What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-02-25 · 368 added, 309 removed, 943 unchanged (42% of the section changed)

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Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets

of Euronet Worldwide, Inc.

and subsidiaries (the Company) as of December 31,

2024 and 2023, the related consolidated statements of operations, comprehensive (loss) income, changes in equity, and cash flows for each of the years in the

three-year period ended December 31, 2024, and the related notes (collectively,

the consolidated financial statements).

We also have audited the Company’s

internal control over financial reporting as of December 31, 2024, based on

criteria established in Internal Control – Integrated Framework (2013) issued

by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements

referred to above present fairly, in all material respects, the financial

position of the Company as of December 31, 2024 and 2023, and the results of

its operations and its cash flows for each of the years in the three-year

period ended December 31, 2024, in conformity with U.S.

generally accepted

accounting principles.

Also in our opinion, the Company maintained, in all

material respects, effective internal control over financial reporting as of December

31, 2024 based on criteria established in Internal Control – Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the

Treadway Commission.

We have audited the accompanying consolidated balance sheets of Euronet Worldwide, Inc.

and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive (loss) income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission .

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company acquired CoreCard Corporation during 2025 , and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 , CoreCard Corporation’s internal control over financial reporting associated with total assets of $221.8 million and total revenues of $ 12.7 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2025 .

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of CoreCard Corporation.

Basis for Opinions

The Company’s management is responsible for these

consolidated financial statements, for maintaining effective internal control

over financial reporting, and for its assessment of the effectiveness of

internal control over financial reporting, included in the accompanying

Management's Report on Internal Control Over Financial Reporting.

responsibility is to express an opinion on the Company’s consolidated financial

statements and an opinion on the Company’s internal control over financial

reporting based on our audits.

We are a public accounting firm registered with

the Public Company Accounting Oversight Board (United States) (PCAOB) and are

required to be independent with respect to the Company in accordance with the

federal securities laws and the applicable rules and regulations of the

Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of

Those standards require that we plan and perform the audits to

obtain reasonable assurance about whether the consolidated financial statements

are free of material misstatement, whether due to error or fraud, and whether

effective internal control over financial reporting was maintained in all

material respects.

Our audits of the consolidated financial

statements included performing procedures to assess the risks of material

misstatement of the consolidated financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and

disclosures in the consolidated financial statements.

Our audits also included

evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated

financial statements.

Our audit of internal control over financial reporting

included obtaining an understanding of internal control over financial

reporting, assessing the risk that a material weakness exists, and testing and

evaluating the design and operating effectiveness of internal control based on

the assessed risk.

Our audits also included performing such other procedures as

we considered necessary in the circumstances.

We believe that our audits

provide a reasonable basis for our opinions.

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a

process designed to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external

purposes in accordance with generally accepted accounting principles.

company’s internal control over financial reporting includes those policies and

procedures that (1) pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and dispositions of the

assets of the company;

(2) provide reasonable assurance that transactions are

recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and

expenditures of the company are being made only in accordance with

authorizations of management and directors of the company;

and (3) provide

reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the company’s assets that could have a

material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not

prevent or detect misstatements.

Also, projections of any evaluation of

effectiveness to future periods are subject to the risk that controls may

become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

critical audit matter communicated below is a matter arising from the current

period audit of the consolidated financial statements that was communicated or

required to be communicated to the audit committee and that:

(1) relates to

accounts or disclosures that are material to the consolidated financial

statements and (2) involved our especially challenging, subjective, or complex

The communication of a critical audit matter does not alter in any

way our opinion on the consolidated financial statements, taken as a whole, and

we are not, by communicating the critical audit matter below, providing a

separate opinion on the critical audit matter or on the accounts or disclosures

to which it relates.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Sufficiency of audit evidence over revenue

As discussed in Note 3 to the consolidated financial

statements, the Company earned $4.0 billion of revenue in 2024.

earned revenue by payment and transaction processing and distribution solutions

to financial institutions, retailers, service providers and individual

consumers (collectively services).

The services were provided to customers in approximately 200 countries through 67 worldwide offices within 3 different

reportable operating segments.

We identified the evaluation of the sufficiency of audit

evidence over revenue as a critical audit matter.

The Company’s geographical

dispersion of services worldwide, amongst various business lines required

especially subjective auditor judgment in evaluating the sufficiency of audit

evidence over revenue.

Further, our audit team consisted of auditors located in

various countries worldwide.

This required especially challenging auditor

judgment in the level of audit procedures and supervision applied at each

The following are the primary procedures we performed to

address this critical audit matter.

We applied auditor judgment to determine

the nature and extent of procedures to be performed over revenue, including the

determination of locations at which those procedures were to be performed.

each Company location selected, we:

the design and tested the operating effectiveness of certain internal controls

related to the Company’s revenue process, including controls over the accurate

recording of revenue amounts

the training and experience of the auditors on our audit team that were in

countries other than the United States

tested a sample of individual revenue transactions by

comparing amounts recognized by the Company to relevant contracts and or

payment and transaction support.

evaluated the sufficiency of audit evidence obtained over revenue by assessing

the results of procedures performed, including the appropriateness of such

As discussed in Note 3 to the consolidated financial statements, the Company earned $4.2 billion of revenue in 2025.

The Company earned revenue by payment and transaction processing and distribution solutions to financial institutions, retailers, service providers and individual consumers (collectively services).

The services were provided to customers in numerous countries through various worldwide offices within 3 different reportable operating segments.

We identified the evaluation of the sufficiency of audit evidence over revenue as a critical audit matter.

The Company’s geographical dispersion of services worldwide, amongst various business lines required especially subjective auditor judgment in evaluating the sufficiency of audit evidence over revenue.

Further, our audit team consisted of auditors located in various countries worldwide.

This required especially challenging auditor judgment in the level of audit procedures and supervision applied at each country.

The following are the primary procedures we performed to address this critical audit matter.

We applied auditor judgment to determine the nature and extent of procedures to be performed over revenue, including the determination of locations at which those procedures were to be performed.

At each Company location selected, we:

- evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue process, including controls over the accurate recording of revenue amounts

- assessed the training and experience of the auditors on our audit team that were in countries other than the United States

- tested a sample of individual revenue transactions by comparing amounts recognized by the Company to relevant contracts and or payment and transaction support.

We also performed a software-assisted data analysis to test relationships among certain revenue transactions.

We evaluated the sufficiency of audit evidence obtained over revenue by assessing the results of procedures performed, including the appropriateness of such evidence.

We have served as the Company’s auditor since 2003.

