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Item 9A. Controls and Procedures

2025-02-14 compared with 2024-02-14 · 36 added, 35 removed, 198 unchanged (26% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

As of December 31, 2023, management carried out, under the supervision and with the participation of our principal executive officer and principal financial officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934).

As of December 31, 2024, management carried out, under the supervision and with the participation of our principal executive officer and principal financial officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")).

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2024, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and are designed to ensure that information required to be disclosed in those reports is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

Our management team is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.

Our management team is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.

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Attestation Report of Public Accounting Firm

Deloitte & Touche LLP has issued an attestation report on our internal control over financial reporting, which is included herein as the Report of Independent Registered Public Accounting Firm under "Item 8 - Financial Statements and Supplementary Data" for the year ended December 31, 2023.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023 includes the acquired operations of EVO.

ITEM 9B - OTHER INFORMATION

(b) Insider Trading Plans and Arrangements

During the quarter ended December 31, 2024, none of our directors or officers notified us that they adopted , modified or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement as defined in Item 408(a) of Regulation S-K.

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We incorporate by reference in this Item 10 information about our directors, executive officers and our corporate governance contained under the headings "Proposal 1:

Election of Directors," "Biographical Information About Our Executive Officers" and "Delinquent Section 16(a) Reports" from our proxy statement to be delivered in connection with our 2024 Annual Meeting of Shareholders to be held on April 25, 2024 ("2024 Proxy Statement").

Election of Directors for a One-Year Term," "Biographical Information About Executive Officers," "Anti-Hedging Policy;

Insider Trading Policy" and "Delinquent Section 16(a) Reports" from our proxy statement to be delivered in connection with our Proxy Statement and Notice of 2025 Annual Meeting of Shareholders to be held on April 24, 2025 (our "2025 Proxy Statement").

We have adopted codes of ethics that apply to our senior financial officers.

The senior financial officers include our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Controller or persons performing similar functions.

The code of ethics is available in the investor relations section of our website at www.globalpaymentsinc.com and as indicated in the section entitled "Where To Find Additional Information" in Part I to this Annual Report.

The code of ethics is available in the investor relations section of our website at www.globalpaymentsinc.com and as indicated in the section entitled "Where To Find More Information" in Part I of this Annual Report on Form 10-K.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of our code of ethics by posting such information on our website at the address and location set forth above.

ITEM 11 - EXECUTIVE COMPENSATION

We incorporate by reference in this Item 11 the information relating to executive and director compensation and the report of the Compensation Committee contained under the headings "Compensation Discussion and Analysis" and "Board and Corporate Governance-Director Compensation" from our 2024 Proxy Statement.

We incorporate by reference in this Item 11 the information required by this item from our 2025 Proxy Statement.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

We incorporate by reference in this Item 12 the information relating to ownership of our common stock by certain persons contained under the headings "Common Stock Ownership - Common Stock Ownership by Management" and "Common Stock Ownership - Common Stock Ownership by Non-Management Shareholders" from our 2025 Proxy Statement.

The following table provides certain information as of December 31, 2023 concerning the shares of our common stock that may be issued under existing equity compensation plans.

For more information on these plans, see "Note 14—Share-Based Awards and Options" in the notes to the accompanying consolidated financial statements.

Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders 646,708 $ 96.41 30,209,753

Equity compensation plans not approved by security holders — — —

Total 646,708 $ 96.41 30,209,753

The number of securities remaining available for future issuance under equity compensation plans reflected in column (c) above includes 6,273,259 shares authorized for issuance under our 2011 Amended and Restated Incentive Plan (the "2011 Incentive Plan"), all of which are available for issuance pursuant to grants of full-value stock awards, 906,381 shares authorized under our 2000 Employee Stock Purchase Plan (the "2000 ESPP"), 13,554,740 shares authorized under our Total System Services 2017 Omnibus Plan, 7,331,435 shares authorized under our Total System Services 2012 Omnibus Plan, 1,541,327 shares authorized under our Total System Services 2007 Omnibus Plan and 602,611 shares authorized under our Amended and Restated NetSpend Holdings, Inc.

2004 Equity Incentive Plan for Options and Restricted Shares Assumed by Total System Services.

We intend to issue future shares under the 2011 Incentive Plan and the 2000 ESPP only.

The information under the caption “Key Data Relating to Outstanding Equity Awards and Shares Available - Equity Compensation Plan Information” in the 2025 Proxy Statement is incorporated herein by reference.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

We incorporate by reference in this Item 13 the information regarding certain relationships and related transactions between us and our affiliates and the independence of our directors contained under the headings "Additional Information-Relationships and Related Party Transactions" and "Board and Corporate Governance-Board Independence" from our 2024 Proxy Statement.

We incorporate by reference in this Item 13 the information regarding certain relationships and related transactions between us and our affiliates and the independence of our directors contained under the headings "Additional Information-Relationships and Related Party Transactions" and "Board of Directors, its Committees, Meetings and Functions - Corporate Governance - Board Independence" from our 2025 Proxy Statement.

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

We incorporate by reference in this Item 14 the information regarding principal accounting fees and services contained under the heading "Proposal Three:

Ratification of Reappointment of Auditors" from our 2024 Proxy Statement.

