What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-06 compared with 2025-05-06 · 386 added, 177 removed, 442 unchanged (56% of the section changed)

4 unchanged sentences

Three Months Ended

March 31, 2025 March 31, 2024

June 30, 2025 June 30, 2024

Revenues $ 1,956,747 $ 1,971,025

8 unchanged sentences

( 116,726 ) ( 114,006 )

Income before income taxes and equity in income of equity method investments 353,164 326,033

Income from continuing operations before income taxes and equity in income of equity method investments 310,480 361,382

Income tax expense 118,346 64,689

Income before equity in income of equity method investments 294,486 306,651

Income from continuing operations before equity in income of equity method investments 192,134 296,693

Equity in income of equity method investments, net of tax 19,961 18,279

Income from continuing operations 212,095 314,972

Income from discontinued operations, net of tax 34,003 74,303

Net income 246,098 389,275

1 unchanged sentence

Net income attributable to Global Payments $ 241,640 $ 374,760

Earnings per share attributable to Global Payments:

Basic earnings per share $ 1.24 $ 1.22

Diluted earnings per share $ 1.24 $ 1.22

Basic earnings per share attributable to Global Payments:

Continuing operations $ 0.86 $ 1.18

Discontinued operations 0.13 0.29

Total basic earnings per share attributable to Global Payments $ 0.99 $ 1.47

Diluted earnings per share attributable to Global Payments:

Continuing operations $ 0.86 $ 1.18

Discontinued operations 0.13 0.29

Total diluted earnings per share attributable to Global Payments $ 0.99 $ 1.47

See Notes to Unaudited Consolidated Financial Statements.

GLOBAL PAYMENTS INC.

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

Six Months Ended

June 30, 2025 June 30, 2024

Revenues $ 3,765,434 $ 3,805,119

Operating expenses:

Cost of service 987,653 1,003,516

Selling, general and administrative 1,974,739 1,966,624

Gain on business dispositions ( 4,260 ) —

2,958,132 2,970,140

Operating income 807,302 834,979

Interest and other income 73,557 69,209

Interest and other expense ( 300,400 ) ( 302,565 )

( 226,843 ) ( 233,356 )

Income from continuing operations before income taxes and equity in income of equity method investments 580,459 601,623

Income tax expense 163,263 71,382

Income from continuing operations before equity in income of equity method investments 417,196 530,241

Equity in income of equity method investments, net of tax 38,210 34,657

Income from continuing operations 455,406 564,898

Income from discontinued operations, net of tax 103,464 147,439

Net income 558,870 712,337

Net income attributable to noncontrolling interests ( 11,496 ) ( 24,270 )

Net income attributable to Global Payments $ 547,374 $ 688,067

Basic earnings per share attributable to Global Payments:

Continuing operations $ 1.82 $ 2.12

Discontinued operations 0.41 0.57

Total basic earnings per share attributable to Global Payments $ 2.23 $ 2.69

Diluted earnings per share attributable to Global Payments:

Continuing operations $ 1.82 $ 2.11

Discontinued operations 0.41 0.57

Total diluted earnings per share attributable to Global Payments $ 2.23 $ 2.68

See Notes to Unaudited Consolidated Financial Statements.

GLOBAL PAYMENTS INC.

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

1 unchanged sentence

Three Months Ended

March 31, 2025 March 31, 2024

June 30, 2025 June 30, 2024

Net income $ 246,098 $ 389,275

1 unchanged sentence

Foreign currency translation adjustments 445,406 ( 107,605 )

Income tax (expense) benefit related to foreign currency translation adjustments ( 1,574 ) 2,694

Net unrealized (losses) gains on hedging activities ( 9,371 ) 29,116

Income tax benefit (expense) related to foreign currency translation adjustments ( 4,292 ) 893

Net unrealized gains (losses) on hedging activities ( 37,548 ) 8,929

Reclassification of net unrealized losses (gains) on hedging activities to interest expense 841 ( 2,619 )

Income tax (expense) benefit related to hedging activities 2,013 ( 6,388 )

Income tax benefit (expense) related to hedging activities 8,948 ( 1,532 )

Other, net of tax ( 87 ) —

Other comprehensive income (loss) 413,268 ( 101,934 )

Comprehensive income 659,366 287,341

Comprehensive income attributable to noncontrolling interests 72,052 7,430

Comprehensive income attributable to Global Payments $ 587,314 $ 279,911

Six Months Ended

June 30, 2025 June 30, 2024

Net income $ 558,870 $ 712,337

Other comprehensive income (loss):

Foreign currency translation adjustments 660,470 ( 191,965 )

Income tax benefit (expense) related to foreign currency translation adjustments ( 5,866 ) 3,587

Net unrealized gains (losses) on hedging activities ( 46,919 ) 38,045

Reclassification of net unrealized losses (gains) on hedging activities to interest expense 1,693 ( 5,281 )

Income tax benefit (expense) related to hedging activities 10,961 ( 7,920 )

Other, net of tax ( 87 ) —

Other comprehensive income (loss) 620,252 ( 163,534 )

Comprehensive income 1,179,122 548,803

Comprehensive income (loss) attributable to noncontrolling interests 122,728 ( 5,902 )

2 unchanged sentences

GLOBAL PAYMENTS INC.

CONSOLIDATED BALANCE SHEETS

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current assets:

3 unchanged sentences

Prepaid expenses and other current assets 405,279 350,274

Assets held for sale 905,442 —

Current assets of discontinued operations 888,730 942,828

Total current assets 7,752,987 6,031,232

5 unchanged sentences

Other noncurrent assets 1,862,917 1,845,053

Noncurrent assets of discontinued operations 15,463,538 15,438,126

Total assets $ 48,518,510 $ 46,890,255

5 unchanged sentences

Settlement processing obligations 2,691,637 1,518,541

Liabilities held for sale 291,914 —

Current liabilities of discontinued operations 518,845 595,857

Total current liabilities 8,183,375 6,252,714

2 unchanged sentences

Other noncurrent liabilities 577,449 543,603

Noncurrent liabilities of discontinued operations 482,804 444,464

Total liabilities 25,096,921 23,873,688

4 unchanged sentences

Common stock, no par value;

400,000,000 shares authorized at March 31, 2025 and December 31, 2024;

245,361,590 shares issued and outstanding at March 31, 2025 and 248,708,899 shares issued and outstanding at December 31, 2024

400,000,000 shares authorized at June 30, 2025 and December 31, 2024;

242,475,957 shares issued and outstanding at June 30, 2025 and 248,708,899 shares issued and outstanding at December 31, 2024

Paid-in capital 17,496,438 18,118,942

9 unchanged sentences

(in thousands)

Three Months Ended

March 31, 2025 March 31, 2024

Six Months Ended

June 30, 2025 June 30, 2024

Cash flows from operating activities:

11 unchanged sentences

Distributions received on investments 7,512 —

Impairment of goodwill 33,225 —

Gain on business disposition ( 4,260 ) —

8 unchanged sentences

Capital expenditures ( 279,747 ) ( 324,657 )

Payment received on notes receivable 4,375 —

Principal payment received on notes receivable 8,750 —

Other, net — 6

Net cash used in investing activities ( 476,822 ) ( 697,313 )

12 unchanged sentences

Proceeds and contributions from noncontrolling interests — 2,116

Payment of deferred and contingent consideration in business combination — ( 6,390 )

Purchase of capped calls related to issuance of convertible notes — ( 256,250 )

14 unchanged sentences

Accumulated Other Comprehensive Loss Total Global Payments Shareholders’ Equity Nonredeemable Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests

Balance at December 31, 2024 248,709 $ 18,118,942 $ 4,774,736 $ ( 612,992 ) $ 22,280,686 $ 575,258 $ 22,855,944 $ 160,623

Net income 305,734 305,734 8,224 313,958 ( 1,186 )

Balance at March 31, 2025 245,362 $ 17,678,643 $ 5,019,346 $ ( 449,646 ) $ 22,248,343 $ 609,439 $ 22,857,782 $ 166,791

Net income (loss) 241,640 241,640 13,864 255,504 ( 9,406 )

Other comprehensive income 345,674 345,674 53,148 398,822 14,446

6 unchanged sentences

( 60,377 ) ( 60,377 ) ( 60,377 )

Balance at June 30, 2025 242,476 $ 17,496,438 $ 5,200,609 $ ( 103,972 ) $ 22,593,075 $ 656,683 $ 23,249,758 $ 171,831