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Settlement assets

Trade accounts receivable, net of credit loss allowance of $ 4.2 and $ 3.6

Trade accounts receivable, net of credit losses of $ 8.2 and $ 4.2

Prepaid expenses and other current assets

Total current assets

Operating right of use lease assets

Right‑of‑use assets – operating leases, net of amortization

Property and equipment, net of accumulated depreciation of $ 702.7 and $ 589.6

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Other assets, net of accumulated amortization of $ 96.9 and $ 82.6

Convertible notes re ceiv able

Convertible notes receivable

LIABILITIES AND EQUITY

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Direct operating costs

S alaries and benef its

Contract asset impairment

Salaries and benefits

Selling, general and administrative

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Other gains, net

Other expense, net

Other income (expense), net

Income before income taxes

Income tax expense

Net (gain) loss attributable to non-controlling interests

Net loss attributable to noncontrolling interests

Net income attributable to Euronet Worldwide, Inc.

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Other comprehensive (loss) income

Translation adjustment

Translation adjustment, net of tax

Comprehensive (loss) income

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(in millions, except share data)

Number of Shares

(Common and Treasury)

Balance as of December 31, 2022

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Repurchase of shares

( 4,336,896 )

Balance as of December 31, 2023

Net income (loss)

Other comprehensive (loss) income

Adoption of ASU-2020-60 on Convertible bond

Stock issued under employee stock plans

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Repurchase of shares

( 2,475,533 )

Balance as of December 31, 2024

Other compreh ensive (los s) income

Other comprehensive (loss) income

Stock issued under employee stock plans

Capped call, net of taxes

Share-based compensation

Repurchase of shares

Repurchase of shares, including taxes

( 7,243,649 )

Balance as of December 31, 2025

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(in millions)

Retained Earnings

Accumulated Other

Comprehensive Loss

Accumulated Other Comprehensive Loss

Noncontrolling

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Adoption of ASU-2020-60 on Convertible bond

Stock issued under employee s toc k plans

Stock issued under employee stock plans

Share-based compensation

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Balance as of December 31, 2023

Net income (loss)

Other comprehensive (loss) income

Adoption of ASU-2020-06 on Convertible bond

Stock issued under employee stock plans

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Stock issued under employee stock plans

Capped call, net of taxes

Share-based compensation

Repurchase of shares

Repurchase of shares, including taxes

Balance as of December 31, 2025

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Deferred income taxes

Accretion of convertible debt discount and amortization of debt issuance costs

Receivable write down

Amortization of debt issuance costs

Changes in working capital, net of amounts acquired:

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Acquisitions, net of cash acquired

Purchases of property and equipment and proceeds and proceeds from sale property and equipment

Purchases of property and equipment and proceeds from sale property and equipment

Issuance of Convertible Notes Receivable

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Repayments of revolving credit agreements

Net borrowings (repayments) fro m short- term debt obligations

Net borrowings (repayments) from short-term debt obligations

Proceeds from issuance convertible senior notes

Repayment of convertible senior notes

Repayment of capital lease obligations

Proceeds received from minority interest stockholders

Debt issuance costs

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Over the lesser of the lease term or estimated useful life

Goodwill and ot her intangible assets

Goodwill and other intangible assets

Goodwill - The Company accounts for goodwill and other intangible assets in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 350, Intangibles - Goodwill and Other ("ASC 350").

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ASC Topic 340, Other Assets and Deferred Costs ("ASC 340") requires the deferral of incremental costs to fulfill customer contracts, known as contract assets, which are then amortized to expense as part of direct operating costs over the respective periods of expected benefit.

D eferred contract costs are reported on our balance sheet within current or non-current other assets based on the expected life of the related contract.

Deferred contract costs are reported on our balance sheet within current or non-current other assets based on the expected life of the related contract.

At December 31, 2025 and 2024 , we had $ 97.9 million and $ 97.4 million, respectively, of deferred contract costs.

For the years ended December 31, 2024 , 2023 and 2022 , w e had $ 23.4 million, $ 17.1 million, and $ 22.1 million of amortization related to these costs, respectively.

For the years ended December 31, 2025 , 2024 and 2023 , we had $ 29.8 million, $ 23.4 million, and $ 17.1 million of amortization related to these costs, respectively.

On a quarterly basis we evaluate the carrying amount of contract assets recognized to determine if there are contracts that may have a carrying amount in excess of the remaining future consideration to be received from the contract.

Convertible notes

In August 2020, the FASB issued ASU 2020 - 06 , "Accounting for Convertible Instruments and Contracts in an Entity's Own Equity" which simplifies the accounting for convertible instruments by eliminating certain accounting models when the conversion features are not required to be accounted for as derivatives under Topic 815 , Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in-capital.

Under this ASU, certain debt instruments with embedded conversion features will be accounted for as a single liability measured at its amortized cost.

Additionally, this ASU eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments.

We adopted this standard on January 1, 2022 using the modified retrospective approach, which resulted in our Convertible Senior Notes due 2049 being recognized as a single liability.

As a result of the adoption of this standard we recorded a $ 99.7 million decrease to additional paid-in capital, a $ 56.8 million decrease in debt discounts and a $ 42.9 million increase in retained earnings.

The adoption of this standard also impacted our deferred tax liability by decreasing our deferred tax liability by $ 15.0 million, decreasing retained earnings by $ 10.6 million, and increasing additional paid-in capital by $ 25.6 million.

Additionally, the elimination of the treasury stock method increases the number of dilutive shares used in the diluted earnings per share calculation, if dilutive, by 2.8 million shares.

Income taxes are accounted for under the asset and liability method.

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See Note 13, Derivative Instruments and Hedging Activities, to the Consolidated Financial Statements for further discussion of derivative instruments.

Share-based compensation

Share ‑ Based Compensation (ASC 718)

The Company follows the provisions of ASC Topic 718, Compensation - Stock Compensation ("ASC 718"), for equity classified awards, which requires the determination of the fair value of the share-based compensation at the grant date and subsequent recognition of the related expense over the period in which the share-based compensation is earned ("requisite service period").

The amount of future compensation expense related to awards of nonvested shares or nonvested share units ("restricted stock") is based on the market price for Euronet Common Stock at the grant date.

The grant dat e is the date at which all key terms and conditions of the grant have been determined and the Company becomes contingently obligated to transfer equity to the employee who renders the requisite service, generally the date at which grants are approved by the Company's Board of Directors or Compensation Committee thereof.

The grant date is the date at which all key terms and conditions of the grant have been determined and the Company becomes contingently obligated to transfer equity to the employee who renders the requisite service, generally the date at which grants are approved by the Company's Board of Directors or Compensation Committee thereof.

Share-based compensation expense for awards with only service conditions is generally recognized as expense on a "straight-line" basis over the requisite service period.

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See Note 17, Stock Plans, for further disclosure.

Revenue recogni tion

The Company recognizes revenue when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services.

Sales and usage-based taxes are excluded from revenues.

A description of the major components of revenue by business segment is as follows:

EFT Processing - Revenues in the EFT Processing Segment are primarily derived from transaction and management fees and foreign currency exchange margin from owned and outsourced ATM, POS and card processing networks and from the sale of EFT software solutions for electronic payment and transaction delivery systems, and fees or margin earned from value added services, including dynamic currency conversion and domestic and international surcharge.

