What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-26 compared with 2025-02-25 · 123 added, 101 removed, 438 unchanged (34% of the section changed)

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis s hould be read in conjunction with the consolidated financial statements and accompanying notes included elsewhere in this Annual Report on Form 10-K.

The following discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying notes included elsewhere in this Annual Report on Form 10-K.

This section of the Form 10-K generally discusses 2025 items and year-to-year comparisons between 2025 and 2024 .

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Ria Money Transfer offers real-time international money transfers with a special focus on emerging markets.

In addition, Ria offers safe and affordable money transfers through a global network of cash locations and online, serving over 20 million customers annually.

In addition, Ria offers safe and affordable money transfers through a global network of cash locations and online.

Xe offers web and app-based currency information and industry-leading consumer and business cross-border money transfer services.

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We have six processing centers in Europe, five in Asia Pacific and two in North America.

We have 35 principal offices in Europe, 14 in Asia Pacific, 10 in North America, three in the Middle East, two in South America and three in Africa.

We have 36 principal offices in Europe, 15 in Asia Pacific, 11 in North America, four in the Middle East, three in South America and three in Africa.

Our executive offices are located in Leawood, Kansas, USA.

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Each operating segment's sources of revenue are described below.

EFT Processing Segment — Revenues in the EFT Pro cessing Segment, which represented approximately 29% of total consolidated revenues for the year ended December 31, 2024 , are derived from fees charged for transactions made by cardholders on our proprietary network of ATMs, fixed management fees and transaction fees we charge to customers for operating ATMs and processing debit and credit cards under outsourcing and cross-border acquiring agreements, foreign currency exchange margin on DCC transactions, domestic and international surcharge, foreign currency dispensing and other value added services such as advertising, prepaid telecommunication recharges, bill payment, and money transfers provided over ATMs.

Revenues in this segment are also derived from cardless payments, banknote recycling, tax refund services, license fees, professional services and maintenance fees for proprietary applicati on software and sales of related hardware.

epay Segment — Revenues in the epay Segment, which represented approximately 29% of total consolidated revenues for the year ended December 31, 2024 , are primarily derived from commissions or processing fees rec eived from mobile phone operators for the processing and distribution of prepaid mobile airtime and commissions earned from the distribution of other electronic content, vouchers, and physical gifts.

EFT Processing Segment — Revenues in the EFT Processing Segment, which represented approximately 30 % of total consolidated revenues for the year ended December 31, 2025 , are derived from fees charged for transactions made by cardholders on our proprietary network of ATMs, fixed management fees and transaction fees we charge to customers for operating ATMs and processing debit and credit cards under outsourcing and cross-border acquiring agreements, merchant acquiring services, foreign currency exchange margin on DCC transactions, domestic and international surcharge, foreign currency dispensing and other value added services such as advertising, prepaid telecommunication recharges, bill payment, and money transfers provided over ATMs.

epay Segment — Revenues in the epay Segment, which represented approximately 28 % of total consolidated revenues for the year ended December 31, 2025 , are primarily derived from commissions or processing fees received from mobile phone operators for the processing and distribution of prepaid mobile airtime and commissions earned from the distribution of other electronic content, vouchers, and physical gifts.

The proportion of epay Segment revenues earned from the distribution of prepaid mobile phone time as compared with other electronic products has decreased over time, and digital media content now produces approximately 73 % of epay Segment revenues.

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Inadequate technology and resources would impair our ability to maintain current processing technology and efficiencies, as well as deliver new and innovative services to compete in the marketplace.

Segment Revenues and Operating Income For The Years Ended December 31, 2024 a nd 2023

Operating Income (Expense)

Segment Revenues and Operating Income For The Years Ended December 31, 2025 and 2024

Operating Income(Expenses)

(in millions)

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Average Translation Rate Year Ended December 31,

2024 Increase (Decrease) Percent

2025 Increase

(Decrease) Percent

Australian dollar

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(dollar amounts in millions)

Increase (Decrease) Amount

Increase (Decrease) Percent

Increase Amount

Increase Percent

Total revenues

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Direct operating costs

Contract asset impairment

Salaries and benefits

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Foreign currency movements increased revenues by approximately $ 43.9 million for the year ended December 31, 2025 , compared to the same period in 2024 .

Revenue per transaction was $ 0.10 for the year ended December 31, 2024 , compared to $ 0.12 for the same period in 2023 .

The decrease in revenue per transaction was driven by an increase in high volume low value transactions initiated through digital wallets.

Revenue per transaction was $ 0.08 and $ 0.10 for the year ended December 31, 2025 and 2024 , respectively.

The decrease in revenue per transaction is due to an increase in processing digital transactions with a high volume and a low value per transaction.

Average monthly revenues per ATM increased to $ 1,986 for the year ended December 31, 2025 compared to $ 1,881 for the same period in 2024 .