Shareholders' Equity

Number of Shares

Paid-in Capital

Retained Earnings

Accumulated Other Comprehensive Loss Total Global Payments Shareholders’ Equity

Nonredeemable Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests

Balance at March 31, 2024 255,131 $ 18,806,396 $ 3,706,873 $ ( 297,438 ) $ 22,215,831 $ 627,245 $ 22,843,076 $ 143,069

Net income 374,760 374,760 12,743 387,503 1,772

Other comprehensive income (loss) ( 94,849 ) ( 94,849 ) ( 7,617 ) ( 102,466 ) 532

Stock issued under share-based compensation plans 145 14,106 14,106 14,106

Common stock repurchased - share-based compensation plans ( 12 ) ( 1,381 ) ( 1,381 ) ( 1,381 )

Share-based compensation expense 43,245 43,245 43,245

Repurchases of common stock ( 911 ) ( 100,872 ) ( 100,872 ) ( 100,872 )

Distributions to noncontrolling interests — ( 6,133 ) ( 6,133 )

Contributions from noncontrolling interests — — 2,027

Cash dividends declared ($ 0.25 per common share)

( 63,426 ) ( 63,426 ) ( 63,426 )

Balance at June 30, 2024 254,353 $ 18,761,494 $ 4,018,207 $ ( 392,287 ) $ 22,387,414 $ 626,238 $ 23,013,652 $ 147,400

See Notes to Unaudited Consolidated Financial Statements.

GLOBAL PAYMENTS INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in thousands, except per share data)

Shareholders' Equity

2 unchanged sentences

Retained Earnings

Accumulated Other Comprehensive Loss Total Global Payments Shareholders’ Equity Nonredeemable Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests

Balance at December 31, 2024 248,709 $ 18,118,942 $ 4,774,736 $ ( 612,992 ) $ 22,280,686 $ 575,258 $ 22,855,944 $ 160,623

Net income (loss) 547,374 547,374 22,088 569,462 ( 10,592 )

Other comprehensive income 509,020 509,020 89,432 598,452 21,800

Stock issued under share-based compensation plans 1,394 16,245 16,245 16,245

Common stock repurchased - share-based compensation plans ( 365 ) ( 37,902 ) ( 37,902 ) ( 37,902 )

Share-based compensation expense 79,550 79,550 79,550

Repurchases of common stock ( 7,262 ) ( 680,397 ) ( 680,397 ) ( 680,397 )

Distributions to noncontrolling interests — ( 30,095 ) ( 30,095 )

Cash dividends declared ($ 0.50 per common share)

( 121,501 ) ( 121,501 ) ( 121,501 )

Balance at June 30, 2025 242,476 $ 17,496,438 $ 5,200,609 $ ( 103,972 ) $ 22,593,075 $ 656,683 $ 23,249,758 $ 171,831

Shareholders' Equity

Number of Shares

Paid-in Capital

Retained Earnings

Accumulated Other Comprehensive Loss Total Global Payments Shareholders’ Equity

14 unchanged sentences

( 127,042 ) ( 127,042 ) ( 127,042 )

Balance at March 31, 2024 255,131 $ 18,806,396 $ 3,706,873 $ ( 297,438 ) $ 22,215,831 $ 627,245 $ 22,843,076 $ 143,069

Balance at June 30, 2024 254,353 $ 18,761,494 $ 4,018,207 $ ( 392,287 ) $ 22,387,414 $ 626,238 $ 23,013,652 $ 147,400

See Notes to Unaudited Consolidated Financial Statements.

3 unchanged sentences

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.

We operate in two reportable segments:

Merchant Solutions and Issuer Solutions.

See "Note 14—Segment Information" for further information.

Global Payments Inc.

and its consolidated subsidiaries are referred to herein collectively as "Global Payments," the "Company," "we," "our" or "us," unless the context requires otherwise.

On April 17, 2025, we entered into definitive agreements to acquire 100 % of Worldpay Holdco, LLC (“Worldpay”) from Fidelity National Information Services, Inc.

(“FIS”) and affiliates of GTCR LLC (“GTCR”) and divest our Issuer Solutions business to FIS.

Worldpay is an industry leading payments technology and solutions company.

Total estimated consideration expected to be paid to GTCR for its ownership interest in Worldpay consists of (1) approximately $ 6.1 billion in cash and (2) 43.3 million shares of Global Payments common stock.

Total estimated consideration expected to be received for the divestiture of our Issuer Solutions business consists of (1) approximately $ 7.5 billion in cash and (2) FIS’ ownership interest in Worldpay.

The proposed acquisition of Worldpay and divestiture of our Issuer Solutions business will occur simultaneously and the transactions are expected to close in the first half of 2026, subject to regulatory approvals and other customary closing conditions.

Both transactions are subject to customary working capital and other adjustments.

We will provide certain transition services to support the Issuer Solutions business upon divestiture.

The Company analyzed quantitative and qualitative factors relevant to the Issuer Solutions disposal group and determined that the accounting criteria to be classified as held for sale were met during the second quarter of 2025.

In addition, the planned disposition represents a strategic shift that will have a major impact on the Company's operations and financial results.

As a result, the operating results of the Issuer Solutions business have been reflected as discontinued operations for all periods presented.

The assets and liabilities of the disposal group are presented separately on the consolidated balance sheets for all periods presented.

Our consolidated statements of cash flows includes cash flows from discontinued operations for all periods presented.

Unless otherwise indicated, all disclosures in the notes to the consolidated financial statements reflect only our continuing operations.

Prior period information has been conformed to the current period presentation.

Our Issuer Solutions business was historically presented as a reportable segment.

For additional information related to the divestiture of Issuer Solutions, see "Note 2—Business Dispositions and Discontinued Operations."

These unaudited consolidated financial statements include our accounts and those of our majority-owned subsidiaries, and all intercompany balances and transactions have been eliminated in consolidation.

1 unchanged sentence

These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").

The consolidated balance sheet as of December 31, 2024 was derived from the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 but does not include all disclosures required by GAAP for annual financial statements.

The consolidated balance sheet as of December 31, 2024 was derived from the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 (adjusted for the effect of discontinued operations presentation) but does not include all disclosures required by GAAP for annual financial statements.

In the opinion of our management, all known adjustments necessary for a fair presentation of the results of the interim periods have been made.

8 unchanged sentences

This change had no effect on our consolidated statements of income, consolidated statements of comprehensive income, consolidated balance sheets or consolidated statements of changes in equity.

The change in presentation resulted in an increase in net cash provided by operating activities and an increase in net cash used in financing activities of $ 113.3 million for the three months ended March 31, 2024.

SEC rule changes - On March 27, 2025, the SEC voted to withdraw its litigation defense of its climate risk disclosure rules requiring disclosure of certain climate-related information and greenhouse gas emissions.

The change in presentation resulted in an increase in net cash provided by operating activities and an increase in net cash used in financing activities of $ 185.2 million for the six months ended June 30, 2024.

SEC rule changes - On March 27, 2025, the SEC withdrew its litigation defense of its climate risk disclosure rules requiring disclosure of certain climate-related information and greenhouse gas emissions following a February 2025 stay of the implementation of the rules.

It is uncertain whether the SEC will issue revised climate disclosure rules in future periods.

Recently issued accounting pronouncements not yet adopted

9 unchanged sentences

We are evaluating how the enhanced disclosure requirements of ASU 2023-09 will affect our presentation, and we will include the incremental disclosures upon the effective date.

There were no accounting pronouncements adopted by the Company during the three months ended March 31, 2025.

Subsequent event

On April 17, 2025, we entered into definitive agreements to divest our Issuer Solutions business to Fidelity National Information Services, Inc.

(“FIS”) as well as acquire 100 % of Worldpay Holdco, LLC (“Worldpay”) from FIS and affiliates of GTCR LLC (“GTCR”).

Worldpay is an industry leading payments technology and solutions company.

Total estimated consideration expected to be received for the divestiture of our Issuer Solutions business consists of (1) approximately $ 7.5 billion in net cash and (2) FIS’ 45 % ownership interest in Worldpay.

Total estimated consideration expected to be paid to GTCR for the remaining 55 % ownership interest in Worldpay consists of (1) approximately $ 6.1 billion in cash and (2) 43.3 million shares of Global Payments common stock.

The proposed divestiture of our Issuer Solutions business and acquisition of Worldpay will occur simultaneously.