Transaction-based fees include charges for cash withdrawals, debit or credit card transactions, balance inquiries, transactions not completed because the relevant card issuer does not give authorization and prepaid mobile airtime recharges.

Outsourcing services are generally billed on the basis of a fixed monthly fee per ATM, plus a transaction-based fee.

Transaction-based fees are recognized at the time the transactions are processed and outsourcing management fees are recognized ratably over the contract period.

C ertain of the Company's non-cancelable customer contracts provide for the receipt of up-front fees from the customer and/or decreasing or increasing fee schedules over the agreement term for substantially the same level of services to be provided by the Company.

The Company recognizes revenue under these contracts based on proportional performance of services over the term of the contract.

This generally results in "straight-line" (i.e., consistent value per period) revenue recognition of the contracts' total cash flows, including any up-front payment received from the customer, which is recorded as deferred revenue upon receipt.

epay - Revenue generated in the epay Segment is primarily derived from commis sions or processing fees associated with distribution and/or processing of prepaid mobile airtime and digital media products.

These fees and commissions are received from mobile operators, content vendors or distributors or from retailers.

Commissions are recognized as revenue during the period in which the Company provides the service.

The portion of the commission that is paid to retailers is generally recorded as a direct operating cost.

In selling certain products, the Company is the p rinciple obligor in th e arrangements;

accordingly, the gross sales value of the products is recorded as revenue and the purchase cost as direct operating cost.

Transactions are processed through a network of POS terminals and direct connections to the electronic payment systems of retailers.

Transaction processing fees are recognized at the time the transactions are processed.

Money Transfer - R evenues for money transfer and other services represent a transaction fee in addition to a margin earned from purchasing currency at wholesale exchange rates and selling the currency to customers at retail exchange rates.

Revenues and the associated direct operating cost are recognized at the time the transaction is processed.

The Company has origination and distribution agents in place, which ea ch earn a fee for the respective service.

These fees are reflected as direct operating costs.

Revenue recognition

The Company recognizes revenue when control of the promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

Depending on the nature of the underlying arrangements, revenue may be earned from transaction ‑ based fees, commissions, foreign exchange margins, or the sale of prepaid products.

Sales and usage ‑ based taxes collected from customers and remitted to governmental authorities are excluded from revenues.

The nature of the Company’s performance obligations varies by business segment based on the products and services provided.

A description of the major components of revenue and the related performance obligations for each segment is as follows:

Nature of performance obligations

The Company provides electronic funds transfer processing services, which include routing, authorizing, switching, and completing ATM, POS, and card ‑ based electronic transactions, as well as operating ATM networks and providing outsourced ATM and card management services.

Depending on the arrangement, the Company may also provide ATM monitoring, maintenance, and EFT software solutions.

For transaction ‑ based services, the various activities involved in processing a transaction (e.g., authorization, routing, settlement, and related value ‑ added services) are inputs to a single integrated service that customers cannot benefit from independently.

For outsourcing arrangements, ATM management and related services are provided continuously over the contract term and represent a series of distinct periods of service that are substantially the same.

When revenue is recognized

 Transaction ‑ based services:

The Company satisfies its performance obligation at a point in time, which occurs when the electronic transaction is fully processed.

 Outsourcing services:

The Company satisfies its performance obligation over time, as customers simultaneously receive and consume the benefits of the ATM management and processing services.

Revenue is recognized ratably over the contract term, generally based on fixed monthly fees and/or contracted fee schedules.

How revenue is measured

Revenue consists primarily of transaction fees, management fees, foreign currency exchange margin on ATM withdrawals, and fees from value ‑ added services such as dynamic currency conversion and surcharges.

The Company acts as principal in these arrangements, as it controls the ATM network or processing services prior to transfer to the customer;

accordingly, revenue is recognized on a gross basis.

Nature of performance obligations

The Company provides distribution, activation, and electronic processing services for prepaid mobile airtime, digital media products, and other stored ‑ value goods through a network of POS terminals and direct system integrations.

Depending on the arrangement, the Company may act as agent (providing distribution services on behalf of operators or content providers) or as principal (generally in arrangements where the Company controls the product prior to transfer, including where rights of return to vendors exist).

These activities — including making prepaid products available, processing activations, routing electronic transactions, and providing access to operators’ platforms — are inputs to the Company’s service and support the transfer of either (i) a distribution service (agency model) or (ii) a prepaid product (principal model).

When revenue is recognized

 Distribution and agency services (net):

The performance obligation is fulfilled at a point in time, generally when the prepaid product is delivered or activated and the Company earns a commission.

 Principal sales of prepaid products (gross):

The performance obligation is fulfilled at a point in time, when control of the prepaid product transfers to the retailer or end customer, typically upon activation or delivery.

 Transaction processing services:

The performance obligation is fulfilled at a point in time, when the underlying electronic transaction is fully processed.

How revenue is measured

 For agency arrangements, the Company does not control the underlying product and therefore recognizes revenue net of amounts remitted to operators, content providers, or retailers.

 For principal arrangements, the Company controls the prepaid product prior to transfer and therefore recognizes revenue on a gross basis, with the related acquisition cost recorded as a direct operating expense.

 Transaction processing revenue is recognized based on fees earned per processed transaction, regardless of whether the transaction is completed or declined due to issuer authorization outcomes.

Money Transfer:

Nature of performance obligation

The Company provides a single, integrated money transfer service that enables a sender to transfer funds to a designated recipient through the Company’s global origination and payout network.

The service encompasses (i) accepting and validating the transfer request, (ii) routing and processing the transaction through the Company’s systems, (iii) transmitting the necessary information to payout partners, (iv) performing foreign currency conversion when required, and (v) making funds available for payout at the destination.

These activities are inputs to the same overall service and are not distinct within the context of the contract because customers cannot benefit from them on a standalone basis.

When revenue is recognized

The Company satisfies its performance obligation at a point in time, which occurs when the transaction is fully processed and funds are made available for payout to the recipient.

At that point, control of the service has transferred to the customer.

How revenue is measured

Revenue consists of (a) transaction fees charged to customers and (b) foreign exchange margins earned when converting currency at retail rates relative to wholesale acquisition costs.

Foreign exchange is not a separate performance obligation;

it is an integral component of the end ‑ to ‑ end money transfer service.

Amounts owed to origination and distribution agents for facilitating the sending and payout of funds are treated as direct operating costs of fulfilling the Company’s single performance obligation.

Principal considerations

The Company acts as principal in money transfer transactions because it controls the service prior to transfer to the customer, including discretion over the routing of transactions, the payout network used, and the terms of currency conversion.

Accordingly, revenue is presented gross of agent commissions and other amounts remitted to payout partners, which are recorded in direct operating costs.

