SS&C OKs $1.5B buyback, $0.27 dividend

SS&C Technologies reports that stockholders approved the Third Amended and Restated 2023 Stock Incentive Plan, increasing shares reserved for equity awards by 10,000,000 common shares.

Rhea-AI Filing Summary

SS&C Technologies reports that stockholders approved the Third Amended and Restated 2023 Stock Incentive Plan, increasing shares reserved for equity awards by 10,000,000 common shares. Stockholders also elected three Class I directors and approved, on a non-binding basis, the compensation of named executive officers.

PricewaterhouseCoopers LLP was ratified as independent auditor for the fiscal year ending December 31, 2026. The Board renewed a stock repurchase program authorizing buybacks of up to $1.5 billion of common stock for one year from authorization and declared a quarterly dividend of $0.27 per share, payable June 15, 2026 to stockholders of record on June 1, 2026.

Insights

Equity & corporate governance analyst

SS&C combines large capital return plans with expanded equity incentives and routine governance approvals.

SS&C’s Board renewed a stock repurchase program authorizing buybacks of up to $1.5 billion, alongside a quarterly dividend of $0.27 per share payable on June 15, 2026. These actions signal an ongoing commitment to returning cash while retaining balance-sheet flexibility.

Stockholders approved the Third Amended and Restated 2023 Stock Incentive Plan, adding 10,000,000 shares reserved for equity awards. They also elected three Class I directors, endorsed executive pay in a non-binding vote, and ratified PricewaterhouseCoopers LLP as auditor for the year ending December 31, 2026. Overall, the developments are consistent with ongoing capital allocation and governance practices.

8-K Event Classification

4 items: 5.02, 5.07, 8.01, 9.01

4 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Equity plan share increase: 10,000,000 shares Stock repurchase authorization: $1.5 billion Quarterly dividend: $0.27 per share +3 more

6 metrics

Equity plan share increase 10,000,000 shares Additional shares reserved under Third A&R 2023 Stock Incentive Plan

Stock repurchase authorization $1.5 billion Maximum aggregate common stock repurchases under renewed program

Quarterly dividend $0.27 per share Dividend payable June 15, 2026 to holders of record June 1, 2026

Say-on-pay support 174,257,337 for vs. 33,615,417 against Advisory vote on executive compensation at 2026 annual meeting

Auditor ratification votes 209,980,176 for; 9,554,471 against Ratification of PricewaterhouseCoopers LLP for fiscal year 2026

Plan approval votes 177,696,046 for; 30,180,122 against Approval of Third Amended and Restated 2023 Stock Incentive Plan

Key Terms

Third Amended and Restated 2023 Stock Incentive Plan, non-binding, advisory vote, independent registered public accounting firm, stock repurchase program, +1 more

5 terms

Third Amended and Restated 2023 Stock Incentive Plan financial

"Approval of the SS&C Technologies Holdings, Inc. Third Amended and Restated 2023 Stock Incentive Plan."

non-binding, advisory vote financial

"A non-binding, advisory vote on the compensation of the Company’s named executive officers was approved."

independent registered public accounting firm financial

"The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

stock repurchase program financial

"has authorized a renewal of its stock repurchase program, which will enable the Company to repurchase up to $1.5 billion"

A stock repurchase program is when a company buys back its own shares from the market. This can make each remaining share more valuable and shows that the company believes its stock is a good investment. It’s like a business treating its shares like a limited resource, hoping to boost confidence and share prices.

Rule 10b5-1 plan financial

"Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased"

A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stock incentive plan change did SSNC stockholders approve?

SSNC stockholders approved the Third Amended and Restated 2023 Stock Incentive Plan, increasing reserved shares by 10,000,000 common shares. This larger pool supports future equity-based awards to employees, directors and other eligible participants, aligning compensation more closely with SS&C Technologies’ long-term shareholder value.

How large is SS&C Technologies’ renewed stock repurchase program?

SS&C’s Board authorized a renewed stock repurchase program of up to $1.5 billion of common stock. Repurchases may occur in open-market or privately negotiated transactions, and other lawful methods, over the year following Board authorization, subject to market conditions and management’s discretion.