As part of the transaction, we obtained $ 7.7 billion in committed bridge financing.

The transaction is subject to customary cash, debt and working capital adjustments.

The transactions are expected to close in the first half of 2026, subject to regulatory approvals and other customary closing conditions.

We will evaluate if the disposal group meets the criteria to be classified as held for sale in the quarter ending June 30, 2025, which could result in the recognition of a loss for financial reporting purposes.

NOTE 2— BUSINESS DISPOSITIONS

There were no accounting pronouncements adopted by the Company during the three and six months ended June 30, 2025.

NOTE 2— BUSINESS DISPOSITIONS AND DISCONTINUED OPERATIONS

Discontinued Operations

As described in "Note 1—Basis of Presentation and Summary of Significant Accounting Policies," our Issuer Solutions business met the criteria to be classified as a held for sale disposal group and a discontinued operation in the second quarter of 2025.

The following table presents the major classes of line items constituting income from discontinued operations, net of tax, in our consolidated statements of income for the three and six months ended June 30, 2025 and 2024:

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Revenues $ 639,885 $ 613,508 $ 1,260,614 $ 1,216,243

Operating expenses:

Cost of service 301,191 443,921 745,999 878,122

Selling, general and administrative 85,557 72,352 170,690 148,225

Impairment of goodwill 33,225 — 33,225 —

419,973 516,273 949,914 1,026,347

Operating income 219,912 97,235 310,700 189,896

Interest and other income 1,079 1,104 2,428 2,025

Interest and other expense ( 6,471 ) ( 10,949 ) ( 15,424 ) ( 18,739 )

( 5,392 ) ( 9,845 ) ( 12,996 ) ( 16,714 )

Income from discontinued operations before income taxes and equity in income of equity method investments 214,520 87,390 297,704 173,182

Income tax expense 180,568 13,145 194,329 25,834

Income from discontinued operations before equity in income of equity method investments 33,952 74,245 103,375 147,348

Equity in income of equity method investments 51 58 89 91

Income from discontinued operations, net of tax 34,003 74,303 103,464 147,439

Income from discontinued operations attributable to noncontrolling interests ( 1,148 ) ( 864 ) ( 1,956 ) ( 1,519 )

Income from discontinued operations attributable to Global Payments $ 32,855 $ 73,439 $ 101,508 $ 145,920

In connection with the classification of our Issuer Solutions business as assets held for sale, we recognized a goodwill impairment charge of $ 33.2 million on the basis of a quantitative assessment and comparison of the fair value of the disposal group to its carrying amount.

The estimated fair value used in the goodwill impairment assessment was considered a nonrecurring Level 3 measurement of the valuation hierarchy.

The goodwill impairment charge is presented within income from discontinued operations, net of tax in our consolidated statements of income for the three and six months ended June 30, 2025.

The following table presents the carrying amounts of the major classes of assets and liabilities of discontinued operations as of June 30, 2025 and December 31, 2024:

June 30, 2025 December 31, 2024

Cash and cash equivalents $ 182,236 $ 181,982

Accounts receivable, net 339,443 299,434

Prepaid expenses and other current assets 367,051 461,412

Current assets of discontinued operations 888,730 942,828

Goodwill 9,505,486 9,508,786

Other intangible assets, net 4,260,730 4,404,561

Property and equipment, net 1,047,813 882,784

Other noncurrent assets 649,509 641,995

Noncurrent assets of discontinued operations 15,463,538 15,438,126

Accounts payable and accrued liabilities 518,845 595,857

Current liabilities of discontinued operations 518,845 595,857

Deferred income taxes 243,862 258,764

Other noncurrent liabilities 238,942 185,700

Noncurrent liabilities of discontinued operations 482,804 444,464

Cash flows related to discontinued operations are included in our consolidated statements of cash flows for the six months ended June 30, 2025 and 2024.

The following table presents selected items affecting the statements of cash flows:

Six Months Ended

June 30, 2025 June 30, 2024

Depreciation and amortization of property and equipment $ 34,448 $ 61,706

Amortization of acquired intangibles 156,824 267,427

Goodwill impairment 33,225 —

Capital expenditures 112,353 83,353

During the six months ended June 30, 2025, Issuer Solutions entered into an agreement to acquire software and related services, of which $ 37.5 million was financed utilizing a two-year vendor financing arrangement.

In addition, during the six months ended June 30, 2025, Issuer Solutions recognized approximately $ 121.8 million of deferred income tax expense associated with our investment in subsidiaries of the disposal group expected to be divested in the transaction.

Heartland Payroll Solutions, Inc.

In May 2025, we entered into a definitive agreement to divest Heartland Payroll Solutions, Inc.

("Payroll Solutions"), our payroll business included in our Merchant Solutions segment, to Acrisure, LLC ("Acrisure") for approximately $ 1.1 billion, subject to certain closing adjustments, including up to $ 75 million of contingent consideration upon the purchaser achieving certain specified returns.

In connection with the transaction, we entered into a mutual referral agreement and long-term commercial partnership with Acrisure in which we will continue delivering fully integrated human capital management and payroll offerings to our merchant customers as part of our suite of commerce enablement solutions.

The transaction is expected to close in the second half of 2025, subject to regulatory approvals and other customary closing conditions, and result in a gain on sale of business.

Payroll Solutions met the criteria to be classified as a held for sale disposal group in the second quarter of 2025 and all assets of and liabilities of the have been reflected as assets held for sale and liabilities held for sale within our consolidated balance sheet of June 30, 2025.

Assets presented as held for sale in the consolidated balance sheet as of June 30, 2025 include goodwill of $ 479.6 million, cash of $ 255.3 million and other assets of $ 170.5 million.

Liabilities presented as held for sale in the consolidated balance sheet as of June 30, 2025 are principally accounts payable and accrued liabilities.

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.

("AdvancedMD") for approximately $ 1.1 billion, subject to certain closing adjustments, including up to $ 125 million of contingent consideration upon the purchaser achieving certain specified returns.

AdvancedMD is a provider of software-as-a-service solutions to small-to-medium sized ambulatory physician practices in the United States ("U.S."), and was included in our Merchant Solutions segment prior to disposition.

We recognized a gain on the sale of $ 273.1 million during the year ended December 31, 2024 and an additional gain on sale of $ 4.0 million during the three months ended March 31, 2025.

We recognized a gain on the sale of $ 273.1 million during the year ended December 31, 2024 and an additional gain on sale of $ 4.3 million during the six months ended June 30, 2025.

NOTE 3— REVENUES

The following tables present a disaggregation of our revenues from contracts with customers by geography for each of our reportable segments for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31, 2025

Solutions Issuer

Solutions Intersegment

Eliminations Total

(in thousands)

Americas $ 1,483,092 $ 472,429 $ ( 6,734 ) $ 1,948,787

Europe 261,135 137,716 — 398,851

Asia Pacific 64,460 10,585 ( 10,585 ) 64,460

$ 1,808,687 $ 620,730 $ ( 17,319 ) $ 2,412,098

Three Months Ended March 31, 2024

Solutions Issuer

Solutions Intersegment

Eliminations Total

The following tables present a disaggregation of our revenues from contracts with customers by geography for the three and six months ended June 30, 2025 and 2024:

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

(in thousands)

3 unchanged sentences

$ 1,956,747 $ 1,971,025 $ 3,765,434 $ 3,805,119

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

We actively market and provide our payment services, software and other commerce enablement solutions directly to our customers and through a variety of partner distribution channels across three service lines:

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

2 unchanged sentences

Our Core Payments Solutions business provides payments technology services and other commerce enablement solutions directly to customers across numerous verticals in the markets we serve through our direct sales force worldwide, as well as referral partnerships and other wholesale relationships.

The following table presents a disaggregation of our Merchant Solutions segment revenues by business pillar for the three months ended March 31, 2025 and 2024:

Three Months Ended

March 31, 2025 March 31, 2024

The following table presents a disaggregation of our revenues by service line for the three and six months ended June 30, 2025 and 2024:

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

(in thousands)

4 unchanged sentences

ASC Topic 606, Revenues from Contracts with Customers ("ASC 606"), requires that we determine for each customer arrangement whether revenue should be recognized at a point in time or over time.

For the three months ended March 31, 2025 and 2024, substantially all of our revenues were recognized over time.

Supplemental balance sheet information related to contracts from customers as of March 31, 2025 and December 31, 2024 was as follows:

Balance Sheet Location March 31, 2025 December 31, 2024

For the three and six months ended June 30, 2025 and 2024, substantially all of our revenues were recognized over time.

