Form 8-K

8-K — AGILYSYS INC

Accession: 0001193125-26-318055

Filed: 2026-07-27

Period: 2026-07-27

CIK: 0000078749

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — agys-20260727.htm (Primary)

EX-99.1 (agys-ex99_1.htm)

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8-K

8-K (Primary)

Filename: agys-20260727.htm · Sequence: 1

8-K

0000078749false00000787492026-07-272026-07-27

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): July 27, 2026

AGILYSYS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

000-5734

34-0907152

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

3655 Brookside Parkway, Suite 300

Alpharetta, Georgia

30022

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (770) 810-7800

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:

☐

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

☐

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

☐

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

☐

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

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, without par value

AGYS

Nasdaq Global Select Market

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 27, 2026, Agilysys, Inc. issued a press release announcing its results for fiscal 2027 first quarter. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information contained in this report as well as in Exhibit 99.1 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits. The following item is furnished as an exhibit to this current report on Form 8-K:

Exhibit

Number

Description

99.1

Press release issued by Agilysys, Inc. dated July 27, 2026, announcing its results for the first quarter and period ended June 30, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 thereunto duly authorized.

Company Name

Date: July 27, 2026

By:

/s/ William David Wood III

William David Wood III

Chief Financial Officer

(Principal Financial Officer)

EX-99.1

Filename: agys-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

AGILYSYS ANNOUNCES RECORD REVENUE OF $87.7M IN FISCAL 2027 FIRST QUARTER

Quarter Adjusted EBITDA of 20.8% and Adjusted EPS of $0.49

Raises Full-Year Fiscal 2027 Guidance Levels: Total Revenue Range to $368M to $373M and

Subscription Revenue Growth to At Least 32%

ALPHARETTA, GA – July 27, 2026 - Agilysys, Inc. (NASDAQ: AGYS), a leading global provider of hospitality software solutions and services, today reported results for its fiscal 2027 first quarter ending June 30, 2026.

Summary of Fiscal 2027 First Quarter Financial Results

•

Total net revenue increased 14.3% to a record $87.7 million compared to total net revenue of $76.7 million in the comparable prior-year period.

•

Recurring revenue (comprising subscription and maintenance charges) was a record $57.7 million, or 65.9% of total net revenue, compared to $48.6 million, or 63.4% of total net revenue for the same period in fiscal 2026. Subscription revenue increased 26.1% year-over-year and was 69.7% of total recurring revenue compared to 65.6% of total recurring revenue in the first quarter of fiscal 2026.

•

Gross margin was 63.5% in the fiscal 2027 first quarter compared to 61.7% in the comparable prior-year period.

•

Net income in the fiscal 2027 first quarter was $9.0 million, or $0.32 per diluted share, compared to $4.9 million, or $0.17 per diluted share, in the comparable prior-year period.

•

Adjusted EBITDA (non-GAAP) was $18.3 million compared to $12.5 million in the comparable prior-year period (reconciliation included in financial tables).

•

Adjusted diluted EPS (non-GAAP) was $0.49 per share in the fiscal 2027 first quarter compared to $0.33 per share in the comparable prior-year period (reconciliation included in financial tables).

•

Free cash flow (non-GAAP) in the fiscal 2027 first quarter was $7.3 million compared to free cash flow of $(5.0) million in the fiscal 2026 first quarter (reconciliation included in financial tables). Ending cash balance was $123.7 million compared to ending cash balance of $116.9 million as of fiscal 2026 year-end.

Ramesh Srinivasan, President and CEO of Agilysys, commented, “Q1 Fiscal 2027 was another good quarter with the overall business fundamentals making excellent progress. Revenue was a record $87.7 million, the 18th consecutive record revenue quarter, driven by subscription growth of 26% and record professional services revenue of $19.6 million.

The appetite for modern technology solutions continues to be high in the hospitality industry. The combined strengths of our ecosystem of software solutions and recently added AI powered feature sets are yielding excellent sales and adoption results. Q1 Fiscal 2027 was another highly successful sales quarter, the best ever Q1 sales period, driving backlog levels to record highs.

