we announced a new direct ERP integration product that allows institutions to embed Q2 digital banking functionality directly into their customer's ERP systems, placing Q2 at the center of commercial reconciliation workloads. This product is designed to improve automation, enhance security, and reduce reconciliation errors while helping institutions compete for and retain large corporate customers. It's a natural evolution of our existing commercial offerings and has been very well received by early customers. And finally, Innovation Studio was central to the conversations at Connect as it continues to be a cornerstone of our platform and a driver of measurable impact for our customers. During the conference, our customers shared a range of outcomes they're delivering through Innovation Studio across some of their most pressing and strategic initiatives. For example, one customer reduced account takeover fraud by 50% year-over-year by implementing an authentication partner. Another customer is using a combination of several partners to grow deposits, citing a material increase in new deposits in just one month from a personalized CD campaign. Customers are using it to drive operational efficiencies, with one financial institution deflecting 65% or more of support traffic using AI-powered chat and messaging. Today, over 85% of our digital banking customers utilize Innovation Studio in some capacity, and we're continuing to see this adoption grow, both in volume and strategic importance. In an environment where efficiency, growth, and differentiation matter more than ever, Innovation Studio continues to help our customers do more with what they have and do it faster than ever before. As we look to the second half of the year, our pipeline remains solid and our outlook is positive. Even with our performance to date, we expect the majority of Enterprise and Tier 1 activity for the year to land in the back half of 2025. We remain confident with the financial framework we shared at the beginning of the year, and Jonathan will speak to our updated full-year guidance and increased outlook for 2025 in just a moment. With that, I'll turn it over to Jonathan to walk through our financials in more detail.