Deferred Revenues - The Company records deferred revenues when cash payments are received or due in advance of its performance.

The decrease in the deferred revenue balance for the year ended December 31, 2024 was primarily driven by $ 39.3 million of cash payments received in the current year for which the Company has not yet satisfied the performance obligations, offset by $ 39.6 million of revenues recognized that were included in the deferred revenue balance as of December 31, 2023 .

The increase in the deferred revenue balance for the year ended December 31, 2025 was primarily driven by $ 42.1 million of cash payments received in the current year for which the Company has not yet satisfied the performance obligations, offset by $ 38.5 million of revenues recognized that were included in the deferred revenue balance as of December 31, 2024 .

Disaggregation of Revenues - The following table presents the Company's revenues disaggregated by segment and region.

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Recent accounting guidance

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023 - 07 , Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures .

The amended guidance requires incremental reportable segment disclosures, primarily about significant segment expenses.

The amendments also require entities with a single reportable segment to provide all disclosures required by these amendments, and all existing segment disclosures.

The amendments will be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted.

The adoption of this standard did not have a significant impact on the Company's consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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It also requires disaggregating individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received).

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and the Company will adopt the standard in the following fiscal year.

The adoption of this standard is not expected to have a significant impact on the Company's consolidated financial statements and related disclosures.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and the Company adopted this standard in 2025.

The adoption of this standard did not have a significant impact on the Company's consolidated financial statements and related disclosures.

Issued but not yet adopted

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE) , which requires companies to disclose additional information about expenses in their income statements.

The Company already disaggregates its most significant expense line items, and as a result, the adoption of this standard is not expected to have a significant impact on the Company's consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025 ‑ 06, Internal ‑ Use Software , which modernizes the accounting for internal ‑ use software by removing development “project stages” and requiring capitalization to begin when management authorizes funding and it is probable the project will be completed and used as intended.

The ASU also supersedes the existing website development cost guidance and incorporates it into Subtopic 350 ‑ 40.

The guidance is effective for fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is evaluating the impact of this ASU and does not expect a material effect on its consolidated financial statements.

(4) Settlement Assets and Obligations

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(in millions)

December 31, 2025

December 31, 2024

December 31, 2023

Cash and cash equivalents

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The table includes all stock options and restricted stock that are dilutive to the Company's weighted average common shares outstanding during the period.

The calculation of diluted earnings per share excludes stock options or shares of restricted stock that are anti-dilutive to the Company's weighted average common shares outstanding for the years ended December 31, 2024 , 2023 and 2022 of approximate ly 3,125,000 , 3,768,000 and 1,975,000 , respectively.

We issued Convertible Senior Notes ("Convertible Notes") due March 2049 on March 18, 2019.

Our Convertible Notes currently have a settlement feature requiring us upon conversion to settle the principal amount of the debt and any conversion value in excess of the principal value ("conversion premium"), for cash or shares of our common stock or a combination thereof, at our option.

We have stated our intent to settle any conversion of these notes by paying cash for the principal value and issuing common stock for any conversion premium;

however, after adopting ASU 2020 - 06 , 2.8 million incremental shares assumed for conversion of convertible notes shall be included in the dilutive earnings per share calculation, if dilutive, regardless of whether the market price trigger has been met.

Therefore, our Convertible Notes were included in the calculation of diluted earnings (loss) per share if their inclusion was dilutive.

The dilutive effect increases the more the market price exceeds the conversion price of $ 188.73 per share.

See Note 12, Debt Obligations, to the Consolidated Financial Statements for more information about the Convertible Notes.

The calculation of diluted earnings per share excludes stock options or shares of restricted stock that are anti-dilutive to the Company's weighted average common shares outstanding for the years ended December 31, 2025 , 2024 and 2023 of approximately 5,115,000 , 3,125,000 and 3,768,000 , respectively.

Euronet issued Convertible Senior Notes ("Convertible Notes") due March 2049 (the “2049 Convertible Notes”) and October 2030 (the “2030 Convertible Notes”).

The Convertible Notes currently have a settlement feature requiring us upon conversion to settle the principal amount of the debt and any conversion value in excess of the principal value ("conversion premium"), for cash or shares of Euronet's common stock or a combination thereof, at the Company's option.

All shares issuable upon conversion of the Convertible Notes, assuming share settlement, are required to be included in the dilutive earnings per share calculation, if dilutive, regardless of whether the market price trigger has been met.

Therefore, the Convertible Notes are included in the calculation of diluted earnings per share if their inclusion is dilutive.

The dilutive effect increases the more the market price exceeds the applicable conversion price for each series of the Convertible Notes.

In August 2025, in connection with the offering of the 2030 Convertible Notes, the Company entered into several Capped Call Options with various counterparties, which cover, subject to anti-dilution adjustments substantially similar to those in the 2030 Convertible Notes, an aggregate of 7.9 million shares of the Company’s common stock, the same number of shares that initially would be issuable upon conversion of the 2030 Convertible Notes.

The Capped Call Options meet the criteria for classification as equity and, as such, are not remeasured each reporting period.

During the third quarter of 2025, the Company paid $ 99.8 million for the Capped Call Options, which was recorded as a reduction to “Additional paid-in capital” within the Company’s consolidated financial statements along with the offsetting associated deferred tax impact of $ 25.9 million.

Capped Call Options and diluted EPS.

In connection with the issuance of the 2030 Convertible Notes, the Company entered into capped call transactions intended to reduce or offset potential dilution to the Company’s common stock upon any conversion of the 2030 Convertible Notes and/or to offset any cash payments the Company is required to make in excess of the principal amount, in each case up to the cap price of the capped calls.

The capped calls are purchased call options on the Company’s common stock that are classified in equity and are not remeasured each reporting period.

In accordance with ASC 260, the capped calls are excluded from the computation of diluted earnings per share because their effect is anti ‑ dilutive;

consequently, they are not reflected in diluted weighted average shares outstanding, regardless of whether they are in ‑ the ‑ money during the period.

The capped calls economically offset dilution from assumed conversion of the 2030 Convertible Notes up to the capped price but do not affect the diluted EPS calculation.

During March 2025, almost all of the holders of the 2049 Convertible Notes exercised their right to require the Company to repurchase their 2049 Convertible Notes, and the Company repurchased $ 491.8 million of the 2049 Convertible Notes leaving $ 33.2 million of the 2049 Convertible Notes outstanding at December 31, 2025.

The issuance of the 2030 Convertible Notes increased the weighted average incremental shares from assumed conversion from 2.8 million in the prior year to 3.7 million, partially offset by a decrease due to the repurchase of the 2049 Convertible Notes for the three months ended September 30, 2025.

See Note 12, Debt Obligations, to the consolidated financial statements for more information about the Convertible Notes and the Capped Call Options.

Share repurchases

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.

