ALKT · Alkami Technology, Inc.

This Fifth Amendment represents a significant capital allocation shift for Alkami Technology, enabling a formalized, covenant-conditional share repurchase program of up to $100 million. Unlike open-market buybacks authorized solely by board resolution, this provision is embedded directly into the Company’s primary credit facility — meaning execution is contingent on ongoing compliance with financial covenants, including leverage and fixed charge coverage ratios referenced in Section 7.1 of the Credit Agreement. The amendment does not increase debt capacity or modify interest rates, maturity, or collateral terms; it solely carves out an exception to the existing restriction on Restricted Payments. Because the authorization is tied explicitly to covenant compliance and capped at a fixed dollar amount, it signals disciplined capital return rather than balance sheet optimization via debt-funded buybacks. Investors should monitor future 8-Ks or quarterly filings for disclosures on actual repurchase activity, timing, and whether covenant headroom constrains execution. The reliance on Silicon Valley Bank — now operating as a division of First-Citizens — as Administrative Agent underscores continuity in lender relationships despite SVB’s prior resolution, and no new lenders or material consents beyond those already satisfied on May 1, 2026 were disclosed.