Thanks, Matt. Our second quarter results demonstrate continued strong execution across several key metrics. including revenue and adjusted EBITDA, both of which exceeded the high end of our previously issued guidance. These results underscore the continued progress with our profitable growth strategy, reinforced by another quarter of bookings execution and record-free cash flow generation. We can answer results in more detail and conclude with our guidance for the third quarter and full year 2025. Total revenue for the second quarter was $195.1 million, dollars an increase of 13 year-over-year and up three percent sequentially our revenue growth was primarily driven by subscription-based revenues which grew 16 year-over-year and three percent sequentially and ended the quarter at 81 percent of total revenue the year-over-year and sequential revenue growth was primarily driven by a combination of new customer go-lives and expansion with existing customers our services and other revenues increased one percent year-over-year reflecting a modest improvement compared to the prior quarters. Your growth is being driven by higher per day activity and other implementation related engagements. These increases helped offset ongoing declines in more discretionary professional service offerings, which remain under pressure. Looking ahead, we expect total services and other revenue to be roughly flat year over year for full year 2025. In the first half, services revenues were down approximately 3% year-over-year, a trend we expect to continue into 2026. The second half will benefit from an easier comp as we lap the impact from First Republic Bank, which will increase year-over-year services revenue growth in the next quarter. Total annualized recurring revenue, or total ARR, grew to $861 million, up 10% year-over-year from $783 million at the end of the second quarter of 2024. Driven by strength in our subscription ARR, which grew to $716 million, up 13% year-over-year from $634 million in both was fueled by subscription-based bookings from both new and existing customers, partially offset by declines in discretionary services-based revenue. Our subscription ARR growth was pressured by higher-than-typical churn concentrated within the second quarter. Even with that concentration, full-year churn expectations remain in line with our original assumptions, with lower churn levels anticipated in the back half of the year. Our ending backlog of approximately $2.4 billion increased by $61 million sequentially, or 3%, and $403 million year-over-year, representing 21% growth. The year-over-year and sequential increases were primarily driven by expansion with existing customers and was broad-based across market segments. We saw continued success in the Tier 2 and 3 segments, which represented a meaningful portion of our bookings performance for the quarter. As we had mentioned previously, the sequential change in backlog may fluctuate quarter to quarter based on the number of renewal opportunities available within that quarter. Gross margin was 57.5% for the second quarter, up from 55.7% in the prior year period, and slightly below the 57.9% we saw in the previous quarter. The year-over-year increase in gross margin was driven by an increasing mix of higher margin subscription-based revenues. The sequential decline in gross margin was driven by increased costs, including costs related to our cloud migration, which we continue to expect to be complete by early 2026. As the transition progresses through the rest of the year, we expect the gross margin to be roughly flat in 3Q, with sequential expansion in the fourth quarter. And we now expect full-year gross margin expansion of at least 200 basis points, up from our prior outlook of 150 basis. Expenses for the second quarter were $75 million, or 38.2% of revenue, compared to $74 million, or 42.7% of revenue in the prior year quarter, and $77 million, or 40.7% of revenue, in the first quarter. The year-over-year in sequential improvements in operating expenses as a percent of revenue was driven by increased scaling across all operating expense categories, with G&A and sales and marketing showing the biggest year-over-year improvements. As a percentage of revenue, G&A showed the largest sequential improvement in the quarter, benefiting from lower payroll taxes tied to annual vesting and bonus payouts concentrated in the first quarter, which positively impacted all expense categories. Total adjusted EBITDA was a record $45.8 million, up 53% from $29.9 million in the prior year period and up 12% from $40.7 million in the previous quarter. We ended the second quarter with cash, cash equivalents, and investments of $532 million, up from $486 million at the end of the previous quarter. In the second quarter, free cash flow was once again strong, benefiting from timing-related collection activity, including a material cash payment that is now expected to land in the third quarter. We generated $49 million in cash flow from operations, driven by improved profitability and continued effective working capital management, and delivered $42 million in free cash flow. As a result of the timing shift, we expect third quarter free cash flow to moderate relative to the second quarter. That said, we continue to expect second half free cash flow to slightly exceed the first half, with a more balanced distribution than in prior years. As usual, we anticipate the fourth quarter will be our strongest free cash flow quarter, consistent with typical seasonality. And based on our performance to date, we are raising our full year free cash flow conversion outlook from 85% to 90%. We are also lifting our full year free cash flow conversion expectations to 90% for 2026. Let me wrap up by sharing our third quarter and updated full year 2025 guidance in the range of 196 to 200 million dollars and we are raising our full year revenue to the range of 783 million dollars to 788 million dollars representing year-over-year growth of 12 to 13 percent for the full year. In addition, we anticipate full year 2025 subscription revenue growth of at least 16%, an increase from the 15.5% outlook we previously communicated. We forecast third quarter adjusted EBITDA of $44 million to $47 million and are raising our full year 2025 adjusted EBITDA guidance to $177 million to $181 million, representing 23% of revenue for the full year. In summary, we delivered a strong financial performance which exceeded the high end of our previously issued guidance. This performance, coupled with our outlook for the remainder of the year, has given us the confidence to raise our full year guidance on both revenue and adjusted EBITDA, and increase our full year outlook for subscription revenue growth and free cash flow conversion. We remain dedicated to delivering growth, profitability expansion, and improved capital efficiency, and believe that our results to date collectively illustrate our progress and potential as we continue to evolve the business and drive shareholder value. With that, I'll turn the call back over to Matt for his...

Thanks, Jonathan. Before we open it up for questions, I'll close with a few final thoughts. We delivered a solid first half of the year with strong financial results and key wins across the business. Connect, our client conference during the second quarter, underscored that our customers are more committed to digital transformation and investment than ever before. and they're entrusting Q2 to help drive the next wave of innovation across key areas like fraud, AI, commercial growth, and profitability and platform extensibility through Innovation Studio. As we look to the second half of 2025 and beyond, we remain focused on disciplined execution, capitalizing on the market demand, and expansion opportunities, delivering operational excellence and helping our customers address their most important strategic initiatives. thank you and with that i'll hand it over to the operator for questions to ask a question simply press star one on your telephone keypad and we'll pause for just a moment to compile the q and a roster your first question comes from the line of alex schuyler with raymond james please go ahead great thank you um matt or kirk uh in the prepared remarks kind of struck a more positive

tone on the demand environment we've seen bank earnings be a little bit stronger this quarter and the deregulatory agenda seems like it's progressing. Are you seeing any of that kind of show up in your own pipeline growth or new opportunities relative to the last couple quarters?

Yeah, Alex, thanks for the question. The pipeline's strong, and I think it's the fact that those things are coming through, I think they anticipated it. So I haven't seen a big lift, but I'm happy with where the pipeline is. hopefully it brings you know decisions quicker and then that gives them more confidence in the future so that usually drives more deals for us but I haven't seen a big lift in the pipeline but the pipeline's been healthy for quite a while so that's that's how I think about it okay and then maybe just in terms of the enterprise activity you referenced Matt you kind of called out stronger second half expectations what what are you seeing from that segment of the market exactly.