Ratification of Reappointment of Independent Registered Public Accounting Firm" from our 2025 Proxy Statement.

ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

13 unchanged sentences

The following exhibits either (i) are filed with this Annual Report on Form 10-K or (ii) have previously been filed with the SEC and are incorporated in this Item 15 by reference to those prior filings.

2.1† Agreement and Plan of Merger, dated as of August 1, 2022, among EVO Payments, Inc., Global Payments Inc.

and Falcon Merger Sub Inc., incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 2, 2022.

3.1 Third Amended and Restated Articles of Incorporation of Global Payments Inc., incorporated by reference to Exhibit 4.1 to the Company's Post-Effective Amendment No.

1 unchanged sentence

3.2 Articles of Amendment to the Third Amended and Restated Articles of Incorporation of Global Payments Inc., incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 1, 2020.

3.3 Twelfth Amended and Restated Bylaws of Global Payments Inc., incorporated by reference to Exhibit 3.1 to Global Payment Inc.’s Current Report on Form 8-K filed on Febr uary 21, 2023 .

3.3 Twelfth Amended and Restated Bylaws of Global Payments Inc., incorporated by reference to Exhibit 3.1 to the Company ’s Current Report on Form 8-K filed on February 21, 2023.

4.1 Indenture, dated as of August 14, 2019, between Global Payments Inc.

39 unchanged sentences

4.21 Form of Global Note representing the Notes (included in Exhibit 4.20).

4.22 Indenture, dated as of February 23, 2024, between Global Payments Inc.

Bank Trust Company, National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on February 23, 2024.

4.23 Form of Global Note representing the Notes (included in Exhibit 4.22).

4.24 Form of 4.450% Senior Note due 2028, incorporated by reference to Exhibit 4.2 to Total System Services Inc.’s Current Report on Form 8-K filed on May 11, 2018.

10.1+ Total System Services, Inc.

15 unchanged sentences

10.12+ Form of Non-Statutory Stock Option Award pursuant to the Amended and Restated 2005 Incentive Plan, incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on January 8, 2007.

10.13+ Form of Restricted Stock Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2019), incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2019.

10.14+ Form of Performance Unit Award Agreement pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2019), incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2019.

10.15+ Form of Stock Option Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2019) incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2019.

10.13+ Amended and Restated Employment Agreement, dated as of September 20, 2019, between Global Payments Inc.

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10.18+ Employment Agreement, dated as of July 29, 2020, between Global Payments Inc.

and Andréa Carter

10.22+ Form of Restricted Stock Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2020), incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2020.

10.23+ Form of Performance Unit Award Agreement pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2020), incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2020.

10.24+ Form of Stock Option Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2020), incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2020.

and Andréa Carter, incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K filed on February 14, 2024.

10.19+ Form of Restricted Stock Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2021), incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 4, 2021.

18 unchanged sentences

10.33 Credit Agreement, dated as of August 19, 2022, among Global Payments Inc., as borrower, the other borrowers party thereto, Bank of America, N.A., as administrative agent and an L/C Issuer and the other lenders and L/C Issuers party thereto, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 22, 2022

10.34+ Employment Agreement, dated as of August 1, 2024, by and between Global Payments Inc.

and Robert Cortopassi, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 6, 2024.

10.35 CORRA Transition Amendment, dated July 3, 2024, to Credit Agreement, dated as of August 19, 2022, among Global Payments Inc., the other borrowers party thereto and Bank of America, N.A., as administrative agent and an L/C Issuer and the other lenders and L/C Issuers party thereto, incorporated by reference to Exhibit 10.

2 to the Company's Current Report on Form 10-Q filed on October 31, 2024 .

10.36+ Form of Restricted Stock Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2024), incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 1, 2024.

10.37+ Form of Restricted Stock Award Certificate pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (1 year vest;

calendar 2024), incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 1, 2024.

10.38+ Form of Performance Unit Award Certificate pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2024), incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 1, 2024.

10.39+ Form of Stock Option Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2024), incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 1, 2024.

10.40 Form of Capped Call Confirmation, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 23, 2024.

10.41+ Employment Agreement dated January 1, 2024 between Global Payments, Inc.

and Shannon Johnston, incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on May 1, 2024.

10.42+ Eighth Amended and Restated Non-Employee Director Compensation Plan dated April 25, 2024, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2024.

19* Insider Trading Policy.

21.1* List of Subsidiaries.

5 unchanged sentences

§ 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

97* Global Payments Executive Compensation Clawback Policy

97+ Global Payments Executive Compensation Clawback Policy, incorporated by reference to Exhibit 97 to the Company's Annual Report on Form 10-K filed on February 14, 2024.

101.1* The following financial information from the Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language) and filed electronically herewith:

13 unchanged sentences

See Item 15(2) above.

ITEM 16 - FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Global Payments Inc.

5 unchanged sentences

/s/ Joshua J.

Senior Executive Vice President and Chief Financial Officer

Chief Financial Officer

(Principal Financial Officer)

Executive Vice President and Chief Accounting Officer

Chief Accounting Officer

(Principal Accounting Officer)

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/s/ Connie D.

McDaniel* Lead Independent Director February 14, 2024

McDaniel* Director February 14, 2025

Thaddeus Arroyo* Director February 14, 2025

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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 9A. Controls and Procedures