Supplemental balance sheet information related to contracts from customers as of June 30, 2025 and December 31, 2024 was as follows:

Balance Sheet Location June 30, 2025 December 31, 2024

(in thousands)

5 unchanged sentences

Contract liabilities, net (noncurrent) Other noncurrent liabilities 22,388 20,414

Net contract assets were not material at March 31, 2025 or December 31, 2024.

Revenue recognized for the three months ended March 31, 2025 and 2024 from contract liability balances at the beginning of each period was $ 76.7 million and $ 92.3 million, respectively.

Net contract assets were not material at June 30, 2025 or December 31, 2024.

Revenue recognized for the three months ended June 30, 2025 and 2024 from contract liability balances at the beginning of each period was $ 73.0 million and $ 69.6 million, respectively.

Revenue recognized for the six months ended June 30, 2025 and 2024 from contract liability balances at the beginning of each period was $ 142.9 million and $ 124.7 million, respectively.

ASC 606 requires disclosure of the aggregate amount of the transaction price allocated to unsatisfied performance obligations.

The purpose of this disclosure is to provide additional information about the amounts and expected timing of revenue to be recognized from the remaining performance obligations in our existing contracts.

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at March 31, 2025.

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at June 30, 2025.

However, as permitted, we have elected to exclude from this disclosure any contracts with an original duration of one year or less and any variable consideration that meets specified criteria.

5 unchanged sentences

NOTE 4— GOODWILL AND OTHER INTANGIBLE ASSETS

As of March 31, 2025 and December 31, 2024, goodwill and other intangible assets consisted of the following:

March 31, 2025 December 31, 2024

As of June 30, 2025 and December 31, 2024, goodwill and other intangible assets consisted of the following:

June 30, 2025 December 31, 2024

(in thousands)

13 unchanged sentences

$ 4,380,462 $ 4,527,382

The following table sets forth the changes by reportable segment in the carrying amount of goodwill for the three months ended March 31, 2025:

Solutions Issuer

Solutions Total

The following table sets forth the changes in the carrying amount of goodwill for the six months ended June 30, 2025:

Merchant Solutions

(in thousands)

Balance at December 31, 2024 $ 16,777,532

Goodwill acquired 81,757

Effect of foreign currency translation 359,221

Measurement period adjustments 3,470

Balance at March 31, 2025 $ 16,898,471 $ 9,518,724 $ 26,417,195

Accumulated impairment losses for goodwill were $ 357.9 million as of March 31, 2025 and December 31, 2024.

Reclassification of goodwill to assets held for sale (1)

Balance at June 30, 2025 $ 16,742,403

(1) Reflects the reclassification of goodwill in connection with the presentation of our Payroll Solutions business as held for sale.

See “Note 2—Business Dispositions and Discontinued Operations” for further discussion.

NOTE 5— LONG-TERM DEBT AND LINES OF CREDIT

As of March 31, 2025 and December 31, 2024, long-term debt consisted of the following:

March 31, 2025 December 31, 2024

As of June 30, 2025 and December 31, 2024, long-term debt consisted of the following:

June 30, 2025 December 31, 2024

(in thousands)

39 unchanged sentences

The carrying amounts of our senior notes and convertible notes in the table above are presented net of unamortized discount and unamortized debt issuance costs, as applicable.

At March 31, 2025, the unamortized discount on senior notes and convertible notes was $ 36.7 million, and unamortized debt issuance costs on senior notes and convertible notes were $ 88.6 million.

At June 30, 2025, the unamortized discount on senior notes and convertible notes was $ 35.1 million, and unamortized debt issuance costs on senior notes and convertible notes were $ 84.8 million.

At December 31, 2024, the unamortized discount on senior notes and convertible notes was $ 38.5 million, and unamortized debt issuance costs on senior notes and convertible notes were $ 92.8 million.

The portion of unamortized debt issuance costs related to revolving credit facilities is included in other noncurrent assets in our consolidated balance sheets.

At March 31, 2025 and December 31, 2024, unamortized debt issuance costs on the unsecured revolving credit facility were $ 12.2 million and $ 13.4 million, respectively.

At March 31, 2025, future maturities of long-term debt (excluding finance lease liabilities) are as follows by year (in thousands):

At June 30, 2025 and December 31, 2024, unamortized debt issuance costs on the unsecured revolving credit facility were $ 23.1 million and $ 13.4 million, respectively.

At June 30, 2025, future maturities of long-term debt (excluding finance lease liabilities) are as follows by year (in thousands):

Year Ending December 31,

3 unchanged sentences

2030 2,530,671

2030 1,004,112

2031 and thereafter 5,943,054

2 unchanged sentences

1.500 % Convertible Notes due March 1, 2031

We have $ 2.0 billion in aggregate principal amount of 1.500 % convertible unsecured senior notes due March 2031, which were issued in 2024 through a private placement.

We have $ 2.0 billion in aggregate principal amount of 1.500 % convertible unsecured senior notes due March 2031 that were issued in 2024 through a private placement.

The net proceeds from this offering were approximately $ 1.97 billion reflecting debt issuance costs of $ 33.5 million, which were capitalized and reflected as a reduction of the related carrying amount of the convertible notes in our consolidated balance sheets.

4 unchanged sentences

The capped call transactions met the accounting criteria to be reflected in stockholders’ equity and not accounted for as derivatives.

The cost of $ 256.3 million incurred in connection with the capped call transactions was reflected as a reduction to paid-in-capital in our consolidated statement of changes in equity for the three months ended March 31, 2024, net of applicable income taxes.

The cost of $ 256.3 million incurred in connection with the capped call transactions was reflected as a reduction to paid-in-capital in our consolidated statement of changes in equity for the six months ended June 30, 2024, net of applicable income taxes.

1.000 % Convertible Notes due August 15, 2029

We also have $ 1.5 billion in aggregate principal amount of 1.000 % convertible notes due August 2029, which were issued during 2022 in a private placement pursuant to an investment agreement with Silver Lake Partners.

We also have $ 1.5 billion in aggregate principal amount of 1.000 % convertible notes due August 2029 that were issued during 2022 in a private placement pursuant to an investment agreement with Silver Lake Partners.

Interest on the convertible notes is payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2023, to the holders of record on the preceding February 1 and August 1, respectively.

2 unchanged sentences

Revolving Credit Facility

Our credit agreement provides for an unsubordinated unsecured $ 5.75 billion revolving credit facility that matures in August 2027.

As of March 31, 2025, there were borrowings of $ 1.5 billion outstanding under the revolving credit facility with an interest rate of 5.8 %, and the total available commitments under the revolving credit facility were $ 3.3 billion.

On May 15, 2025, we entered into a credit agreement with a syndicate of financial institutions as lenders and agents.

The credit agreement provides for an unsubordinated unsecured $ 7.25 billion revolving credit facility (the "Revolving Credit Facility"), of which (a) $ 5.75 billion of commitments were made available on May 15, 2025 and (b) an additional $ 1.5 billion of commitments will be made available upon the closing of the proposed acquisition of Worldpay described in "Note 1—Basis of Presentation and Summary of Significant Accounting Policies." Commitments under the Revolving Credit Facility may be increased to an aggregate amount not to exceed $ 7.5 billion.

The Revolving Credit Facility matures in May 2030 and provides

for up to two one-year maturity extensions.

Borrowings under the Revolving Credit Facility may be repaid prior to maturity without premium or penalty, subject to payment of certain customary expenses of lenders and customary notice provisions.

We capitalized debt issuance costs of $ 12.9 million during the three and six months ended June 30, 2025 in connection with the issuances under the Revolving Credit Facility;

the amount is presented in other noncurrent assets in our consolidated balance sheet.

The Revolving Credit Facility replaced our previous unsubordinated unsecured $ 5.75 billion revolving credit facility (the "Prior Credit Facility"), dated as of August 19, 2022, as amended, which was scheduled to mature in August 2027.

In May 2025, all borrowings outstanding under the Prior Credit Facility were either repaid or continued under the Revolving Credit Facility pursuant to the terms of the new credit agreement.

The Prior Credit Facility was terminated in connection with the execution of the Revolving Credit Facility.

Borrowings under the Revolving Credit Facility will be available to be made in U.S.

dollars, euros, sterling, Canadian dollars and, subject to certain conditions, certain other currencies at our option.