And just remind us, how incremental would enterprise activity this year be versus what you saw in 2024?

Well, as we talked about, those deals take a while to build them up in the pipeline. You work them. The decisions usually come slower. So, we had a strong finish to the year last year in the pipe, and the sales teams are out working those deals. So, what's happening, they're evolving. We're going through all the processes. You've got to go through. It's a significantly more exhaustive diligence process. And so we see the engagement. And so we feel good about the number of opportunities. And we talked about that at the beginning of the year. It's going to mix more to larger deals in the back out. And so now the team's got to go out and close them. And that's what we're focused on right now, but feel good about it. Incrementally, I don't.

Yeah, I would just, I would add, it's Jonathan. I'd say from a mix in 24, you saw a much heavier than I would say typical mix historically of tier two and three deals and as we look at 2025 Matt said at the beginning of the year and would reiterate here in the second half that it's a much more normal mix where you have more of the the tier one enterprise level deals and those within 25 were concentrated in the back half of the year if that makes sense all right perfect thank you both thanks your next question comes from the line of Adam Hodgkiss with Goldman Sachs Please go ahead.

Hey, guys, this is Grayson Skelbon for Adam Hoskins at Goldman. Thank you for taking the question. You talked a little bit about the risk and fraud opportunity and that being the number one cross-sold product within the base. I was wondering if you could sort of quantify the penetration there just on those specific products within the existing base.

I guess what I'd say there is we have, when it comes to the Centrix portfolio, and that's a product we've owned since 2015 when we did that acquisition, we have hundreds of standalone clients for that portfolio. And then we have a meaningful component of our digital banking customer base that also has Centrix products along with our other risk and fraud solutions that are native to the digital banking platform, as well as our innovation studio partners. So, you know, depending on how you slice it, you know penetration is is tough to quantify i think what we're saying is it is a pain point that is top of mind for all financial institutions right now and we're helping them solve that pain point through products that are native to the digital banking platform when it comes to real time fraud prevention products that are part of the centric portfolio that we've been uh distributing and developing for for many years since 2015 and now an innovation studio ecosystem of fraud partners that we're also selling into them and helping them address those challenges so So, you know, really strong penetration in terms of individual FIs having one or more of those, but lots of opportunity to continue to sell additional fraud products into all of our customers.

Got it. Thank you. And then I just wanted to quickly touch on the slightly higher than normal churn in the second quarter. Anything to call out there on what drove that as well as what's baked into your expectations for that sort of normalizing in the second half? Thank you.

Yeah, no, I would just say when we look at the shape of 25 and the churn that we expected, the concentration was higher in the second quarter than the back half of the year, which is what we mentioned in the prepared remarks. And then I would also say in a couple of instances, there was some M&A transactions where that was also known for a couple of quarters now where that manifested itself in the second quarter. So that was really just the pressure that was localized in the second quarter. But, again, when we think about full-year churn, when we think about second-half churn, it's where we expected it and feel good about churn being lower in the second half than the first half.

Great. Thank you, guys.

Thank you.

Your next question comes from the line of Parker Lane with Staple. Please go ahead.

Hey, guys. Thanks for taking the question here today. Speaking on the risk and fraud side of the business, I know there's a lot of products under the hood there. Are you finding that in a lot of the cases you're winning here, this is incremental solutions before, or is there a number of different vendors understood?

And then one for you, Jonathan, just a clarification on the decline was costs as we got further into the journey than planned. And so you had some higher costs in the second quarter. And so as we get into the back half, you see the reciprocal of that happen. And so we see some lighter costs, especially in the fourth quarter when it comes to some of the remaining cloud migration activity. And then to your other point, as we continue to see what is typically seasonally strong fourth quarter subs growth, you see the mix shift occur, and that also aids the back half margin dynamic. Got it.

Appreciate the feedback.

Your next question comes from the line of Matt Van Vliet with Cantor. Please go ahead.

Hey, good afternoon. Thanks for taking the question. I guess first on Innovation Studio, as you've now gotten that into a vast majority of your customers, has there been any evolution of the monetization strategy there? Should we expect that to be a more maybe meaningful contribution of revenue growth going forward? Or are you still thinking about that more as just a demand engine and, you know, kind of qualifying customers and getting more entrenched? to maybe just what are you thinking about that and any impact on the raised margin guidance going forward?

