Constellation Software Inc. Announces Results for the Third Quarter Ended September 30, 2025 and Declares Quarterly Dividend

TORONTO, Nov. 07, 2025 (GLOBE NEWSWIRE) — Constellation Software Inc. (TSX:CSU) (“Constellation” or the “Company”) today announced its financial results for the third quarter ended September 30, 2025 and declared a $1.00 per share dividend payable on January 12, 2026 to all common shareholders of record at close of business on December 19, 2025. This dividend has been designated as an eligible dividend for the purposes of the Income Tax Act (Canada). Please note that all dollar amounts referred to in this press release are in U.S. Dollars unless otherwise stated.

The following press release should be read in conjunction with the Company’s Unaudited Condensed Consolidated Interim Financial Statements for the three and nine months ended September 30, 2025 and the accompanying notes, our Management Discussion and Analysis for the three and nine months ended September 30, 2025 and with our annual Consolidated Financial Statements, prepared in accordance with International Financial Reporting Standards (“IFRS”) and our annual Management’s Discussion and Analysis for the year ended December 31, 2024, which can be found on SEDAR+ at www.sedarplus.com and on the Company’s website www.csisoftware.com. Additional information about the Company is also available on SEDAR+ at www.sedarplus.com.

Q3 2025 and Subsequent Headlines:

Revenue grew 16% (5% organic growth, 3% after adjusting for changes in foreign exchange rates) to $2,948 million compared to $2,541 million in Q3 2024.
Net income attributable to common shareholders increased 28% to $210 million ($9.89 on a diluted per share basis) from $164 million ($7.74 on a diluted per share basis) in Q3 2024.
A number of acquisitions were completed for aggregate cash consideration of $281 million (which includes acquired cash). Deferred payments associated with these acquisitions have an estimated value of $134 million resulting in total consideration of $415 million.
Cash flows from operations (“CFO”) were $685 million, an increase of 33%, or $168 million, compared to $517 million for the comparable period in 2024.
Free cash flow available to shareholders¹ (“FCFA2S”) was $529 million, an increase of 46%, or $167 million, compared to $362 million for the comparable period in 2024.

Total revenue for the quarter ended September 30, 2025 was $2,948 million, an increase of 16%, or $407 million, compared to $2,541 million for the comparable period in 2024. For the first nine months of 2025 total revenues were $8,446 million, an increase of 15%, or $1,083 million, compared to $7,363 million for the comparable period in 2024. The increase for both the three and nine month periods compared to the same periods in the prior year is primarily attributable to growth from acquisitions as the Company experienced organic growth of 5% and 3% respectively, 3% and 3% respectively for both periods after adjusting for the impact of changes in the valuation of the US dollar against most major currencies in which the Company transacts business. Organic growth is not a standardized financial measure and might not be comparable to measures disclosed by other issuers.

Net income attributable to common shareholders of CSI for the quarter ended September 30, 2025 was $210 million compared to $164 million for the same period in 2024. On a per share basis this translated into a net income per diluted share of $9.89 in the quarter ended September 30, 2025 compared to net income per diluted share of $7.74 for the same period in 2024. For the nine months ended September 30, 2025, net income attributable to common shareholders of CSI was $402 million or $18.96 per diluted share compared to $446 million or $21.04 per diluted share for the same period in 2024.

For the quarter ended September 30, 2025, CFO increased $168 million to $685 million compared to $517 million for the same period in 2024 representing an increase of 33%. For the first nine months of 2025, CFO increased $426 million to $1,944 million compared to $1,518 million during the same period in 2024, representing an increase of 28%.

For the quarter ended September 30, 2025, FCFA2S increased $167 million to $529 million compared to $362 million for the same period in 2024 representing an increase of 46%. For the nine months ended September 30, 2025, FCFA2S increased $269 million to $1,259 million compared to $990 million for the same period in 2024 representing an increase of 27%.

