What changed in this filing

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Item 1. Financial Statements

2025-11-04 compared with 2025-08-06 · 219 added, 192 removed, 636 unchanged (39% of the section changed)

4 unchanged sentences

Three Months Ended

June 30, 2025 June 30, 2024

September 30, 2025 September 30, 2024

Revenues $ 2,007,637 $ 1,997,660

29 unchanged sentences

(in thousands, except per share data)

Six Months Ended

June 30, 2025 June 30, 2024

Nine Months Ended

September 30, 2025 September 30, 2024

Revenues $ 5,773,071 $ 5,802,780

2 unchanged sentences

Selling, general and administrative 2,991,571 3,016,975

Gain on business dispositions ( 4,260 ) —

Gains on business dispositions ( 348,151 ) —

4,187,755 4,525,054

25 unchanged sentences

Three Months Ended

June 30, 2025 June 30, 2024

September 30, 2025 September 30, 2024

Net income $ 660,595 $ 333,533

2 unchanged sentences

Income tax benefit (expense) related to foreign currency translation adjustments 1,184 ( 4,572 )

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

Net unrealized losses on hedging activities ( 5,220 ) ( 31,811 )

Reclassification of net unrealized losses (gains) on hedging activities to interest expense 880 ( 2,786 )

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

Other, net of tax ( 87 ) —

Income tax benefit related to hedging activities 1,048 8,388

Other comprehensive income (loss) ( 44,953 ) 157,594

2 unchanged sentences

Comprehensive income attributable to Global Payments $ 596,468 $ 438,074

Six Months Ended

June 30, 2025 June 30, 2024

Nine Months Ended

September 30, 2025 September 30, 2024

Net income $ 1,219,465 $ 1,045,870

1 unchanged sentence

Foreign currency translation adjustments 617,625 ( 3,590 )

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

Income tax expense related to foreign currency translation adjustments ( 4,682 ) ( 985 )

Net unrealized gains (losses) on hedging activities ( 52,139 ) 6,234

Reclassification of net unrealized losses (gains) on hedging activities to interest expense 2,573 ( 8,067 )

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

Income tax benefit related to hedging activities 12,009 468

Other, net of tax ( 87 ) —

1 unchanged sentence

Comprehensive income 1,794,764 1,039,930

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

Comprehensive income attributable to noncontrolling interests ( 141,902 ) ( 47,151 )

Comprehensive income attributable to Global Payments $ 1,652,862 $ 992,779

3 unchanged sentences

(in thousands, except share data)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets:

3 unchanged sentences

Prepaid expenses and other current assets 411,895 350,274

Assets held for sale 905,442 —

Current assets of discontinued operations 1,184,860 942,828

14 unchanged sentences

Settlement processing obligations 2,266,673 1,518,541

Liabilities held for sale 291,914 —

Current liabilities of discontinued operations 837,144 595,857

10 unchanged sentences

Common stock, no par value;

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

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

236,613,976 shares issued and outstanding at September 30, 2025 and 248,708,899 shares issued and outstanding at December 31, 2024

Paid-in capital 17,032,946 18,118,942

9 unchanged sentences

(in thousands)

Six Months Ended

June 30, 2025 June 30, 2024

Nine Months Ended

September 30, 2025 September 30, 2024

Cash flows from operating activities:

10 unchanged sentences

Equity in income of equity method investments, net of tax ( 55,055 ) ( 50,644 )

Technology asset charge — 55,808

Distributions received on investments 7,512 —

Impairment of goodwill 33,225 —

Gain on business disposition ( 4,260 ) —

Gains on business dispositions ( 348,151 ) —

Other, net 25,357 22,869

8 unchanged sentences

Principal payment received on notes receivable 13,125 —

Proceeds from business disposition, net of funds held for customers 709,653 —

Proceeds from sales of investments 8,258 18,076

Other, net — 6

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

Net cash provided by (used in) investing activities 79,627 ( 846,621 )

Cash flows from financing activities:

1 unchanged sentence

Changes in settlement processing assets and obligations, net 139,819 789,702

Net borrowings from settlement lines of credit 87,551 55,351

Net borrowings (repayments) from commercial paper notes 797,732 ( 936,539 )