Yeah, a few things I would add from my perspective, the impact, we do think the impact will continue to grow in terms of the financials, both from a revenue perspective. And as you know, the model is such where that's very high margin dollars. So we feel really good about that. From an evolution standpoint, I would just say it's less around the model and the fact that trying to monetize it it's more around as adoption grows we're seeing revenue grow alongside it so we're seeing all the strategic halo effects of the impact it's having on our net new win rates the impact it's having it with existing customers and retention but as we're selling more and more and we're driving more adoption we're seeing more meaningful revenue so um yeah we we feel good about it it's it's a long journey to go when we say 85 plus adoption that means an fi is using it in one of the programs of at least one product. And so as you think about the journey to go from one product to multiple products, as you think about the journey from launching one of those products and then getting broad-based adoption within the institution, there's a long arc there where we have to grow and drive adoption alongside the FI.

Okay, very helpful. And then on the Helix side of the business, And with, I guess, a more open or at least more known approach to the digital assets and crypto overall from the current administration, are you seeing that as a potential opportunity to grow that business again? Or any of your current partners or customers looking to expand, whether it's unstable coins or other digital assets, any thinking of how that business might grow on a go forward basis? Great. Thank you for taking that question.

Your next question comes from Ella Smith with JPMorgan.

Good evening. Thank you for taking my question. So first, as you move up market and win additional tier one and enterprise digital banking customers, what core offerings or competencies of Q2s help secure these deals?

Yeah, thanks for the question, Ella. I think, you know, whether it's a precision lender or a relationship pricing tool, which we're firmly entrenched there and you can sell, and the data set we have around deposits and loans is really the differentiator for them when they're trying to price the relationships. On the digital banking side, the fact that we have best-in-class retail, small business, and corporate banking all on the same platform, that's where you're seeing the expansion. We had an opportunity. We had an expansion opportunity with about a $40 billion bank where they took the commercial live and then they signed for retail business with us in in the quarter so the fact that the platform it's a single platform so you get a better user experience one login id one password for a customer whether they're a small business owner and they can see their retail accounts and their business accounts or it's a corporate customer that can see their small business accounts or whatever the single platform drives a better user experience it's more efficient to operate you have one system one back office system to upgrade, to manage your customers, one set of interfaces to all of the different back office systems. And we can get you technology faster since it's a single platform. That coupled with all of the data we get from all the customers, a billion dollar bank.

That's very helpful. Thank you.

And for a quick follow-up, beyond retiring your 2025 and 2026 convertible debt, what are you seeing as the most attractive uses of capital? yeah thanks ella i mean you sort of traditional answer there in terms of where we're always exploring the m&a environment you know a lot of things have to line up we have a very different financial profile now so the criteria for m&a obviously value expectations and being disciplined on value but then when it comes to the criteria in terms of our growth expectations margin requirements are just tougher and the environment when i look at the corp dev pipeline you still don't see all of those things lining up where we see great assets that have the financial profile we're looking for at reasonable value. So in the long run, I think we're a very strategic acquirer and we can think about the right deals that make sense for this business. But a lot of those things have to line up and we're not going to be undisciplined when it comes to M&A execution. The other obvious things we'll always look at is where we can reinvest back into the businesses and as we think and talk more as we enter 2026 around the opportunity for more EBITDA margin expansion, there is that question of how much more incrementally do we want to invest back into the business versus dropping it to EBITDA and free cash flow in 26 and beyond to ensure that elongated growth rate. And so that's a big part of capital allocation. And then the last one would be opportunities around return of capital, which we haven't done historically, but we will always consider and be thoughtful around if that makes sense. So hopefully that gives you a bit of a picture.

Very helpful. Thanks so much.

Your next question comes from Lalline of Terry Tillman with Truist Securities. Please go ahead.

Yeah, thanks for taking my questions. Hi, Matt, Jonathan, Kirk, and Josh. I'm just curious, and this is more of a bigger picture question, when you're talking to customers and prospects, Is there any kind of tilting of the conversation from deposits gathering and retention of deposits versus lending and maybe more of a lending-friendly environment? The reason why I'm asking this is y'all have had really good tailwinds on the deposit side, so with your digital banking, retail, and commercial, just trying to understand what kind of ongoing tailwinds you see there with a focus on deposits. And then I had a follow-up for Jonathan.

