UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~November~~February 252, ~~2025~~ 2026

EVERTEC, Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


Puerto Rico		66-0783622
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)

Cupey Center Building,	Road 176, Kilometer 1.3,
San Juan,	Puerto Rico	00926
(Address of principal executive offices)		(Zip Code)

(787) 759-9999

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

COMMISSION FILE NUMBER 001-35872

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	EVTC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in ~~as defined in~~ Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

~~Amendment~~Share toPurchase ~~Credit~~ Agreement

On ~~November 25~~February 2, ~~2025~~2026, Evertec, ~~Inc~~Brasil Informática S.A (“Evertec BR” or ~~the~~ “~~Company~~Buyer”), ~~Evertec~~ ~~Group, LLC (“Borrower”),~~ a wholly-owned indirect subsidiary of ~~Evertec~~EVERTEC, ~~and~~Inc. ~~other Loan Parties~~ (as“Evertec” ~~defined~~or in the ~~Existing Credit Agreement (as defined below~~“Company”)~~) party thereto~~, entered into a ~~fifth~~Share ~~amendment~~Purchase Agreement (the “~~Fifth Amendment~~SPA”), todated ~~that~~as ~~Credit~~of ~~Agreement~~February 2, ~~dated~~2026, asby ofand ~~December~~among 1Evertec BR, ~~2022~~Dimensa ~~(as~~S.A., ~~amended~~a bycorporation ~~that~~duly ~~First~~constituted ~~Amendment~~and toexisting ~~Credit~~in ~~Agreement,~~accordance ~~dated~~with asthe Laws of ~~October~~the 30Federative Republic of Brazil (“Dimensa”), ~~2023~~TOTVS S.A., asa ~~amended~~corporation byduly ~~that~~constituted ~~Second~~and ~~Amendment~~existing toin ~~Credit~~accordance ~~Agreement,~~with ~~dated~~the asLaws of ~~May~~the 16Federative Republic of Brazil (the “Seller”), ~~2024~~and Evertec Group, asLLC, ~~amended~~a bylimited ~~that~~liability ~~Third~~company ~~Amendment~~duly toformed ~~Credit~~and ~~Agreement,~~existing ~~dated~~in asaccordance ofwith ~~November~~the ~~26,~~Laws ~~2024,~~of asthe ~~amended~~Commonwealth byof ~~that~~Puerto ~~Fourth~~Rico ~~Amendment~~(“Guarantor”). Pursuant to ~~Credit~~the ~~Agreement~~terms of, ~~dated~~and assubject ofto ~~August~~the ~~12,~~conditions ~~2025~~specified in, the ~~“Existing~~SPA, ~~Credit~~Evertec ~~Agreement”~~BR ~~and,~~will aspurchase ~~amended~~all byoutstanding ~~the~~common ~~Fifth~~shares ~~Amendment,~~of Dimensa from the ~~“Amended~~Seller ~~Credit~~for ~~Agreement”),~~an ~~with~~aggregate apurchase ~~syndicate~~price of ~~lenders~~approximately ~~and~~R$950 ~~Truist~~million ~~Bank~~ (the “~~Truist~~Transaction”), asrepresenting ~~administrative~~approximately ~~agent~~USD ~~and~~$181 ~~collateral~~million ~~agent.~~at ~~Capitalized~~current ~~terms~~exchange ~~used~~rates, insubject ~~this~~to ~~Item~~customary 1adjustments.01 ~~and~~The ~~not~~Transaction ~~otherwise~~is ~~defined~~expected ~~herein~~to ~~shall~~be ~~have~~funded with the ~~meanings~~Company’s ~~ascribed~~existing toliquidity. ~~such~~Following ~~terms~~the inconsummation of the ~~Amended~~Transaction, ~~Credit~~Evertec ~~Agreement~~BR will hold a 100% ownership stake in Dimensa on a fully diluted basis.

