3/5/2026

speaker
Operator
Conference Call Operator

Good day and thank you for standing by. Welcome to the OTC Markets Group fourth quarter and full year 2025 earnings conference call and webcast. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you'll need to press star 1 1 on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star 1 1 again. Please be advised that today's conference is being recorded. I'd now like to hand the conference over to your speaker today, Dan Zinn, General Counsel and Chief of Staff. Please go ahead.

speaker
Dan Zinn
General Counsel and Chief of Staff

Thank you, operator. Good morning, and welcome to the OTC Markets Group fourth quarter and year-end 2025 earnings conference call. With me today are Cromwell Coulson, our President and Chief Executive Officer, and Antonia Georgieva, our Chief Financial Officer. Today's call will be accompanied by a slide presentation. Our earnings press release and the presentation are each available on our website. Certain statements during this call and in our presentation may relate to future events or expectations and, as such, may constitute forward-looking statements. Actual results may differ materially from these forward-looking statements. Information concerning risks and uncertainties that may impact our actual results is contained in the risk factors section of our 2025 annual report, which is also available on our website. For more information, please refer to the Safe Harbor Statement on slide three of the earnings presentation. With that, I would like to turn the call over to Cromwell Coulson.

speaker
Cromwell Coulson
President and Chief Executive Officer

Thank you, Dan. Good morning, everyone, and thank you for joining us. I will begin by reviewing our year-end 2025 results at a high level, and will then turn to our priorities for 2026. For the full year 2025, gross revenues grew 13%, bringing us to over $125 million for the first time in our history, while our net revenues grew by 12%. The company achieved double-digit gains across all four quarters last year, with each business line contributing to our strong results. For the year, OTC Link was up 17%. market data increased 15% and corporate services was up 8%. OTC Link's performance primarily resulted from increased trading volume across our markets. In times of increased market activity, we focus on providing reliable service trusted by our broker-dealer subscribers, meeting that standard across all of our ATSs is a direct result of the hard work and dedication of our business, infrastructure, and technology teams. Market data benefited primarily from price increases that took effect at the start of 2025, supported by new sales in certain product areas. While pricing power is a critical part of long-term competitiveness, especially in inflationary environments, we prioritize consistently adding value to our subscribers, expanding our distribution networks, signing new clients, and growing unit counts. While not materially impactful to our revenue during 2025, our OTC link and market data teams established the foundation of our overnight trading business. MoonATS, which facilitates overnight trading in exchange-listed securities gained traction in the fourth quarter as a result of our teams onboarding subscribers and educating the global trading community. The momentum in NMS Securities on Moon and the lessons learned will serve us well as securities markets move to 24-5 and longer. Our corporate services business not only delivered solid revenue growth for the year, but also ended the year with 17% revenue growth in the fourth quarter. These increases resulted from the success of our OTCID basic market, launched in July, as well as price increases and strong new sales in our OTCQX and OTCQB markets. Over the long term, our corporate services business remained strategically focused on client success and retention. helping connected companies close the investor and broker information experience gap with exchange listed securities. Our operating expenses also increased last year, up 7%. Compensation and benefits remain the largest components of our expense base as we continue to invest in our people. I'm grateful for the hard work and dedication of our colleagues and thrilled that our trajectory last year reflects each person's contributions. With revenue growing faster than expenses last year, our operating margin also rose back above 31% for the year. We remain committed to achieving sustainable growth over the long term. Overnight trading and the OTCID basic market were our primary strategic initiatives during 2025. Although our work on each is far from over, I am pleased with our progress thus far. On overnight trading, Moon ATS saw a substantial increase in volume traded during the fourth quarter as our broker-dealer subscribers used the system to trade thousands of exchange-listed securities between 8 p.m. and 4 a.m. We faced significant competition in this space. with one established player already controlling a majority of the market share and a listing exchange is planning to enter the space as early as this year. In this increasingly competitive landscape, we believe that MoonATS offers an elegant, reliable, and cost-effective solution for our current subscribers and an opportunity to expand and scale our network. Our overnight trading initiative is also focused on educating and onboarding subscribers to our OTC overnight market. Although we have