Well, deposits are still fundamental to the bank and with rates where they are. and apparently today they're staying there it's real competition to get deposits so i i think that historically over the last 100 years that's the way it's been we had a little bit of a unique environment from 2012 to 2022 so this i don't think this is a trend that's going to go away and i think there's even more competition for deposits so i i think the deposit um the drive to retain and grow deposits and the most profitable ones are commercial as we've talked about is is still out there. On the lending side, haven't seen a big pickup there, but hopefully that will start to pick up back after this year, early 26.

Terry, I just added that. Right.

Each of those are positive.

That's helpful. Thanks, Matt and Kirk. And I guess just, Jonathan, for you in terms of, it looks like the subscription ARR, and I know that is kind of, that can move around a little bit, but you have a tough comp for 3Q, but hearing Matt talk about, you know, kind of the lining up have the strong pipeline for second half. Could you foresee subscription ARR picking up some from what we saw in the first half?

Yeah, I mean, it's a tricky one because you're right. We are starting to face more difficult comps versus the subs ARR growth metrics you saw essentially throughout all of 24 until the fourth quarter where the more difficult comp came into play against Q4 of 23. So sort of where we are now in terms of the baseline of ARR and subs ARR in particular, it feels like we're sort of at a at a level that's sustainable and durable um you're right there will be variability quarter to quarter depending on the bookings in totality as well as the mix you know we had a quarter here in the second quarter where you had a little bit of suppression due to localized churn that i already talked about but when you think about you know the last several quarters and as we look ahead it seems like sequentially these quarters are typically shaking out in the two to four percent sequential growth a quarter and you know in the absence of a mega quarter like q4 of 23 but it feels like this this range of call call it 12 to 14 percent subs there our growth is is is where we feel comfortable and where we feel there's sustainability and durability at that level okay thank you thanks derrick our next question comes from the line of Dan Perlin with RBC.

Please go ahead.

Thanks. So Matt, I wanted to come back to your comment around notable M&A kind of in the quarter. And I guess the question there, clearly the narrative is that there's a lot of that going on. You know, I feel like last quarter, I think you called out like you were involved with 21 transactions. I think you went out in, you know, 20 of those. So is it is it picking up relative to what we've seen and then just maybe again as a reminder uh at least for us just you know why you feel so confident that you typically are beneficiaries in that in that type of transaction yeah dan the m&a environment is it's still the actual transactions are so i think there's been 150 in the first half of the year um and so but but the amount of conversations we're having with banks about M&A.

There's a lot of talk about it happening. I think sellers and buyers have to get aligned and the more transactions that happens, the more it'll establish the valuation of these banks. But my confidence comes from, I think, year to date, we have 52 M&A events within Q2 customers and 49 of those. Q2 was the acquirer of the surviving into the moe so 94 um historically we've been 90 to 95 percent uh the successor in those and that's really the nature of our clients are they're buying a new digital banking system they're paying more than they were they're committed to the digital channel and they believe it's how they're going to grow their bank in the future as opposed to some that are trying to sell the bank and we typically don't sign those types of customers. So my confidence comes from the historical numbers. It doesn't mean that's just going to happen moving forward, but we certainly hope it does. But I do think you'll see M&A pick up in the back half later in this year. And then in 26, I think you're going to see the numbers are not accelerating any more than they were last year.

Okay. That's great. That's great color. I also wanted to circle back on the risk and fraud solutions i know there's a few questions on this already but the commentary around like a lot of new point vendors you know expanding broadly i guess the question is it's pretty clear like it sounds like the clients are gravitating towards your solutions but as you have so many of these incremental new vendors point solutions kind of coming in the market are they are they creating like moments of pause because it has like this decision tree that your clients have to kind of go through just in vetting what they're offering relative to you? Or do you feel like because there's so much of that noise that's being created by them that it actually is benefiting kind of your holistic product today?

Yeah, Dale, to be clear, a lot of those vendors are coming to us to sell to the banks, and they're doing it through Innovation Studio because we have the integration to the customer for their core, their payment systems, and then we have where the transaction takes place in our system. So authenticating the customer, ensuring that they're paying who they intend to pay, that somebody else isn't paying them. They want to work with us, and we have so many commercial customers, which is what people are concerned about, the retail problem. That's usually not the same scale as the commercial customers. So a lot of these vendors are partnering with us. We are packaging them in our solution through Innovation Studio to offer a comprehensive fraud solution. Now, we have our own products, but some of these other vendors are nice add-ons to us, and we partner, we put them in, and we cross-sell them, and they're upsells for us.