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Gross profit, which is calculated as revenues less direct operating costs, was $ 610.3 million for the year ended December 31, 2025 , an increase of $ 54.5 million or 9.8 % compared to $ 555.8 million for the same period in 2024 .

Gross profit as a percentage of revenues (“gross margin”) in creased to 47.9 % for the year ended December 31, 2024 , compared to 45.9 % for the same period in 2023 .

For the year ended December 31, 2024 , the increase in gross profit was primarily driven by the revenue increase from additional transaction volumes into new geographies.

Gross profit as a percentage of revenues (“gross margin”) decreased to 47.5 % for the year ended December 31, 2025 , compared to 47.9 % for the same period in 2024 .

For the year ended December 31, 2025 , the decrease in gross profit was primarily driven by the increase of low-margin digital transactions.

Salaries and benefits

Salaries and benefits expenses were $ 146.8 million for the year ended December 31, 2024 , an in crease of $ 20.3 million or 16.0 % compared to the same period in 2023 .

The increase in salaries and benefits for the year ended December 31, 2024 compared to the same period in 2023 was primarily driven by an increased headcount.

Salaries and benefits expenses were $ 165.6 million for the year ended December 31, 2025 , an increase of $ 18.8 million or 12.8 % compared to the same period in 2024 .

The increase in salaries and benefits for the year ended December 31, 2025 compared to the same period in 2024 was primarily driven by an increase in headcount and wage increases.

As a percentage of revenues, these expenses increased to 12.9 % for the year ended December 31, 2025 , compared to 12.6 % for the same period in 2024 .

Selling, general and administrative

Selling, general and administrative expenses were $ 55.1 million for the year ended December 31, 2024 , a decrease of $ 3.7 million or 6.3 % compared to the same period in 2023 .

Selling, general and administrative expenses were $ 59.0 million for the year ended December 31, 2025 , an increase of $ 3.9 million or 7.1 % compared to the same period in 2024 .

As a percentage of revenues, these expenses decreased to 4.6 % for the year ended December 31, 2025 , compared to 4.7 % for the same period in 2024 .

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EFT Processing Segment had operating income of $ 278.8 million for the year ended December 31, 2025 , compared to operating income of $ 256.0 million in 2024 , an increase of $ 22.8 million compared to the same period in 2024 .

O perating income as a percentage of revenues (“operating margin”) increased to 22.0 % for the year ended December 31, 2024 , compared to 19.5 % for the same period in 2023 .

Operating income per transaction was $ 0.02 for the year ended December 31, 2024 and 20023, respectively.

Operating income as a percentage of revenues (“operating margin”) decreased to 21.7 % for the year ended December 31, 2025 , compared to 22.0 % for the same period in 2024 .

Operating income per transaction was $ 0.02 in both periods.

The increase in operating income was primarily driven by the increase in transactions.

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epay Segment total revenues were $ 1,187.6 million for the year ended December 31, 2025 , an increase of $ 37.1 million or 3.2 % compared to the same period in 2024 .

Foreign currency movements de creased revenues by approximately $ 1.4 million for the year ended December 31, 2024 , compared to the same period in 2023 .

Foreign currency movements increased revenues by approximately $ 26.0 million for the year ended December 31, 2025 , compared to the same period in 2024 .

The increase in revenues was driven by continued expansion of digital media and mobile sales.

Revenues per transaction decreased to $ 0.26 for the year ended December 31, 2024 , compared to $ 0.29 for the same period in 2023 .

Revenue per transaction was $ 0.26 in both periods.

Direct operating costs

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Direct operating costs primarily consist of the commissions paid to retail merchants for the distribution and sale of prepaid mobile airtime and other prepaid products, expenses incurred to operate POS terminals and the cost of vouchers sold and physical gifts fulfilled.

The increase in direct operating costs was primarily due to an increase in cost for transaction volumes of low-value mobile top-up transactions and an increase in retailer commissions.

Foreign currency movements decreased these expenses by $ 0.9 million for the year ended December 31, 2024 , compared to the same period in 2023 .

Foreign currency movements increased these expenses by $ 19.9 million for the year ended December 31, 2025 , compared to the same period in 2024 .

Gross profit was $ 295.8 million for the year ended December 31, 2025 , an increase of $ 18.0 million or 6.5 % compared to $ 277.8 million for the same period in 2024 .

Gross margin decreased to 24.1 % for the year ended December 31, 2024 , compared to 24.3 % for the same period in 2023 .

Gross margin increased to 24.9 % for the year ended December 31, 2025 , compared to 24.1 % for the same period in 2024 .

Salaries and benefits

Salaries and benefits expenses were $ 108.6 million for the year ended December 31, 2025 , an increase of $ 6.6 million or 6.5 % compared to the same period in 2024 .

The increase in salaries and benefits was primarily driven by an increase in headcount to support the growth of the business.