~~Under~~The Transaction is expected to close in the ~~Amended~~second ~~Credit~~quarter ~~Agreement~~of 2026, asubject ~~syndicate~~to the satisfaction or waiver of ~~financial~~customary ~~institutions~~closing ~~and~~conditions, including, among other ~~lenders~~things: ~~provided~~(i) ~~additional~~the ~~term~~Seller’s ~~loan~~purchase Bof ~~commitments~~any outstanding common shares of Dimensa currently owned by B3 – Brasil, Bolsa, Balcão S.A., (ii) the distribution of Dimensa’s excess cash to Seller in accordance with the ~~amount~~terms of ~~$150~~the ~~million~~SPA, (iii) the ~~“New~~absence ~~TLB~~of ~~Facility~~any order or legal requirement preventing, restricting, suspending, prohibiting, or making illegal the consummation of the Transaction, or any claims seeking or requesting any such order or legal requirement, (iv) the final approval of the Transaction by the Brazilian antitrust authority (Conselho Administrativo de Defesa Econômica) (“CADE”).; ~~The~~(v) ~~proceeds~~the ~~from~~accuracy of the ~~New~~representations ~~TLB~~and ~~Facility~~warranties ~~have~~of ~~been~~each ~~used~~party; to(vi) ~~repay~~the ~~indebtedness~~fulfillment ~~outstanding~~of each party’s obligations and commitments under the ~~revolving~~SPA; ~~facility~~and of(vii) the ~~Existing~~absence ~~Credit~~of ~~Agreement~~a Material Adverse Effect (as defined in the SPA).

~~Pursuant~~Evertec toBR and the ~~Amended~~Seller ~~Credit~~have ~~Agreement,~~made ~~borrowings~~customary ~~under~~representations and warranties in the ~~New~~SPA. ~~TLB~~The ~~Facility~~SPA ~~bear~~also ~~interest~~contains atcustomary acovenants ~~rate~~and ~~per~~agreements, ~~annum~~including ~~equal~~covenants and agreements relating to, at(i) the ~~Company~~conduct of Dimensa’s ~~option,~~business ~~either~~between ~~(a)~~the andate ~~alternate~~of ~~base~~the ~~rate~~signing orof the SPA and the consummation of the Transaction (bsuch date, the “Closing Date”), aincluding ~~rate~~conducting ~~based~~operations onand maintaining the ~~forward-looking~~business ~~SOFR~~organization ~~term~~in ~~rate~~the ~~administered~~ordinary bycourse ~~CME~~of ~~Group~~business ~~Benchmark~~and ~~Administration~~in ~~Limited~~accordance ~~(or~~with ~~any~~applicable ~~successor~~law, ~~administrator~~keeping ~~satisfactory~~the toservices ~~the~~of ~~Administrative~~its ~~Agent)~~officers ~~plus,~~and employees available in ~~each~~the ~~case~~ordinary course of business, anmaintaining ~~applicable~~business ~~margin. The~~relationships ~~applicable~~and ~~margin~~continuing ~~for~~to pay and discharge debts, (ii) the ~~New~~parties’ ~~TLB~~mutual ~~Facility~~cooperation ~~will~~to cause the Transaction to be ~~2.25%~~completed, including actions to obtain the required approval of CADE for ~~SOFR~~the ~~loans~~Transaction, and 1(iii) confidentiality, non-solicitation and non-competition provisions.~~25%~~ The ~~for~~SPA ~~base~~also ~~rate~~contains ~~loans,~~customary ~~which~~indemnification isprovisions ~~the~~by ~~same~~both asEvertec ~~set~~BR ~~forth~~and inthe Seller with respect to the ~~Existing~~performance ~~Credit~~of ~~Agreement~~specified ~~for~~pre-closing ~~Term~~and Bpost-closing ~~Loans~~covenants.

~~The~~In ~~foregoing~~addition, ~~description of~~ the ~~Amendment~~SPA ~~and~~provides ~~Amended~~that, ~~Credit~~on ~~Agreement~~the ~~does~~Closing ~~not~~Date, ~~purport~~the toparties bewill ~~complete~~enter ~~and~~into isa ~~qualified~~transitional inservices ~~its~~agreement ~~entirety~~governing ~~by reference to~~ the ~~full~~relationship ~~text~~ of ~~the~~Evertec ~~Fifth~~BR, ~~Amendment~~Dimensa ~~(including~~and the ~~Amended~~Seller ~~Credit~~for ~~Agreement,~~ a ~~copy~~period of ~~which~~six ismonths ~~attached~~following ~~thereto~~the asconsummation ~~Exhibit A), a copy~~ of ~~which~~the isTransaction, ~~filed~~subject asto ~~Exhibit~~extension ~~10.1~~pursuant to ~~this~~the ~~Current~~terms ~~Report on Form 8-K~~ and isconditions ~~incorporated herein by reference~~therein.

