What changed in this filing

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Item 1. Business

2025-02-14 compared with 2024-02-14 · 126 added, 113 removed, 178 unchanged (57% of the section changed)

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We are a leading payments technology company delivering innovative software and services to our customers globally, with worldwide reach spanning North America, Europe, Asia-Pacific and Latin America.

The payments technology industry provides financial institutions, businesses and consumers with payment processing services, merchant acceptance solutions and related information and other value-added services.

Our technologies, services and team member expertise allow us to provide a broad range of solutions that enable our customers to operate their businesses more efficiently across a variety of channels around the world.

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During the second quarter of 2023, we completed the sale of the consumer portion of our Netspend business, which comprised our former Consumer Solutions segment.

See "Note 18—Segment Information" in the notes to the accompanying consolidated financial statements for additional information about our segments, including revenues, operating income and depreciation and amortization by segment as well as financial information about geographic areas in which we operate.

See "Note 18—Segment Information" in the notes to the accompanying consolidated financial statements for additional information about our segments, including revenues, operating expenses, operating income and depreciation and amortization by segment, as well as financial information about geographic areas in which we operate.

Business Transformation

Early in 2024, we launched a holistic review of our business to examine our strategy, operations and ability to deliver sustainable performance.

We have refreshed our strategy and are focusing our resources, efforts and investments on the areas of the business that will drive the best opportunities for growth.

We are in the process of streamlining and simplifying our organization and operating environments through our transformation program to deliver a global, unified operating company.

We are aligning the Global Payments brand identity across our assets and solidifying go-to-market activities under a common platform.

In our Merchant Solutions segment, we are harmonizing capabilities and prioritizing small-and-medium sized businesses to deliver our full suite of differentiated software and commerce enablement solutions.

In our Issuer Solutions segment, we are capitalizing on growth opportunities through our cloud modernization and cross-selling initiatives, while also leveraging the strategic value of this business to extend our capabilities across the payments value chain.

We have consolidated our technology organizations and teams under common leadership to enhance speed and quality of product development with a customer-centric, solutions-led mindset.

We have also centralized our operations functions to enhance our servicing model and focus on improving the customer journey, leveraging best-in-class technology and providing differentiated service experiences for our clients.

These strategic, organizational and operational transformation activities are expected to be largely completed by the first half of 2027.

We are also undertaking a strategic review of our business portfolio to evaluate potential assets for disposition to further streamline our business and create value for shareholders.

Recent Business Acquisitions and Dispositions

Acquisition of EVO Payments, Inc.

On March 24, 2023, we completed the acquisition of EVO Payments, Inc.

(“EVO”) for total purchase consideration of approximately $4 billion.

In March 2023, we completed the acquisition of EVO Payments, Inc.

(“EVO”) for approximately $4 billion.

EVO is a payment technology and services provider, offering payment solutions to merchants ranging from small and middle market enterprises to multinational companies and organizations across the Americas and Europe.

The acquisition aligns with our technology-enabled payments strategy, expands our geographic presence in attractive markets and augments our business-to-business ("B2B") software and payment solutions business.

The acquisition expands our geographic presence in attractive markets and augments our business-to-business ("B2B") software and payment solutions business and is included in our Merchant Solutions segment.

Disposition of AdvancedMD, Inc.

In December 2024, we completed the sale of AdvancedMD, Inc.

("AdvancedMD") for approximately $1 billion, subject to certain closing adjustments, and up to $125 million contingent upon the purchaser achieving certain specified returns.

Prior to disposition, AdvancedMD provided software-as-a-service solutions to small-to-medium sized ambulatory physician practices in the United States and was included in our Merchant Solutions segment.

Disposition of Consumer Business

On April 26, 2023, we completed the sale of the consumer portion of our Netspend business for approximately $1 billion.

The disposition further aligns our businesses with our strategy to focus on our core corporate customers, including merchants, financial institutions, software partners and technology leaders.

In April 2023, we completed the sale of the consumer portion of our Netspend business for approximately $1 billion.

Prior to disposition, the consumer business comprised our former Consumer Solutions segment and provided general purpose reloadable ("GPR") prepaid debit and payroll cards, demand deposit accounts and other financial service solutions to the underbanked and other consumers and businesses in the United States.

Disposition of Gaming Business

On April 1, 2023, we completed the sale of our gaming business for approximately $400 million.

The disposition further aligns our businesses with our strategy to focus on our core corporate customers.

Prior to disposition, the gaming business offered a comprehensive suite of solutions, including credit and debit card cash advance, cashless advance, iGaming solutions, traditional and digital check processing and other services specific to the gaming market in North America.

In April 2023, we completed the sale of our gaming business for approximately $400 million.

See "Note 2—Acquisitions" and “Note 3—Business Dispositions” in the notes to the accompanying consolidated financial statements for further discussion of these and other recent transactions.