The increase in salaries and benefits was primarily driven by an increase in headcount and wage increases in 2025.

As a percentage of revenues, these expenses increased to 9.1 % for the year ended December 31, 2025 , compared to 8.9 % for the year ended December 31, 2024 .

Selling, general and administrative

Selling, general and administrative expenses were $ 38.6 million for the year ended December 31, 2024 , a decrease of $ 0.5 million or 1.3 % compared to the same period in 2023 .

As a percentage of revenues, these expenses decreased to 3.4 % for the year ended December 31, 2023 , compared to 3.6 % for the year ended December 31, 2023 .

Selling, general and administrative expenses were $ 44.7 million for the year ended December 31, 2025 , an increase of $ 6.1 million or 15.8 % compared to the same period in 2024 .

As a percentage of revenues, these expenses increased to 3.8 % for the year ended December 31, 2025 , compared to 3.4 % for the year ended December 31, 2024 .

Depreciation and amortization

Depreciation and amortization expenses were $ 7.3 million for the year ended December 31, 2024 , an increase of $ 0.4 million or 5.8 % compared to the same period in 2023 .

Depreciation and amortization expenses were $ 6.3 million for the year ended December 31, 2025 , a decrease of $ 1.0 million or 13.7 % compared to the same period in 2024 .

Depreciation and amortization expense primarily represents depreciation of POS terminals we install in retail stores and amortization of acquired intangible assets.

As a percentage of revenues, these expenses were 0.6 % for the year ended December 31, 2024 , and 2023 , respectively.

Operating income

epay Segment operating income was $ 129.9 million for the year ended December 31, 2024 , an increase of $ 3.7 million or 2.9 % c ompared to the same period in 2023 .

Operating margin decreased to 11.3 % for the year ended December 31, 2024 , compared to 11.7 % for the same period in 2023 .

Operating income per transaction was $ 0.03 for the year ended December 31, 2024 , and 2023 , respectively.

epay Segment operating income was $ 136.2 million for the year ended December 31, 2025 , an increase of $ 6.3 million or 4.8 % compared to the same period in 2024 .

Operating margin increased to 11.5 % for the year ended December 31, 2025 , compared to 11.3 % for the same period in 2024 .

Operating income per transaction was $ 0.03 in both periods.

The increase in operating income was primarily driven by the increase in transactions.

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Money Transfer Segment total revenues were $ 1,782.4 million for the year ended December 31, 2025 , an increase of $ 95.9 million or 5.7 % compared to the same period in 2024 .

The increase in revenues was the result of 12% growth in U.S.-outbound transactions, 11% growth in international-originated money transfers and 16% growth in xe transactions, partially offset by a 14% decline in the intra-U.S.

The increase in revenues was the result of 3.3% growth in U.S.-originated transactions and 5.2% growth in international-originated money transfers.

These transaction growth rates include 30.8% growth in direct-to-consumer digital transactions.

Revenues per transaction decreased to $ 9.53 for the year ended December 31, 2024 , compared to $ 9.62 for the same period in 2023 .

Foreign currency movements did not significantly impact revenues year-over-year.

Revenues per transaction increased to $ 9.72 for the year ended December 31, 2025 , compared to $ 9.53 for the same period in 2024 .

Foreign currency movements increased revenues by approximately $ 34.5 million for the year ended December 31, 2025, compared to the same period in 2024.

Direct operating costs

1 unchanged sentence

Direct operating costs primarily consist of commissions paid to agents who originate money transfers on our behalf and correspondent agents who disburse funds to the customers’ destination beneficiaries, together with less significant costs, such as bank depository fees.

The increase in direct operating costs was primarily due to the increase in the number of U.S.

outbound and international-originated money transfer transactions and corresponding increase in agent commissions.

Foreign currency movements did not significantly impact direct operating costs year-over-year.

The increase in direct operating costs was primarily due to the increase in the number of U.S.- and international-originated money transfer transactions and corresponding increase in agent commissions.

Foreign currency movements increased revenues by approximately $ 17.7 million for the year ended December 31, 2025, compared to the same period in 2024.

Gross profit was $ 847.5 million for the year ended December 31, 2025 , an increase of $ 80.7 million or 10.5 % compared to $ 766.8 million for the same period in 2024 .

Gross margin de creased to 45.5 % for the year ended December 31, 2024 , compared to 46.0 % for the same period in 2023 .

Gross margin increased to 47.5 % for the year ended December 31, 2025 , compared to 45.5 % for the same period in 2024 .

The increase in gross profit was primarily attributable to the increase in transaction volume and relative decrease of agent commissions for the year ended December 31, 2025 .

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The increase in salaries and benefits was primarily driven by an increase in headcount to support the growth of the business.

As a percentage of revenues, these expenses decreased to 19.8 % for the year ended December 31, 2024 , compared to 20.0 % for the same period in 2023 .