not yet had trading take place in this market, the OTC space is where we can offer a unique value proposition. Over 12,000 OTC securities trade on our daytime markets, and more than 9,000 of those are non-US. Providing global investors access to these securities during hours more convenient for non-U.S. time zones remains a key part of our vision for overnight trading. Our second priority initiative last year was the OTCID basic market. Following its launch, OTCID experienced a rapid uptake. as qualifying companies chose our services to publish a baseline of ongoing information. It is well aligned with our strategy of connecting more companies to their U.S. trade and market to improve market quality one security at a time. OTC ID enhances our offerings for corporate clients, filling a gap below the premium OTCQX and OTCQB markets. With a disclosure and management certification driven service, OTC ID allows more companies to connect without the price, float, or financial requirements of our higher level markets. It is a simple entry point for companies to start to stream information, gain a foothold of liquidity, or test the waters. We have designed our premium markets to provide the functionality for connected companies to supply data that will improve the quality of the market for their securities. In comparison with Pink Limited Securities, our objective is to clearly flag risks. Investor-focused companies need to be actively connected to the market, consistently updating investors with management teams willing to certify compliance with regulations. Otherwise, Gaps in communication can lead to information asymmetries, disruptive corporate actions, and discounted valuations that diminish their market quality. The connected companies are OTCQX, OTCQB, and OTCID markets represented approximately 25% of all securities traded on our platforms at the end of 2025. and contributed roughly 31% of the dollar volume traded on our markets during the fourth quarter. A primary focus is to increase the percentage of connected companies and related dollar volume on our markets. When we empower public companies to connect to our corporate services, actively publish ongoing information, and demonstrate global governance standards our markets become better informed and more efficient. These are the core activities that improve the quality of each company's individual trading market, open up more investor accounts, and expand overall investor interest. As we move these metrics higher, we will improve overall market quality and further separate companies on our premium markets from the imperfections and inefficiencies of securities orphaned on our pink limited market. Preparing for the introduction of tokenized and digital asset securities into our markets is another strategic priority for 2026. As the SEC and Congress continue their work to provide regulatory clarity in these areas, it is vital that we prepare to support our FINRA member broker dealer market data customers and other market participants as they innovate around these new technologies. We also continue to advocate for modernizing digital asset regulation without undermining market integrity. We believe a technology-neutral approach rooted in existing regulatory principles will foster responsible growth, prevent regulatory arbitrage, and reinforce confidence in U.S. market structure. Our regulatory priorities extend further with a particular focus on capital formation, state blue sky laws, and disclosure-based initiatives that will improve the often overlooked market functionality that provides the backbone of our capital markets. Being public should not be painful and we need to both lower the burdens on public companies and increase the benefits. We have achieved 50 state blue sky compliance for our own shares. So we will use that knowledge to efficiently map the path to national compliance for our corporate clients. International companies on our markets and the dollar volume traded in these companies has trended higher in recent years. This is due to a number of factors, including our premium markets for issuers, improved broker-dealer trading functionality across our ATSs, increased access to our market data, and targeted outreach by our corporate services team.

speaker
Moon

Continuing to grow our international presence

speaker
Cromwell Coulson
President and Chief Executive Officer

remains a key objective for 2026. We are focused on educating non-US companies about how best to use our market structure, data and disclosure tools to connect with more investors and build their brands in the US. I look forward to updating you on our progress with each of our 2026 core initiatives throughout the year. We have a long history of paying regular quarterly dividends and a special dividend at the end of the year. It is a conservative strategy that gives us operational flexibility and financial resilience. In reviewing companies with similar strategies, we have decided to increase our quarterly dividend to better balance the ratio between quarterly and special dividends. We will also look to opportunistically resume buying back shares in the public market. As such, I'm pleased to announce that on March 2nd, our board of directors declare a quarterly dividend of 30 cents per share payable later this month. This dividend reflects our ongoing commitment to providing superior shareholder returns. With that, I will turn the call over to Antonia.