Merchant Solutions Segment

Through our Merchant Solutions segment, we provide payments technology and software solutions to customers globally.

Through our Merchant Solutions segment, we provide payments technology and software solutions globally to primarily small- and-medium sized businesses and select mid-market and enterprise customers.

Our payment technology solutions are similar around the world in that we enable our customers to accept card, check and digital-based payments.

Our comprehensive offerings include, but are not limited to, authorization, settlement and funding services, customer support, chargeback resolution, terminal rental, sales and deployment, payment security services, consolidated billing and reporting.

In addition, we offer a wide array of enterprise software solutions that streamline business operations to customers in numerous vertical markets.

We also provide a variety of value-added solutions and services, including specialty point-of-sale software, analytics and customer engagement, human capital management and payroll and reporting that assist our customers with driving demand and operating their businesses more efficiently.

Our comprehensive offerings include, but are not limited to, authorization, settlement and funding services, customer support, chargeback resolution, reconciliation and dispute management services, terminal rental, sales and deployment, payment security services, consolidated billing and reporting.

In addition, we offer a wide array of business management software solutions that streamline business operations to customers in numerous vertical markets.

We also provide a variety of commerce enablement solutions and services, including specialty point-of-sale ("POS") software, data analytics and customer engagement, human capital management and payroll, accounts receivable automation, inventory management and reporting that assist our customers with driving demand and operating their businesses more efficiently.

Our value proposition is to provide distinctive high-quality, responsive and secure services to all of our customers.

We distribute our Merchant Solutions services globally through multiple technology-enabled and relationship-led distribution channels and target customers in many vertical markets located throughout North America, Europe, Asia-Pacific and Latin America.

The majority of our revenues is generated by services priced as a percentage of transaction value or a specified fee per transaction, depending on the payment type or the market.

We go to market in Merchant Solutions globally across three lines of business, including Point-of-Sale and Software Solutions, Integrated and Embedded Solutions and Core Payments Solutions.

This allows us to fully leverage our capabilities across vertical markets and geographies.

We focus on providing differentiated customer service from the sales process, to onboarding, to ongoing support across our business.

The majority of our revenue is generated by services priced as a percentage of transaction value or a specified fee per transaction, depending on the payment type or the market.

We also earn software subscription and licensing fees, as well as other fees for specific value-added services, which may be unrelated to the number or value of transactions.

Distribution Channels

In the Merchant Solutions segment, we actively market and provide our payment services, enterprise software solutions and other value-added services directly to our customers through a variety of technology-enabled and relationship-led distribution channels.

Technology-Enabled.

Our technology-enabled distribution channel includes integrated and vertical market software solutions and ecommerce and omnichannel solutions, each as described below.

Many of our payment solutions are technology-enabled in that they incorporate or are incorporated into innovative, technology-driven solutions, including enterprise software solutions, designed to enable merchants to better manage their businesses.

In the Merchant Solutions segment, we actively market and provide our payment services, enterprise software solutions and other value-added services directly to our customers and through a variety of partner distribution channels across three business pillars:

Point-of-Sale and Software Solutions, Integrated and Embedded Solutions and Core Payments Solutions.

We have a wide array of distribution channels led by one of the premiere direct sales teams in the industry.

Additionally, we go to market through our broad-based financial institution partnerships, joint ventures and wholesale and indirect relationships.

Many of our payment solutions are technology-enabled in that they incorporate or are incorporated into innovative, technology-driven solutions, including software solutions, designed to enable merchants to better manage their businesses.

Our technology-enabled solutions represent a substantial component of our revenues.

Integrated Solutions.

Our integrated solutions provide advanced payments technology that is embedded into business management software solutions owned by our technology partners who operate in numerous vertical markets, primarily in North America.

We grow our integrated solutions business when new or existing merchants enable payments services through enterprise software solutions sold by our partners, both new and existing.

Vertical Markets Software Solutions .

Our vertical markets software solutions provide advanced payments technology that is integrated into business enterprise software solutions that we own.

We distribute our vertical markets software solutions primarily through the following businesses:

• ACTIVE Network .

Through ACTIVE Network, we deliver cloud-based enterprise software, including payment technology solutions, to event organizers in the communities, government services and health and fitness markets.

• AdvancedMD .

Through AdvancedMD, we provide cloud-based enterprise solutions to small-to-medium sized ambulatory care physician practices in the United States.

• Education Solutions .

We offer integrated payment solutions specifically designed for all levels of educational institutions.

For colleges and universities, we offer integrated commerce software and payment solutions, as well as a variety of additional value added services.

For institutions serving kindergarten through 12 th grade levels, we provide ecommerce and in-person payments and cafeteria POS and back-office management solutions.

Through Xenial, we offer cloud-based enterprise software and hardware solutions that integrate with our payment services and other business applications to the restaurant and hospitality and stadium and event venue vertical markets.

Through Zego, we offer a comprehensive resident experience management software and digital commerce solutions to property managers, primarily in the United States.