As a percentage of revenues, these expenses increased to 20.3 % for the year ended December 31, 2025 , compared to 19.8 % for the same period in 2024 .

Selling, general and administrative

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Money Transfer Segment operating income was $ 207.2 million for the year ended December 31, 2025 , an increase of $ 6.2 million or 3.1 % compared to the same period in 2024 .

Operating margin was 11.9 % for the year ended December 31, 2024 and 2023, respectively.

Operating margin was 11.6 % for the year ended December 31, 2025 , compared to 11.9 % for the same period in 2024 , respectively.

Operating income per transaction decreased to $ 1.13 for the year ended December 31, 2025 , compared to $ 1.14 for the same period in 2024 .

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Corporate operating expenses

Total Corporate operating expenses were $ 83.8 million for the year ended December 31, 2024 , a decrease of $ 1.5 million or 1.8 %, compared to the same period in 2023 .

The decrease was primarily due to a decrease in share-based compensation and bonuses for the year ended December 31, 2024 , compared to the same period in 2023 .

Total Corporate operating expenses were $ 92.4 million for the year ended December 31, 2025 , an increase of $ 8.7 million or 10.4 %, compared to the same period in 2024 .

The increase was primarily due to an increase in share-based compensation and bonuses for the year ended December 31, 2025 , compared to the same period in 2024 .

Other Expense, Net

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Other expense, net

Interest income and interest expense increased in 2024 compared to 2023 due to an increase in the variable interest rates.

Foreign currency exchange loss, net

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dollar weakens, our corporate entities will record foreign currency exchange gains.

We recorded a net foreign currency exchange loss of $ 19.1 million for the year ended December 31, 2024 , compared to a net foreign currency exchange gain of $ 8.0 million for the same period in 2023 .

These realized and unrealized foreign currency exchange gains and losses reflect the fluctuation in the value of the U.S.

We recorded a net foreign currency exchange loss of $ 25.2 million for the year ended December 31, 2025 , compared to a net foreign currency exchange loss of $ 19.1 million for the same period in 2024 .

These realized and unrealized foreign currency exchange losses reflect the fluctuation in the value of the U.S.

dollar against the currencies of the countries in which we operated during the respective periods.

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Excluding foreign currency exchange gains (losses) as well as the related tax effects for these items, our adjusted effective income tax rates were 25.1 % and 30.0 % for the years ended December 31, 2025 and 2024 , respectively.

The effective income tax rate, as adjusted, for 2024 was higher than the applicable statutory income tax rate of 21 % primarily because of certain foreign earnings being subject to higher local statutory tax rates.

The effective income tax rate, as adjusted, for 2023 was higher than the applicable statutory income tax rate of 21 % primarily because of the projected utilization of U.S.

tax benefits, and certain foreign earnings being subject to higher local statutory tax rates.

The effective income tax rate, as adjusted, for 2025 and 2024 was higher than the applicable statutory income tax rate of 21% primarily because of certain foreign earnings being subject to higher local statutory tax rates.

We determine income tax expense based upon enacted tax laws applicable in each of the taxing jurisdictions where we conduct business.

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Segment - Country

Euronet China

LATAM ATM Solutions (Prosegur)

EFT South America

Euronet Pakistan

EFT - Pakistan

Latam ATM Solutions

EFT - South America

Unidos Co., Ltd

Net Income (Loss) Attributable to Euronet

Net income attributable to Euronet was $ 309.5 million for the year ended December 31, 2025 , an increase of $ 3.5 million compared to net income in the same period in 2024 .

For the year ended December 31, 2024 , the increase in net income was primarily attributable to the $ 135.3 million increase in gross profit driven by an increase in transaction volumes across all three segments and an increase in other gains of $ 21.3 million, partially offset by a $ 47.3 million increase in salaries and benefits, a $ 27.1 million foreign currency exchange loss, a $ 16.3 million increase in interest expenses and a $ 21.7 million increase in income tax expense.

For the year ended December 31, 2025 , the increase in net income was primarily attributable increase in transaction volumes across all three segments.

Translation Adjustment

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dollars, differences between current and historical exchange rates generate this translation adjustment.

We recorded a net loss on translation adjustments of $ 117.8 million for 2024 and a net gain of $ 47.9 million for 2023 .

In 2024 , the U.S.

dollar strengthened compared to key foreign currencies, resulting in translation losses which were recorded in comprehensive (loss) income.

We recorded a net gain on translation adjustments of $ 258.7 million for 2025 and a net loss of $ 117.8 million for 2024 .

In 2025, the U.S.

dollar weakened compared to key foreign currencies, resulting in translation gains which were recorded in comprehensive (loss) income.

In 2024, the U.S.

dollar strengthened compared to key foreign currencies, resulting in translation losses which were recorded in comprehensive (loss) income.