speaker
Antonia Georgieva
Chief Financial Officer

Thank you, Cromwell, and thank you, everyone, for joining us today. I would like to start by thanking our entire OTC Markets team for driving our business to record revenue and for the successful execution of our key projects for 2025. I will now review our results for the fourth quarter and year ended December 31st, 2025. Any references made to prior period comparatives refer to the fourth quarter or the year ended December 31st, 2024. A review of our fourth quarter results is included on page seven. We generated $32.7 million in gross revenues, up 15% as compared to the prior year period. Revenues less transaction-based expenses were also up 15%. OTC Link's gross revenues increased 7%, driven by a 12% increase in transaction-based revenues from OTC Link ECM and OTC Link NQB, with MoonATF contributing, as we benefited from a higher number of shares traded on those platforms. As an offset, transaction-based expenses also increased 12%. Additionally, OTC Link saw a 6% increase in usage-based revenues, including OTC Link ATS messages due to a higher number of messages and the quote access payment service due to the increased volume of trading activity. Trading volumes remain highly unpredictable and could decline in the future. OTC Link finished the fourth quarter with 117 subscribers on OTC Link ECM and 77 subscribers on OTC Link ATS compared to 114 and 82 respectively at the end of the prior year. RTC Link had 145 unique subscribers to our ITSs at the end of 2025, up four from the end of 2024. Revenues from market data licensing increased 17% quarter-over-quarter, reflecting a 25% increase in redistributor-based revenues, 14% increase in revenues from direct-sold licenses, and 3% increase in revenues from data and compliance solutions. Within redistributor-based revenues, professional user revenues increased 32%, primarily due to price increases from the beginning of 2025, combined with a 3% increase in professional user count. Nonprofessional user revenues declined 4% as a result of an 18% reduction in reported nonprofessional users, which more than offset the impact of the price increases. Historically, in the normal course of business, we have seen significant changes in the number of nonprofessional users as market volumes and retail participation on our market fluctuate, and we may experience further decline in the future. Broker dealer enterprise licenses and internal system licenses drove the growth in direct sold licenses. Broker dealer enterprise license revenues increased due to the combined effect of price increases and subscriber growth. while internal system license revenues increased due to subscriber growth. Increased revenues from data services and the Blue Sky data product contributed to overall growth in data and compliance solutions revenue, partially offset by lower revenue from Edgar Online. Corporate services revenues increased 17% in the fourth quarter. The impact of annual incremental pricing adjustments effective January 1, 2025 and improved sales, combined with a steady average number of OTCQX companies, resulted in an 8% increase in OTCQX revenues. OTCQB revenues increased 11% due to the same factors combined with a higher number of companies on the OTCQB market. In the fourth quarter, we added 41 OTCQX companies compared to 22 in the prior quarter and finished the period with 574 OTCQX companies up 1%. On OTCQB, we added 71 new companies in the fourth quarter compared to 61 in the prior year period and finished the quarter with 1,106 OTCQB companies up 5%. The launch of OTC ID on July 1st, 2025 resulted in a substantial number of PIN companies upgrading to OTC ID and receiving access to DNS as a result. In addition, select PIN limited companies also choose to subscribe to DNS. The resulting increase in DNS subscribers combined with price increases from the beginning of the year drove a 55% increase in related revenues compared to the prior year period. As of December 31st, 2025, 1,052 companies traded on the OTCID basic market, up from 1,035 companies at launch on July 1st, 2025. Overall, we had a combined 1,508 OTCID companies and pink limited subscribers to DNS and other products at the end of the fourth quarter, representing a 13% increase from 1,338 companies at the end of the prior year period. Month-to-month variability in our corporate services subscribers is driven by new sales, offset by non-renewals, corporate events, and compliance downgrades. Turning to page 8 for our full year results. In 2025, we generated gross revenues of $125.3 million, up 13%. OTC Link revenues increased 17%, driven by the same factors as previously mentioned. Transaction-based expenses increased 39%. Market data licensing revenues increased 15%, also driven by the same factors as previously discussed. with nonprofessional user revenue increasing 1% for the full year due to price increases offsetting the decline in nonprofessional user count. Corporate services revenues increased 8%, with 4% and 6% increase in revenues from our OTCQX and OTCQB markets, as well as 29% increase in revenue from the OTCID market and the DNS product, driving the overall increase. During 2025, we added 137 new companies to OTCQX compared to 83 in the prior year. And 293 new companies to OTCQB compared to 190 in the prior year. The retention rate for the annual OTCQX subscription period that began on January 1st, 2025 was 96% compared to 93% for the prior year. The net increase of seven in OTCQX companies reflects the 137 new sales partially offset by 130 OTCQX removals. For the annual OTCQX subscription period beginning January 1st, 2026, we achieved a 95% retention rate.

