Deluxe (NYSE: DLX) plans $625M Celero Commerce deal to boost payments
Rhea-AI Filing Summary
Deluxe Corporation has entered into a definitive Equity Purchase Agreement and Plan of Merger to acquire Celero Commerce in an all-cash transaction valued at approximately $625 million, plus seller expenses and other adjustments. Deluxe will buy Celero’s parent structure and merge a wholly owned subsidiary into Celero, which will become a wholly owned subsidiary of Deluxe.
The deal will be funded with a mix of existing revolving credit capacity and committed Debt Financing, including an incremental $375 million Term Loan A, and has no financing contingency. Subject to regulatory and other customary closing conditions, closing is expected in the third quarter of 2026. Deluxe expects the combination to accelerate its shift toward higher-growth Payments and Data, with those segments projected to represent about 57% of 2026 revenues on a pro forma basis, compared with 31% in 2020.
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Insights
Deluxe is pursuing a leveraged, strategic pivot toward payments and data.
Deluxe plans to acquire Celero Commerce for $625 million in cash, funded through a mix of existing liquidity and a new $375 million Term Loan A plus its revolver. The transaction is structured via an equity purchase and merger, with Celero becoming a wholly owned subsidiary.
The company highlights this as a step in its transformation strategy, projecting Payments and Data will rise to 57% of pro forma 2026 revenue versus 31% in 2020. This suggests a meaningful shift away from legacy check and forms businesses toward higher-growth, technology-driven revenue streams.
Closing remains subject to Hart-Scott-Rodino clearance and other customary conditions, and there is no financing contingency, backed by a debt commitment letter. Actual impact will depend on integration execution, realization of expected synergies, and the company’s ability to manage the additional leverage after the expected Q3 2026 closing.
8-K Event Classification
Key Figures
Key Terms
Equity Purchase Agreement and Plan of Merger financial
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
representations and warranties insurance policy financial
Debt Financing financial
Term Loan A financing financial
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 17, 2026, Deluxe Corporation (the “Company”) entered into an Equity Purchase Agreement and Plan of Merger (the “Purchase Agreement”) by and among the Company, Calypso Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), Celero Intermediate Holdings LLC, a Delaware limited liability company (“Celero”), LLR V Payments, LLC, a Delaware limited liability company (“BlockerCo”), LLR International V, L.P., a Delaware limited partnership (“BlockerCo Seller”), and, in its capacity as representative of the Sellers, LLR Representative V, LLC, a Delaware limited liability company (the “Sellers’ Representative”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Purchase Agreement.
The Purchase Agreement provides that, among other things, upon the terms and subject to the conditions thereof, (i) the Company will purchase from BlockerCo Seller, and BlockerCo Seller will sell to the Company, all of the issued and outstanding equity securities of BlockerCo (the “Acquisition”), and (ii) Merger Sub will merge with and into Celero, whereupon the separate limited liability company existence of Merger Sub will cease and Celero will be the surviving limited liability company and a wholly-owned subsidiary of the Company (the “Merger,” and together with the Acquisition, the “Transaction”).
Under the terms and subject to the conditions set forth in the Purchase Agreement, the aggregate consideration to be paid by the Company at the closing of the Transaction (the “Closing”) is approximately $625 million in cash (the “Consideration”), plus payment of certain seller transaction expenses and other adjustments. The Company intends to finance the Transaction through a combination of drawing on the Company’s existing revolving credit facility and the Debt Financing (as defined below).
The Purchase Agreement contains representations, warranties and covenants by the parties customary for a transaction of this nature, including, among other things, covenants by Celero regarding the operation of Celero’s business prior to the Closing, as well as representations and warranties of the Company with respect to, among other things, the Company having sufficient cash, available lines of credit or other sources of immediately available funds to consummate the Transaction.
The representations and warranties of the parties do not survive the Closing. In connection with the Transaction, the Company will obtain, prior to Closing, a buyer-side representations and warranties insurance policy to provide the Company’s sole recourse, except in the case of Fraud, for losses arising from breaches of the representations and warranties of Celero, BlockerCo and BlockerCo Seller. The Purchase Agreement contains indemnification provisions pursuant to which, from and after the Closing, the Sellers agree to indemnify the Company and other Purchaser Indemnified Parties (including Celero and its Subsidiaries) for losses suffered by the Purchaser Indemnified Parties in connection with, arising out of or resulting from certain specified matters set forth on a schedule to the Purchase Agreement, subject to certain limitations set forth in the Purchase Agreement.
The Closing of the Transaction is subject to customary closing conditions, including (i) the absence of any law or governmental order prohibiting the consummation of the Transaction, (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (iii) the consummation of the Unit Transfer in accordance with the Unit Transfer Plan and (iv) the satisfaction or waiver of certain other customary closing conditions as set forth in the Purchase Agreement. The Transaction is expected to close in the third quarter of 2026. The Purchase Agreement may be terminated prior to Closing under specified circumstances as set forth in the Purchase Agreement.