Borrowings under the Revolving Credit Facility will bear interest, at our option, at a rate equal to (i) for secured overnight financing rate based currencies or certain alternative currencies, a secured overnight financing rate (subject to a 0.00 % floor) or an alternative currency term rate (subject to a 0.00 % floor), as applicable, (ii) for US dollar borrowings, a base rate, (iii) for US dollar borrowings, a daily floating secured overnight financing rate (subject to a 0.00 % floor) or (iv) for certain alternative currencies, a daily alternative currency rate (subject to a 0.00 % floor), in each case, plus an applicable margin.

The applicable margin for borrowings other than base rate borrowings will range from 1.000 % to 1.750 % depending on our credit rating and is initially 1.375 %.

We may issue standby letters of credit of up to $ 500 million in the aggregate under the Revolving Credit Facility.

Outstanding letters of credit under the Revolving Credit Facility reduce the amount of borrowings available to us.

The amounts available to borrow under the Revolving Credit Facility are also determined by a financial leverage covenant.

As of June 30, 2025, there were borrowings of $ 1.5 billion outstanding under the Revolving Credit Facility with an interest rate of 5.7 %, and the total available commitments under the Revolving Credit Facility were $ 2.9 billion.

Committed Bridge Financing

On April 17, 2025, in connection with our entry into the definitive agreement to acquire Worldpay, we obtained $ 7.7 billion in committed bridge financing, which was subsequently reduced to $ 6.2 billion on May 15, 2025 in connection with the entry into the Revolving Credit Facility.

We capitalized debt issuance costs of $ 28.5 million during the three and six months ended June 30, 2025 in connection with the establishment of the committed bridge financing;

the unamortized amount is presented in prepaid expenses and other current assets in our consolidated balance sheet.

Commercial Paper

2 unchanged sentences

The proceeds from issuances of commercial paper notes will be used primarily for general corporate purposes but may also be used for acquisitions, to pay dividends, for debt refinancing or for other purposes.

As of March 31, 2025, we had net borrowings under our commercial paper program of $ 868.8 million outstanding, presented within long-term debt in our consolidated balance sheet based on our intent and ability to continually refinance on a long-term basis, with a weighted average annual interest rate of 5.0 %.

As of June 30, 2025, we had net borrowings under our commercial paper program of $ 798.1 million outstanding, presented within long-term debt in our consolidated balance sheet based on our intent and ability to continually refinance on a long-term basis, with a weighted average annual interest rate of 5.0 %.

The commercial paper program is backstopped by our credit agreement, in that the amount of commercial paper notes outstanding cannot exceed the undrawn portion of our Revolving Credit Facility.

1 unchanged sentence

Fair Value of Long-Term Debt

As of March 31, 2025, our senior notes had a total carrying amount of $ 10.1 billion and an estimated fair value of $ 9.7 billion.

As of March 31, 2025, our 1.500 % convertible notes due March 1, 2031 had a total carrying amount of $ 2.0 billion and an estimated fair value of $ 1.9 billion.

As of June 30, 2025, our senior notes had a total carrying amount of $ 10.2 billion and an estimated fair value of $ 9.8 billion.

As of June 30, 2025, our 1.500 % convertible notes due March 1, 2031 had a total carrying amount of $ 2.0 billion and an

estimated fair value of $ 1.8 billion.

The estimated fair values of our senior notes and 1.500 % convertible senior notes were based on quoted market prices in active markets and are considered to be Level 1 measurements of the fair value hierarchy.

As of March 31, 2025, our 1.000 % convertible notes due August 15, 2029 had a total carrying amount of $ 1.5 billion and an estimated fair value of $ 1.5 billion.

As of June 30, 2025, our 1.000 % convertible notes due August 15, 2029 had a total carrying amount of $ 1.5 billion and an estimated fair value of $ 1.4 billion.

The estimated fair value of our 1.000 % convertible notes was based on a lattice pricing model and is considered to be a Level 3 measurement of the fair value hierarchy.

The fair value of other long-term debt approximated its carrying amount at March 31, 2025.

The fair value of other long-term debt approximated its carrying amount at June 30, 2025.

Compliance with Covenants

The convertible notes include customary covenants and events of default for convertible notes of this type.

The revolving credit agreement contains customary affirmative covenants and restrictive covenants, including, among others, financial covenants based on net leverage and interest coverage ratios, and customary events of default.

As of March 31, 2025, the required leverage ratio was 4.00 to 1.00, and the required interest coverage ratio was 3.00 to 1.00.

The required leverage ratio will step-down to 3.75 to 1.00 as of June 30, 2025.

We were in compliance with all applicable covenants as of March 31, 2025.

The Revolving Credit Facility agreement contains customary affirmative covenants and restrictive covenants, including, among others, financial covenants based on net leverage and interest coverage ratios, and customary events of default.

As of June 30, 2025, the required leverage ratio was 3.75 to 1.00.

We were in compliance with all applicable covenants as of June 30, 2025.

Interest Expense

Interest expense was $ 146.7 million and $ 160.8 million for the three months ended March 31, 2025 and 2024, respectively.

Interest expense was $ 151.1 million and $ 151.0 million for the three months ended June 30, 2025 and 2024, respectively, and $ 295.5 million and $ 308.7 million for the six months ended June 30, 2025 and 2024, respectively.

NOTE 6— DERIVATIVES AND HEDGING INSTRUMENTS

4 unchanged sentences

Under net investment hedge accounting, the foreign currency remeasurement gains and losses associated with our Euro-denominated senior notes are presented within the same components of other comprehensive income (loss) and accumulated other comprehensive loss, partially offsetting the foreign currency translation adjustment for our foreign subsidiaries.

We recognized a loss on the net investment hedge of $ 9.5 million and $ 7.1 million within foreign currency translation adjustments in other comprehensive income (loss) in our consolidated statements of comprehensive income during the three months ended March 31, 2025 and 2024, respectively.

We recognized a gain (loss) on the net investment hedge of $( 81.3 ) million and $ 6.1 million within foreign currency translation adjustments in other comprehensive income (loss) in our consolidated statements of comprehensive income during the three months ended June 30, 2025 and 2024, respectively, and $( 90.7 ) million and $( 0.9 ) million during the six months ended June 30, 2025 and 2024, respectively.

Interest Rate Swaps

5 unchanged sentences

The table below presents information about our interest rate swaps, designated as cash flow hedges, included in our consolidated balance sheets:

Derivative Financial Instruments Balance Sheet Location Weighted-Average Fixed Rate of Interest at March 31, 2025 Range of Maturity Dates at March 31, 2025 March 31, 2025 December 31, 2024

Derivative Financial Instruments Balance Sheet Location Weighted-Average Fixed Rate of Interest at

June 30, 2025 Range of Maturity Dates at June 30, 2025 June 30, 2025 December 31, 2024

(in thousands)

Interest rate swaps (Notional of $ 1.5 billion at March 31, 2025 and December 31, 2024)

Interest rate swaps (Notional of $ 1.5 billion at June 30, 2025 and December 31, 2024)

Other noncurrent liabilities 4.26 % April 17, 2027 - August 17, 2027 $ 20,844 $ 7,768

The table below presents the effects of our interest rate swaps on our consolidated statements of income and statements of comprehensive income for the three months ended March 31, 2025 and 2024:

Three Months Ended

March 31, 2025 March 31, 2024

The table below presents the effects of our interest rate swaps on our consolidated statements of income and statements of comprehensive income for the three and six months ended June 30, 2025 and 2024:

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

(in thousands)

Net unrealized (losses) gains recognized in other comprehensive income (loss) $ ( 9,371 ) $ 29,116

Net unrealized (losses) gains reclassified out of other comprehensive income (loss) to interest expense $ ( 852 ) $ 2,662

As of March 31, 2025, the amount of net unrealized losses in accumulated other comprehensive loss related to our interest rate swaps that is expected to be reclassified into interest expense during the next 12 months was $ 9.3 million.

Net unrealized gains (losses) recognized in other comprehensive income (loss) $ ( 3,204 ) $ 8,929 $ ( 12,575 ) $ 38,045

Net unrealized gains (losses) reclassified out of other comprehensive income (loss) to interest expense $ ( 841 ) $ 2,619 $ ( 1,693 ) $ 5,281

As of June 30, 2025, the amount of net unrealized losses in accumulated other comprehensive loss related to our interest rate swaps that is expected to be reclassified into interest expense during the next 12 months was $ 10.7 million.

