UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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).
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SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 6, 2025, Deluxe Corporation, a Minnesota corporation (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with JPMorgan Chase Bank, National Association, a national bank (“Seller”). Subject to the terms and conditions of the Purchase Agreement, on the date of the Purchase Agreement (the “Closing Date”), the Company acquired certain assets, intellectual property rights and customer contracts of Seller (as more particularly described in the Purchase Agreement, the “Purchased Assets”) related to Seller’s CheckMatch electronic check conveyance service business, and assumed certain liabilities of Seller related to the Purchased Assets (the “Transaction”).
The aggregate purchase price payable to Seller in connection with the Transaction is $25,000,000, (i) $12,500,000 of which was paid on the Closing Date, and (ii) $12,500,000 of which will be paid 180 days following the Closing Date.
The Purchase Agreement contains customary representations and warranties, affirmative and negative covenants tailored to the Purchased Assets (including non-competition and non-solicitation covenants), and indemnification provisions.
SECTION 7 - REGULATION FD
| Item 7.01 | Regulation FD Disclosure. |
On August 6, 2025, the Company issued a press release announcing the Company’s entry into the Purchase Agreement, which press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Pursuant to General Instruction B.2. to Form 8-K, the information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release of Deluxe Corporation, dated August 6, 2025. | |
| 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 hereunto duly authorized.
| DELUXE CORPORATION | ||
| Dated: August 7, 2025 | By: | /s/ Jeffrey L. Cotter |
| Name: | Jeffrey L. Cotter | |
| Title: | Senior Vice President, Chief Administrative Officer and General Counsel | |