(1) 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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Preferred Stock

The Company has the authority t o issue up to 10 million shares of preferred stock, of which no shares are currently issued or outstanding.

The Company has the authority to issue up to 10 million shares of preferred stock, of which no shares are currently issued or outstanding.

Accumulated other comprehensive gain (loss)

As of December 31, 2025 and 2024 , accumulated other comprehensive gain (loss) consists entirely of foreign currency translation adjustments.

The Company recorded a foreign currency translation loss of $ 117.8 million, a gain of $ 47.9 million and a loss of $ 78.3 million for the years ended December 31, 2024 , 2023 , and 2022 , respectively.

The Company recorded a foreign currency translation gain of $ 258.7 million, a loss of $ 117.8 million and a gain of $ 47.9 million for the years ended December 31, 2025 , 2024 , and 2023 , respectively.

There were no reclassifications of foreign currency translation into the Consolidated Statements of Operations for the years ended December 31, 2025 , 2024 , and 2023 .

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Acquisitions 2025

Kyodai (Japan)

On May 31, 2025, Euronet completed the acquisition of a 60 % equity stake in UNIDOS CO.

LTD from multiple shareholders for a consideration of $ 20.0 million, including a probable earn out of $ 1.6 million.

The effective date of control is June 1, 2025.

The Company allocated $ 9.9 million of the enterprise value to customer relationships, $ 7.9 million to acquired net assets, $ 3.5 million to deferred tax liability, $ 12 million to non-controlling interest and the remaining $ 17.7 million to goodwill.

The purchase price was preliminary allocated to the assets acquired and liabilities assumed including identifiable intangible assets based on provisional values at the date of the acquisition.

The acquisition has been accounted for as a business combination in accordance with US GAAP and the results of operations have been included in the Money Transfer segment.

CoreCard (USA)

On October 30, 2025, the Company completed the acquisition of 100 % of the outstanding equity of CoreCard Corporation pursuant to the Agreement and Plan of Merger dated July 30, 2025.

Under the terms of the agreement, each CoreCard common share converted into 0.3142 shares of Euronet common stock, with fractional shares settled in cash at the closing price of Euronet stock on the trading day immediately preceding the acquisition date.

In addition, unvested CoreCard RSUs vested at closing and were settled in Euronet shares, and outstanding stock options were cash ‑ settled at intrinsic value.

The total purchase consideration was $ 192.7 million and consisted of the fair value of Euronet shares issued, cash in lieu of fractional shares, and cash to settle options and RSU ‑ related withholding obligations.

The transaction has been accounted for as a business combination under ASC 805, and CoreCard ’ s results are included in the Company ’ s EFT Processing Segment beginning on the acquisition date.

No contingent consideration, escrow, or holdback was recognized.

The Company acquired 100 % of CoreCard;

no noncontrolling interest was recognized.

No bargain purchase gain was recorded.

Purchase price allocation

The Company performed a preliminary allocation of the purchase price for CoreCard to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date.

The allocation is subject to change during the measurement period as the Company finalizes the valuation of identifiable intangible assets, working ‑ capital items and income ‑ tax ‑ related balances.

Preliminary CoreCard purchase price accounting at October 30, 2025 (in millions)

Assets acquired

Cash and cash equivalents

Accounts receivable

Taxes receivable

Other current assets

Long‑term investments

Property and equipment

Long‑term deferred tax assets

Other long‑term assets

Right‑of‑use (ROU) lease assets

Identifiable intangible assets

Total assets acquired

Liabilities assumed

Accounts payable

Employee‑related payables

Deferred revenue

Other liabilities

Operating lease liabilities

Other long‑term liabilities

Deferred tax liability

Total liabilities assumed

Net assets recognized (equals consideration transferred)

Preliminary goodwill of $ 88.3 million reflects anticipated synergies, assembled workforce, and the strategic benefit of integrating CoreCard’s issuing technology into the Company’s platform The Plan of Merger was intended to qualify as a "reorganization" within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code, and that this Plan of Merger will constitute a "plan of reorganization" for purposes of Sections 354 and 361 of the Code and Treasury Regulations Section 1.368-2(g).

As a result, the acquisition did not create deductible goodwill for tax purposes and Euronet will not amortize goodwill calculated in the valuation.

Measurement ‑ period status

The allocation above is preliminary and subject to change as the Company completes its valuation analyses of identifiable intangible assets, certain working ‑ capital accounts and related deferred taxes within the ASC 805 measurement period.

Any adjustments will be recorded retrospectively to the acquisition date with a corresponding adjustment to goodwill.

Identifiable Intangible Assets and Estimated Useful Lives

The Company expects the identifiable intangible assets of CoreCard acquired to include developed technology, customer relationships, and trade name.

Fair values and useful lives are being finalized;

until completion, the following table presents the aggregate amount and expected categories with preliminary useful ‑ life ranges.

Intangibles subject to amortization (preliminary, in millions):

Identifiable Intangible Assets and Estimated Useful Lives

(Preliminary — in millions)

(in millions)

Amortization Method

Straight‑line

CoreCard Platform (Developed Technology)

Straight‑line

Large Individual Customer Relationship

Straight‑line

Other Customer Relationships

Straight‑line

Total Identifiable Intangible Assets

Final category splits and useful lives will be determined based on market ‑ participant assumptions, technology life cycles, and customer attrition analyses.

Updates will be reflected as measurement ‑ period adjustments under ASC 805.

Post-acquisition Results

From October 31, 2025 to December 31, 2025, CoreCard contributed revenue of $ 12.7 million, gross margin of $ 8.0 million and operating income of $ 1.9 million to consolidated results (excludes purchase accounting amortization).

Acquisitions 2024

On February 1, 2024, Euronet acquired Infinitium Group, a leading regional solutions provider with Payments Authentication services, for a purchase consideration of $ 70.0 million cash and $ 5.0 million of the Company’s common stock to be paid over two installments on February 1, 2026 and 2027.

The Company allocated $ 51.0 million of the purchase consideration to customer relationships, $ 5.6 million to acquired net assets, $ 10.2 million to deferred tax liability and the remaining $ 28.6 million to goodwill.

In the second quarter of 2024 , Euronet acquired a business for an immaterial amount.

Acquisitions 2023

The Company completed one acquisition in 2023 for an immaterial amount.

(7) Restricted Cash

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Less accumulated depreciation

Depreciation expenses related to property and equipment, including property and equipment recorded under finance leases, for the years ended December 31, 2024 , 2023 and 2022 was $ 102.6 million, $ 100.8 million, and $ 101.5 million, respectively.

Depreciation expenses related to property and equipment, including property and equipment recorded under finance leases, for the years ended December 31, 2025 , 2024 and 2023 were $ 105.1 million, $ 102.6 million, and $ 100.8 million, respectively.