What dividend did SSNC declare and when will it be paid?

SS&C declared a quarterly dividend of $0.27 per share. The dividend is payable on June 15, 2026 to stockholders of record at the close of business on June 1, 2026, consistent with the company’s established quarterly dividend policy.

Which directors were elected at SS&C Technologies’ 2026 annual meeting?

Stockholders elected Normand A. Boulanger, David A. Varsano and Michael J. Zamkow as Class I directors. Each will serve a term expiring at the 2029 annual meeting of stockholders and continue until a successor is duly elected and qualified, following standard board election practices.

Did SSNC stockholders approve executive compensation on a say-on-pay basis?

Yes. Stockholders approved a non-binding advisory vote on compensation for SS&C’s named executive officers. Votes were 174,257,337 for, 33,615,417 against, and 29,363 abstentions, with 11,654,381 broker non-votes, indicating broad but not unanimous support for the company’s executive pay programs.

Who is SS&C Technologies’ auditor for the year ending December 31, 2026?

Stockholders ratified PricewaterhouseCoopers LLP as SS&C Technologies’ independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote received 209,980,176 shares for, 9,554,471 against, and 21,851 abstentions, confirming continued engagement of the same audit firm.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/22/2026 - 04:06 PM EDT Learn about SEC filing dates

0001402436false00014024362026-05-202026-05-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): May 22, 2026 (May 20, 2026)

SS&C TECHNOLOGIES HOLDINGS INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-34675	71-0987913
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

80 Lamberton Road, Windsor, CT	06095
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (860) 298-4500

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

☐	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))

Indicate by check mark whether the registrant is an emerging growth company 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. ☐

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $0.01 per share	SSNC	The Nasdaq Global Select Market

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Annual Meeting of Stockholders of SS&C Technologies Holdings, Inc. (the “Company”) held on May 20, 2026 (the “Annual Meeting”), the Company’s stockholders approved the adoption of the SS&C Technologies Holdings, Inc. Third Amended and Restated 2023 Stock Incentive Plan (the “Third A&R 2023 Plan”) to increase the number of shares reserved for issuance under the Third A&R 2023 Plan by 10,000,000 shares of common stock of the Company. The Company’s Board of Directors (the “Board”) approved the adoption of the Third A&R 2023 Plan on March 11, 2026, subject to approval by the Company’s stockholders at the Annual Meeting.

The Third A&R 2023 Plan amends and restates the SS&C Technologies Holdings, Inc. 2023 Second Amended and Restated Stock Incentive Plan, which was previously approved by the Company’s stockholders on May 21, 2025. The principal features of the Third A&R 2023 Plan are described in detail under “Proposal 4 - Approval of SS&C Technologies Holdings, Inc. Third Amended and Restated 2023 Stock Incentive Plan” of the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed by the Company with the Securities and Exchange Commission on April 8, 2026 (the “Proxy Statement”). The full text of the Third A&R 2023 Plan is attached as Appendix B to the Proxy Statement.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders voted on the following proposals and director nominations:

1.The following nominees were elected to the Company’s Board as Class I directors, to serve a term expiring at the 2029 annual meeting of stockholders and until their successors have been duly elected and qualified. The votes cast with respect to the election of the nominees are as follows:

Director Nominee		For		Against		Abstain		Broker Non-Votes
Normand A. Boulanger		189,130,350		10,740,140		8,031,627		11,654,381
David A. Varsano		166,765,134		33,105,141		8,031,842		11,654,381
Michael J. Zamkow		186,910,160		12,959,380		8,032,577		11,654,381

2.A non-binding, advisory vote on the compensation of the Company’s named executive officers was approved. The votes cast with respect to this matter are as follows:

For		Against		Abstain		Broker Non-Votes
174,257,337		33,615,417		29,363		11,654,381

3.The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026. The votes cast with respect to this proposal are as follows:

For		Against		Abstain
209,980,176		9,554,471		21,851

4.Approval of the SS&C Technologies Holdings, Inc. Third Amended and Restated 2023 Stock Incentive Plan. The votes cast with respect to this matter are as follows:

For		Against		Abstain		Broker Non-Votes
177,696,046		30,180,122		25,949		11,654,381

No other matters were submitted for stockholder action.