We are pleased to see the business continuing to achieve growth and profitability results ahead of original expectations. As a result, we are raising full fiscal year total revenue expectation to be in the range of $368 million to $373 million driven by year-over-year subscription revenue growth of at least 32%, from the original guidance of $365 million to $370 million and at least 30% subscription revenue growth. Adjusted EBITDA expectation remains at 24% of revenue for the full fiscal year, providing adequate room for any potential additional strategic business investment needs” Srinivasan concluded.

Fiscal 2027 Outlook

The Company is raising full year subscription revenue growth guidance of at least 30% year-over-year to at least 32% and full year fiscal 2027 total revenue to be $368 million to $373 million. Adjusted EBITDA expectations remain at 24% of revenue for the full fiscal year.

Dave Wood, Chief Financial Officer, commented, “We have hit the ground running in Fiscal 2027. The business plan execution for the year is slightly ahead of target due to sales velocity and project implementation progress. We are pleased to be in a position after the first financial quarter to increase our full year expectations as a result of execution successes seen thus far.

The Agilysys teams continue to remain dedicated to executing at elevated levels to support our customers, resulting in continued profitable growth momentum in our business.”

2027 First Quarter Conference Call and Webcast

Agilysys is hosting a conference call and webcast today, July 27, 2026, at 4:30 p.m. ET. Both the call and the webcast are open to the public. Interested parties can register for the call at https://register-conf.media-server.com/register/BIedfac83ebf394cbfa8e9e2c5958f0734. After registration, an email confirmation with a personalized PIN will be provided along with further access details. Please plan to register 15 minutes prior to the presentation to receive confirmation and further instruction in a timely manner.

Interested parties can also access the conference call live through the Events and Presentations section of the Investor Relations page of Agilysys.com. Approximately two hours after the call has concluded, an archived version of the webcast will be available for replay at the same location.

Forward-Looking Language

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “outlook,” “forecast,” “preliminary,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “would,” “could,” “should,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, our revenue, subscription revenue and Adjusted EBITDA guidance for the 2027 fiscal year.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated herein and in other filings and statements include, among others, the impact macroeconomic factors may have on the overall business environment, our ability to achieve our fiscal 2027 guidance, maintaining sales momentum, the company's ability to convert the backlog into revenue, and the Risk Factors described in the Company’s filings with the Securities and Exchange Commission, including the Company’s reports on Form 10-K and Form 10-Q. Additionally, references to "record" financial and business levels in this document refer only to the time period after Agilysys made the transformation to an entirely hospitality focused software solutions company in FY2014.

Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement that may be made from time to time, whether written or oral, whether as a result of new information, future developments or otherwise.

Use of Non-GAAP Financial Information

To supplement the unaudited consolidated financial statements presented in accordance with U.S. GAAP in this press release, certain non-GAAP financial measures as defined by the SEC rules are used. These non-GAAP financial measures include EBITDA, Adjusted EBITDA, adjusted net income, adjusted basic earnings per share, adjusted diluted earnings per share and free cash flow. Management believes that such information can enhance investors’ understanding of the Company’s ongoing operations.

The Company has included the following non-GAAP financial measures in this press release: adjusted net income, adjusted basic earnings per share and adjusted diluted earnings per share. The Company believes these non-GAAP financial measures provide valuable insight into the Company’s overall profitability from core operations before certain non-cash and non-recurring charges. The Company defines adjusted net income as net income before amortization expense (including amortization of developed technology), share-based compensation, other (gains) and charges, net, and legal settlements, less the related income tax effect of these adjustments, as applicable, at the Company's current combined federal and state income statutory tax rate and tax events as defined in the accompanying tables and defines adjusted earnings per share as adjusted net income divided by basic and diluted weighted average shares outstanding.

See the accompanying tables below for the definitions and reconciliation of these non-GAAP measures to the most closely related GAAP measures.