(9) Goodwill and Acquired Intangible Assets, Net

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(10) Convertible Notes Receivable

The Company loaned a total of $ 60.0 million to Koin Mobile, LLC and Marker Trax, LLC under two promissory notes (the "Notes"), which were fully executed on October 19, 2023.

The Company loaned $ 60.0 million to Koin Mobile, LLC and Marker Trax, LLC under two promissory notes (the "2028 Notes"), which were fully executed on October 19, 2023.

Under the terms of the 2028 Notes, interest will accrue on the Notes at 2 % per annum and all unpaid principal and interest will be due and payable on October 18, 2028 if not converted earlier as discussed below.

The Company has a security interest in all of the assets of Koin Mobile, LLC and Marker Trax, LLC.

At December 31, 2024 the outstanding principal and accrued interest were $ 60.0 million and $ 1.4 million.

The Notes are convertible into preferred equity of Koin Mobile, LLC and Marker Trax, LLC at the option of the Company upon the occurrence of certain events including a qualified equity financing, change in control, achievement of profitability or at the option of the Company at maturity, as defined in the Notes.

On March 27, 2025, the Company loaned $ 25.0 million to Marker Trax Digital, LLC under a promissory note (the "2030 Note").

Under the terms of the 2030 Note, interest will accrue on the 2030 Note at 2 % per annum and all unpaid principal and interest will be due and payable on March 27, 2030 if not converted earlier as discussed below.

The Company has a security interest in all of the assets of Koin Mobile, LLC, Marker Trax, LLC, and Marker Trax Digital, LLC.

The aggregate outstanding principal and accrued interest under the 2028 Notes and the 2030 Note were $ 85.0 million and $ 3.0 million at December 30, 2025.

The 2028 Notes and the 2030 Note are convertible into preferred equity of Koin Mobile, LLC, Marker Trax, LLC and Marker Trax Digital, LLC, at the option of the Company upon the occurrence of certain events including a qualified equity financing, change in control, achievement of profitability or at the option of the Company at maturity, as defined in the related promissory note purchase agreements.

(11) Accrued Expenses and Other Current Liabilities

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Current portion of finance lease obligations

Restructuring and Related Costs

In 2025, the Company initiated a restructuring program within its Money Transfer segment designed to streamline operations, reduce costs, and improve organizational efficiency.

The restructuring actions were developed with the assistance of an external consulting firm and included a reduction in workforce and organizational realignment activities.

The Company expects these actions to enhance long ‑ term operating margins within the segment.

Restructuring Charges

Severance and Employee ‑ Related Costs

During 2025, the Company recognized $ 3.0 million of severance and employee ‑ related costs associated with involuntary terminations.

These costs qualified as exit and disposal activities under ASC 420, Exit or Disposal Cost Obligations, and were recorded within Operating expenses on the Consolidated Statements of Operations.

All severance ‑ related liabilities were paid during 2025, and no remaining liability was outstanding as of December 31, 2025.

Professional Fees and Other Costs

In connection with the restructuring program, the Company engaged a global consulting firm to support organizational design, operational process redesign, and implementation activities.

The Company incurred $ 17.4 million of consulting and professional service fees during 2025.

These costs do not meet the criteria for exit or disposal costs under ASC 420 and were expensed as incurred within Operating expenses.

As of December 31, 2025, the Company had outstanding liabilities related to these consulting fees totaling $ 10.9 million, consisting of:

 $ 2.0 million recorded in Accounts payable, and

 $ 8.9 million recorded in Accrued expenses and other current liabilities.

(12) Debt Obligations

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0.625 % convertible notes, unsecured, due 2030

0.75 % convertible notes, unsecured, due 2049

1.375 % Senior Notes, due 2026

Uncommitted credit a greeme nt

Uncommitted credit agreement

Other obligations

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Long-term debt obligations

As of December 31, 2024 , aggregate annual maturities of long-term debt are $ 621.5 million due in 2026 , and $ 512.9 million thereafter.

This maturity schedule reflects the 1.375 % Senior Notes of € 600.0 million ($ 621.5 million) maturing in 2026 and the revolving credit facility maturing in 2029 .

As of December 31, 2025, annual maturities of long ‑ term debt are our 2030 Convertible Notes, which mature in 2030, our 2049 Convertible Notes, which mature in 2049 with an earlier optional repurchase date of March 15, 2029, and our revolving credit facility which expires in December 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 tranc he totaling $ 215 million .

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

The amended Credit Facility also removes the credit spread adjustment on SOFR and SONIA borrowings.

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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 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

In addition, the Company pays a

facility fee on the total commitments made under the Revolving Credit Facility,

which varies from 0.125 % to 0.250 %.

current facility fee is 0.175 %.

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 %.

In addition, the Company pays a facility fee on the total commitments made under the Revolving Credit Facility, which varies from 0.125 % to 0.250 %.

The current facility fee is 0.175 %.

The agreement contains customary affirmative and negative covenants, events of default and financial covenants, including (all as defined in the Credit Facility):

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Uncommitted Credit Agreements

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 .

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 prior to September 30, 2025 and $ 250 million thereafter.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 %.

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

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

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 .

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

On June 27, 2023, the Company entered into an Uncommitted Credit Agreement for $ 300 million, for the sole purpose of providing vault cash for ATMs, that expired on November 30, 2023 .

The loan was fully repaid and there was no balance at December 31, 2023.

The loan bore interest at the rate per annum equal to the secured overnight financing rate (“SOFR”) plus 1.125 %.

The weighted-average interest rate from the loan inception date to November 30, 2023 was 6.37 %.

On June 26, 2023, the Company entered into an Uncommitted Loan Agreement for $ 150 million, fully drawn and outstanding at December 31, 2023, for the sole purpose of providing vault cash for ATMs, that expired on June 21, 2024 .

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

The loan was either a Prime rate loan, a Bloomberg Short-term Bank Yield ("BSBY") rate loan plus 0.95 % 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 January 1, 2024 to June 21, 2024 was 6.34 %.

Convertible Debt

2030 Convertible Notes

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 will 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 incurred $ 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.

Capped Call Transactions

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.

2049 Convertible Notes

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

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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 Convertible Notes, the Company recorded $ 12.8 million in debt issuance costs, which are being amortized through March 1, 2025.

The Company may redeem for cash all or any portion of the Convertible Notes, at its option, (i) if the closing sale price of the Company's Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption and (ii) on or after March 20, 2025 and prior to the maturity date, regardless of the foregoing sale price condition, in each case at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

No sinking fund is provided for the Convertible Notes.

In addition, if a fundamental change, as defined in the Indenture, occurs prior to the maturity date, holders may require the Company to repurchase for cash all or part of their Convertible Notes 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 fundamental change repurchase date.

As of December 31, 2024 the conversion threshold was not met.

On January 1, 2022, the Company adopted ASU 2020 - 06 , "Accounting for Convertible Instruments and Contracts in an Entity's Own Equity" which simplifies the accounting for convertible instruments by eliminating certain accounting models when the conversion features are not required to be accounted for as derivatives under Topic 815 , Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in-capital.