The SPA contains certain customary termination rights for Evertec BR, Dimensa and the Seller, including, by mutual agreement of the parties or by either Seller or Buyer if the Transaction is not consummated on or prior to 180 days from the date of entering into the SPA, subject to extension by mutual agreement of the parties.

The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the text of the SPA, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The representations, warranties and covenants of the parties contained in the SPA are made solely for the benefit of the parties thereto. In addition, such representations, warranties and covenants are (i) made only for purposes of the SPA, (ii) qualified by confidential disclosures made by the parties to each other in connection with the SPA, (iii) subject to materiality qualifications contained in the SPA which may differ from what may be viewed as material by investors, (iv) made as of the date of the SPA or such other date as is specified in the SPA, continuing until the Closing Date or, in certain specific cases, subject to update at the Closing Date and (v) included in the SPA for the purpose of allocating risk between the contracting parties rather than establishing matters as facts. Accordingly, the SPA is included with this filing only to provide investors with information regarding the terms of the SPA, and not to provide investors with any other factual information regarding the parties or their respective businesses. Investors should not rely on the representations, warranties or covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of the parties or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the SPA, which subsequent information may or may not be fully reflected in the parties’ public disclosures. The SPA should not be read alone but should instead be read in conjunction with the other information regarding the parties, the Transaction and other documents that Evertec will file with the U.S. Securities and Exchange Commission (the “SEC”).


Item 7.01			Regulation FD Disclosure.

On February 2, 2026, Evertec issued a press release announcing the Transaction, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Note: The information contained in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K constitute “forward-looking statements” within the meaning of, and subject to the protection of, the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements contained in this Current Report on Form 8-K other than statements of historical facts, including, without limitation, statements regarding the Transaction, the anticipated benefits thereof, the timing of the Transaction closing and the parties’ entrance into the SPA, are forward-looking statements. Words such as “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” and “plans” and similar expressions of future or conditional verbs such as “will,” “should,” “would,” “may,” and “could” are generally forward-looking in nature and not historical facts. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements as a result of various factors.

Various factors that could cause actual future results and other future events to differ materially from those estimated by management include, but are not limited to: failure to satisfy one or more conditions to closing of the Transaction; the inability to achieve the expected benefits of the Transaction; the loss of personnel or customers in connection with the Transaction; any delays in obtaining regulatory approvals; and the important factors set forth under "Part 1, Item 1A. Risk Factors," in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 3, 2025, as any such factors may be updated from time to time in the Company’s filings with the SEC. The Company undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless it is required to do so by law.


Item 9.01			Financial Statements and Exhibits.

Number			Exhibit
10.1#			Fifth Amendment to Credit Agreement, dated as of November 25, 2025, among EVERTEC, Inc., EVERTEC Group, LLC, the lenders party thereto from time to time, and Truist Bank, as administrative agent, collateral agent, swingline lender and an L/C issuer
2.1#^			Share Purchase Agreement, dated as of February 2, 2026
104			Cover Page Interactive Data File (formatted as Inline XBRL)
99.1*			Press Release titled “Evertec to Acquire Dimensa for R$950 Million”, dated February 2, 2026
104			Cover Page Interactive Data File (formatted as Inline XBRL)

#~~Certain~~ ~~exhibits~~Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the ~~SEC~~Securities and Exchange Commission upon request.

^ Pursuant to Item 601(b)(10), information in this exhibit identified by brackets is confidential and has been excluded because it (i) is not material and (ii) is the type of information that the registrant treats as private or confidential.

*Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	EVERTEC, Inc.
	(Registrant)

Date: February 2, 2026	By:	/s/ Karla Cruz Jusino
		Karla Cruz Jusino
		Chief Financial Officer

	EVERTEC, Inc.
	(Registrant)
Date: December 1, 2025	By:	/s/ Karla Cruz-Jusino
		Karla Cruz-Jusino
		Chief Financial Officer

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