Liquidity and Capital Resources

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As of December 31, 2025 , we had working capital of $ 415.5 million, which is calculated as the difference between total current assets and total current liabilities, compared to working capital of $ 810.5 million as of December 31, 2024 .

The decrease in working capital was due to several changes in working capital line items, mainly due to 2023 ending in the weekend, which increased funding needs for our money transfer agents.

2024 ended on a Tuesday, which impacted our working capital line items positively as balances were settled before year-end.

The decrease in working capital was due to several changes in working capital line items.

Our ratio of current assets to current liabilities was 1.11 and 1.25 at December 31, 2025 and December 31, 2024 , respectively.

We require substantial working capital to finance operations.

The Money Transfer Segment funds the payout of the majority of our consumer-to-consumer money transfer services before receiving the benefit of amounts collected from customers by agents.

Working capital needs increase due to weekends and banking holidays.

The Money Transfer Segment funds the payout for the majority of our consumer-to-consumer money transfer services before receiving the benefit of amounts collected from customers by agents.

Working capital needs to increase due to weekends and banking holidays.

As a result, we may report more or less working capital for the Money Transfer Segment based solely upon the day on which the reporting period ends.

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The Company has $ 1,040.3 million of unrestricted cash as of December 31, 2025 compared to $ 1,278.8 million as of December 31, 2024 .

The Company has access to $ 2,289.8 million in available cash, and $ 1,335.1 million available under the Company's revolving credit facility.

As of December 31, 2025, the Company had access to $ 2,193.7 million in available cash, and $ 1,780.5 million available under the Company's revolving credit facility.

We had cash, cash equivalents and restricted cash of $ 2,362.8 million as of December 31, 2025 , of which $1,831.0 million was held outside of the U.S.

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Operating cash flow

Cash flows provided by operating activities were $ 732.8 million f or the year ended December 31, 2024 compared to $ 643.1 million for the same period in 2023 .

The in crease in operating cash flows was primarily due to the increase in net income, increase in unrealized foreign exchange results and increase in working capital, partially offset by a decrease in the changes in non-current assets and liabilities.

Cash flows provided by operating activities were $559.8 million for the year ended December 31, 2025 compared to $ 732.8 million for the same period in 2024 .

The decrease in operating cash flows was primarily due to changes in working capital.

Investing activity cash flow

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We used $125.5 million for purchases of property and equipment for the year ended December 31, 2025 compared to $ 117.2 million for the same period in 2024 .

We used $ 91.6 million for acquisitions in 2024 and t here were no material acquisitions in 2023 .

In 2025, we provided $24.0 million of cash from acquisitions mainly related to the merger with CoreCard, which was settled in shares, but had a significant cash balance at the time of acquisition, compared to 2024 where we used $ 91.6 million for acquisitions.

Financing activity cash flow

Cash flows used in financing activities were $ 788.6 million for the year ended December 31, 2025 compared to $ 135.7 million for the same period in 2024 .

The decrease in cash used in financing activities was primarily the result of the $ 120.3 million net borrowings on debt obligations/credit agreements for the year ended December 31, 2024 compared to $ 229.4 million for the same period in 2023 .

We repurchased $ 265.2 million of common stock during the year ended December 31, 2024 compared to repurchases of $ 378.4 million for the same period in 2023 .

We received proceeds of $ 17.2 million and $ 7.8 million during the year ended December 31, 2024 and 2023 , respectively, for the issuance of stock in connection with our Stock Incentive Plan.

In 2025, we provided $1,000 million in cash from the sale of 2030 Convertible Senior Notes maturing in October 2030, partially offset by the partial repayment of the existing 2049 Convertible Senior Notes.

Other uses of cash were the result of $ 514.5 million net repayments on debt obligations/credit agreements for the year ended December 31, 2025 compared to net borrowings of $ 120.3 million for the same period in 2024 .

Also, we repurchased $ 667.7 million of common stock during the year ended December 31, 2025 compared to repurchases of $ 268.6 million of common stock for the same period in 2024 .

Other sources of capital

Credit Facility - O n December 17, 2024, the Company amended its revolving credit agreement (the “Credit Facility”) to increase the facility from $1.25 billion to $1.9 billion and to extend the expiration to December 17, 2029.

Credit Facility - On December 17, 2024, the Company amended its revolving credit agreement (the “Credit Facility”) to increase the facility from $1.25 billion to $1.9 billion and to extend the expiration to December 17, 2029.

The amended Credit Facility includes a multi-currency borrowing tranche totaling $1,685 million and a USD borrowing tranche totaling $215 million.

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Subject to certain conditions, the Company has the option to increase the Credit Facility by up to an additional $500 million by requesting additional commitments from existing or new lenders.

Borrowings under the Revolving Credit Facility (other than swing line loans) bear interest on a margin over a secured financing rate or the base rate, as selected by the Co mpany, which varies from 0.875% to 1.375%, in each case based on the Company’s current credit rating.