Item 8.01. Other Events

On May 21, 2026, the Company announced that its Board of Directors (“Board”) has authorized a renewal of its stock repurchase program, which will enable the Company to repurchase up to $1.5 billion in aggregate of the Company’s outstanding shares of common stock. Under the renewed and increased program, the Company’s proposed repurchases may be made from time to time in one or more transactions on the open market or in privately negotiated purchase and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations promulgated under Securities Exchange Act of 1934, as amended. The timing and amount of any shares repurchased will be determined by the Company’s management based on its evaluation of market conditions and other factors. Repurchases may also be made under a Rule 10b5-1 plan,

which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The repurchase program may be suspended or discontinued at any time. Any repurchased shares will be available for use in connection with the Company’s stock plans and for other corporate purposes. The Company’s authority to repurchase shares under the renewed program shall continue until the one-year anniversary of the Board’s authorization, unless terminated by the Board.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1	Press Release, issued by the Company on May 21, 2026.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

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

		SS&C TECHNOLOGIES HOLDINGS, INC.
Date: May 22, 2026		By:	/s/ Jason White
			Jason White
			Senior Vice President, General Counsel and Secretary

Exhibit 99.1

SS&C Announces $1.5 Billion Stock Repurchase Program, Common Stock Dividend of $0.27 Per Share

WINDSOR, CT, May 21, 2026 /Business Wire/ -- SS&C Technologies Holdings, Inc. (Nasdaq: SSNC) today announced its Board of Directors has authorized a renewal of its stock purchase program. The program enables the Company to repurchase up to $1.5 billion in aggregate of the Company’s outstanding shares of common stock.

Under the renewed program, the Company’s proposed repurchases may be made from time to time in one or more transactions on the open market or in privately negotiated purchase and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended.

The timing and amount of any shares repurchased will be determined by the Company's management based on its evaluation of market conditions and other factors. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The repurchase program may be suspended or discontinued at any time. Any repurchased shares will be available for use in connection with the SS&C's stock plans and for other corporate purposes. The Company's authority to repurchase shares under the renewed program shall continue until the one year anniversary of the Board's authorization, unless earlier terminated by the Board.

The Board also approved a quarterly dividend payout of $0.27 per share, consistent with its quarterly dividend policy. The dividend is payable June 15, 2026, to stockholders of record as of the close of business on June 1, 2026.

“SS&C has a strong business model and robust pipelines of opportunities, with AI as a structural tailwind for our business. We believe the current share price undervalues SS&C’s financial strength and future prospects,” said Bill Stone, Chairman and Chief Executive Officer, SS&C Technologies. “Capital allocation to maximize shareholder value remains our priority. We will use the cash flow to pay out our dividend, opportunistically repurchase stock and pay down debt, while maintaining the flexibility to pursue high-quality accretive acquisitions.”

About SS&C Technologies

SS&C is a global provider of services and software for the financial services and healthcare industries. Founded in 1986, SS&C is headquartered in Windsor, Connecticut, and has offices around the world. More than 23,000 financial services and healthcare organizations, from the world's largest companies to small and mid-market firms, rely on SS&C for expertise, scale and technology.

SOURCE: SS&C

Additional information about

SS&C (Nasdaq: SSNC) is available at www.ssctech.com.

Follow SS&C on Twitter, LinkedIn and Facebook.

For more information

Brian Schell | Chief

Financial Officer, SS&C

Technologies

Tel: +1-816-642-0915| E-mail:

InvestorRelations@sscinc.com

Justine Stone | Investor

Relations, SS&C Technologies

Tel: +1- 212-367-4705 | E-mail:

InvestorRelations@sscinc.com

Chand Madaka │Investor Relations, SS&C Technologies

Tel: +1-908-845-1259 │E-mail: InvestorRelations@sscinc.com

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 19.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 31.2 KB