ASU 2020 - 06 amended the accounting for convertible instruments with ASC Topic 470 Debt (See Footnote 3 for the accounting impact of adopting ASU 220 - 06 ).

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 .

Contractual interest expenses for the Convertible Notes was $ 3.9 million for each of the years ended December 31, 2024 , 2023 and 2022 .

The effective interest rate was 4.35 % for the year ended December 31, 2024.

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.

1.375 % Senior Notes due 2026

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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 , the Company has outstanding € 600.0 millio n ($ 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, 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.

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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.

(13) Derivative Instruments and Hedging Activities

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The following tables summarize the location and amount of gains on derivatives in the Consolidated Statements of Operations for the years ended December 31, 2025 , 2024 and 2023 :

Amount of Gain (Loss) Recognized in Income on Derivative Contracts (a)

Location of Gain (Loss) Recognized in Income on Derivative Contracts

Amount of Gain Recognized in Income on

Derivative Contracts (a)

Year Ended December 31,

(in millions)

Location of Gain (Loss) Recognized in Income on Derivative Contracts

Foreign currency exchange contracts - Ria Operations

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Payments for ATM site leases with termination options subject to the short-term lease exemption are expensed in the period incurred.

T he short-term lease expense for 2024 reasonably ref lects the Company’s short-term lease commitments.

The short-term lease expense for 2025 reasonably reflects the Company’s short-term lease commitments.

Certain of the Company's lease agreements include variable rental payments based on revenues generated from the use of the leased location and certain leases include rental payments adjusted periodically for inflation.

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Year ended December 31, 2024

Year e nde d December 31, 2022

Year ended December 31, 2023

Operating lease expense

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Current tax expense (benefit):

state and local

Total current

Deferred tax expense (benefit):

state and local

Total deferred

Total tax expense

Beginning in 2025 annual reporting, we adopted ASU 2023-09 prospectively.

See Note 3 – Summary of Significant Accounting Policies –Recently Adopted Accounting Pronouncements for additional details on the adoption of ASU 2023-09.

A reconciliation of the U.S.

federal statutory income tax rate to our effective tax rate pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 is as follows (in millions, except for percentages):

Year Ended December 31, 2025

Federal income tax expense (benefit) at applicable statutory rate:

Effects of cross border tax laws

Changes in valuation allowance

Nontaxable and nondeductible items

Stock compensation

State and local income taxes, net of federal effect

State and local income taxes

Nontaxable and nondeductible items

Loss on corporate reorganization

Withholding tax

United Kingdom

Nontaxable and nondeductible items

Gain on corporate reorganization

Other foreign jurisdictions

Changes in unrecognized tax benefits

The following is a reconciliation of the federal statutory income tax rates of 21 % to the effective income tax rate for the years ended December 31, 2024 , and 2023 :

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We calculate our provision for federal, state and foreign income taxes based on current tax law.

Cash paid for income taxes, net of refunds received, by jurisdiction pursuant to the disclosure requirement of ASU 2023-09 for the year ended December 31, 2025 is as follows (in millions):

(in millions)

Year Ended December 31, 2025

United Kingdom

Total cash paid for income taxes, net of refunds received

The tax effect of temporary differences and carryforwards that give rise to deferred tax assets and liabilities from continuing operations are as follows:

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Capitalized research and development

Capped call premium

Total deferred tax assets

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Accrued interest

Capitalized research and development

Property and equipment

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Partnership Investment

Deferred revenue

Total deferred tax liabilities

Net deferred tax liabilities

Net deferred tax assets of $ 25.3 million and $ 28.3

million as of December 31, 2024 and 2023, respectively, are recorded within

"Other assets" on the Consolidated Balance Sheet.

Net deferred tax assets of $ 61.9 million and $ 25.3 million as of December 31, 2025 and 2024 , respectively, are recorded within "Other assets" on the Consolidated Balance Sheet.

Subsequently recognized tax benefits relating to the valuation allowance for deferred tax assets as of December 31, 2025 are expected to be allocated to income taxes in the Consolidated Statements of Operations.

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Gross undistributed earnings reinvested indefinitely in foreign subsidiaries aggregated approximately $ 2,987.3 million as of December 31, 2025 .

Based upon the current OECD rules and administrative

guidance, as well as the related legislation of those countries which has been

enacted to date, the Company does not anticipate being subject to material minimum

foreign taxes.

The Company is continuing to monitor the potential impact of the

Pillar Two proposals and developments on our Consolidated Financial Statements

and related disclosures, including eligibility for any transitional safe harbor

Based upon the current Organization for Economic Co-operation and Development (OECD) rules and administrative guidance, as well as the related legislation of those countries which has been enacted to date, the Company does not anticipate being subject to material minimum foreign taxes.

The Company is continuing to monitor the potential impact of the Pillar Two proposals for a minimum effective tax rate and related developments on our Consolidated Financial Statements and related disclosures, including eligibility for any transitional safe harbor rules.

Accounting for uncertainty in income taxes

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Total estimated accrued interest and penalties related to the underpayment of income taxes was $ 7.0 million and $ 7.1 million as of December 31, 2025 and 2024 , respectively.

The following income tax years remain open in the Company's major jurisdictions as of December 31, 2024 :

Jurisdictions

2014 through 2024

2016 through 2024

2019 through 2024

2016 through 2024

2019 through 2024

The Company is subject to taxation in the U.S.

and various state and foreign jurisdictions.

The major jurisdictions which remain subject to examination after 2014 include the U.S., Germany, India, and Spain.

It is reasonably possible that the balance of gross unrecognized tax benefits could significantly change within the next twelve months as a result of the resolution of audit examinations and expirations of certain statutes of limitations and, accordingly, materially affect the Company's operating results.

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Historically, the Company has not experienced significant write-offs.

The Company records credit losses when it is probable that the accounts receivable balance will not be collected.

The following table provides a summary of the credit loss balances and activity for the years ended December 31, 2024 , 2023 and 2022 :

The Company records an allowance for credit losses when it is probable that the accounts receivable balance will not be collected.

The following table provides a summary of the allowance for credit loss balances and activity for the years ended December 31, 2025 , 2024 and 2023 :

Year Ended December 31,

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The Company has share-based compensation plans ("SCP") that allow it to grant restricted shares, or options to purchase shares, of common stock to certain current and prospective key employees, directors, and consultants of the Company.

These awards gen erally vest over periods ranging from three to four years from the date of grant.

These awards generally vest over periods ranging from three to four years from the date of grant.

Stock options are generally exercisable during the shorter of a ten-year term or the term of employment with the Company.

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The intrinsic value of these options exercised was $ 2.0 million, $ 10.7 million, and $ 6.3 million in the years ended December 31, 2025 , 2024 and 2023 , respectively.