Forward Looking Statements

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

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

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

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

		Three months ended September 30,					Nine months ended September 30,
		2025		2024			2025		2024
	($ in millions)					($ in millions)

Net cash flows from operating activities		685		517			1,944		1,518
Adjusted for:
Interest paid on lease obligations		(4	)	(4	)		(12	)	(10	)
Interest paid on debt		(59	)	(63	)		(153	)	(141	)
Debt transaction costs		(4	)	(1	)		(8	)	(13	)
Payments of lease obligations		(34	)	(31	)		(97	)	(89	)
IRGA / TSS membership liability revaluation charge		(16	)	(33	)		(236	)	(122	)
Property and equipment purchased		(16	)	(19	)		(47	)	(42	)
Interest and dividends received		13		10			44		25

		565		376			1,435		1,125
Less amount attributable to
Non-controlling interests		(36	)	(14	)		(176	)	(135	)

Free cash flow available to shareholders		529		362			1,259		990

Due to rounding, certain totals may not foot.

About Constellation Software Inc.

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

For further information:

Jamal Baksh
Chief Financial Officer
(416) 861-9677
[email protected]
www.csisoftware.com

SOURCE: CONSTELLATION SOFTWARE INC.

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

Unaudited
		September 30, 2025		December 31, 2024			September 30, 2024

Assets

Current assets:
	Cash	$	2,770	$	1,980		$	2,069
	Restricted cash		299		18			17
	Accounts receivable		1,286		1,290			1,149
	Unbilled revenue		498		369			426
	Inventories		74		56			66
	Derivatives		119		–			–
	Other assets		739		577			624
			5,786		4,290			4,351

Non-current assets:
	Property and equipment		231		222			224
	Right of use assets		388		329			331
	Deferred income taxes		288		219			206
	Investments accounted for using the equity method		258		14			9
	Other assets		330		314			322
	Intangible assets		8,045		7,459			7,128
			9,540		8,559			8,220

Total assets		$	15,326	$	12,849		$	12,571

Liabilities and Shareholders’ Equity

Current liabilities:
	Debt with recourse to Constellation Software Inc.	$	565	$	303		$	294
	Debt without recourse to Constellation Software Inc.		578		319			414
	Accounts payable and accrued liabilities		1,714		1,591			1,422
	Dividends payable		21		21			21
	Deferred revenue		2,304		1,965			2,020
	Provisions		13		22			10
	Acquisition holdback payables		223		215			276
	Lease obligations		136		115			115
	Income taxes payable		142		110			116
			5,695		4,661			4,690

Non-current liabilities:
	Debt with recourse to Constellation Software Inc.		1,948		1,855			1,881
	Debt without recourse to Constellation Software Inc.		1,924		1,689			1,560
	Deferred income taxes		785		671			641
	Acquisition holdback payables		193		131			121
	Lease obligations		291		252			256
	Other liabilities		386		300			285
			5,527		4,899			4,745

Total liabilities			11,222		9,561			9,435


Shareholders’ equity:
	Capital stock		99		99			99
	Accumulated other comprehensive income (loss)		112		(224	)		(98	)
	Retained earnings		3,258		2,919			2,657
	Non-controlling interests		634		493			478
			4,103		3,288			3,136



Total liabilities and shareholders’ equity		$	15,326	$	12,849		$	12,571

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


Unaudited
		Three months ended September 30,						Nine months ended September 30,
			2025			2024			2025			2024


Revenue
License		$	107		$	84		$	290		$	259
Professional services			538			487			1,558			1,451
Hardware and other			89			78			244			204
Maintenance and other recurring			2,213			1,893			6,354			5,449
			2,948			2,541			8,446			7,363

Expenses
Staff			1,487			1,336			4,356			3,956
Hardware			51			43			134			114
Third party license, maintenance and professional services			285			243			807			701
Occupancy			17			18			51			48
Travel, telecommunications, supplies, software and equipment			149			120			424			365
Professional fees			55			43			157			126
Other, net			45			34			154			134
Depreciation			52			46			148			135
Amortization of intangible assets			307			271			865			771
			2,448			2,152			7,095			6,349


Foreign exchange loss (gain)			(17	)		30			132			16
IRGA/TSS Membership liability revaluation charge			16			33			236			122
Finance and other expense (income)			(83	)		(18	)		(191	)		(50	)
Bargain purchase gain			(1	)		1			(6	)		(4	)
Impairment of intangible and other non-financial assets			12			2			23			17
Redeemable preferred securities expense (income)			–			–			–			58
Revaluation of investment accounted for using the equity method to cost			260			–			260			–
Finance costs			74			72			216			207
			261			119			670			366

