For the quarterly period ended December 31, 2025OR (Exact Name of Registrant as Specified in its Charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). AGILYSYS, INC. TABLE OF CONTENTS Part I. Financial Information Item 1Financial Statements (Unaudited) Condensed Consolidated Balance Sheets – December 31, 2025 (Unaudited) andMarch 31, 2025Condensed Consolidated Statements of Operations (Unaudited) – Three and NineMonths Ended December 31, 2025 and December 31, 2024 Condensed Consolidated Statements of Comprehensive Income (Unaudited) – Three Part II. Other Information Item 1Legal Proceedings33Item 1ARisk Factors33 Item 2Unregistered Sales of Equity Securities and Use of Proceeds33Item 3Defaults Upon Senior Securities33Item 4Mine Safety Disclosures33Item 5Other Information33Item 6Exhibits34 Signatures 1. Nature of Operations and Financial Statement Presentation Nature of Operations Agilysys has been a leader in hospitality software for more than 45 years, delivering innovative cloud-native SaaS andon-premise solutions for hotels, resorts, cruise lines, casinos, corporate foodservice management, restaurants,universities, stadiums, and healthcare facilities. The Company’s software solutions include point-of-sale (POS),property management (PMS), inventory and procurement, payments, and related applications that manage andenhance the entire guest journey. Agilysys also is known for its world-class customer-centric service. Many of the top The Company has one reportable segment serving the global hospitality industry. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements include our accounts consolidated withour wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated inconsolidation. Our fiscal year ends on March 31st. References to a particular year refer to the fiscal year ending in Our unaudited interim financial statements are prepared in accordance with U.S. generally accepted accountingprinciples (GAAP) for interim financial information, the instructions to the Quarterly Report on Form 10-Q (QuarterlyReport) under the Securities Exchange Act of 1934, as amended (the Exchange Act), and Rule 10-01 of Regulation S- The Condensed Consolidated Balance Sheet as of December 31, 2025, as well as the Condensed ConsolidatedStatements of Operations, Condensed Consolidated Statements of Comprehensive Income, and CondensedConsolidated Statements of Shareholders’ Equity for the three and nine months ended December 31, 2025 and 2024and the Condensed Consolidated Statement of Cash Flows for the nine months ended December 31, 2025 and 2024, These unaudited interim financial statements should be read together with the consolidated financial statements andrelated notes included in our Annual Report on Form 10-K for the year ended March 31, 2025, filed with the Securitiesand Exchange Commission (SEC) on May 23, 2025. Use of estimates Preparation of financial statements in conformity with GAAP requires management to make estimates and assumptionsthat may affect the reported amounts of assets and liabilities at the date of the financial statements and the reportedamounts of revenue and expenses during the reported periods. Actual results could differ from those estimates. 2. Summary of Significant Accounting Policies A detailed description of our significant accounting policies can be found in the audited financial statements for thefiscal year ended March 31, 2025, included in our Annual Report on Form 10-K. There have been no material changesto our significant accounting policies from those disclosed therein. Recently Adopted and Issued Accounting Pronouncements In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)No. 2025-