74Software Reorganizes to Better Support Portfolio Company Strategy

74Software, the enterprise software group formed through the merger of Axway and Sopra Banking Software (now SBS), is undergoing an internal legal reorganization aimed at better aligning its corporate structure with its portfolio company strategy. This move follows the acquisition of SBS in September 2024 and the renaming of Axway Software as 74Software in December 2024.

The reorganization will see 74Software SA, the listed parent company, continue to oversee the Group’s strategy, capital allocation, portfolio management, and governance. As part of this restructuring, Axway’s French operating activities, currently housed within 74Software SA, will be transferred to Axway SAS, a wholly owned and currently inactive French subsidiary of 74Software SA.

This internal reorganization is designed to improve the clarity of the Group’s structure by more clearly distinguishing 74Software SA’s role as the listed parent company overseeing the Group’s software portfolio from the operating entities dedicated to the Group’s business activities worldwide. The reorganization also provides a clearer and more flexible framework to support the Group’s future development and the potential integration of additional software businesses over time.

The transaction will be carried out through a contribution of the assets and liabilities relating to Axway’s French operating activities to Axway SAS. In consideration for this contribution, made at book value, Axway SAS will issue new shares to 74Software SA. The transaction will not involve any cash consideration.

This reorganization is a purely internal operation and does not modify the Group’s strategy, consolidated scope, shareholder structure, stock market listing, governance, or financial objectives. It is also not expected to have any impact on the day-to-day conduct of Axway’s operations, customer relationships, product roadmap, or employee working conditions.

The employee representative body consultation process has been completed. The completion of this reorganization remains subject to confirmation by the AMF that no buyout offer is required under Article 236-6 of its General Regulation. Subject to this confirmation and the final corporate steps, the transaction is expected to be completed before the end of October 2026, with retrospective accounting and tax effect from January 1, 2026.

74Software, founded through the combination of Axway and SBS, serves more than 12,000 companies, including over 1,500 financial service customers. Axway supports major brands and government agencies around the globe with its core line of MFT, B2B, API, and Financial Accounting Hub products. SBS empowers banks and financial institutions to reimagine tomorrow's digital experiences with a composable cloud-based architecture that enables deposits, lending, compliance, payments, consumer, and asset finance services and operations to be deployed worldwide.