Treasury Locks

In June 2025, we entered into $ 1.5 billion in notional treasury lock derivative instruments to hedge interest rate risk in anticipation of our future issuance of fixed rate notes.

Each of these treasury locks was designated as a cash flow hedge of a forecasted transaction, and unrealized gains or losses resulting from adjusting the treasury locks to fair value are recognized as a component of other comprehensive income (loss).

The fair value of the treasury locks is determined based on the present value of the estimated future net cash flows using implied rates in the applicable yield curve as of the valuation date.

These derivative instruments are classified within Level 2 of the fair value hierarchy.

The table below presents information about the treasury locks included in our consolidated balance sheets:

Derivative Financial Instruments Balance Sheet Location Weighted-Average Fixed Rate of Interest at

June 30, 2025 Maturity Date at June 30, 2025 June 30, 2025

(in thousands)

Treasury locks (Notional of $ 1.5 billion at June 30, 2025)

Other noncurrent liabilities 4.53 % March 31, 2026 $ 34,344

The table below presents the effects of our treasury locks on our consolidated statements of comprehensive income:

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2025

(in thousands)

Net unrealized losses recognized in other comprehensive income (loss) $ ( 34,344 ) $ ( 34,344 )

NOTE 7— INCOME TAX

For the three months ended March 31, 2025, our effective income tax rate of 16.6 % differed favorably from the U.S.

statutory rate primarily as a result of foreign interest income not subject to tax, tax credits and the foreign-derived intangible income deduction.

For the three months ended March 31, 2024, our effective income tax rate of 5.9 % differed favorably from the U.S.

statutory rate primarily as a result of a change in the assessment of the need for a valuation allowance related to certain foreign tax credit carryforwards, foreign interest income not subject to tax, tax credits and the foreign-derived intangible income deduction.

For the three and six months ended June 30, 2025, our effective income tax rates of 38.1 % and 28.1 %, respectively, differed from the U.S.

statutory rate primarily as a result of deferred tax expense associated with legal entity restructuring in connection with the sale of our Issuer Solutions business, net of tax benefits from tax credits and foreign interest income not subject to tax.

For the three and six months ended June 30, 2024, our effective income tax rates of 17.9 % and 11.9 %, respectively, differed favorably from the U.S.

statutory rate primarily as a result of tax credits and foreign interest income not subject to tax.

Our effective income tax rate for the six months ended June 30, 2024 also included the favorable effect of a change in the assessment of the need for a valuation allowance related to certain foreign tax credit carryforwards.

NOTE 8— REDEEMABLE NONCONTROLLING INTERESTS

2 unchanged sentences

Under the shareholder agreement, the minority shareholder has the option to compel us to purchase their shares at fair market value upon the occurrence of a specific change in control event.

As of March 31, 2025, the option is not considered probable of becoming redeemable.

As of June 30, 2025, the option is not considered probable of becoming redeemable.

We also own 51 % of our subsidiary in Greece and 50.1 % of our subsidiary in Chile.

6 unchanged sentences

In determining the measurement method of redemption price, we have elected to accrete changes in the redemption price over the period from the date of issuance to the earliest redemption date of the instrument using the effective interest method, applied prospectively.

We have also elected to recognize the entire amount of any redemption price adjustments in net income attributable to noncontrolling interests in our consolidated statements of income.

Redemption price adjustments recognized in net income attributable to noncontrolling interests in our consolidated statements of income were $( 9.3 ) million and $ 3.0 million for the three months ended June 30, 2025 and 2024, respectively, and $( 10.6 ) million and $ 4.5 million for the six months ended June 30, 2025 and 2024, respectively.

In addition, we own 66 % of our subsidiary in Poland.

2 unchanged sentences

We repurchase our common stock mainly through open market repurchase plans and, at times, through accelerated share repurchase ("ASR") programs.

During the three months ended March 31, 2025 and 2024, we repurchased and retired 4,218,350 and 6,061,999 shares of our common stock, respectively, at a cost, including commissions and applicable excise taxes, of $ 449.0 million and $ 808.4 million, or $ 106.45 and $ 133.35 per share, respectively.

The share repurchase activity for the three months ended March 31, 2025 included the repurchase of 2,449,366 shares at an average price of $ 102.07 per share under an ASR agreement we entered into on February 13, 2025 with a financial institution to repurchase an aggregate of $ 250.0 million of our common stock during the ASR program purchase period.

During the three months ended June 30, 2025 and 2024, we repurchased and retired 3,043,484 and 910,980 shares of our common stock, respectively, at a cost, including commissions and applicable excise taxes, of $ 231.4 million and $ 100.9 million, or $ 76.02 and $ 110.73 per share, respectively.

During the six months ended June 30, 2025 and 2024, we repurchased and retired 7,261,834 and 6,972,979 shares of our common stock, respectively, at a cost, including commissions and applicable excise taxes, of $ 680.4 million and $ 909.2 million, or $ 93.70 and $ 130.39 per share, respectively.

The share repurchase activity for the six months ended June 30, 2025 included the repurchase of 2,449,366 shares at an average price of $ 102.07 per share under an ASR agreement we entered into on February 13, 2025 with a financial institution to repurchase an aggregate of $ 250.0 million of our common stock during the ASR program purchase period.

This ASR program was completed on March 11, 2025.

The share repurchase activity for the three months ended March 31, 2024 included the repurchase of 1,414,759 shares using a portion of the net proceeds from our offering of 1.500 % convertible unsecured senior notes due March 2031 through privately negotiated transactions with purchasers of notes in the offering, or one of their respective affiliates.

The share repurchase activity for the six months ended June 30, 2024 included the repurchase of 1,414,759 shares using a portion of the net proceeds from our offering of 1.500 % convertible unsecured senior notes due March 2031 through privately negotiated transactions with purchasers of notes in the offering, or one of their respective affiliates.

The purchase price per share of the common stock repurchased in such transactions equaled the closing price of the common stock on February 20, 2024, which was $ 130.80 per share.

As of March 31, 2025, the remaining amount available under our share repurchase program was $ 1,405.7 million.

On April 24, 2025, our board of directors declared a dividend of $ 0.25 per share payable on June 27, 2025 to common shareholders of record as of June 13, 2025.

As of June 30, 2025, the remaining amount available under our share repurchase program was $ 1,176.5 million.

On July 30, 2025, our board of directors declared a dividend of $ 0.25 per share payable on September 26, 2025 to common shareholders of record as of September 12, 2025.

NOTE 10— SHARE-BASED AWARDS AND STOCK OPTIONS

The following table summarizes share-based compensation expense and the related income tax benefit recognized for our share-based awards and stock options:

Three Months Ended

March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

(in thousands)

Share-based compensation expense $ 39,740 $ 40,117

Income tax benefit 6,265 9,366

Share-based compensation expense from continuing operations $ 33,312 $ 37,085 $ 63,600 $ 70,444

Share-based compensation expense from discontinued operations 6,498 6,160 15,950 12,918

Total share-based compensation expense $ 39,810 $ 43,245 $ 79,550 $ 83,362

Total income tax benefit $ 12,269 $ 6,968 $ 18,534 $ 16,334

The following discussion of our share-based compensation awards includes awards related to continuing and discontinued operations.

Share-Based Awards

The following table summarizes the changes in unvested restricted stock and performance awards for the three months ended March 31, 2025:

The following table summarizes the changes in unvested restricted stock and performance awards for the six months ended June 30, 2025:

Shares Weighted-Average

4 unchanged sentences

Forfeited ( 143 ) 112.09

Unvested at March 31, 2025 2,586 $ 113.27

The total fair value of restricted stock and performance awards vested during the three months ended March 31, 2025 and 2024 was $ 132.1 million and $ 131.1 million, respectively.

For restricted stock and performance awards, we recognized compensation expens e of $ 35.9 million and $ 35.6 million during the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, there was $ 239.1 million of unrecognized compensation expense related to unvested restricted stock and performance awards that we expect to recognize over a weighted-average period of 2.1 years.

Unvested at June 30, 2025 2,617 $ 112.38

The total fair value of restricted stock and performance awards vested during the six months ended June 30, 2025 and 2024 was $ 136.1 million and $ 137.5 million, respectively.

For restricted stock and performance awards, we recognized compensation expens e of $ 36.8 million and $ 40.6 million during the three months ended June 30, 2025 and 2024, respectively, and $ 72.7 million and $ 76.2 million during the six months ended June 30, 2025 and 2024 , respectively.