speaker
Edgar Online

Turning now to expenses on page nine.

speaker
Antonia Georgieva
Chief Financial Officer

On a quarter-over-quarter basis, operating expenses increased by 6%. The primary drivers were a 6% increase in compensation and benefits and a 9% increase in each IT infrastructure information services cost and professional and consulting fees. Compensation and benefits comprise 61% of our total operating expenses during the fourth quarter unchanged from the prior year period. In the fourth quarter, income from operations increased 32%, while net income and diluted earnings per share each increased 28%. Operating profit margin expanded to 36.3% compared to 31.6% in the prior quarter. On a year-over-year basis, on page 10, operating expenses were up 7%, driven by similar factors. Compensation and benefits comprised 63% of our total expense base in 2025 compared to 64% in the prior year. Turning to page 11. For the full year, income from operations increased 19% and net income increased 14%. Operating margin expanded to 31.5% compared to 29.9% in the prior year. Our diluted earnings per share increased commensurately to $2.58 per share compared to $2.26 per share. In addition to certain GAAP and other measures, management utilizes adjusted EBITDA, a non-GAAP measure which excludes non-cash stock-based compensation expenses. Our adjusted EBITDA was $47.6 million for the full year 2025 and our adjusted diluted earnings were $3.94 per share, each up 15% compared to the prior year. Cash flows from operating activities for 2025 amounted to $48.6 million, and free cash flows were $48.4 million compared to $32.9 million and $31.6 million in the prior year, respectively. Turning to page 12. During 2025, we returned a total of $32.6 million to investors in the form of dividends and through our stock buyback program, a 10% increase from the prior year primarily related to an increase in the special dividend. We remain focused on growing our business and delivering long-term value to our stockholders. With that, I would like to thank everyone for your time and pass it back to the operator to open the line for questions.

speaker
Operator
Conference Call Operator

As a reminder, if you'd like to ask a question at this time, please press star 11 on your telephone and wait for your name to be announced. To withdraw your question, please press star 11 again. Our first question comes from Steve Silver with Argus Research Corp.

speaker
Steve Silver
Analyst, Argus Research Corp

Thank you, operator, and good morning, everybody. Thanks for taking the questions. You had mentioned that you're looking to build on the momentum in corporate services in 2026, and there were a lot of new companies added to OTCQX and QB, but a lot of that was offset by companies leaving as well. I'm just curious as to your high-level thoughts on momentum in corporate services, given the flow of of companies coming on and off those exchanges over time, or markets, rather?

speaker
Cromwell Coulson
President and Chief Executive Officer

Yes, Steve. I think that's a very good question. Every subscription business deals with churn, and there's different reasons for churn. Clients get taken over. Clients go to competitors. Clients have financial distress. And so targeting how we are selling our services into securities that have a foothold of trade and liquidity in the US and educating and engaging those companies to use the corporate services tools we've built to create better information on investor screens and better data and brokers machines to really close the gap in functionality from the user perspective with exchange listed securities. And then there's all the activities that once a company takes ownership of a symbol that they can do around their brand, around their current investor base, and around their potential investor base. you know, successful companies over the long term connect share ownership with other communities of consumers, business partners, and that part of it, I think, is for us, is going to be an important position, important strategy going forward. One A bright light is you've seen large issuers joining OTCQX and seeing the value there. And that's, you know, part of it when you used OTC ID to change the conversation is we're addressing churn at the low end by having a product for anybody who can, who is willing to publish and certify information. And, but it brings in other companies wanting to use our full suite.