Ecommerce and Omnichannel .

We offer ecommerce and omnichannel solutions that seamlessly blend payment gateway services, retail payment acceptance infrastructure and payment technology service capabilities through a unified commerce platform to allow merchants and partners to accept various payment methods through any channel.

We sell ecommerce and omnichannel solutions to customers of all sizes, from small businesses accepting payments in a single country to payment facilitators, enterprise and multinational partners and merchants that have complex payment needs and operate retail and online businesses in multiple countries.

Relationship-Led.

Through our relationship-led direct sales forces worldwide, as well as financial institution and other referral partnerships, we offer our payments technology services, software and other value-added solutions directly to customers across numerous verticals in the markets we serve.

Although our primary focus is on building high-quality, direct relationships with merchants, we also provide our services to merchants through independent sales organizations ("ISOs") and financial institutions.

Point-of-Sale and Software Solutions .

Our Point-of-Sale and Software Solutions business provide advanced payments technology that is integrated into point-of-sale systems and business management software solutions that we own.

We have capabilities in cloud-based point-of-sale for restaurant and retail and leading software in other verticals including education (serving colleges, universities, and kindergarten through 12th grade level institutions), real estate (primarily property management), and communities (serving event organizers largely in the health and fitness market).

Our Point-of-Sale and Software Solutions business offers a range of features which are being combined under our Global Payments brand identity across all of our assets.

This includes unifying our POS businesses under a common brand, Genius, and leveraging our vast distribution channels to extend it globally.

We expect to complete the rollout of our Genius POS solutions by the end of 2025.

Integrated and Embedded Solutions.

Our Integrated and Embedded Solutions business provides advanced payments technology that is embedded into business management software solutions owned by our technology partners who operate in numerous vertical markets and countries.

Further, we also integrate our capabilities with shopping carts, ordering platforms, marketplaces and other digitally-oriented businesses through the same embedded payment stack we leverage with more traditional, vertically-specific independent software vendors.

We deliver these capabilities in physical and digital environments seamlessly.

Core Payments Solutions.

We offer our core payments solutions through our direct sales forces worldwide, as well as referral partnerships.

We offer our payments technology services, software and other commerce enablement solutions directly to customers across numerous verticals in the markets we serve.

Although our primary focus is on building durable, direct relationships with merchants, we also provide our services to merchants referred by independent sales organizations ("ISOs") and financial institutions.

Credit and Debit Card Transaction Processing

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A typical payment transaction begins when a cardholder presents a card for payment to a merchant, at which time card and transaction information, such as the card identification number, transaction date and transaction amount, is captured and transmitted to our network.

The information is captured by a point-of-sale ("POS") terminal card reader or mobile device card reader, which may be sold or leased to the merchant and serviced by us, or through a POS device or ecommerce portal by one of a number of services that we offer directly or through a value-added reseller.

The information is captured by a POS terminal card reader or mobile device card reader, which may be sold or leased to the merchant and serviced by us, through a POS device or ecommerce portal by one of a number of services that we offer directly, or through a value-added reseller.

After the card and transaction information is captured, the POS device or ecommerce portal automatically connects to our network through the internet or other communication channel in order to receive authorization of the transaction.

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After the end of the month, we would bill the merchant a percentage, also known as the merchant discount, of the transaction amount to cover the full amount of the interchange fee and our fee from the transaction.

Assuming the merchant discount in the above example is 2%, we bill the merchant $2.00 after the end of the month for the transaction, reimburse ourselves for $1.50 in interchange fees and retain $0.50 as our fee for the transaction.

Under some arrangements, we remit the net amount of $98.00 to the merchant, rather than funding the full $100.00 and subsequently billing the merchant at the end of the month.

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Accordingly, our fee per transaction varies across our merchant base and is subject to change based on changes in discount rates and interchange rates.

Our profit on a transaction reflects the merchant discount less interchange fees, payment network fees and operating expenses, including systems costs to process the transaction and commissions paid to our sales force or external partner.

Our revenues on a transaction generally reflects the merchant discount less interchange fees and payment network fees.

Our profit is revenues less operating expenses, including systems costs to process the transaction and commissions paid to our sales force or external partner.

Payment network fees are charged by the card brands, in part, based on the value of transactions processed through their networks.

Issuer Solutions Segment

Through our Issuer Solutions segment, we provide solutions that enable financial institutions and other financial service providers to manage their card portfolios, reduce technical complexity and overhead and offer a seamless experience for cardholders on a single platform.

In addition, we provide flexible commercial payments, accounts payable and electronic payment alternatives solutions that support B2B payment processes for businesses and governments.

We also offer complementary services, including account management and servicing, fraud solution services, analytics and business intelligence, cards, statements and correspondence, customer contact solutions and risk management solutions.