Borrowings under the Revolving Credit Facility (other than swing line loans) bear interest on a margin over a secured financing rate or the base rate, as selected by the Company, which varies from 0.875% to 1.375%, in each case based on the Company’s current credit rating.

The applicable margin for borrowings under the Credit Facility, based on the Company’s current credit rating is 1.075%.

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The weighted-average interest rate of the Company's borrowings under the Credit Facility from January 1, 2025 to December 31, 2025 was 5.44%.

Uncommitted Line of Credit - On June 21, 2024, the Company rolled its existing $ 150 million Uncommitted Loan Agreement into a new Uncommitted Loan Agreement with a $ 400 million credit limit through September 30, 2024, and a credit limit of $ 250 million thereafter for the sole purpose of providing vault cash for ATMs and expires no later than June 20, 2025 .

Uncommitted Line of Credit - On June 20, 2025, the Company entered into an Uncommitted Loan Agreement for the sole purpose of providing vault cash for ATMs, that expires no later than June 19, 2026.

This Uncommitted Line of Credit had a credit limit of $400 million on September 30, 2025 and $250 million thereafter.

The loan had an outstanding balance of $250 million at December 31, 2025.

The loan is a Prime Rate Loan, a Daily Term SOFR Rate Loan plus 1.00% or shall bear interest at the rate agreed to by the Bank and the Company at the time such loan is made.

The weighted-average interest rate from loan inception date to December 31, 2025, was 5.53%.

On June 21, 2024, the Company rolled its existing $150 million Uncommitted Loan Agreement into a new Uncommitted Loan Agreement with a $400 million credit limit through September 30, 2024, and a credit limit of $250 million thereafter for the sole purpose of providing vault cash for ATMs.

The loan had an outstanding balance of $250 million at December 31, 2024.

The loan is a Prime Rate Loan, a Daily SOFR Rate Loan plus 1.05% or shall bear interest at the rate agreed to by the Bank and the Company at the time such Loan is made.

The weighted-average interest rate from loan inception date to December 31, 2024, was 6.07%.

Convertible debt - On March 18, 2019, we completed the sale of $ 525.0 million in principal amount of Convertible Senior Notes due 2049 (“Convertible Notes”).

The Convertible Notes were issued pursuant to an indenture, dated as of March 18, 2019 (the “Indenture”), by and between us and U.S.

Bank National Association, as trustee.

The Convertible Notes have an interest rate of 0.75 % per annum payable semi-annually in March and September and are convertible into shares of Euronet common stock at a conversion price of approximately $ 188.73 per share if certain conditions are met (relating to the closing prices of Euronet common stock exceeding certain thresholds for specified periods).

Holders of the Convertible Notes have the option to require us to repurchase for cash all or part of their Convertible Notes on each of March 15, 2025, 2029 , 2034 , 2039 and 2044 at a repurchase price equal to 100 % of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the relevant repurchase date.

In connection with the issuance of the Convertible Notes, we recorded $ 12.8 million in debt issuance costs, which are being amortized through March 1, 2025.

The Company has a March 15, 2025 put date on the $525 million Convertible Notes, requiring us to issue a notice informing the market of this put date.

Given current bond trading levels and our share price, we anticipate that bondholders will exercise their put option and as a result the Convertible Notes are classified as short-term obligations.

As noted above, the holders of the Convertible Notes have the option to require the Company to repurchase their Convertible Notes on March 15, 2025.

Given current bond trading levels and the Company’s share price, the Company anticipates that holders of the Convertible Notes will exercise their repurchase option and as a result the Convertible Notes are classified as short-term obligations on the Consolidated Balance Sheet as of December 31, 2024.

Senior Notes - On May 22, 2019, we completed the sale of € 600 million ($ 669.9 million) aggregate principal amount of Senior Notes that mature in May 2026 (the "Senior Notes").

The agreement expired on June 20, 2025.

The loan was fully repaid and there was no balance at December 31, 2025.

On June 27, 2024, the Company entered into an Uncommitted Loan Agreement for $300 million, for the sole purpose of providing vault cash for ATMs, that expired on November 30, 2024.

The loan was fully repaid and there was no balance at December 31, 2024.

The loan was a Prime Rate Loan, a Daily Simple SOFR Rate Loan plus 1.125% or bore interest at the rate agreed to by the Bank and the Company at the time such Loan was made.

The weighted-average interest rate from the loan inception date to November 30, 2024 was 6.24%.

Convertible debt - On August 15, 2025, the Company completed the sale of $1,000.0 million of Convertible Senior Notes due October 2030.

("2030 Convertible Notes").

The 2030 Convertible Notes mature in October 2030 unless redeemed or converted prior to such date and are convertible into shares of Euronet common stock at a conversion price of approximately $127.04 per share if certain conditions are met (relating to the closing price of Euronet common stock exceeding certain thresholds for specified periods).