In connection with the execution of the Purchase Agreement, the Company has delivered to the Sellers’ Representative a debt commitment letter (the “Commitment Letter”) executed with certain financial institutions party thereto (the “Lenders”), pursuant to which the Lenders have committed, subject to the terms and conditions contained therein, to provide the Company with debt financing in the amounts and on the terms set forth in the Commitment Letter (the “Debt Financing”). The proceeds of the Debt Financing are intended to fund, in part, the Consideration payable in connection with the Transaction. The Purchase Agreement does not include a financing contingency, and the Company has represented in the Purchase Agreement that it has sufficient unrestricted cash on hand and/or available credit pursuant to applicable credit facilities or commitments to pay all amounts required to be paid at the Closing. The funding of the Debt Financing is contingent upon the satisfaction or waiver of certain conditions set forth in the Commitment Letter, including, without limitation, the execution and delivery of definitive documentation consistent with the Commitment Letter.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
The Purchase Agreement has been included solely to provide stockholders with information regarding its terms. It is not intended to provide any other information about the Company, Celero, BlockerCo, BlockerCo Seller or their respective subsidiaries and affiliates. The Purchase Agreement contains representations and warranties by each of the parties thereto. These representations and warranties were made solely for the benefit of the other parties to the Purchase Agreement and solely within the specific context of the Purchase Agreement and (i) may have been used for purposes of allocating risk between the respective parties rather than establishing matters as facts, (ii) may have been qualified in the Purchase Agreement by confidential disclosure schedules that were delivered to the other parties in connection with the signing of the Purchase Agreement, which disclosure schedules may contain information that modifies, qualifies, and creates exceptions to the representations, warranties, and covenants set forth in the Purchase Agreement, (iii) may be subject to a contractual standard of materiality applicable to the parties that differs from what a stockholder may view as material and (iv) may have been made only as of the date of the Purchase Agreement or as of another date or dates as may be specified in the Purchase Agreement, and information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures, if at all. Accordingly, stockholders should not rely upon representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Celero, BlockerCo, BlockerCo Seller or their respective subsidiaries and affiliates.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 of this Current Report on Form 8-K concerning the Debt Financing is hereby incorporated by reference into this Item 2.03.
| Item 7.01 | Regulation FD Disclosure. |
On June 18, 2026, the Company issued a press release announcing that it had signed the Purchase Agreement to acquire Celero. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 7.01.
In addition, the Company will be providing supplemental information regarding the Transaction and Celero in a presentation that will be made available on the Company’s website. A copy of the presentation is attached hereto as Exhibit 99.2 and is hereby incorporated by reference into this Item 7.01.
As provided in General Instruction B.2 of Form 8-K, the information and exhibits contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Cautionary Statement Regarding Forward-Looking Statements
Statements made in this Current Report on Form 8-K concerning the Company, the Company’s or management’s intentions, expectations, outlook or predictions about future results or events, including the Transaction and its expected Closing, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements reflect management’s current intentions or beliefs and are subject to risks and uncertainties that could cause actual results or events to vary from stated expectations, which variations could be material and adverse. Factors that could produce such a variation include, but are not limited to, the following: the risk that the proposed Transaction may not be completed in a timely manner or at all; the inability to integrate and/or realize the benefits of the Transaction, including expected synergies; the occurrence of any fact, event, change, development or circumstance that could give rise to the termination of the Purchase Agreement; the failure to satisfy any of the conditions to the consummation of the Transaction, including the receipt of certain regulatory approvals; the risk that the financing necessary to consummate the Transaction may not be obtained, may be delayed, or may be available only on less favorable terms than anticipated; that the announcement of the Transaction could disrupt the Company’s or Celero’s relationships with customers, employees or other business partners; changes in local, regional, national and international economic or political conditions, including those resulting from heightened inflation, rising interest rates, a recession, or intensified international hostilities, and the impact they may have on the Company, its data, customers or demand for the Company’s products and services; the effect of proposed and enacted legislative and regulatory actions affecting the Company or the financial services industry as a whole; continuing cost increases and/or declines in the availability of data, materials and other services; the Company’s ability to execute its strategy and to realize the intended benefits; the inherent unreliability of earnings, revenue and cash flow predictions due to numerous factors, many of which are beyond the Company’s control; declining demand for the Company’s checks, check-related products and services and business forms; risks that the Company’s strategies intended to drive sustained revenue and earnings growth, despite the continuing decline in checks and forms, are delayed or unsuccessful; intense competition; continued consolidation of financial institutions and/or bank failures, thereby reducing the number of potential customers and referral sources and increasing downward pressure on the Company’s revenue and gross profit; risks related to other acquisitions, including integration-related risks and risks that future acquisitions will not be consummated; risks that any such acquisitions do not produce the anticipated results or synergies; risks that the Company’s cost reduction initiatives will be delayed or unsuccessful; risks related to any divestitures contemplated or undertaken by the Company; performance shortfalls by one or more of the Company’s major suppliers, licensors, data or service providers; continuing supply chain and labor supply issues; unanticipated delays, costs and expenses in the development and marketing of products and services, including financial technology and treasury management solutions; the failure of such products and services to deliver the expected revenues and other financial targets; risks related to security breaches, computer malware or other cyber-attacks; risks of interruptions to the Company’s website operations or information technology systems; and risks of unfavorable outcomes and the costs to defend litigation and other disputes. The Company’s forward-looking statements speak only as of the time made, and management assumes no obligation to publicly update any such statements. Additional information concerning these and other factors that could cause actual results and events to differ materially from the Company’s current expectations are contained in the Company’s Form 10-K for the year ended December 31, 2025, and other filings made with the SEC. Deluxe undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description of Exhibit | |
| 2.1# | Equity Purchase Agreement and Plan of Merger, dated June 17, 2026, by and among the Company, Calypso Merger Sub LLC, Celero Intermediate Holdings LLC, LLR V Payments, LLC, LLR International V, L.P. and, in its capacity as representative of the Sellers, LLR Representative V, LLC. | |
| 99.1 | Press Release, dated June 18, 2026, of Deluxe Corporation. | |
| 99.2 | Investor Presentation, dated June 18, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
# Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The descriptions of the omitted schedules and exhibits are contained within the relevant agreement. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.
SIGNATURE
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.
| Date: June 18, 2026 | DELUXE CORPORATION | |
| By: | /s/ Jeffrey L. Cotter | |
| Name: | Jeffrey L. Cotter | |
| Title: |
Chief Administrative Officer, Senior Vice President and General Counsel | |
Exhibit 99.1
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FOR IMMEDIATE RELEASE
| Contact: | |
| Brian Anderson, Deluxe | Keith Negrin, Deluxe |
| VP, Strategy & Investor Relations | VP, Communications |
| 651-447-4197 | 612-669-1459 |
| brian.anderson@deluxe.com | keith.negrin@deluxe.com |
| Scott Farace, Celero Commerce | Scott Bisang / Jim Golden / Jack Kelleher |
| Chief Marketing Officer | Collected Strategies |
| scottf@celerocommerce.com | Deluxe-CS@collectedstrategies.com |
Deluxe to Acquire Celero Commerce, Accelerating Transformation Toward Payments and Data Solutions Scale
| · | Advances revenue mix shift toward higher growth Payments and Data segments |
| · | Expands presence across existing and new attractive merchant processing verticals |
| · | Combination expected to be accretive to adjusted EPS in first year following closing, extending both revenue growth and adjusted EBITDA margin rates with clear path to ongoing de-leveraging |
| · | No change required to dividend policy |
| · | Drives further operating leverage potential for Deluxe Merchant Services via greater scale and deepened go-to-market distribution |
| · | Unlocks significant identified cost synergy opportunities across the combined organizations |
| · | DLX 2026 full-year guidance unchanged; to be updated post-closing, expected 3Q’26 |
MINNEAPOLIS – June 18, 2026 – Deluxe (NYSE: DLX), a trusted payments and data company, today announced that it has entered into a definitive agreement to acquire Celero Commerce (“Celero”), a financial technology company focused on optimized payment solutions for small to mid-sized businesses and strategic partners, for $625 million, plus payment of certain seller transaction expenses and other adjustments.
Celero is an industry-leading integrated payment processing partner offering high-tech, high-touch merchant solutions for small to mid-sized businesses and strategic partners. Celero combines a comprehensive, all-in-one suite of omnichannel payment solutions with dedicated, localized customer support to help drive growth and increase profitability.
The transaction advances the ongoing Deluxe transformation strategy to shift the revenue mix towards higher growth Payments and Data segments. Post-closing, the combined Payments and Data businesses are expected to increase to 57% of 2026 revenues on a proforma basis, compared to 31% in 2020.
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The combination will also further the ongoing modernization of the Deluxe payment technology infrastructure, bring together complementary go-to-market capabilities and expand customer reach through a broadened and diversified network of bank, software, independent partner and direct sales channels. Following close, Deluxe will go to market with greater scale and an expanded set of solutions to deliver for small and medium-sized businesses and merchants.
“Adding Celero immediately accelerates our transformation and shifts our revenue mix decisively towards our growing Payments and Data segments. Celero has loyal customers, partners, and employees, as well as strong financials and corporate culture, all of which are a natural fit with Deluxe,” said Barry McCarthy, President and CEO of Deluxe. “Combined, the two companies will broaden our distribution reach and deepen our presence across key verticals including financial institutions, independent software vendors, and independent sales organization partner channels. At Deluxe, we have a proprietary, fully-scaled processing platform that will compliment and seamlessly integrate with Celero and their technology to deliver a compelling value proposition for customers.”
“This is an exciting next chapter for Celero, our employees, partners, and customers,” said Kevin Jones, Founder and Chief Executive Officer of Celero Commerce. “At Celero, we've always focused on helping businesses thrive through innovative technology, exceptional service, and strong strategic partnerships. Deluxe shares those values, and this combination allows us to accelerate that mission faster than we could have independently. By bringing together Deluxe’ s scale, resources, and payments capabilities with Celero’s technology, channel expertise, and customer-first culture, we believe we're creating an even stronger platform for our customers and partners while opening new opportunities for growth.”
Strategic & Financial Benefits
| · | Expanded Distribution Reach: The combination will strengthen Deluxe’s diversified go-to-market model, combining established broad financial institution partnerships, a growing network of independent sales organizations, embedded software vendor relationships, and direct sales capabilities to reach a broadened base of customers. |
| · | Enhanced Go-to-Market Motion: The transaction combines Deluxe’s proven customer service model and sales motion with Celero’s experienced talent and established partner relationships. Celero has a seasoned sales team with a strong and diversified go-to-market offering, adding approximately 60 new partners in 2025 from an active base of 375 partners. |
| · | Scaled Merchant Services Business with Greater Operating Leverage: Deluxe and Celero processed approximately $70 billion in combined gross transaction volume in 2025, making the proposed merged organization one of the 10 largest non-bank merchant acquirers in the United States, based on Nilson reporting. The combined scale will create more opportunities to improve processing efficiency, spread fixed costs across a larger base, and enhance long-term operating leverage and margins. |
| · | Attractive Financial Profile: The transaction is expected to be accretive to adjusted EPS in the first year following closing, while also expanding revenue growth and adjusted EBITDA margin rates and generating strong cash flow, inclusive of over $15 million in anticipated cost synergies by 2028 and additional upside potential from revenue synergies. Celero has an attractive financial profile, having delivered over $200 million in revenue in 2025 with a 28% adjusted EBITDA margin and 90% unlevered free cash flow conversion. |
| · | Clear Path to Deleveraging: At closing, Deluxe expects its combined net leverage ratio to be approximately 3.9x. Deluxe has a proven track record of prioritizing debt repayment and expects to reduce net leverage to below 3.0x during a 24-month period following the closing. |
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Transaction Details
Deluxe will acquire Celero in an all-cash transaction for approximately $625 million plus payment of certain seller transaction expenses and other adjustments. The transaction is subject to regulatory approvals in the U.S. and other customary closing conditions. The transaction will be funded through committed debt financing, consisting of an incremental Term Loan A financing of $375 million from a five-bank syndicate led by BofA Securities, Inc. and drawing on Deluxe’s existing revolving credit facility. Deluxe expects the transaction to close in the third quarter of 2026.
Deluxe is reaffirming its previously-issued 2026 full-year guidance, which does not include the impact of the pending Celero acquisition. Deluxe expects to provide updated guidance reflecting the acquisition of Celero following closing of the transaction.
Advisors
BofA Securities are serving as financial advisors and Troutman Pepper Locke LLP and Bennett Jones LLP are serving as legal advisors to Deluxe.
Investor Conference Call Details
Deluxe will host a conference call today at 8:30 a.m. ET to discuss the proposed transaction. All interested persons may listen to the call by dialing 1-800-330-6730 (conference passcode: 502756). The audio and accompanying slides will be available via a simultaneous webcast accessible through the investor relations website at www.investors.deluxe.com. A replay will be available after 4:00 p.m. ET through June 25, 2026, via the webcast link and listen-by-phone option.
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About Deluxe Corporation
Deluxe, a trusted payments and data company, champions business so communities thrive. Our solutions help businesses pay, get paid, and grow. For more than 100 years, Deluxe customers have relied on our solutions and platforms at all stages of their lifecycle, from start-up to maturity. Our powerful scale supports millions of small businesses, thousands of vital financial institutions and hundreds of the world’s largest consumer brands, while processing more than $2 trillion in annual payment volume. Our reach, scale and distribution channels position Deluxe to be our customers’ most trusted business partner. To learn how we can help your business, visit us at www.deluxe.com.
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About Celero Commerce
Headquartered in Nashville, Celero Commerce is a full-service, integrated electronic commerce solutions provider powered by leading-edge technology, strategic partnerships, and business intelligence. Celero offers small and medium-sized businesses payment processing services, business management software, and data intelligence, empowering them to drive growth and profitability. Visit www.celerocommerce.com to learn more.
Forward-Looking Statements
Statements made in this press release concerning Deluxe, Deluxe’s or management’s intentions, expectations, outlook or predictions about future results or events are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements reflect management’s current intentions or beliefs and are subject to risks and uncertainties that could cause actual results or events to vary from stated expectations, which variations could be material and adverse. Factors that could produce such a variation include, but are not limited to, the following: the risk that the proposed Celero transaction may not be completed in a timely manner or at all; the inability to integrate and/or realize the benefits of the Celero transaction, including expected synergies; the occurrence of any fact, event, change, development or circumstance that could give rise to the termination of the Celero acquisition agreement; the failure to satisfy any of the conditions to the consummation of the Celero acquisition, including the receipt of certain regulatory approvals; the risk that the financing necessary to consummate the Celero acquisition may not be obtained, may be delayed, or may be available only on less favorable terms than anticipated; that the announcement of the Celero acquisition could disrupt Deluxe’s or Celero’s relationships with customers, employees or other business partners; changes in local, regional, national and international economic or political conditions, including those resulting from heightened inflation, rising interest rates, a recession, or intensified international hostilities, and the impact they may have on the company, its data, customers or demand for the company’s products and services; the effect of proposed and enacted legislative and regulatory actions affecting the company or the financial services industry as a whole; continuing cost increases and/or declines in the availability of data, materials and other services; the company’s ability to execute its strategy and to realize the intended benefits; the inherent unreliability of earnings, revenue and cash flow predictions due to numerous factors, many of which are beyond the company’s control; declining demand for the company’s checks, check-related products and services and business forms; risks that the company’s strategies intended to drive sustained revenue and earnings growth, despite the continuing decline in checks and forms, are delayed or unsuccessful; intense competition; continued consolidation of financial institutions and/or bank failures, thereby reducing the number of potential customers and referral sources and increasing downward pressure on the company’s revenue and gross profit; risks related to other acquisitions, including integration-related risks and risks that future acquisitions will not be consummated; risks that any such acquisitions do not produce the anticipated results or synergies; risks that the company’s cost reduction initiatives will be delayed or unsuccessful; risks related to any divestitures contemplated or undertaken by the company; performance shortfalls by one or more of the company’s major suppliers, licensors, data or service providers; continuing supply chain and labor supply issues; unanticipated delays, costs and expenses in the development and marketing of products and services, including financial technology and treasury management solutions; the failure of such products and services to deliver the expected revenues and other financial targets; risks related to security breaches, computer malware or other cyber-attacks; risks of interruptions to the company’s website operations or information technology systems; and risks of unfavorable outcomes and the costs to defend litigation and other disputes. Deluxe’s forward-looking statements speak only as of the time made, and management assumes no obligation to publicly update any such statements. Additional information concerning these and other factors that could cause actual results and events to differ materially from Deluxe’s current expectations are contained in Deluxe’s Form 10-K for the year ended December 31, 2025, and other filings made with the SEC. Deluxe undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances.
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Exhibit 99.2
| 214 17 32 55 58 54 184 218 222 191 191 191 107 107 107 © 2026 Deluxe Corporation. Proprietary and Confidential. Deluxe Corporation Acquisition of Celero Commerce June 18, 2026 |
| 214 17 32 55 58 54 184 218 222 191 191 191 107 107 107 Statements made in this presentation concerning Deluxe, the company’s or management’s intentions, expectations, outlook or predictions about future results or events are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements reflect management’s current intentions or beliefs and are subject to risks and uncertainties that could cause actual results or events to vary from stated expectations, which variations could be material and adverse. Factors that could produce such a variation include, but are not limited to, the following: the risk that the proposed Celero transaction may not be completed in a timely manner or at all; the inability to integrate and/or realize the benefits of the Celero transaction, including expected synergies; the occurrence of any fact, event, change, development or circumstance that could give rise to the termination of the Celero acquisition agreement; the failure to satisfy any of the conditions to the consummation of the Celero acquisition, including the receipt of certain regulatory approvals; the risk that the financing necessary to consummate the Celero acquisition may not be obtained, may be delayed, or may be available only on less favorable terms than anticipated; that the announcement of the Celero acquisition could disrupt the company’s or Celero’s relationships with customers, employees or other business partners; changes in local, regional, national and international economic or political conditions, including those resulting from heightened inflation, rising interest rates, a recession, or intensified international hostilities, and the impact they may have on the company, its data, customers or demand for the company’s products and services; the effect of proposed and enacted legislative and regulatory actions affecting the company or the financial services industry as a whole; continuing cost increases and/or declines in the availability of data, materials and other services; the company’s ability to execute its strategy and to realize the intended benefits; the inherent unreliability of earnings, revenue and cash flow predictions due to numerous factors, many of which are beyond the company’s control; declining demand for the company’s checks, check-related products and services and business forms; risks that the company’s strategies intended to drive sustained revenue and earnings growth, despite the continuing decline in checks and forms, are delayed or unsuccessful; intense competition; continued consolidation of financial institutions and/or bank failures, thereby reducing the number of potential customers and referral sources and increasing downward pressure on the company’s revenue and gross profit; risks related to other acquisitions, including integration-related risks and risks that future acquisitions will not be consummated; risks that any such acquisitions do not produce the anticipated results or synergies; risks that the company’s cost reduction initiatives will be delayed or unsuccessful; risks related to any divestitures contemplated or undertaken by the company; performance shortfalls by one or more of the company’s major suppliers, licensors, data or service providers; continuing supply chain and labor supply issues; unanticipated delays, costs and expenses in the development and marketing of products and services, including financial technology and treasury management solutions; the failure of such products and services to deliver the expected revenues and other financial targets; risks related to security breaches, computer malware or other cyber-attacks; risks of interruptions to the company’s website operations or information technology systems; and risks of unfavorable outcomes and the costs to defend litigation and other disputes. The company’s forward-looking statements speak only as of the time made, and management assumes no obligation to publicly update any such statements. Additional information concerning these and other factors that could cause actual results and events to differ materially from the company’s current expectations are contained in the company’s Form 10-K for the year ended December 31, 2025, and other filings made with the SEC. The company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances. CAUTIONARY STATEMENT Non-GAAP Financial Measures This presentation includes certain non-GAAP financial measures that management uses to evaluate the Company’s operating business, measure performance, and make strategic decisions, including Adjusted EBITDA, Adjusted EBITDA Margin, free cash flow, unlevered free cash flow and net leverage. Adjusted EBITDA and Adjusted EBITDA Margin exclude the impact of interest expense, income taxes, depreciation and amortization, and certain other items that may vary for reasons unrelated to current period operating performance. Adjusted EBITDA excludes the results of the Safeguard small business distributor channel in the Print segment, which was sold in March 2026, and reflects post-transaction terms with the buyer. Free cash flow is defined as net cash provided by operating activities less purchases of capital assets and capitalized software costs. Unlevered Free Cash Flow is defined as tax-effected EBIT, adding back Depreciation & Amortization, and subtracting both the Change in Net Working Capital and Capital Expenditures. Net leverage is calculated as total debt (less cash and cash equivalents) divided by Adjusted EBITDA. Management uses these measures to evaluate operating results, facilitate period-to-period and peer comparisons, and inform strategic decision-making aimed at enhancing performance. These non-GAAP financial measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit, or any other operating performance measure calculated in accordance with GAAP. In addition, although other companies in Deluxe's industry may report measures titled with the same or similar descriptions, such non-GAAP financial measures may be calculated differently from how Deluxe calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider each of the non-GAAP financial measures referenced in this paragraph alongside other financial performance measures, including net income, net cash provided by operating activities and Deluxe's other financial results presented in accordance with GAAP. Deluxe does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures, such as Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and net leverage, to the most directly comparable GAAP financial measures because the Company does not provide outlook guidance on the reconciling items between the non-GAAP and GAAP measures. Due to the significant uncertainty and variability associated with certain forward-looking reconciling items such as restructuring and integration expense, gains and losses on sales of businesses and long-lived assets, and certain legal and environmental expenses, a reconciliation of forward-looking, non-GAAP financial measures to the corresponding GAAP measures cannot be provided without unreasonable effort. The potential impact of such reconciling items is substantial and, based on historical experience, could be material. 1 |
| 214 17 32 55 58 54 184 218 222 191 191 191 107 107 107 2c FinTech / Payment Company Complements & extends Deluxe Merchant Services Aligns with strategy 2 |
| 214 17 32 55 58 54 184 218 222 191 191 191 107 107 107 Highly Compelling & Strategic Acquisition 1 Aligns with Deluxe strategy to transform by shifting mix to Payments & Data for growth Expected to be accretive to Adj. EPS, while expanding revenue growth and Adj. EBITDA margin rates, with actionable synergies Unchanged capital allocation priorities: leverage expected to return to 3.0x during a 2-year horizon following close 3 6 Further modernization of core payments tech infrastructure + Increases Merchant Services scale and scope to accelerate continued success No required changes to dividend 2 4 5 3 |
| 214 17 32 55 58 54 184 218 222 191 191 191 107 107 107 Deluxe Strategy Alignment Legacy Print Businesses Payments & Data Businesses Businesses Checks Promotional Products Merchant Services B2B Payments Data Q1'26 Revenue $262mm $276mm YOY % Rev Growth (6%)(1) 13% Q1’26 Adj. EBITDA Margin %(2) 33% 24% Revenue Mix 1. On a comparable adjusted basis. 2. Adjusted EBITDA margin is before corporate cost center overheads and business exits. Adjusted EBITDA Margin is a non-GAAP financial measure. See Slide 1 under “Non-GAAP Financial Measures. Payments & Data Print 31% 69% 2020A 57% 43% 2026E Combined Leverage powerful print legacy in paper payments to grow in digital payments & data 49% 51% Q1’26A Advances Deluxe toward long term goal of >60% Payments & Data Priorities: 1) shifting mix toward Payments & Data; 2) driving operating efficiency; 3) capital allocation discipline 4 |
| 214 17 32 55 58 54 184 218 222 191 191 191 107 107 107 Deluxe Continues its Business Transformation Core Check declines & Print portfolio accelerates Organic declines offset via Portfolio M&A • Inorganic / M&A category expansion • 50+ disconnected sub-scale businesses with massive technical debt Portfolio simplification, tech modernization and business repositioning toward high growth segments with significant runway • Invest in cloud-based infrastructure and AI to extract efficiencies • Consistent operating leverage expanding Adj. EBITDA margins • De-leveraging to optimize balance sheet for strategic investment • Scalable product & tech platforms and One Deluxe GTM model 2008 – 2018 2019 – Present Significant majority of revenue from Payments & Data Future Late 1990 – 2007 5 |
| 214 17 32 55 58 54 184 218 222 191 191 191 107 107 107 Celero Accelerates Deluxe Transformation Toward Growth Segments ▪ Transaction expected to be accretive to revenue growth and Adj. EBITDA margin rates ▪ Expected to be accretive to Adj. EPS in first year post transaction close ▪ Expect cost synergies of $15mm+ from headcount efficiencies, streamlining of tech & operation systems and reduced real estate footprint to be realized across a 24-month period following close ▪ Expect additional upside from revenue synergies which are not factored into the analysis ▪ Expect to close in 3Q 2026, subject to regulatory approvals and other customary closing conditions Transaction Overview Timing Transaction Financial Profile ▪ Deluxe will acquire Celero Commerce in an all-cash transaction for $625mm (the “Purchase Price”) plus payment of certain seller transaction expenses and