Additionally, our Issuer Solutions segment provides B2B payment services and other financial service solutions marketed to businesses, including software-as-a-service (“SaaS”) offerings that automate key procurement processes, provide invoice capture, coding and approval, and enable virtual cards and integrated payments options across a variety of key vertical markets.

Our Issuer Solutions segment is a leading provider of comprehensive commerce solutions supporting the payment ecosystem for issuers.

Our offerings include core processing, enterprise tokenization, cardholder payments, authorizations, card production, document production and archival, contact center services, managed services, fraud strategy, implementation services, consulting solutions and professional services.

We also provide specialized solutions such as virtual cards, accounts payable and expense management, commercial processing and real-time alerts.

With the majority of revenues generated from software solutions, our operations serve diverse customer segments, including global, regional, community banks, credit unions, retailers, financial technology companies and neobanks.

Our go-to-market approach leverages direct engagement and partnerships with aggregators to deliver innovative service offerings across core processing, commerce enablement, managed services and professional services.

Our strategic focus on fraud detection, rewards management and commerce enablement positions us to expand opportunities across these key client segments and drive continued growth.

We are undertaking a comprehensive modernization of our Issuer Solutions segment, encompassing both technology and operations.

These efforts enable us to deploy our cloud-native products and services across diverse market segments, use cases and geographic regions with increased agility and speed to market, all within a secure and compliant framework.

The modernization of our core processing platform allows us to deliver enhanced, unified capabilities, greater operational efficiencies and innovative features for our clients, while also offering our full suite of capabilities in a modular format or as a comprehensive, integrated solution.

We have completed the development of our client-facing applications in the cloud and remain on track for commercial launches throughout 2025.

Issuer Solutions segment revenues are primarily derived from long-term processing contracts with financial institutions and other financial services providers.

Payment processing services revenues are generated primarily from charges based on

the number of accounts on file, transactions and authorizations processed, statements generated and/or mailed, managed services, cards embossed and mailed, and other processing services for cardholder accounts on file.

Payment processing services revenues are generated primarily from charges based on the number of accounts on file, transactions and authorizations processed, statements generated and/or mailed, managed services, cards embossed and mailed, and other processing services for cardholder accounts on file.

Most of these customer contracts have prescribed annual minimums, penalties for early termination, and service level agreements that may affect contractual fees if specified service levels are not achieved.

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The proliferation of credit and debit cards, as well as other digital payment solutions, has made the acceptance of digital payments a necessity for many businesses, regardless of size, in order to remain competitive.

Certain macroeconomic drivers, such as the COVID-19 pandemic, have further accelerated the use of digital payments, the need for development of technologies and digital-based solutions and the expansion of ecommerce, omnichannel and contactless payment solutions.

Certain macroeconomic drivers have further accelerated the use of digital payments, the need for development of technologies and digital-based solutions and the expansion of ecommerce, omnichannel and contactless payment solutions.

The increased use of cards and the availability of more sophisticated technology services to all market segments have resulted in an increasingly competitive and specialized industry.

We seek to leverage the adoption of, and transition to, card and digital-based payments by expanding our share in our existing markets through our distribution channels and service innovation, as well as through acquisitions to improve our offerings and scale.

We also seek to enter new markets through acquisitions, alliances and joint ventures in selected markets around the world.

We intend to continue to invest in and leverage our technology infrastructure and capabilities to increase our penetration in existing markets.

Consistent with this focus, we continue to operate our business in accordance with the following strategic framework:

• Leading with technology and innovation to deepen our competitive advantages;

• Further scaling the four pillars of our strategy:

software-driven focus, ecommerce and omnichannel solutions, exposure to faster growth markets and B2B payments;

• Delivering commerce enablement solutions globally to broaden our leading position as a sales-driven, product-led company;

• Providing frictionless, best-in-class customer experiences, creating longer-term relationships;

• Nurturing our culture, values and diversity, equity and inclusion initiatives to attract, retain and motivate exceptional team members;

• Supporting our communities as a socially responsible company with purpose and understanding.

We seek to become the worldwide partner of choice for commerce solutions by providing our clients with a broad suite of world-class, differentiated products and services that make everyday commerce better.

We are also committed to excellence in execution, and delivering flawlessly at scale globally.

We benefit from the adoption of, and transition to, card and digital-based payments and are focused on expanding our share in our existing markets through software and service innovation leveraging our industry-leading direct and partner distribution channels, as well as through targeted bolt-on acquisitions to improve our offerings and scale.

We also seek to enter and expand in markets through acquisitions, alliances and joint ventures around the world where we are best positioned for differentiation and scale.