speaker
Steve Silver
Analyst, Argus Research Corp

Great. And one more, if I may, um, uh, the talk a little bit about increasing visibility into OTC ID and ATS moon, um, contributing to revenues in 2026. Um, but then you mentioned that, uh, OTC overnight, uh, still kind of building that connective tissue and has not yet commenced trading. Is there a timeline for that? Is that anticipated to launch in 2026, or is that still maybe a little further out? Well, it's live.

speaker
Cromwell Coulson
President and Chief Executive Officer

The industry is figuring out NMS overnight. And the real activity is, while it is broad, most of the activity is trading in a narrow list of names. By the bulk of the activity, And it's a big lift for the industry. So the industry is moving thoughtfully forward on that. My belief is that we will see some activity this year. It's a chicken and egg game. But the same brokers trade these during the daytime. So it's moving through the development cues for firms. And it will you know, it will move along. And I've always said we wanted to do NMS because our clients want that now. And what we learned from NMS is going to be incredibly helpful in bringing the complexity of OTC securities into overnight trading.

speaker
Steve Silver
Analyst, Argus Research Corp

Great. Thank you so much for the color and best of luck throughout the year.

speaker
Operator
Conference Call Operator

Our next question comes from Brendan McCarthy with Sidoti.

speaker
Brendan McCarthy
Analyst, Sidoti

Great. Good morning. Congratulations on a strong quarter and a strong year. I just wanted to circle back to the corporate services segment and a follow-up question there on OTCQB, which looks like it had really strong growth in total dollar volume, also very strong growth in dollar volume per security. Is there any noticeable trend going on there?

speaker
Moon

Fannie Mae and Freddie Mac. Bill Ackman's tweets. Got it.

speaker
Brendan McCarthy
Analyst, Sidoti

That makes sense.

speaker
Antonia Georgieva
Chief Financial Officer

Just to add to that, as we launched our OTC ID campaign, that gave us an opportunity to reengage with our entire addressable market for our tiered markets and many of our potential subscribers considered the full lineup of offerings and many ended up opting for higher tiers such as QB as they were being approached to evaluate or consider OTC ID. So we saw some of that upselling contribute to the number of companies and the volume as well.

speaker
Brendan McCarthy
Analyst, Sidoti

That makes sense. I appreciate the additional color there. And on that topic, Antonia, I think I saw OTC ID at just a small drop in subscribers from Q3. Is that primarily due to uplisting or is there anything to read through there?

speaker
Edgar Online

In terms of OTC ID, you will see fairly regular ups and downs.

speaker
Antonia Georgieva
Chief Financial Officer

We have a highly automated process to tag companies as qualifying for OTC ID and around reporting cycles you may see certain companies being somewhat late perhaps in filing or failing to meet any of the criteria that the automated process looks for to tag them as OTC ID. What we do see is that movement month to month. So I wouldn't necessarily read too much into it. We will continue to monitor the trends in ID subscribers over time, but it's too early to say what that trend really looks like and the month-to-month variability has to do with just regular filing cycles and other events that occur at our companies.

speaker
Brendan McCarthy
Analyst, Sidoti

Understood. And I wanted to ask a question on OTC Link. Can you talk about your pricing strategy there? I think I read in the annual report that you're considering potentially competing on price going forward. Can you talk about your pricing strategy and how that plays into your competitive position?

speaker
Cromwell Coulson
President and Chief Executive Officer

Our pricing strategy is a Costco-type strategy, which is subscription-based with quality products on the shelf, and you can, and when you buy volume, you get great value.

speaker
Moon

I mean, we like to make money. We don't like to make as money as the exchanges. Got it. Thanks, Cromwell.

speaker
Brendan McCarthy
Analyst, Sidoti

Last question for me, just wanted to ask about tokenization. It just seems to be a growing topic of discussion across many different industries. We saw ICE announce plans for the New York Stock Exchange to develop a platform for on-chain tokenized securities. Are you taking a similar approach here or are you awaiting regulatory clarity? How can investors think about your stance on the topic?

speaker
Moon

We're very involved in the discussion.

speaker
Cromwell Coulson
President and Chief Executive Officer

So there are a lot of tokenized assets that are not securities. There are not many lawful tokenized securities yet. So there's a lot of different discussions and experiments about how these securities will trade, how efficient such trading will be, what is the cost of such trading. We're deeply involved in discussions with regulators with how do we bring tokenization into the complexity of securities markets, which we have an experience and history of helping brokers trade, publishing data out on them, and assisting issuers in demonstrating their compliance with securities law and helping brokers understand the risks and lawfulness of different securities. All of that complexity is showing up. We will be there with tokenized securities when they are free trading and lawful.

speaker
Moon

Understood. Understood. That's all from me. Thank you.

speaker
Edgar Online

Our next question comes from Walter Hopkins with 18th Square.

speaker
Walter Hopkins
Analyst, 18th Square

Hi, thanks and congrats on the big quarter in the year. First question is just a sort of high level question about the company's overall strategy with organizing the market. Do you think the current state of the market with the addition of OTC ID likely reflects the end state of how OTCM you know, sort of views the organization of the market into OTC, QX, QB, ID, and Pink Limited?

speaker
Cromwell Coulson
President and Chief Executive Officer

Thank you, Walter, for that question. I would say it views our current state. Bringing out OTC ID lets us improve the standards for the higher markets. I would view that standards are always going to be a work in progress. But if you think about the four, and if you add the expert market, five buckets that we place securities in, they're pretty well formed from our perspective. They will be tuned over time. We'll both add and remove standards as we learn. with the ultimate goal of incentivizing the issuers to maximize the amount of information, governance, and compliance that actually improves market quality and their investor experience and the broker experience. Now, OTC Ideas was launched in the middle of last year. It's very new. It seems old to us. However, our user bases are just learning to understand it. So this is a long tail build out. And we have work to do around building the positive momentum of our premium markets. But we also have work to do of educating investors about the reasons for risks and discounts in the pink limited markets and the responsibility lying with the managements of those companies that they've chosen proactively not to do the base level things that a fiduciary for shareholders and a company that wants to be compliant with rules and regulations in all jurisdictions where they operate or they have investors. That's really important. And as we build that out, you know, that understanding across all the different constituencies, the tiered market structure will become more powerful. And, you know, the future is on screens and in machines. That's where our markets are built for. But the information doesn't come directly from us. We need others to buy in. And when they buy in, it becomes more powerful.

speaker
Walter Hopkins
Analyst, 18th Square

Thank you. Next question is about moon. Congrats on creating moon success and traction out of thin air. It seems to kind of follow a tradition at OTCM creating new products that customers value without necessarily investing a lot of capex. I just have a couple questions on it to the extent you're willing to share. It looks like moon daily volume is up significantly so far in Q1. Can you share the sort of run rate that you're seeing so far in the quarter?

speaker
Antonia Georgieva
Chief Financial Officer

We'll start putting out more information about moon volumes in the near term. At that point, you'll be able to see more specific statistics.

speaker
Cromwell Coulson
President and Chief Executive Officer

Okay. Thank you. Walter, the view of platforms is It really takes five years to turn it into a profitable franchise when you're doing the electronic platform business. And so you're doing these steps to gain traction and then you're building out on it. And it is, you know, we've got a great team, but it is a grinding and elbow grease and one-on-one conversations. to really build it out and understand how we can provide unique value to our broker dealer clients on a competitive basis.

speaker
Walter Hopkins
Analyst, 18th Square

Understood. I saw that a competitor suggested that, you know, once you get to break even, that they thought they would see 90% incremental margins above break-even. And I guess just two questions on that. Given the existing broker-dealer network and the sort of upfront investments that came through IT expense, is OTCM already at break-even on the overnight trading side?

speaker
Cromwell Coulson
President and Chief Executive Officer

They have a different understanding. They have a different understanding of transactional businesses than I do. So I wish I had that magic, but we're not so special. We have to work harder. Okay.

speaker
Walter Hopkins
Analyst, 18th Square

And I saw that they also said that they expected, you know, about half of the revenue to come from transaction volume and the other half to come from market data licensing. Is that correct? Does that seem kind of realistic split, seem like a realistic split for OTCM?

speaker
Cromwell Coulson
President and Chief Executive Officer

They have a different view of competitive dynamics in the market data business than I do.

speaker
Moon

Okay. Okay. Understood.

speaker
Walter Hopkins
Analyst, 18th Square

And then the last question is just kind of a technical one. I noticed that the OBVIA, drove the gap taxes up a good bit, but drove down a near-term cash tax payments. So maybe this one's for Antonia. Do you mind?

speaker
Antonia Georgieva
Chief Financial Officer

Sorry, please finish.

speaker
Walter Hopkins
Analyst, 18th Square

Oh, sure. Do you mind just describing what's going on there and what you might expect the medium and long-term effect on cash taxes to be? In other words, you know, what's the normalized effective cash tax rate look like for the company? And is it lower or higher in the past?

speaker
Antonia Georgieva
Chief Financial Officer

Right. I will ask our chief corporate controller, Jeff Chin, to weigh in on this question.

speaker
Jeff Chin
Chief Corporate Controller

Thanks, Antonia. Walter, as you've seen on cash flow, where we disclosed our tax payments over the past three years, and the transit is going down because the OBVB allows a more beneficial deduction on R&D credits. as well as its deductions. So for the next couple years, you will see a very similar trend. And with the adjustments, so there is a lingering tax benefit that will take in 2026, and you will then see a slightly upward trend in income taxes.

speaker
Antonia Georgieva
Chief Financial Officer

Well, for your benefit, the accounting standards were expanded particularly focusing on additional disclosure in the tax notes. So we provide significantly more enhanced disclosure about our GAAP provision for income taxes, as well as cash tax information in the back. If you'd like to review that in our annual filing, it is newly adopted standard, so newly provided enhanced disclosure. We'll be happy to follow up with you with a more thorough discussion, but please review our new tax disclosure in note 14 to the annual report.

speaker
Walter Hopkins
Analyst, 18th Square

Okay, thank you. That's all from me. Thank you all.

speaker
Operator
Conference Call Operator

Our next question comes from Jonathan Isaac with Quilt Investment Management.

speaker
Jonathan Isaac
Analyst, Quilt Investment Management

Hi, thanks for taking my question. Congrats on the quarter. Can you hear me okay?

speaker
Moon

Yes.

speaker
Jonathan Isaac
Analyst, Quilt Investment Management

Great, great. Wondering, can you discuss changes to your capital allocation philosophy? You mentioned in the preamble paying a higher quarterly dividend and better balancing the quarterly and the special dividend. But you also mentioned, and this is music to my ears, by the way, opportunistic buybacks. In the past, buybacks have mostly been used to limit the impact of stock-based compensation, if my memory serves. What specific metrics do you think about when considering opportunistic buybacks, and what influenced you to evolve your capital allocation philosophy?