As of June 30, 2025, there was $ 204.3 million of unrecognized compensation expense related to unvested restricted stock and performance awards that we expect to recognize over a weighted-average period of 2.0 years.

Stock Options

The following table summarizes stock option activity for the three months ended March 31, 2025:

The following table summarizes stock option activity for the six months ended June 30, 2025:

Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value

4 unchanged sentences

Exercised ( 38 ) 57.31

Outstanding at March 31, 2025 950 $ 112.35 6.3 $ 4.5

Options vested and exercisable at March 31, 2025 605 $ 112.97 4.5 $ 4.5

We recognized compensation expense for stock options of $ 2.5 million and $ 2.8 million during the three months ended March 31, 2025 and 2024, respectively.

The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2025 and 2024 was $ 0.8 million and $ 13.6 million, respectively.

As of March 31, 2025, we had $ 13.4 million o f unrecognized compensation expense related to unvested stock options that we expect to recognize over a weighted-average period of 2.0 years .

The weighted-average grant-date fair value of stock options granted during the three months ended March 31, 2025 and 2024 was $ 44.76 and $ 54.42 , respectively.

Outstanding at June 30, 2025 956 $ 112.44 6.2 $ 1.1

Options vested and exercisable at June 30, 2025 597 $ 114.28 4.4 $ 1.0

We recognized compensation expense for stock options of $ 1.9 million and $ 1.3 million during the three months ended June 30, 2025 and 2024, respectively, and $ 4.4 million and $ 4.2 million during the six months ended June 30, 2025 and 2024, respectively.

The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2025 and 2024 was $ 1.2 million and $ 14.6 million, respectively.

As of June 30, 2025, we had $ 12.3 million o f unrecognized compensation expense related to unvested stock options that we expect to recognize over a weighted-average period of 1.9 years.

The weighted-average grant-date fair value of stock options granted during the six months ended June 30, 2025 and 2024 was $ 43.20 and $ 54.42 , respectively.

Fair value was estimated on the date of grant using the Black-Scholes valuation model with the following weighted-average assumptions:

Three Months Ended

March 31, 2025 March 31, 2024

Six Months Ended

June 30, 2025 June 30, 2024

Risk-free interest rate 4.01 % 4.16 %

1 unchanged sentence

Dividend yield 0.88 % 0.90 %

Expected term (years) 5 5

Expected term in years 5 5

The risk-free interest rate was based on the yield of a zero coupon U.S.

8 unchanged sentences

All stock options with an exercise price lower than the average market share price of our common stock for the period are assumed to have a dilutive effect on EPS.

The dilutive share base for the three months ended March 31, 2025 excluded approximately 0.8 million shares related to stock options that would have an antidilutive effect on the computation of diluted EPS.

The dilutive share base for the three months ended March 31, 2024 excluded approximately 0.1 million shares related to stock options that would have an antidilutive effect on the computation of diluted EPS.

The dilutive share base for the three and six months ended June 30, 2025 excluded approximately 0.9 million shares related to stock options that would have an antidilutive effect on the computation of diluted EPS.

The dilutive share base for the three and six months ended June 30, 2024 excluded approximately 0.7 million shares related to stock options that would have an antidilutive effect on the computation of diluted EPS.

The effect of the potential shares needed to settle the conversion spread on our convertible notes is included in diluted EPS if the effect is dilutive.

The effect depends on the market share price of our common stock at the time of conversion and would be dilutive if the average market share price of our common stock for the period exceeds the conversion price.

For the three months ended March 31, 2025, the convertible notes were not included in the computation of diluted EPS as the effect would have been anti-dilutive.

For the three and six months ended June 30, 2025, the convertible notes were not included in the computation of diluted EPS as the effect would have been anti-dilutive.

Further, the effect of the related capped call transactions is not included in the computation of diluted EPS as it is always anti-dilutive.

The following table sets forth the computation of diluted weighted-average number of shares outstanding for the three months ended March 31, 2025 and 2024:

Three Months Ended

March 31, 2025 March 31, 2024

(in thousands)

The following table sets forth the computations of basic and diluted EPS for continuing and discontinued operations for the three and six months ended June 30, 2025 and 2024:

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

(in thousands, except per share data)

Income from continuing operations attributable to Global Payments $ 208,785 $ 301,321 $ 445,866 $ 542,147

Income from discontinued operations attributable to Global Payments 32,855 73,439 101,508 145,920

Net income attributable to Global Payments $ 241,640 $ 374,760 $ 547,374 $ 688,067

Basic weighted-average number of shares outstanding 243,443 254,748 245,087 255,837

1 unchanged sentence

Diluted weighted-average number of shares outstanding 243,577 255,166 245,359 256,377

Basic earnings per share attributable to Global Payments:

Continuing operations $ 0.86 $ 1.18 $ 1.82 $ 2.12

Discontinued operations 0.13 0.29 0.41 0.57

Total basic earnings per share attributable to Global Payments $ 0.99 $ 1.47 $ 2.23 $ 2.69

Diluted earnings per share attributable to Global Payments:

Continuing operations $ 0.86 $ 1.18 $ 1.82 $ 2.11

Discontinued operations 0.13 0.29 0.41 0.57

Total diluted earnings per share attributable to Global Payments $ 0.99 $ 1.47 $ 2.23 $ 2.68

NOTE 12— SUPPLEMENTAL BALANCE SHEET INFORMATION

2 unchanged sentences

We regularly maintain cash balances with financial institutions in excess of the Federal Deposit Insurance Corporation insurance limit or the equivalent outside the U.S.

As of March 31, 2025, approximately 75 % of our total balance of cash and cash equivalents was held within a small group of financial institutions, primarily large money center banks.

As of June 30, 2025, approximately 75 % of our cash and cash equivalents (inclusive of discontinued operations and held for sale) was held within a small group of financial institutions, primarily large money center banks.

Although we currently believe that the financial institutions with whom we do business will be able to fulfill their commitments to us, there is no assurance that those institutions will be able to continue to do so.

We have not experienced any losses associated with our balances in such accounts for the three months ended March 31, 2025 and 2024.

We have not experienced any losses associated with our balances in such accounts for the three and six months ended June 30, 2025 and 2024.

Restricted cash includes amounts that cannot be withdrawn or used for general operating activities under legal or regulatory restrictions.

2 unchanged sentences

A reconciliation of the amounts of cash and cash equivalents and restricted cash in our consolidated balance sheets to the amount in our consolidated statements of cash flows is as follows:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(in thousands)

Cash and cash equivalents $ 2,896,024 $ 2,538,416

Restricted cash 252,251 197,559

Cash and cash equivalents of continuing operations

$ 2,611,662 $ 2,356,434

Restricted cash of continuing operations

Cash included in assets held for sale 255,339 —

Cash, cash equivalents and restricted cash of discontinued operations 466,034 373,344

Cash, cash equivalents and restricted cash shown in the statements of cash flows $ 3,339,888 $ 2,735,975

2 unchanged sentences

In connection with the sale of our gaming business in April 2023, we provided seller financing consisting of an unsecured promissory note due April 1, 2030 with an aggregate principal amount of $ 32 million bearing interest at a fixed annual rate of 11.0 %.

We recognized interest income of $ 23.5 million and $ 21.5 million on the notes during the three months ended March 31, 2025 and 2024, respectively, as a component of interest and other income in our consolidated statements of income.

As of March 31, 2025 and December 31, 2024 , there was an aggregate principal amount of $ 825.3 million and $ 810.2 million , respectively, outstanding on the notes, including paid-in-kind interest, and the notes are presented net of the allowance for credit losses o f $ 15.2 million wi thin notes receivable in our consolidated balance sheets.

We recognized interest income of $ 24.2 million and $ 47.7 million on the notes during the three and six months ended June 30, 2025, respectively, and $ 22.1 million and $ 43.6 million during the three and six months ended June 30, 2024, respectively, as a component of interest and other income in our consolidated statements of income.

As of June 30, 2025 and December 31, 2024 , there was an aggregate principal amount of $ 841.0 million and $ 810.2 million , respectively, outstanding on the notes, including paid-in-kind interest, and the notes are presented net of the allowance for credit losses o f $ 15.2 million wi thin notes receivable in our consolidated balance sheets.

Principal payments due within 12 months are included in prepaid expenses and other current assets in our consolidated balance sheets.

The estimated fair value of the notes receivable was $ 828.1 million an d $ 809.3 million as of March 31, 2025 and December 31, 2024, respectively .

The estimated fair value of the notes receivable was $ 842.8 million an d $ 809.3 million as of June 30, 2025 and December 31, 2024, respectively .

The estimated fair value of notes receivable was based on a discounted cash flow approach and is considered to be a Level 3 measurement of the fair value hierarchy.

Other noncurrent assets

During the three months ended March 31, 2025, we entered into an agreement in which we acquired software and related services, of which $ 37.5 million was financed utilizing a two-year vendor financing arrangement.

NOTE 13— ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in the accumulated balances for each component of other comprehensive income (loss) were as follows for the three months ended March 31, 2025 and 2024:

The changes in the accumulated balances for each component of other comprehensive income (loss) were as follows for the three and six months ended June 30, 2025 and 2024:

Foreign Currency Translation Gains (Losses) Net Unrealized Gains (Losses) on Hedging Activities Other Accumulated Other Comprehensive Loss

(in thousands)

Balance at December 31, 2024 $ ( 589,189 ) $ ( 21,418 ) $ ( 2,385 ) $ ( 612,992 )

Balance at March 31, 2025 $ ( 419,337 ) $ ( 27,924 ) $ ( 2,385 ) $ ( 449,646 )

Other comprehensive income (loss) 373,520 ( 27,759 ) ( 87 ) 345,674

Balance at June 30, 2025 $ ( 45,817 ) $ ( 55,683 ) $ ( 2,472 ) $ ( 103,972 )

Balance at March 31, 2024 $ ( 274,119 ) $ ( 20,793 ) $ ( 2,526 ) $ ( 297,438 )

Other comprehensive income (loss) ( 99,627 ) 4,778 — ( 94,849 )

Balance at June 30, 2024 $ ( 373,746 ) $ ( 16,015 ) $ ( 2,526 ) $ ( 392,287 )

Other comprehensive income (loss) attributable to noncontrolling interests, which relates only to foreign currency translation, was $ 67.6 million and $( 7.1 ) million for the three months ended June 30, 2025 and 2024, respectively.

Foreign Currency Translation Gains (Losses) Net Unrealized Gains (Losses) on Hedging Activities Other Accumulated Other Comprehensive Loss

(in thousands)

Balance at December 31, 2024 $ ( 589,189 ) $ ( 21,418 ) $ ( 2,385 ) $ ( 612,992 )

Other comprehensive income (loss) 543,372 ( 34,265 ) ( 87 ) 509,020

Balance at March 31, 2024 $ ( 274,119 ) $ ( 20,793 ) $ ( 2,526 ) $ ( 297,438 )

Other comprehensive income (loss) attributable to noncontrolling interests, which relates only to foreign currency translation, was $ 43.6 million and $( 23.1 ) million for the three months ended March 31, 2025 and 2024, respectively.

Balance at June 30, 2025 $ ( 45,817 ) $ ( 55,683 ) $ ( 2,472 ) $ ( 103,972 )

Balance at December 31, 2023 $ ( 215,540 ) $ ( 40,859 ) $ ( 2,526 ) $ ( 258,925 )

Other comprehensive income (loss) ( 158,206 ) 24,844 — ( 133,362 )

Balance at June 30, 2024 $ ( 373,746 ) $ ( 16,015 ) $ ( 2,526 ) $ ( 392,287 )

Other comprehensive income (loss) attributable to noncontrolling interests, which relates only to foreign currency translation, was $ 111.2 million and $( 30.2 ) million for the six months ended June 30, 2025 and 2024, respectively.

NOTE 14— SEGMENT INFORMATION

We operate in two reportable segments:

Merchant Solutions and Issuer Solutions.

Beginning in the second quarter of 2025, we report the results of our Issuer Solutions business as discontinued operations and therefore, no longer present Issuer Solutions as a reportable segment.

Segment information presented below is based on our Merchant Solutions reportable segment.

See "Note 2—Business Dispositions and Discontinued Operations" for further discussion regarding the divestiture of our Issuer Solutions business.

Our segment structure reflects the financial information and reports used by our chief operating decision maker to make decisions regarding the business, including resource allocations and performance assessments.

2 unchanged sentences

The CODM uses segment operating income in the annual budget and forecasting process, and considers budget-to-actual and forecast-to-actual variances on a monthly, quarterly and annual basis.

The operating income of each operating segment includes the revenues of the segment less expenses that are directly related to those revenues.

The operating income of our operating segment includes the revenues of the segment less expenses that are directly related to those revenues.

Operating overhead, shared costs and share-based compensation costs are included in Corporate.

1 unchanged sentence

Interest and other income, interest and other expense, income tax expense and equity in income of equity method investments are not allocated to the individual segments.

The CODM does not evaluate the performance of or allocate resources to our operating segments using asset data.

The accounting policies of the reportable operating segments are the same as those described in our Annual Report on Form 10-K for the year ended December 31, 2024 and our summary of significant accounting policies in "Note 1—Basis of Presentation and Summary of Significant Accounting Policies."

Information on segments, including significant segment expenses, and reconciliations to consolidated revenues, consolidated operating income and consolidated depreciation and amortization were as follows for the three months ended March 31, 2025 and 2024:

Three Months Ended

March 31, 2025 March 31, 2024

The CODM does not evaluate the performance of or allocate resources to our operating segment using asset data.

The accounting policies of the reportable operating segment are the same as those described in our Annual Report on Form 10-K for the year ended December 31, 2024 and our summary of significant accounting policies in "Note 1—Basis of Presentation and Summary of Significant Accounting Policies."

Information on our Merchant Solutions segment, including significant segment expenses, and reconciliations to consolidated revenues, consolidated operating income and consolidated depreciation and amortization were as follows for the three and six months ended June 30, 2025 and 2024:

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

(in thousands)

Revenues (1) :

Merchant Solutions $ 1,808,687 $ 1,834,094

Issuer Solutions 620,730 602,735

Intersegment eliminations ( 17,319 ) ( 16,642 )

Consolidated revenues $ 2,412,098 $ 2,420,187

$ 1,956,747 $ 1,971,025 $ 3,765,434 $ 3,805,119

Operating expenses (1) :

3 unchanged sentences

Total Merchant Solutions expenses 1,239,816 1,298,500 2,434,401 2,552,157

Issuer Solutions:

Cost of service 444,808 434,201

Selling, general and administrative 66,604 62,437

Total Issuer Solutions expenses 511,412 496,638

Corporate 289,992 197,137 527,991 417,983

Intersegment eliminations ( 17,319 ) ( 16,642 )

Operating income (loss) (1) :

Merchant Solutions $ 716,931 $ 672,525 $ 1,331,033 $ 1,252,962

Issuer Solutions 109,318 106,097

Corporate ( 289,992 ) ( 197,137 ) ( 527,991 ) ( 417,983 )

3 unchanged sentences

Merchant Solutions $ 287,403 $ 299,218 $ 568,170 $ 591,551

Issuer Solutions 162,749 163,974

Corporate 9,053 5,784 16,737 10,416

Consolidated depreciation and amortization $ 296,456 $ 305,002 $ 584,907 $ 601,967

(1) Revenues, operating expenses, operating income and depreciation and amortization reflect the effects of disposed businesses through the respective disposal dates.

See “Note 2—Business Dispositions” for further discussion.

Operating income and operating expenses included acquisition and integration expens es of $ 28.4 million an d $ 78.9 million for the three months ended March 31, 2025 and 2024, respectively, which were primarily included within Corporate selling, general and administrative expenses.

During the three months ended March 31, 2025, Corporate operating expenses also reflected costs of $ 66.3 million associated with our business transformation initiative, which are presented within selling, general and administrative expenses in our consolidated statements of income.

(1) Revenues, operating expenses, operating income and depreciation and amortization reflect the effects of our disposed AdvancedMD business through its disposal date.

See “Note 2—Business Dispositions and Discontinued Operations” for further discussion.

Operating income and operating expenses included acquisition and transformation expenses of $ 133.7 million and $ 53.6 million for the three months ended June 30, 2025 and 2024, respectively, which were primarily included within Corporate selling, general and administrative expenses.

During the six months ended June 30, 2025 and 2024, operating income included acquisition and transformation expenses of $ 228.3 million and $ 131.4 million, respectively, which were primarily included within Corporate selling, general and administrative expenses.

NOTE 15— COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

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-Q

Item 1. Financial Statements