other adjustments ▪ Purchase Price represents 7.4x LTM EV/Adj. EBITDA, net of anticipated tax asset and inclusive of run-rate cost synergies ▪ Transaction will be funded with: ▪ An incremental 2029 Term Loan A of $375mm, and ▪ Deluxe’s existing revolver Capital Allocation Priorities ▪ Combined to account for the transaction, Net Leverage is expected to be 3.9x at close(1) ▪ Prioritize debt repayment; expect to return to 3.0x during a 2-year horizon following close ▪ Continue to focus on high-return growth opportunities (15%+ Risk Adjusted IRR) ▪ No required changes to dividend 1. Net Leverage is calculated as total debt minus cash & cash equivalents divided by combined Adjusted EBITDA including run-rate cost synergies. Net Leverage is a non-GAAP financial measure. See Slide 1 under "Non-GAAP Financial Measures.” 6 |
| 214 17 32 55 58 54 184 218 222 191 191 191 107 107 107 Why Celero? Immediate, Accretive Strategy Acceleration 1 2 3 Leverages full-scale processing platform inside Deluxe Merchant Services (“DMS”) ▪ Acquired First American in 2021; since expanded and improved Adds immediate scale ▪ Bolts easily into Deluxe platform = rapid, low-risk integration ▪ More volume on same infrastructure = margin expansion opportunity Adds scope ▪ Combined sales team has greater reach to new channels & increases depth into core Deluxe verticals ▪ Creates future growth opportunity Right asset. Right terms. Right time. 7 |
| 214 17 32 55 58 54 184 218 222 191 191 191 107 107 107 Compelling Strategic and Financial Rationale Celero Differentiators 1 2 3 4 Strong and diversified GTM motion with significant momentum and visibility Diverse customer mix with compelling TAM Proprietary fit-for-purpose partner platform aids tech modernization & integration Solid financial performance with significant FCF generation Strategic Rationale 1 2 3 4 Expands Deluxe merchant services’ scale, driving further operating leverage and synergies ▪ $70bn in combined GTV, becoming a top 10 non-bank US acquirer(1) Accelerates financial migration toward high growth payments & data segments ▪ 2026E Combined revenue from Payments & Data increases to 57%, up from 31% in 2020 Enhances Deluxe merchant services penetration across attractive existing & new verticals ▪ Accelerates Deluxe’s penetration in attractive Bank & ISV channels and adjacent merchant verticals Accretive financial transaction with actionable synergies and clear path to deleveraging ▪ Expected to be accretive to revenue growth, Adj. EBITDA margin and Adj. EPS in first year post close Sources: Nilson Report – Top US Merchant Acquirers (March 2026). 1. Non-Bank Rank excludes J.P. Morgan Payments, Elavon, Bank of America, Wells Fargo, PNC Merch. Serv., Merrick Bank, Truist Financial, Esquire Bank and Santander Merch. Serv. 2. Unlevered Free Cash Flow (uFCF) is defined as tax-effected EBIT + D&A - change in Net Working Capital – Capital Expenditures. uFCF Conversion calculated as uFCF / Adjusted EBITDA. Unlevered Free Cash Flow is a non-GAAP financial measure. See Slide 1 under "Non-GAAP Financial Measures.” ▪ Diverse distribution results in diverse customer mix with compelling growth opportunities ▪ Partner platform can be rolled out through Deluxe distribution, creating value for partners ▪ $200mm+ of revenues, 28% Adj. EBITDA margins and ~90% unlevered FCF conversion for 2025(2) ▪ ~60 new partners signed in 2025 from an active partner base of ~375 partners 8 |
| 214 17 32 55 58 54 184 218 222 191 191 191 107 107 107 Celero Has an Attractive Financial Profile and Strong & Diversified GTM Motion Financial Institutions ISO W2 130+ Active Bank Partners 50+ Active ISV Partners ~120 Producing 1099 Agents ~30 W2 Reps $10B GTV Merchants $4B GTV 5k Merchants $11B GTV 19k Merchants $4B GTV 9k Merchants 23k Premier Partner Acquisition Momentum Across Diversified Channels Led by an Experienced Sales Team 14 New Partners Signed in 2025 19 New Partners Signed in 2025 26 New Partners Signed in 2025 ISV $200mm+ Revenue (’25A) ~6% Revenue Growth (’25A) ~28% Adj. EBITDA Margin (’25A) ~90% uFCF Conversion(1) (’25A) Note: GTV and Merchant figures for Celero denote 2025. 1. Unlevered Free Cash Flow (uFCF) is defined as tax-effected EBIT + D&A - change in Net Working Capital – Capital Expenditures. uFCF Conversion calculated as uFCF / Adjusted EBITDA. Unlevered Free Cash Flow is a non-GAAP financial measure. See Slide 1 under "Non-GAAP Financial Measures.” Enables bank partners to act as a distribution channel for Celero services Empowers integrated software vendors (ISVs) with “white labeled” payments solutions Provides independent sales organizations (ISOs) and 1099 agents with tools to manage their sales cycles and cultivate merchant portfolios In-house sales reps help merchants find the right payments acceptance and business management solutions 9 |
| 214 17 32 55 58 54 184 218 222 191 191 191 107 107 107 $28 $42 $70 DLX + Ce le ro Deluxe Me rch. Serv. Ce lero Commerce Celero Adds Significant Scale to DMS Proprietary Platform = Operating Leverage Sources: Nilson Report – Top US Merchant Acquirers (March 2026). 1. Non-Bank Rank excludes J.P. Morgan Payments, Elavon, Bank of America, Wells Fargo, PNC Merch. Serv., Merrick Bank, Truist Financial, Esquire Bank and Santander Merch. Serv. 2. GTV is based on Nilson Report – Top US Merchant Acquirers (March 2026). Deluxe Becomes a Top 10 Non-Bank Merchant Acquirer by GTV + Total Acquirer Rank 14 20 24 Non-Bank Acquirer Rank 9 13 15 (1) 2025 Gross Transaction Volume(2) ($ in billions) # of Merchants ~210k ~150k ~60k 10 |