Income (loss) before income taxes			239			270			681			648

Current income tax expense (recovery)			153			126			445			396
Deferred income tax expense (recovery)			(76	)		(43	)		(185	)		(196	)
Income tax expense (recovery)			77			83			261			200

Net income (loss)			162			187			420			448

Net income (loss) attributable to:
Common shareholders of Constellation Software Inc.			210			164			402			446
Non-controlling interests			(48	)		23			18			2
Net income (loss)			162			187			420			448

Earnings per common share of Constellation Software Inc.
	Basic and diluted	$	9.89		$	7.74		$	18.96		$	21.04

CONSTELLATION SOFTWARE INC.
Condensed Consolidated Interim Statements of Comprehensive Income (loss)
(In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.)


Unaudited
	Three months ended September 30,					Nine months ended September 30,
		2025			2024		2025		2024

Net income (loss)	$	162		$	187	$	420	$	448

Items that are or may be reclassified subsequently to net income (loss):

Foreign currency translation differences from foreign operations and other, net of tax		(14	)		71		250		8

Items that will not be reclassified to net income (loss):

Changes in the fair value of equity investments at FVOCI		(5	)		–		209		–

Other comprehensive income (loss), net of income tax		(19	)		71		459		8

Total comprehensive income (loss)	$	142		$	258	$	879	$	456

Total other comprehensive income (loss) attributable to:
Common shareholders of Constellation Software Inc.		(17	)		60		336		7
Non-controlling interests		(3	)		11		123		2
Total other comprehensive income (loss)	$	(19	)	$	71	$	459	$	8

Total comprehensive income (loss) attributable to:
Common shareholders of Constellation Software Inc.		193			224		738		453
Non-controlling interests		(51	)		34		141		3
Total comprehensive income (loss)	$	142		$	258	$	879	$	456

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

Unaudited
Nine months ended September 30, 2025
		Equity Attributable to Common Shareholders of CSI
		Capital stock		Accumulated other comprehensive income (loss)			Retained earnings			Total			Non-controlling interests			Total equity

Balance at January 1, 2025		$	99	$	(224	)	$	2,919		$	2,795		$	493		$	3,288

Total comprehensive income (loss):

Net income (loss)			–		–			402			402			18			420

Other comprehensive income (loss)

Foreign currency translation differences from
	foreign operations and other, net of tax and
	changes in the fair value of equity investments at FVOCI		–		336			–			336			123			459


Total other comprehensive income (loss)			–		336			–			336			123			459

Total comprehensive income (loss)			–		336			402			738			141			879

Transactions with owners, recorded directly in equity

Other movements in non-controlling interests			–		0			0			0			(1	)		(0	)

Dividends paid to non-controlling interests			–		–			–			–			(0	)		(0	)

Dividends to shareholders of the Company			–		–			(64	)		(64	)		–			(64	)

Balance at September 30, 2025		$	99	$	112		$	3,258		$	3,469		$	634		$	4,103

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

Unaudited
Nine months ended September 30, 2024

		Equity Attributable to Common Shareholders of CSI
		Capital stock		Accumulated other comprehensive income (loss)			Retained earnings			Total			Non-controlling interests			Total equity

Balance at January 1, 2024		$	99	$	(99	)	$	1,876		$	1,877		$	85		$	1,961

Total comprehensive income (loss):

Net income (loss)			–		–			446			446			2			448

Other comprehensive income (loss)

Foreign currency translation differences from
	foreign operations and other, net of tax		–		7			–			7			2			8

Total other comprehensive income (loss)			–		7			–			7			2			8

Total comprehensive income (loss)			–		7			446			453			3			456

Transactions with owners, recorded directly in equity

Non-controlling interests arising from business combinations			–		–			–			–			(0	)		(0	)

Conversion of Lumine Special Shares to subordinate voting shares of Lumine and settlement of accrued dividend on Lumine Special Shares through the issuance of subordinate voting shares of Lumine			–		–			–			–			872			872