The 2030 Convertible Notes bear interest at a rate of 0.625% per year, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2026.

In connection with the issuance of the 2030 Convertible Notes, we recorded $23.5 million in debt issuance costs, which will be amortized through October 1, 2030.

The 2030 Convertible Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding April 1, 2030 if certain conditions are met.

In August 2025, in connection with the issuance of the 2030 Convertible Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers of the 2030 Convertible Notes or affiliates thereof and other financial institutions (the “Option Counterparties”).

The Capped Call Transactions initially cover, subject to customary anti-dilution adjustments, the number of shares of the Company’s common stock that initially would be issuable upon conversion of the 2030 Convertible Notes.

The Capped call Transactions are net purchased call options in Euronet common stock.

The Capped Call Transactions are separate transactions, entered into by the Company with the Option Counterparties, and are not part of the terms of the 2030 Convertible Notes and will not change the holders’ rights under the 2030 Convertible Notes.

Holders of the 2030 Convertible Notes will not have any rights with respect to the Capped Call Transactions.

The Company has concluded that the Capped Call Transactions meet the scope exceptions for derivative instruments, and as such, the Capped Call Transactions meet the criteria for classification in equity and are included as a reduction to additional paid in capital.

On March 18, 2019, the Company completed the sale of $525.0 million of Convertible Senior Notes ("2049 Convertible Notes").

The 2049 Convertible Notes mature in March 2049 unless redeemed or converted prior to such date and are convertible into shares of Euronet common stock at a conversion price of approximately $188.73 per share if certain conditions are met (relating to the closing price of Euronet common stock exceeding certain thresholds for specified periods).

Holders of the 2049 Convertible Notes have the option to require the Company to purchase their notes on each of March 15, 2025, March 15, 2029, March 15, 2034, March 15, 2039 and March 15, 2044 at a repurchase price equal to 100% of the principal amount of the 2049 Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the relevant repurchase date.

In connection with the issuance of the 2049 Convertible Notes, the Company recorded $12.8 million in debt issuance costs, which were amortized through March 1, 2025.

Almost all of the holders exercised their right to require the Company to repurchase their notes in March 2025, and we repurchased the tendered 2049 Convertible Notes at that time with a combination of cash on hand and a borrowing under our Credit Facility.

As of December 31, 2025, $33.2 million of the 2049 Convertible Notes remain outstanding.

Senior Notes - On May 22, 2019, the Company completed the sale of € 600.0 million ($ 669.9 million) aggregate principal amount of Senior Notes that mature on May 2026 (the "Senior Notes").

The Senior Notes accrue interest at a rate of 1.375% per year, payable annually in arrears commencing May 22, 2020, until maturity or earlier redemption.

As of December 31, 2024 , we have outstanding € 600 million ($ 621.5 million) principal amount of the Senior Notes.

In addition, the Company may redeem some or all of these notes on or after February 22, 2026 at their principal amount plus any accrued and unpaid interest.

As of December 31, 2024 , we had $ 1.7 million of unamortized debt issuance costs related to the Senior Notes.

Other debt obligations — Certain of our subsidiaries have available credit lines and overdraft facilities to generally supplement short-term working capital requirements, when necessary.

There were $ 37.7 million and $ 0.3 million outstanding under these other obligation arrangements as of December 31, 2024 and December 31, 2023 .

As of December 31, 2025, the Company has outstanding €600.0 million ($704.6 million) principal amount of the Senior Notes.

In addition, the Company may redeem some or all of these notes after February 22, 2026 at their principal amount plus any accrued and unpaid interest.

As of December 31, 2025, the Company had $0.4 million of unamortized debt issuance costs related to the Senior Notes.

Depending on market conditions, the Company may repay the Senior Notes at or prior to their maturity date using cash on hand, borrowings under its Credit Facility, the issuance of additional senior notes or a combination thereof.

Other debt obligations — Certain of the Company's subsidiaries have available lines of credit and overdraft credit facilities that generally provide for short-term borrowings that are used from time to time for working capital purposes.

On October 9, 2024, the Company completed a facility of MYR 100 million and an overdraft facility of MYR 140 million for its Malaysian business.

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As of December 31, 2025, $24.6 million was borrowed under this facility.

There were no borrowings on the overdraft facility.

Including the Malaysian facility, there was a total of $34.9 million outstanding under our subsidiaries credit lines and overdraft facilities as of December 31, 2025.

Other uses of capital

Capital expenditures and needs — Total capital expenditures for 2025 were $129.3 million.

These capital expenditures were primarily for the purchase of ATMs to expand our IAD network in Europe, the purchase and installation of ATMs in key under-penetrated markets, the purchase of POS ter minals for the epay and Money Transfer Segments, and office, data center and company store computer equipment and software.