Consistent with this focus, we are pursuing the following strategic priorities:

• Enhancing our capabilities in cloud-based POS and software with a focus on key vertical markets including restaurant, retail, education, real estate and communities;

• Further investing in our leadership position in integrated payments and embedded solutions where we offer tailored operating models and commercial structures for partners and customers;

• Leveraging our core payments channels globally to build on our broad capabilities, providing further growth opportunities;

• Provide financial institutions, retailers and financial technology companies with leading end-to-end issuer processing services to launch, manage and deliver card programs for consumers, small and medium sized businesses and larger enterprises;

• Deliver commerce enablement solutions globally to expand our leading position as a client-centric, product-led company;

• Enable frictionless, best-in-class customer experiences, creating longer-term relationships.

Competitive Strengths

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• Strong, Long-lasting Partner Relationships - We have established strong, long-lasting relationships with many financial institutions, enterprise software providers, value-added resellers and other technology-based payment service providers, which enable us to deliver a set of diverse solutions to our customers.

• Disciplined Acquisition Approach - Our proven track record for selectively and successfully sourcing, completing acquisitions and integrating acquired businesses in existing and new markets positions us well for future growth and as an attractive partner for potential acquisition targets.

• Disciplined Acquisition Approach - Our proven track record for selectively and successfully sourcing and closing acquisitions and joint ventures and integrating acquired businesses in existing and new markets positions us well for future growth and as an attractive partner for potential acquisition targets.

In each of our business segments, we compete with a large variety of companies - financial institutions, financial technology companies, traditional payment providers, new market entrants, and others, both large and small.

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("Fiserv"), Worldpay, LLC ("Worldpay"), Chase Paymentech Solutions, LLC, Elavon, Inc., a subsidiary of U.S.

Bancorp, Bank of America Merchant Services, Wells Fargo Merchant Services, Toast, Inc., Stripe, Inc., Shopify Inc.

Bancorp, Bank of America Merchant Services, Wells Fargo Merchant Services, Toast, Inc., Stripe, Inc.

("Stripe"), Shopify Inc.

and Block Inc.

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We compete outside the U.S.

with financial institutions in the markets in which we operate, as well as both large providers (such as Worldpay, Worldline, Nexi) and new entrants (such as Adyen, Block and Stripe).

with financial institutions in the markets in which we operate, as well as both large providers (such as Worldpay, Worldline and Nexi) and new entrants (such as Adyen, Block and Stripe).

We have seen competition internationally increase and expect that trend to continue as new companies enter our markets and existing competitors expand or consolidate their product lines and services.

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We may have responsibility to the card networks, financial institutions, and in some instances, our merchants, ISOs and/or individuals, for our failure or the failure of our associated third-party service providers (as applicable) to protect this information.

For a further discussion of our approach to cybersecurity, see "Item 1C - Cybersecurity."

For a further discussion of our approach to cybersecurity, see "Item 1C - Cybersecurity" of this Annual Report on Form 10-K.

Intellectual Property

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Human Capital Management

Our overall workforce strategies are developed and managed by our Chief Human Resources Officer, who reports to our CEO.

More broadly, the board of directors and the Compensation Committee provide oversight on certain culture and human management topics, and succession plans for critical talent.

We regularly engage with our team members through a variety of forums, including periodic surveys, to help us understand their perspectives related to workplace culture, engagement, talent management and well-being and to inform our human capital strategies and initiatives.

The results of these interactions are also leveraged to further develop our talent management initiatives.

Moreover, the board of directors also reviews critical feedback and receives updates on management’s plans in response thereto.

Team Member Population

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Many of our team members are highly skilled in technical areas specific to payment technology and software solutions.

Our overall workforce strategies are developed and managed by our Chief Human Resources Officer, who reports to our President and CEO.

More broadly, the board of directors and the Compensation Committee of our board of directors ("Compensation Committee") provide oversight on certain culture and human management topics, including diversity, equity and inclusion (“DEI”) and succession plans for critical talent.

We regularly engage with our team members through a variety of forums, including periodic surveys, to help us understand their perspectives related to workplace culture, engagement, inclusion, talent management and well-being and to inform our human capital strategies and initiatives.

The results of these interactions are also leveraged to further develop our talent management initiatives.

Moreover, the board of directors also reviews critical feedback and receives updates on management’s plans in response thereto.

Talent Management and Retention

We place an emphasis on attracting and retaining diverse team members and having a workforce that reflects the communities in which we work and live around the world.

We place an emphasis on attracting and retaining highly skilled team members and having a workforce that is connected to the communities in which we work and live around the world.

To that end, we have implemented programs and initiatives focused on enriching new hire experiences, developing team members through extensive training and professional development opportunities, including mentorship and leadership programs, promoting team members’ wellness and safety, and providing flexible work arrangements.

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We also strive to celebrate and recognize the efforts of our team members through a combination of programs, including team appreciation activities and awards programs to honor top performers and notable contributors.

Over the past several years, we have also made significant investments in modernizing our operating environments and technologies to include cloud-based systems and collaboration tools that support day-to-day engagement and execution.

Health and Well-being

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Accordingly, we are committed to the health, safety and wellness of our team members worldwide, and we provide team members with various health and wellness programs and benefits, including employee education and assistance programs that focus on physical, financial, family, social and emotional resources.

Diversity, Equity and Inclusion

We remain committed to addressing the ever-changing needs of our team members and finding new ways to continuously enhance our culture.

Our DEI strategy, led by our Chief Diversity Officer and our Chief Human Resources Officer, reflects the shift in our current workforce, changing business landscape and potential talent and is anchored by three pillars:

Leadership Accountability, Inclusive Capability and Engagement.

To further engrain our DEI strategy in the organization, we have established various Employee Resource Groups and diversity action teams, led by senior leaders throughout our company.

These groups and teams are critical drivers in fostering organizational change, establishing dedicated focus on DEI priorities and managing the DEI program beyond our corporate function.

We continue to include social and racial equity in our conversations, and aim to equip and empower our leaders with the right tools and training to lead effectively.

Our Compensation Committee assists the board of directors in overseeing the Company’s DEI initiatives.

People, Access and Belonging

We are committed to addressing the ever-changing needs of our team members and finding new ways to continuously enhance our culture.

Our human capital strategy is centered around a focus on People, Access and Belonging ("PAB"), which reflects our holistic approach to fostering an inclusive and empowering workplace across our global organization.

These pillars guide our policies, practices and initiatives as we continue shaping a workplace culture that prioritizes engagement, equity and collaboration, empowering individuals across our global footprint.

Our Compensation Committee assists the board of directors in overseeing the Company’s initiatives embodied in the PAB strategy.

Employee Growth and Development

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Many of these regulations and laws are evolving and their applicability and scope, as interpreted by courts and regulators, remain uncertain.

These regulations and laws involve a variety of matters, including privacy and information security, data and personal information protection, money-transmission and payment instrument laws and regulations, consumer protection laws, anti-money laundering and anti-corruption laws, tax, environmental sustainability (including climate change) and human rights.

These regulations and laws involve a variety of matters, including privacy and information security, data and personal information processing, money-transmission and payment instruments, consumer protection, anti-money laundering and anti-corruption, tax, environmental sustainability (including climate change) and human rights.

In addition, we are subject to rules promulgated by the various payment networks, including Nacha, American Express, Discover, Interac, Mastercard and Visa.

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We are currently in compliance in all material respects with applicable existing legal and regulatory requirements and do not expect that maintaining compliance with these regulations will have a material effect on our capital expenditures, earnings or competitive and financial positions.

For additional information about government regulation and laws applicable to our business and the potential risks associated with future changes in laws or regulations, see "Item 1A - Risk Factors" of this Annual Report on Form 10-K, including the risk factor titled "Legal, Regulatory Compliance and Tax Risks."

Dodd-Frank Act

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The rules also contain prohibitions on network exclusivity and merchant routing restrictions that require a card issuer to enable at least two unaffiliated networks on each debit card, prohibit card networks from entering into exclusivity arrangements and restrict the ability of issuers or networks to mandate transaction routing requirements.

The prohibition on network exclusivity has not significantly affected our ability to pass on network fees and other costs to our customers, nor do we expect it to in the future.

The prohibition on network exclusivity has not significantly affected the Company's ability to pass on network fees and other costs to our customers, nor do we expect it to in the future.

Consumer Protection

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Accordingly, we may be subject to additional systemic risk-related oversight in the future.

The CFPB has significant authority to regulate consumer financial products in the U.S., including consumer payments, and similar products.

The CFPB has significant authority to regulate consumer financial products or services in the U.S., including consumer payments, and similar products or services.

The FTC, state attorneys general and similar regulatory agencies in other jurisdictions may have broad consumer protection mandates that could result in the promulgation and interpretation of rules and regulations that may affect our business.

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These subsidiaries are subject to regulation and oversight in the jurisdictions in which they operate.

As a result of the acquisition of EVO, we have added PI licenses in Poland, Greece and Germany, in addition to those previously held in Spain, Malta and the Czech Republic as well as similar licenses in the United Kingdom.

As a PI, each subsidiary is subject to regulation and oversight in the applicable jurisdiction, which includes, among other obligations, a requirement to maintain specific regulatory capital and adhere to certain rules regarding the conduct and operation of their business, including the revised Payment Services Directive 2 and the forthcoming requirements under the Digital Operational Resilience Act and reporting obligations in respect of Central Electronic System of Payment Information.

We hold PI licenses in Poland, Greece, Germany, Spain, Malta and the Czech Republic, as well as similar licenses in the United Kingdom.

As a PI, each subsidiary is subject to regulation and oversight in the applicable jurisdiction, which includes, among other obligations, a requirement to maintain specific regulatory capital and adhere to certain rules regarding the conduct and operation of its business, including the revised Payment Services Directive and the requirements under the Digital Operational Resilience Act ("DORA") and reporting obligations in respect of the Central Electronic System of Payment Information.

DORA came into effect in January 2025 and introduces a broad set of requirements applicable to financial institutions, including our European PIs, concerning the security of network and information systems supporting their business processes, in particular in relation to the management of information communication and technology ("ICT") risks.

There will also be regulatory supervision of ICT service providers designated as “critical” by the European Supervisory Authorities, which may affect our Issuer Solutions segment;

however, the decision relating to such designation has not yet been issued.

Privacy, Information Security and Other Business Practices Regulation

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Maintaining compliance over time could require substantive technology infrastructure and process changes across many of the Company’s businesses.

Noncompliance with the EU General Data Protection Regulation (“GDPR”), the Gramm-Leach-Bliley Act ("GLBA"), the California Privacy Rights Act, the U.S.

Health Insurance Portability and Accountability Act of 1996 or similar regulations could lead to substantial regulatory fines and penalties, or in some cases, damages resulting from private causes of action.

Evolving data localization requirements may affect how we provide services to customers in regions like the EU and Asia-Pacific.

Noncompliance with the EU General Data Protection Regulation (“GDPR”), the Gramm-Leach-Bliley Act ("GLBA"), the California Privacy Rights Act and other state privacy laws or similar regulations could lead to substantial regulatory fines and penalties, or in some cases, damages resulting from private causes of action.

Evolving data localization requirements or preferences may affect how we provide services to customers in regions like the EU and Asia-Pacific.

Additionally, evolving sector-specific regulations that affect the payments industry may introduce overlap or conflict with data privacy regulations, and these conflicts in regulatory requirements may affect our operations.

We also rely upon third parties to facilitate or enable our business activities and require that they are similarly in compliance with applicable regulations.

Such third parties include suppliers and other partners.

New regulations (including the EU Artificial Intelligence Regulation and new state laws in the United States or a possible federal privacy law) and new interpretations of existing regulations, such as the Federal Trade Commission ("FTC") Act, GLBA, and the GDPR, could create new privacy rights for individuals and new obligations for companies handling personal information.

We also rely upon third parties (such as suppliers and other partners) to facilitate or enable our business activities, and we require that they are similarly in compliance with applicable regulations.

New regulations (including the EU Artificial Intelligence Regulation, new state laws in the United States or a possible federal privacy law) and new interpretations of existing regulations, such as the Federal Trade Commission ("FTC") Act, GLBA, and the GDPR, could create new privacy rights for individuals and new obligations for companies handling personal information.

These regulations could limit our ability to use and share personal or other data and increase costs related to compliance.

In addition, emerging technologies including innovations in machine learning and artificial intelligence are expected to continue to drive regulation targeted to the specific risks anticipated from these technologies.

In addition, emerging technologies including innovations in machine learning and artificial intelligence ("AI") are expected to continue to drive regulation targeted to the specific risks anticipated from these technologies.

As our portfolio of services evolves, we may offer more services outside of our traditional business-to-business interaction context.

As we interact directly with consumers, in conjunction with our existing customers and partners or directly on our own behalf, our compliance obligations under privacy regulations may expand.

As we interact directly with consumers, in conjunction with our customers and partners or directly on our own behalf, our compliance obligations under privacy regulations may expand.

Anti-Money Laundering, Anti-Corruption and Sanctions Regulations

In many countries, we are legally or contractually required to comply with the anti-money laundering laws and regulations, such as, in the United States, the Bank Secrecy Act, as amended by the USA PATRIOT Act, and similar laws of

other countries, which require that customer identifying information be obtained and verified.

In many countries, we are legally or contractually required to comply with anti-money laundering laws and regulations, such as, in the United States, the Bank Secrecy Act, as amended by the USA PATRIOT Act, and similar laws of other countries, which require that customer identifying information be obtained and verified.

In some countries, we are directly subject to these requirements;

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We are subject to anti-corruption laws and regulations, including the U.S.

Foreign Corrupt Practices Act (“FCPA”) and similar laws outside of the U.S., such as the U.K.

Bribery Act, that prohibit the making or offering of improper payments to foreign government officials and political figures.

Foreign Corrupt Practices Act (“FCPA”), the U.K.

Bribery Act of 2010 and other laws that generally prohibit the making or offering of improper payments to foreign government officials and political figures for the purpose of obtaining or retaining business or to gain an unfair business advantage.

The FCPA has a broad reach and requires maintenance of appropriate records and adequate internal controls to prevent and detect possible FCPA violations.

State Wage Payment Laws and Regulations

The use of payroll card programs as a means for an employer to remit wages or other compensation to its employees or independent contractors is governed by state labor laws related to wage payments, which laws are subject to change.

The use of payroll card programs in the United States as a means for an employer to remit wages or other compensation to its employees or independent contractors is governed by state labor laws related to wage payments, which laws are subject to change.

The paycard portion of our business includes payroll cards and convenience checks and is designed to allow employers to comply with applicable state wage and hour laws.

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Nearly every state allowing payroll cards places certain requirements and/or restrictions on their use as a wage payment method, the most common of which involve obtaining the prior written consent of the employee or independent contractors, limitations on fees and disclosure requirements.

Recently, some states have begun to regulate earned wage access products, including, for example by enacting new laws requiring licensure of earned wage access providers and/or requiring fee restrictions on the products, or by including earned wage access products in existing lending laws, which could also result in licensure requirements and/or fee limitations.

States could also potentially regulate these products under existing wage and hour laws related to the assignment of wages.

We may be subject to additional requirements and limitations under federal or state lending laws as a result of new interpretations, formal guidance or additional regulations relating to earned wage access products.

Recently, some states have begun to regulate earned wage access solutions, including, for example by enacting new laws requiring licensure of earned wage access providers and/or requiring fee restrictions on the solutions, or by including earned wage access services in existing lending laws, which could also result in licensure requirements and/or fee limitations.

Also, states potentially could regulate these services under existing wage and hour laws related to the assignment of wages.

We are subject to unclaimed or abandoned property state laws in the United States and in certain foreign countries that require us to transfer to certain government authorities the unclaimed property of others that we hold when that property has been unclaimed for a certain period of time.

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Debt Collection and Credit Reporting Laws

Portions of our business may be subject to the Fair Debt Collection Practices Act, the Fair Credit Reporting Act ("FCRA") and similar state laws.

These debt collection laws are designed to eliminate abusive, deceptive and unfair debt collection practices and may require licensing at the state level.

Portions of our business may be subject to the Fair Debt Collection Practices Act ("FDCPA"), the Fair Credit Reporting Act ("FCRA") and similar state laws.

The FDCPA is designed to eliminate abusive, deceptive and unfair debt collection practices and may require licensing at the state level.

The FCRA regulates the use and reporting of consumer credit information and also imposes disclosure requirements on entities that take adverse action based on information obtained from credit reporting agencies.

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have also focused efforts on increased disclosure related to climate change and mitigation efforts.

The EU recently adopted the European Sustainability Reporting Standards and the Corporate Sustainability Reporting Directive that will impose disclosure of the risks and opportunities arising from social and environmental issues, and on the effect of companies’ activities on people and the environment.

In October 2023, California adopted new carbon and climate-related reporting requirements for large public and private companies doing business in the state.

Further, the SEC has included in its regulatory agenda potential rulemaking on climate change disclosures that, if adopted, could significantly increase compliance burdens and associated regulatory costs and complexity.

The EU recently adopted the European Sustainability Reporting Standards and the Corporate Sustainability Reporting Directive that impose disclosure of the risks and opportunities arising from social and environmental issues and on the effect of companies’ activities on people and the environment.

In March 2024, the SEC adopted final rules that require disclosure of certain climate-related information;

however, in April 2024, the SEC stayed the rules pending judicial review.

In October 2023, California enacted three climate-related disclosure bills.

International sustainability disclosure standards have also been produced (and further standards will be produced) under the auspices of the International Sustainability Standards Board, which some countries (such as the United Kingdom) have indicated they may incorporate into sustainability disclosure standards required of certain companies.

We are monitoring proposed and pending climate legislation for effect and are also working to continually ensure that our sustainability agenda is integrated into our overall business strategy.

As part of our annual sustainability reporting, we provide additional information about our approach to sustainability matters in our Global Responsibility Report (which is not incorporated herein), which is available in the investor relations section of our website at www.globalpayments.com .

We continue to monitor these legislative and regulatory developments and are working continually to ensure that our sustainability agenda is integrated into our overall business strategy.

As part of our annual sustainability reporting, we provide additional information about our approach to sustainability matters in our Global Responsibility Report (not incorporated herein), which is available in the investor relations section of our website at www.globalpayments.com .

Where to Find More Information

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You may read and print materials that we have filed with the SEC from its website at www.sec.gov .

In addition, certain of our SEC filings, including our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and amendments to them can be viewed and printed, free of charge, from the investor relations section of our website at www.globalpaymentsinc.com as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.

Certain materials relating to our corporate governance, including our codes of ethics applicable to our directors, senior financial officers and other employees, and our Global Responsibility Report are also available in the investor relations section of our website.

Copies of our filings, specified exhibits and corporate governance materials are also available, free of charge, by writing us using the address on the cover of this Annual Report on Form 10-K.

In addition, certain of our SEC filings, including our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and amendments to them can be viewed and printed, free of charge, from the investor relations section of our website at www.globalpayments.com as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.

Certain materials relating to our corporate governance, including our codes of ethics applicable to our directors, senior financial officers and other employees, also are available in the investor relations section of our website.

Copies of our filings, specified exhibits and corporate governance materials are available, free of charge, by writing us using the address on the cover of this Annual Report on Form 10-K.

You may also telephone our investor relations office directly at (770) 829-8478.

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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 1. Business