| 214 17 32 55 58 54 184 218 222 191 191 191 107 107 107 31% 69% 57% 43% Payments & Data Print 41% 59% 2020A 2023A 2026E Combined 47% 53% Revenue Mix Migration Accelerates Toward Payments & Data 24% 76% Adj. EBITDA Mix Approaches Parity(1) 31% 69% Celero Accelerates Deluxe Mix Shift Toward Payments & Data 1. Total Adjusted EBITDA percentages are before corporate cost center overheads and business exits. Adjusted EBITDA Margin is a non-GAAP financial measure. See Slide 1 under “Non-GAAP Financial Measures.” + 11 |
| 214 17 32 55 58 54 184 218 222 191 191 191 107 107 107 Enhances Strategic GTM Distribution & Adjacent Vertical Penetration Merchant Acquiring Revenue TAM = ~$40bn(1) Further penetration into adjacent verticals Diverse customer mix with exposure across all major areas of the US economy Diverse customer mix with strength in local government, real estate and non-profit verticals Accelerates Deluxe penetration opportunity in attractive Bank and ISV channels Strong Bank and ISV-led partner acquisition momentum complemented by ISO & direct sales Multi-channel distribution across financial institutions and direct sales, supported by a growing ISO/ISV ecosystem Amplifies Celero's performance, access and reach by turbo-charging performance Powerful brand, reputation & sales motion platform with high quality customer service driving client loyalty Experienced sales talent with unique relationships across ISV and Bank channels Realizes operational efficiencies from a scaled and proprietary processing platform Deluxe-owned processor provides tech & financial moat Outsourced payment processing capabilities 1. UBS US Merchant Acquiring Market Framework report published on 05/28/2024. 2025 US merchant acquiring revenue TAM figures calculated as 2023 total US merchant acquiring transaction volume of $12.3tn x average acquiring take rate of ~29bps, grown at a ~6.0% CAGR from 2023-2025. 12 |
| 214 17 32 55 58 54 184 218 222 191 191 191 107 107 107 Expected to be Accretive to Adj. EPS, Rev Growth, & Adj. EBITDA Margin Rates, w/ Attractive Synergies Expect $15mm+ of cost synergies with additional upside from revenue synergies Revenue Growth Adj. EBITDA Margin(4) Adj. EPS Expected to be Adj. EPS accretive in first year following closing (0%) – 3% 22 – 23% (1%) – 2% ~22% 1. Deluxe 2026E guidance as of Q1’26. 2. Deluxe is not updating its guidance for 2026, pro-forma numbers only reflect the potential for 2026 of the combined platforms would Celero had been part of Deluxe since January 1st, 2026. 3. Revenue growth updated in Q1 2026 to reflect Safeguard divestiture. 4. Adjusted EBITDA Margin is a non-GAAP financial measure. Adjusted EBITDA Margin rates exclude business exits. See Slide 1 under “Non-GAAP Financial Measures.” (2026E)(1) (2026E Combined, assuming 1/1/26 transaction date)(2) Synergies (3) 13 |
| 214 17 32 55 58 54 184 218 222 191 191 191 107 107 107 Strengthen the balance sheet & pay down debt • Return to 3.0x net leverage during a 2-year horizon following close via: • Adj. EBITDA expansion & debt paydown through FCF generation • Proven track-record of deleveraging through consistent execution Invest in profitable organic growth • Invest in high-return (e.g., 15%+ risk adjusted IRR) profitable organic growth in line with enterprise strategy and drivers of shareholder return Pay dividend • Maintain dividend of $0.30/ share/ quarter & manage total yield over time reflective of improved business performance Deluxe Remains Committed to Its Capital Allocation Priorities 14 |
| 214 17 32 55 58 54 184 218 222 191 191 191 107 107 107 Continued Execution Focus on Multi-Year Value Creation Algorithm Sustain performance: Changing culture, talent, & processes to sustain operating focus 15%+ annual total shareholder returns Drive profitable organic growth in Payments and Data Keep efficiency focus on Print & Corporate ~2-4% y/y revenue growth ~4-6% y/y Adj. EBITDA growth Increase free cash flow by improving leverage ratio & reducing non-recurring / restructuring charges $200MM + free cash flows < 3x target net leverage Focused execution to expand margins and drive consistent operating leverage ≥ 21% Adj. EBITDA margin Maintain dividend: continue to return capital to shareholders $0.30 per share per quarter DELUXE FOCUS LONG-RANGE PLAN TARGETS(1) 1. Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and net leverage are non-GAAP financial measures. Net Leverage is calculated as total debt minus cash & cash equivalents divided by combined Adjusted EBITDA including run-rate cost synergies. See Slide 1 under “Non-GAAP Financial Measures.” 15 |
| 214 17 32 55 58 54 184 218 222 191 191 191 107 107 107 Highly Compelling & Strategic Acquisition 1 Aligns with Deluxe strategy to transform by shifting mix to Payments & Data for growth Expected to be accretive to Adj. EPS, while expanding revenue growth and Adj. EBITDA margin rates, with actionable synergies Unchanged capital allocation priorities: leverage expected to return to 3.0x during a 2-year horizon following close 3 6 Further modernization of core payments tech infrastructure + Increases Merchant Services scale and scope to accelerate continued success No required changes to dividend 2 4 5 16 |