Got it. Thank you for that point of clarification. I kind of thought you were thinking there was other kind of competitive dynamics out there. So that's great. Thanks, Dan.

Thanks, Dan. Appreciate it.

And our final question comes from the line of Chris Kennedy with William Blair. Please go ahead.

Yeah, good afternoon. Thanks for taking the question. Can you just give us an update on your cross-selling initiatives? I think that's one of the bigger opportunities that you've had, and you've had a lot of renewals recently, just how the cross-selling is going.

Yeah, we've had, obviously, a solid year. One of the things that always drives more cross-sell is our client event, and it was in late May this year. And so, typically, they leave the event, they've got the, you know, the inventory list of all the products we have, they're excited about it. And so I think you're going to see a strong back half of the year in not just the risk products, Innovation Studio, and it could be a commercial banking cross-sell, but there's a lot of energy behind it. The team has done an amazing job on the renewal side and renewing at a greater value, and they're focused on that in the back half of the year. So we should have a strong back half of the year on renewals as well.

Great. Thank you for that. And then just as you think about the data center migration to the public cloud, can you just talk about the longer-term benefits of that? Thanks for taking the questions.

Yeah. From a financial standpoint, I think there are many benefits. I think the most near-term one, we can get to long-term in a minute because I think there's some strategic ones we can talk about. But when I think about it from a financial standpoint, the near-term benefit comes through as we enter 2026 the exiting of the data center just has a very quantifiable cost uh component that that goes away for us that we've historically had so um yeah and sort of if you will the end of the the double bubble or right near the end and so there's a clear benefit there and you see that in the 26 gross margin expansion that we've talked about uh beyond that as we think about the next leg of being in the cloud there's a whole opportunity around DevOps and how do we think about optimizing for elasticity and once we've been in the cloud for some period of time understanding how to manage the cost structure more efficiently is a common exercise that we're already starting to think about how do we take that next leg up I don't know if Kirk you'd add anything from like a strategic perspective when you think about yeah I did I would just add that it's thanks for taking the question and we had one final question Michael Infante with Morgan

Stanley hey guys thanks for squeezing me in Jonathan I couldn't let the obligatory question on 26 pass us by so two-part question there was it was the net new subscription ARR that you added on a sequentra basis in line with your expectation sort of when you strip out that atypical M&A related turn you mentioned and two how is the deal composition and just the mix between you know larger and smaller deals that you saw in the first half and expect in the back half factoring in there yeah so yes if you if you were to back out the sort of concentrated churn and even if you look at sort of 2q trends from last year you start directionally the sequential subs they are at uh

is is where we would have expected and certainly would have been um in a good place relative to expectations absent that concentration of turn so feel good there and then from a from a deal composition and mixed standpoint, it was very much in line with what we said at the beginning of the year. And then what we're reiterating now where, well, we did have the six tier ones that we talked about. The volume of tier two and three deals was really high. And the bigger tier one opportunity set is more in the back half. And so while we had the tier one deals, the biggest opportunities fall in the back half. And so that sort of explains a little bit of the mixed shift that we saw in the first half. And again, right in line with expectations.

Helpful. Matt, maybe just a higher level one for you. Obviously, it has been a lot of commentary coming out of certain banks that, you know, have the intention to begin to charge third-party aggregators for API access to customer account data. Is there anything we should be aware of in terms of the percentage of your subscription business that relies, at least in some form or fashion, on data aggregators? And if that proposed pricing structure or the concept of it becomes pervasive across the banking landscape, how do you think about the impact both on your customers, on your margins, as well as some opportunities you have on the margin side with the ERP integration initiative that you have underway? very small to quantify i think as we think about it with the partners we work with when it comes to the universe of aggregators and then we think about what the potential economic implications

are we're working through it with them i agree with matt i don't think from a materiality standpoint we're we're worried about it i think it's something we're watching and monitoring and i think as our partners begin to engage with us on it i think they still think this is very early in terms of how this is going to play out and what it will mean for their business in terms of passing that cost along to the end user versus who would who would eat the incremental um fees that are that are being proposed so um nothing there that we're worried about but we're watching it and again i wouldn't say it's an issue from a materiality standpoint thank you guys thanks much and with that thank you for joining us today this does conclude today's conference call you

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