speaker
Moon

Thanks. Well, Jonathan,

speaker
Cromwell Coulson
President and Chief Executive Officer

we should question everything and then we should look around and see what other successful companies have done, especially ones that tend towards enduring. So, you know, looking, looking at our dividend strategy, looking at our buyback strategy and looking at the ratio from, I took a look at Hermes as a company that builds sustainable value over time. They're a luxury brand product, but they put real value into their products. They're not incredibly greedy about margin, and they've had a special dividend for a long time. Then if you switch over to the financial services industry, the CME is an example, too. And as you and others have pointed out about in the market buybacks is for us the desire to be buying back some shares in the market as well. The challenge with buying back in the market is around, you know, let's say 10% for argument's sake of our stock turns over in a year. Now, I think it's fantastic that we have happy shareholders that don't want to sell. We have a lot of community banks in our market that have the same problem. And I don't think it's actually a problem. I think it's a great thing if you have shareholders who are with you for the long term so that you don't have to run your business quarter to quarter. And the CEO doesn't have to spend a third of their time convincing new people to buy their stock because others are flipping out of it. However, starting to buy back in the market and doing it in a manner that we're not putting our finger on the scale is important. We're a profitable, cash flow positive company. So we will look opportunistically. We do not want to be do it in a manner which, which is, which, uh, couldn't view overwhelming other buyers wanting to come in, but we will be opportunistic. And, you know, we're in a position with our financial strength and cashflow where a mixture of quarterly dividends, special dividends and buying back stock, both as we have to give, you know, employees' consistency around their stock compensation, and as you said, reduced dilution, but also in the market as well. So I think that's kind of how we look at the lens today. And we will, as we move forward and find areas in which we can deploy capital for shareholders, we may adjust it. But if we're creating more capital than we need, we're a big believer in being the kind of company that sends its excess capital back to shareholders because we have a group of very intelligent shareholders who know how to deploy that capital in other areas.

speaker
Jonathan Isaac
Analyst, Quilt Investment Management

Great, thanks. Considering the firm's large cash position, which is rather idiosyncratic for your industry, should we expect the new capital allocation philosophy to potentially result in a lower cash balance or even in a net debt position over time?

speaker
Antonia Georgieva
Chief Financial Officer

Jonathan, one clarification on the cash position, there is a clear and well defined seasonality in our cash position. If you look over the years with the fourth quarter year-end cash position tending to be the largest, considering that we have an annual renewal cycle for our OTC QX subscription that starts in the fourth quarter of the year prior to the new cycle of QX subscription. So we tend to have significant more collections and cash inflow in the fourth quarter, followed usually by a meaningful reduction in the same cash balance by the end of the first quarter in connection with year-end expenses related to incentive compensation and taxes. So it is more appropriate in our view to look at the cash balance as an average over the year or to trace its general evolution quarter to quarter rather than focus exclusively on one particular quarter that happens to be our high point.

speaker
Cromwell Coulson
President and Chief Executive Officer

And Jonathan, you know, there's a course they teach using spreadsheets at Harvard Business School called Everything Looks Better with Leverage. And then every market cycle, there's a school of hard knocks course called Until It Doesn't. Like, we run our books conservatively. Now, if we were to acquire something and we would look at debt, but just leveraging up our balance sheet because it makes the numbers look better isn't really what... I have any interest in the company where I've got the majority of my personal wealth and many of my friends, family, and colleagues here have significant amounts of. It could look better in the short term. Now, if there was a durable cash flow asset that we could buy, that can change. And the companies that you're comparing us to are larger. They have a history in the capital markets. For the most part, they're in the S&P 500, so they have an incredibly low cost of equity capital, and they have a low cost of debt. So, you know, I think that is not something that is in our strategic outlook in any time in the near future.

speaker
Moon

Thanks for taking my questions.

speaker
Edgar Online

That concludes today's question and answer session.

speaker
Operator
Conference Call Operator

I'd like to turn the call back to Cromwell Coulson for closing remarks.

speaker
Moon

Thank you, operator.

speaker
Cromwell Coulson
President and Chief Executive Officer

I want to thank each of you for joining us today. I would encourage you to read our full 2025 annual report, the risk statements, and the earnings press release for more information. Links to both are available on our investor relations page of our website. On behalf of the entire team, we look forward to updating you on our key initiatives that will continue to shape the integrity and competitiveness of the public markets.

speaker
Edgar Online

This concludes today's conference call. Thank you for participating. You may now disconnect.

Disclaimer

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