These capital expenditures were primarily for the purchase of ATMs to expand our IAD network in Europe, the purchase and installation of ATMs in key under-penetrated markets, the purchase of POS terminals for the epay and Money Transfer Segments, and office, data center and company store computer equipment and software.

Total capital expenditures for 2026 are currently estimated to be approximately $135 million to $145 million.

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Share repurchase plan

The repurchase program, initiated on September 13, 2022, to repurchase up to $ 350 million in value, but not more than 7.0 million shares of common stock through September 13, 2024, has been completed.

During 2024, we repurchased 850,528 shares under the repurchase program at a weighted average purchase price of $113.63 for a total value of $96.6 million.

On September 13, 2023, the Company initiated a repurchase program to repurchase up to $350 million in value, but not more than 7.0 million shares of common stock through September 13, 2025.

During 2025, we repurchased 1,732,929 shares under the repurchase program at a weighted average purchase price of $ 104.70 for a total value of $ 181.4 million.

No additional shares are available for repurchase under this repurchase program.

On September 11, 2024, the Company initiated a repurchase program to repurchase up to $350 million in value, but not more than 7.0 million shares of common stock through September 11, 2026.

During 2024, the Company did not repurchase shares under this plan.

During 2025, we repurchased 3,780,154 shares under the repurchase program at a weighted average purchase price of $ 92.59 for a total value of $ 350.0 million.

No additional shares are available for repurchase under this repurchase program.

On June 3, 2025, the Company put a repurchase program in place to repurchase up to $400 million in value, but not more than 8.0 million shares of common stock through June 3, 2027.

During 2025, we repurchased 1,730,566 shares under the repurchase program at a weighted average purchase price of $ 76.02 for a total value of $ 131.6 million.

On February 24, 2026, the Company put a repurchase program in place to repurchase up to $425 million in value, but not more than 10 million shares of common stock.

The Company has not made any repurchases under this plan.

Repurchases under the programs may take place in the open market or in privately negotiated transactions, including derivative transactions, and may be made under a Rule 10b5-1 plan.

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This method gives consideration to the future tax consequences of deferred income or expense items and immediately recognizes changes in income tax laws upon enactment.

The consolidated statement of operations effect is generally derived from changes in deferred income taxes, net of valuation allowances, on the ba lance sheet as measured by differences in the book and tax bases of our assets and liabilities.

The consolidated statement of operations effect is generally derived from changes in deferred income taxes, net of valuation allowances, on the balance sheet as measured by differences in the book and tax bases of our assets and liabilities.

We have significant tax loss carryforwards, and other temporary differences, which are recorded as deferred tax assets and liabilities.

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Management applies various valuation methodologies to these acquired assets and assumed liabilities which often involve a significant degree of judgment, particularly when liquid markets do not exist for the particular item being valued.

Examples o f such items include loans, deposits, identifiable intangible assets and certain other assets and liabilities acquired or assumed in business combinations.

Examples of such items include loans, deposits, identifiable intangible assets and certain other assets and liabilities acquired or assumed in business combinations.

Management uses significant estimates and assumptions to value such items, including projected cash flows and discount rates.

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In addition to the recoverability assessment, we routinely review the remaining estimated useful lives of our finite-lived intangible assets.

If we reduce the estimated useful life assumption for any asset, the remaining unamortized bala nce would be amortized over the revised estimated useful life.

If we reduce the estimated useful life assumption for any asset, the remaining unamortized balance would be amortized over the revised estimated useful life.

As of December 31, 2025 , the Consolidated Balance Sheet includes goodwill of $ 1,042.3 million and acquired intangible assets, net of accumulated amortization, of $ 261.2 million.

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All statements other than statements of historical facts included in this document are forward-looking statements, including, but not limited to, statements regarding the following:

o ur business plans and financing plans and requirements;

 our business plans and financing plans and requirements;

 trends affecting our business plans and financing plans and requirements;

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 our expectations regarding the closing of any pending acquisitions;

our ability to successfully integrate acquired businesses and to realize any anticipated synergies;

 business strategy;

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 the expected effects of changes in laws or accounting standards;

the impact of the pandemics, including its variants on our results of operations and financial position;

 the impact of the pandemics, on our results of operations and financial position;

 technological advances;

 projected costs and revenues.

Al though we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to be correct.

Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to be correct.

Investors are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties.

Actual results may materially differ from those in the forward-looking statements as a result of various factors, including, but not limited to, conditions in world financial markets and general economic conditions, including impacts from the pandemics;

the war in Ukraine and the Middle East and the related economic sanctions;

our ability to successfully integrate any acquired operations economic conditions in specific countries and regions;

technological developments affecting the market for our products and services;

military conflicts in Ukraine and the Middle East and the related economic sanctions;

our ability to successfully integrate any acquired operations;

economic conditions in specific countries and regions;

technological developments, including artificial intelligence, affecting the market for our products and services;

our ability to successfully introduce new products and services;

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis