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~~July ~~22, 2025 (May~~ 21, 2025)

SS&C TECHNOLOGIES HOLDINGS, INC.

(Exact ~~name~~Name of Registrant as Specified in Its Charter)

Delaware	001-34675	71-0987913
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(~~IRS~~I.R.S. EmployerIdentification ~~No.~~Number)


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
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 21, 2025 (the “Annual Meeting”), the Company’s stockholders approved the adoption of the SS&C Technologies Holdings, Inc. Second Amended and Restated 2023 Stock Incentive Plan (the “A&R 2023 Plan”) to increase the number of shares reserved for issuance under the A&R 2023 Plan by 6,000,000 shares of common stock of the Company. The Company’s Board of Directors (the “Board”) approved the adoption of the A&R 2023 Plan on March 31, 2025, subject to approval by the Company’s stockholders at the Annual Meeting.

The A&R 2023 Plan amends and restates the SS&C Technologies Holdings, Inc. 2023 Amended and Restated Stock Incentive Plan, which was previously approved by the Company’s stockholders on May 17, 2023 and subsequently amended by the Company’s stockholders on May 29, 2024. The principal features of the A&R 2023 Plan are described in detail under “Proposal 4 - Approval of SS&C Technologies Holdings, Inc. Second 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 3, 2025 (the “Proxy Statement”). The full text of the 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:

The following nominees were elected to the Company’s Board as Class III directors, to serve a term expiring at the 2028 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
Smita Conjeevaram	205,674,375	19,252,054	64,088	5,783,857
William C. Stone	207,194,602	16,871,878	924,037	5,783,857
Francesco Vanni d’Archirafi	218,333,495	6,591,901	65,121	5,783,857

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
192,622,681		32,219,927		147,909		5,783,857

The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025. The votes cast with respect to this proposal are as follows:

For		Against		Abstain
221,339,588		9,300,002		134,784

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

For		Against		Abstain		Broker Non-Votes
188,506,437		36,366,164		117,916		5,783,857

No other matters were submitted for stockholder action.

Item 8.01. Other Events

On ~~May~~July 2221, 2025, ~~the~~SS&C ~~Company~~Technologies ~~announced~~Holdings, ~~that~~Inc. ~~its Board of Directors~~ (the “~~Board~~Company”) ~~has~~issued ~~authorized~~ a ~~renewal~~press ~~and~~release ~~increase~~announcing the execution of ~~its~~a ~~stock~~definitive ~~repurchase~~agreement ~~program,~~by ~~which~~a ~~will~~wholly-owned ~~enable~~subsidiary of the Company to ~~repurchase~~acquire upColossus toTopco ~~$1.5~~Limited, ~~billion~~the inparent ~~aggregate~~company of ~~the~~Calastone ~~Company’s~~Limited, ~~outstanding~~a ~~shares~~global offunds ~~common~~network ~~stock. Under~~and technology solutions provider to the ~~renewed~~wealth and ~~increased~~asset ~~program~~management industries, ~~the~~from ~~Company’s~~global ~~proposed~~investment ~~repurchases~~firm ~~may~~Carlyle be(the ~~made~~“Acquisition”). ~~from~~The ~~time~~Acquisition is expected to ~~time~~close in ~~one~~Q4 or2025, ~~more~~subject ~~transactions~~to onregulatory ~~the~~approvals. ~~open~~The ~~market~~purchase orprice inis ~~privately~~approximately ~~negotiated~~£766 ~~purchase~~million ~~and/or~~(which ~~through~~is ~~other~~approximately ~~legally~~US ~~permissible~~$1.03 ~~means~~billion), ~~depending~~subject onto ~~market~~certain ~~conditions~~adjustments. ~~and~~The inCompany ~~accordance~~intends ~~with~~to ~~applicable~~borrow, ~~rules~~on ~~and~~an ~~regulations~~uncommitted ~~promulgated~~basis ~~under~~and ~~Securities~~subject ~~Exchange~~to ~~Act~~market ofand ~~1934~~other conditions, assufficient ~~amended. The~~funds ~~timing~~to ~~and~~finance ~~amount~~all ofor ~~any~~a ~~shares~~portion ~~repurchased~~of ~~will~~the becash ~~determined~~consideration payable by the Company’s ~~management~~in ~~based~~connection onwith ~~its~~the ~~evaluation~~Acquisition, ofto ~~market~~pay ~~conditions~~related ~~and~~expenses ~~other~~in ~~factors. Repurchases~~connection ~~may~~with ~~also~~the beAcquisition, ~~made~~and, ~~under~~if aapplicable, ~~Rule~~for ~~10b5-1~~general ~~plan,~~corporate ~~which~~purposes. ~~would~~A ~~permit~~copy ~~shares~~of tothe bepress ~~repurchased~~release ~~when~~is ~~the~~attached ~~Company~~hereto ~~might~~as ~~otherwise~~Exhibit be99.1 ~~precluded~~and ~~from~~is ~~doing~~incorporated soby ~~under~~reference ~~insider~~into ~~trading~~this Item 8.01.

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~~July 2221, 2025.
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~~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, 2025	By:	/s/ Brian N. Schell
		Brian N. Schell
		Executive Vice President and Chief Financial Officer

Date: July 21, 2025



SS&C TECHNOLOGIES HOLDINGS, INC.

By:		/s/ Brian N. Schell
		Brian N. Schell
		Executive Vice President and Chief Financial Officer

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