As of December 31, 2024 , unrecognized compensation expense related to nonvested stock options that are expected to vest totaled $ 48.3 million and wi ll be recognized over the next 4 years, with an overall weighted-average period of 3 years.

As of December 31, 2025 , unrecognized compensation expense related to nonvested stock options that are expected to vest totaled $ 30.4 million and will be recognized over the next 4 years, with an overall weighted-average period of 2.3 years.

We did not grant any options in 2025.

The following table provides the fair value of options granted under the SCP during 2024 and 2023 , together with a description of the assumptions used to calculate the fair value using the Black-Scholes-Merton option-pricing model or Monte Carlo simulation model:

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4.09 % to 4.31

3.97 % to 3.45

Dividend yield

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Expected lives

Weighted-average fair value (per option)

During 2024 , the Company granted 562,785 options to executive officers, which vest evenly over a four-year term upon the achievement of a 10 % increase over the share price on the date of grant for 30 consecutive days.

During 2023 , the Company granted approximately 596,127 options to executive officers, which vest evenly over a five-year term upon the achievement of a 10 % increase over the share price on the date of grant for 30 consecutive days.

Weighted-average fair value (per share)

During 2024 , the Company granted approximately 562,785 options to executive officers, which vest evenly over a four-year term upon the achievement of a 10 % increase over the share price on the date of grant for 30 consecutive days.

Restricted stock

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Nonvested at December 31, 2025

T he fair value of shares vested in the y ears ended December 31, 2024 , 2023 and 2022 was $ 18.9 million, $ 14.8 million, and $ 9.3 million, respectively.

As o f December 31, 2024 , there was $ 20.4 million of total unrecognized compensation cost related to unvested time-based restrict ed stock, which is expected to be recognized over a weighted-average period of 3.1 years.

The fair value of shares vested in the years ended December 31, 2025 , 2024 and 2023 was $ 19.5 million, $ 18.9 million, and $ 14.8 million, respectively.

As of December 31, 2025 , there was $ 35.8 million of total unrecognized compensation cost related to unvested time-based restricted stock, which is expected to be recognized over a weighted-average period of 3.2 years.

As of December 31, 2025 , there was $ 44.0 million of total unrecognized compensation costs related to unvested performance-based restricted stock, which is expected to be recognized based on Company performance over a weighted-average period of 1.7 years.

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Through this segment, the Company also offers a suite of integrated electronic financial transaction software solutions for electronic payment and transaction delivery systems.

2 ) T hrough the epay Segment, the Company provides distribution, processing and collection services for prepaid mobile airtime and other electronic payment products in Europe, the Middle East, Asia Pacific, the United States, and South America.

3 ) Through the Money Transfer Segment, the Company provides global money transfer services under the brand names Ria, AFEX, IME, and xe.

Ria, AFEX, and IME provide global consumer-to-consumer money transfer services through a network of sending agents, Company-owned stores and Company-owned websites, disbursing money transfers through a worldwide correspondent network.

2) Through the epay Segment, the Company provides distribution, processing and collection services for prepaid mobile airtime and other electronic payment products in Europe, the Middle East, Asia Pacific, the United States, and South America.

3) Through the Money Transfer Segment, the Company provides global money transfer services under the brand names Ria and Xe.

Ria provides global consumer-to-consumer money transfer services through a network of sending agents, Company-owned stores and Company-owned websites, disbursing money transfers through a worldwide correspondent network.

Xe offers account-to-account international payment services to high-income individuals and small-to-medium sized businesses.

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Direct operating costs

Contract asset impairment

Salaries and benefits

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Interest expense

Foreign currency exchange gain, net

Foreign currency exchange loss, net

Other gains, net

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Direct operating costs

Salaries and benefit s

Salaries and benefits

Selling, general and administrative

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Interest expense

Foreign currency exchange loss, net

Foreign currency exchange gain, net

Other gains, net

Total other expense, net

Total other income (expense)

Income before income taxes

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Fair value measurements

Fair value measurements used in the consolidated financial statements are based upon the price that would be received to sell an asset or paid to transfer a liability in an orderly transac tion between market participants at the measurement date.

Fair value measurements used in the consolidated financial statements are based upon the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).

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The three levels of the fair value hierarchy are described below:

L evel 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.

L evel 2 – Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

 Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.

 Level 2 – Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

 Level 3 – Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the inputs that market participants would use in pricing.

The follow ing table details financial assets measured and recorded at fair value on a recurring basis:

The following table details financial assets measured and recorded at fair value on a recurring basis:

As of December 31, 2025

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Balance Sheet Classification

Foreign currency exchan ge cont racts

Foreign currency exchange contracts

Other current assets

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Other current assets

Convertible notes receivable

Marketable securities

Foreign currency exchange contracts

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The Company estimates the fair value of the Convertible Notes and Senior Notes using quoted prices in inactive markets for identical liabilities (Level 2).

As of December 31, 2024 , the fair values of the Convertible Notes and Senior Notes were $ 515.4 million and $ 604.8 million , respectively, with carrying values of $ 525.0 million and $ 621.5 million, respectively.

As of December 31, 2025 , the fair values of the 2030 Convertible Notes, 2049 Convertible Notes and Senior Notes were $ 932.2 million, $ 31.1 million and $ 700.9 million, respectively, with carrying values of $ 1,000.0 million, $ 33.2 million and $ 704.6 million, respectively.

(20) Litigation and Contingencies

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These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case.

During July 2024, the Company received an adverse judicial decision related to withholding taxes on certain agency relationships in Italy within the Money Transfer Segment, which the Company has appealed.

In January 2025, the Company received a positive judicial decision in the same court related to the same issue but corresponding to a different taxable period.

The Company completed an assessment and concluded that it is reasonably possible that a liability has been incurred, but not probable.

The principal amount of the agent-based withholding tax could be approximately $ 16.5 million for all open periods.

Since July 2024, the Company has received multiple differing judicial decisions at the same tax court addressing withholding taxes on certain agency relationships within the Money Transfer Segment in Italy.

The Company intends to appeal or has appealed these decisions to a higher court for ultimate resolution.

Based on its assessment of the available facts and circumstances, including the differing judicial outcomes and ongoing appeals, management concluded that a loss is reasonably possible, but not probable, as defined under ASC 450, and therefore no liability has been recorded as of the reporting date.

The principal amount of the potential withholding tax exposure for all open periods could be approximately EUR 19.4 million, exclusive of potential interest and penalties, if any.

In March 2025, the Company was notified of a fire, resulting in the loss of Malaysian Ringgit notes in the custody of a third-party service provider.

The third-party service provider had the risk of loss based on the terms of the contractual arrangement.

The bank note balance of approximately $ 11.0 million was moved to other receivables as of March 31, 2025.

At this time the Company has determined that it is probable the other receivable will be recovered.

(21) Commitments

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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 8. Financial Statements and Supplementary Data