About Agilysys

Agilysys delivers state-of-the-art software and services built exclusively for hospitality, helping organizations go beyond traditional property management (PMS), point-of-sale (POS), and food and beverage inventory and procurement systems. Its best-in-class solutions operate independently or as a unified ecosystem that connects data and workflows across an operation, property or enterprise. Powered by intelligent guest profiles, data-driven capabilities, and embedded artificial intelligence (AI), Agilysys is architected on a unified data model with a single set of APIs that create shared operational memory across all systems, enabling guest-specific insights to be acted on in real time at any touchpoint. Agilysys delivers advantage through pace and integration, transforming hospitality technology from a system of record into a system of action that accelerates innovation and the rapid delivery of new capabilities. Agilysys serves a 100% hospitality customer base, including hotels and resorts, casinos, cruise lines, corporate and campus dining, healthcare, senior living, and entertainment venues worldwide. Agilysys operates across the Americas, Europe, the Middle East, Africa, Asia-Pacific, and India with headquarters located in Alpharetta, GA. For more information visit Agilysys.com.

# # #

Investor Contact:

Jessica Hennessy

Vice President Investor Relations & Operations

Agilysys, Inc.

770-810-6116 or investorrelations@agilysys.com

- Financial tables follow -

AGILYSYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

Three Months Ended

June 30,

(In thousands, except per share data)

2026

2025

Net revenue:

Subscription and maintenance

57,742

48,623

Professional services

19,593

18,098

Products

10,342

9,954

Total net revenue

87,677

76,675

Cost of goods sold:

Subscription and maintenance

12,726

9,983

Professional services

12,661

13,199

Products

6,633

6,199

Total cost of goods sold

32,020

29,381

Gross profit

55,657

47,294

Gross profit margin

63.5

61.7

Operating expenses:

Product development

20,245

17,454

Sales and marketing

12,195

11,793

General and administrative

11,111

10,755

Depreciation of fixed assets

826

944

Amortization of internal-use software and intangibles

1,427

1,457

Other (gains) charges, net

115

256

Legal settlements, net

—

114

Total operating expense

45,919

42,773

Operating income

9,738

4,521

Other income (expense):

Interest income

990

447

Interest expense

(70

)

(217

)

Other income (expense), net

153

Income before taxes

10,811

4,849

Income tax provision (benefit)

1,819

(41

)

Net income

8,992

4,890

Weighted average shares outstanding - basic

28,102

27,794

Net income per share - basic:

0.32

0.18

Weighted average shares outstanding - diluted

28,420

28,289

Net income per share - diluted:

0.32

0.17

AGILYSYS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

June 30,

2026 (Unaudited)

March 31,

2026

ASSETS

Current assets:

Cash and cash equivalents

123,709

116,894

Accounts receivable, net of allowance for expected credit losses

of $777 and $1,105, respectively

36,648

43,069

Contract assets

4,663

4,438

Inventories

7,929

7,529

Prepaid expenses and other current assets

9,448

12,201

Total current assets

182,397

184,131

Property and equipment, net

13,374

13,950

Operating lease right-of-use assets

13,398

13,823

Goodwill

131,553

133,908

Intangible assets, net

63,795

66,359

Deferred income taxes, non-current

56,748

58,069

Other non-current assets

11,580

11,288

Total assets

472,845

481,528

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable

12,634

12,445

Contract liabilities

72,867

83,009

Accrued liabilities

13,961

24,333

Operating lease liabilities, current

5,318

5,323

Total current liabilities

104,780

125,110

Deferred income taxes, non-current

9,935

10,144

Operating lease liabilities, non-current

13,125

13,721

Other non-current liabilities

6,678

5,762

Commitments and contingencies

Shareholders' equity:

Common shares, without par value, at $0.30 stated value; 80,000,000

shares authorized; 33,342,288 shares issued; and 28,195,558

and 28,166,478 shares outstanding at June 30, 2026

and March 31, 2026, respectively

10,003

Treasury shares, 5,146,730 and 5,175,840 at June 30, 2026

and March 31, 2026, respectively

(1,545

)

(1,554

)

Capital in excess of stated value

137,594

131,632

Retained earnings

208,763

199,771

Accumulated other comprehensive loss

(16,488

)

(13,061

)

Total shareholders' equity

338,327

326,791

Total liabilities and shareholders' equity

472,845

481,528

AGILYSYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

Three Months Ended

June 30,

(In thousands)