Conversion of Lumine Preferred Shares to subordinate voting shares of Lumine and settlement of accrued dividend on Lumine Preferred Shares through the issuance of subordinate voting shares of Lumine			–		(6	)		400			394			(394	)		–

Other movements in non-controlling interests			–		–			(1	)		(1	)		(3	)		(4	)

Dividends paid to non-controlling interests			–		–			–			–			(86	)		(86	)

Dividends to shareholders of the Company					–			(64	)		(64	)		–			(64	)

Balance at September 30, 2024		$	99	$	(98	)	$	2,657		$	2,658		$	478		$	3,136

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


Unaudited
			Three months ended September 30,						Nine months ended September 30,
				2025			2024			2025			2024

Cash flows from (used in) operating activities:
	Net income (loss)			162		$	187		$	420		$	448
	Adjustments for:
		Depreciation		52			46			148			135
		Amortization of intangible assets		307			271			865			771
		IRGA/TSS Membership liability revaluation charge		16			33			236			122
		Finance and other expense (income)		(83	)		(18	)		(191	)		(50	)
		Bargain purchase (gain)		(1	)		1			(6	)		(4	)
		Impairment of intangible and other non-financial assets		12			2			23			17
		Redeemable preferred securities expense (income)		–			–			–			58
		Revaluation of investment accounted for using the equity method to cost		260			–			260			–
		Finance costs		74			72			216			207
		Income tax expense (recovery)		77			83			261			200
		Foreign exchange loss (gain)		(17	)		30			132			16
		Depreciation of third party costs		5			–			14			–
	Change in non-cash operating assets and liabilities
		exclusive of effects of business combinations		(47	)		(72	)		(2	)		(38	)
	Transaction costs associated with equity securities classified as FVOCI			–			–			(2	)		–
	Income taxes paid			(131	)		(118	)		(430	)		(363	)
	Net cash flows from (used in) operating activities			685			517			1,944			1,518

Cash flows from (used in) financing activities:
	Interest paid on lease obligations			(4	)		(4	)		(12	)		(10	)
	Interest paid on debt			(59	)		(63	)		(153	)		(141	)
	Increase (decrease) in CSI facility			–			–			–			(578	)
	Increase (decrease) in Topicus revolving credit debt facility without recourse to CSI			301			55			197			147
	Proceeds from issuance of Senior Notes			–			–			–			1,000
	Proceeds from issuance of debt facilities without recourse to CSI			77			37			445			313
	Repayments of debt facilities without recourse to CSI			(108	)		(81	)		(207	)		(113	)
	Other financing activities			(1	)		(4	)		(1	)		(31	)
	Dividends paid to non-controlling interests			–			–			(0	)		(86	)
	Debt transaction costs			(4	)		(1	)		(8	)		(13	)
	Payments of lease obligations, net of sublease receipts			(34	)		(31	)		(97	)		(89	)
	Distribution to the Joday Group			–			–			–			(64	)
	Principal repayments to the Joday Group pursuant to the Call Notice			–			–			–			(22	)
	Dividends paid to common shareholders of the Company			(21	)		(21	)		(64	)		(64	)
	Net cash flows from (used in) in financing activities			147			(113	)		100			250

Cash flows from (used in) investing activities:
	Acquisition of businesses			(281	)		(196	)		(755	)		(871	)
	Cash obtained with acquired businesses			44			23			100			89
	Post-acquisition settlement payments, net of receipts			(70	)		(53	)		(200	)		(183	)
	Purchases of investments and other assets			(36	)		(4	)		(225	)		(5	)
	Proceeds from sales of other investments and other assets			0			2			16			7
	Decrease (increase) in restricted cash			(289	)		(4	)		(284	)		(13	)
	Interest, dividends and other proceeds received			13			12			44			25
	Property and equipment purchased			(16	)		(19	)		(47	)		(42	)
	Net cash flows from (used in) investing activities			(634	)		(240	)		(1,351	)		(993	)

Effect of foreign currency on
	cash			(3	)		33			97			11

Increase (decrease) in cash				195			195			790			785

Cash, beginning of period			$	2,575		$	1,873		$	1,980		$	1,284

Cash, end of period			$	2,770		$	2,069		$	2,770		$	2,069