2026

2025

Operating activities

Net income

8,992

4,890

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation of fixed assets

826

944

Amortization of internal-use software and intangibles

1,427

1,457

Amortization of developed technology acquired

166

Deferred income taxes

1,291

(556

)

Share-based compensation

5,988

5,029

Changes in operating assets and liabilities

(10,857

)

(16,276

)

Net cash provided by (used in) operating activities

7,833

(4,346

)

Investing activities

Capital expenditures

(520

)

(633

)

Net cash used in investing activities

(520

)

(633

)

Financing activities

Debt repayments

—

(12,000

)

Repurchase of common shares to satisfy employee tax withholding

(419

)

(924

)

Net cash used in financing activities

(419

)

(12,924

)

Effect of exchange rate changes on cash

(79

)

426

Net increase (decrease) in cash and cash equivalents

6,815

(17,477

)

Cash and cash equivalents at beginning of period

116,894

73,041

Cash and cash equivalents at end of period

123,709

55,564

AGILYSYS, INC.

RECONCILIATION OF NET INCOME TO EBITDA AND ADJUSTED EBITDA

(UNAUDITED)

Three Months Ended

June 30,

(In thousands)

2026

2025

Net income

8,992

4,890

Income tax provision (benefit)

1,819

(41

)

Income before taxes

10,811

4,849

Depreciation of fixed assets

826

944

Amortization of internal-use software and intangibles

1,427

1,457

Amortization of developed technology acquired

166

Interest expense (income), net

(920

)

(230

)

EBITDA (a)

12,310

7,186

Share-based compensation

5,988

5,029

Other (gains) charges, net

115

256

Other non-operating (income) expense, net

(153

)

(98

)

Legal settlements, net

—

114

Adjusted EBITDA (b)

18,260

12,487

(a) EBITDA, a non-GAAP financial measure, is defined as net income before income taxes, interest income (net of interest expense), depreciation and amortization (including amortization of developed technology)

(b) Adjusted EBITDA, a non-GAAP financial measure, is defined as net income before income taxes, interest income (net of interest expense), depreciation and amortization (including amortization of developed technology), and excluding charges relating to i) share-based compensation, ii) other (gains) and charges, net, iii) other non-operating expense (income), and iv) legal settlements

AGILYSYS, INC.

RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME FOR ADJUSTED EARNINGS PER SHARE

(UNAUDITED)

Three Months Ended

June 30,

(In thousands, except per share data)

2026

2025

Net income

8,992

4,890

Amortization of developed technology acquired

166

Amortization of internal-use software and intangibles

1,427

1,457

Share-based compensation

5,988

5,029

Other (gains) charges, net

115

256

Legal settlements

—

114

Tax events (a)

(864

)

(1,025

)

Income tax adjustments

(1,829

)

(1,602

)

Adjusted net income (b)

13,995

9,285

Basic weighted average shares outstanding

28,102

27,794

Diluted weighted average shares outstanding

28,420

28,289

Adjusted basic earnings per share (c)

0.50

0.33

Adjusted diluted earnings per share (c)

0.49

0.33

(a) Tax events include excess tax benefits or expense related to share-based compensation, release of valuation allowances against deferred income taxes, and changes in uncertain tax positions

(b) Adjusted net income, a non-GAAP financial measure, is defined as net income before amortization expense (including amortization of developed technology), share-based compensation, other (gains) and charges, net, and legal settlements, less the related income tax effect of these adjustments, as applicable, at the Company’s current combined federal and state income statutory tax rate and, as defined under (a) above, tax events

(c) Adjusted earnings per share, a non-GAAP financial measure, is defined as adjusted net income divided by basic and diluted weighted average shares outstanding

AGILYSYS, INC.

RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW

(UNAUDITED)

Three Months Ended

June 30,

(In thousands)

2026

2025

Net cash provided by (used in) operating activities

7,833

(4,346

)

Capital expenditures

(520

)

(633

)

Free cash flow (a)

7,313

(4,979

)

(a) Free cash flow, a non-GAAP financial measure, is defined as net cash provided by operating activities, less capital expenditures

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+ References

No definition available.

+ Details

Name:

dei_EntityInformationFormerLegalOrRegisteredName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

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Balance Type:

Period Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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