Net borrowings from (repayments of) settlement lines of credit 439,363 ( 184,454 )

Net repayments of commercial paper notes — ( 1,367,859 )

Proceeds from long-term debt 4,899,113 7,637,904

5 unchanged sentences

Distributions to noncontrolling interests ( 49,179 ) ( 29,356 )

Proceeds and contributions from noncontrolling interests — 2,116

Contributions from noncontrolling interests 1,145 2,116

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

15 unchanged sentences

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

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

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

Net income 635,209 635,209 15,903 651,112 9,483

Other comprehensive loss ( 38,741 ) ( 38,741 ) ( 4,993 ) ( 43,734 ) ( 1,219 )

Stock issued under share-based compensation plans 64 7,478 7,478 7,478

3 unchanged sentences

Distributions to noncontrolling interests — — — ( 19,084 ) ( 19,084 )

Contributions from noncontrolling interests 1,145

Cash dividends declared ($ 0.25 per common share)

( 57,963 ) ( 57,963 ) ( 57,963 )

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

Balance at September 30, 2025 236,614 $ 17,032,946 $ 5,777,855 $ ( 142,713 ) $ 22,668,088 $ 648,509 $ 23,316,597 $ 181,240

Shareholders' Equity

4 unchanged sentences

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

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

Net income 315,125 315,125 14,753 329,878 3,655

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

Other comprehensive income 122,949 122,949 29,070 152,019 5,575

Stock issued under share-based compensation plans 141 8,394 8,394 8,394

1 unchanged sentence

Share-based compensation expense 50,999 50,999 50,999

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

Excise tax on net share repurchases ( 16 ) ( 16 ) ( 16 )

Distributions to noncontrolling interests — ( 18,475 ) ( 18,475 )

Contributions from noncontrolling interests — — 2,027

Cash dividends declared ($ 0.25 per common share)

( 63,436 ) ( 63,436 ) ( 63,436 )

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

Balance at September 30, 2024 254,402 $ 18,810,835 $ 4,269,896 $ ( 269,338 ) $ 22,811,393 $ 651,586 $ 23,462,979 $ 156,630

See Notes to Unaudited Consolidated Financial Statements.

15 unchanged sentences

Distributions to noncontrolling interests — ( 49,179 ) ( 49,179 )

Contributions from noncontrolling interests — — — 1,145

Cash dividends declared ($ 0.75 per common share)

( 179,464 ) ( 179,464 ) ( 179,464 )

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

Balance at September 30, 2025 236,614 $ 17,032,946 $ 5,777,855 $ ( 142,713 ) $ 22,668,088 $ 648,509 $ 23,316,597 $ 181,240

Shareholders' Equity

6 unchanged sentences

Net income 1,003,192 1,003,192 35,189 1,038,381 7,489

Other comprehensive loss ( 133,362 ) ( 133,362 ) ( 22,618 ) ( 155,980 ) ( 7,554 )

Other comprehensive income (loss) ( 10,413 ) ( 10,413 ) 6,452 ( 3,961 ) ( 1,979 )

Stock issued under share-based compensation plans 1,418 33,531 33,531 33,531

9 unchanged sentences

( 190,478 ) ( 190,478 ) ( 190,478 )

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

Balance at September 30, 2024 254,402 $ 18,810,835 $ 4,269,896 $ ( 269,338 ) $ 22,811,393 $ 651,586 $ 23,462,979 $ 156,630

See Notes to Unaudited Consolidated Financial Statements.

8 unchanged sentences

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.

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.

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 quarter 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.

We will provide certain transition services to FIS to support the Issuer Solutions business and receive certain transition services from FIS to support Worldpay upon consummation of the transactions.

Accordingly, 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.

Unless otherwise indicated, 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.

15 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 $ 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.

The change in presentation resulted in a decrease in net cash provided by operating activities and a decrease in net cash used in financing activities of $ 705.1 million for the nine months ended September 30, 2024.

Recently issued accounting pronouncements not yet adopted

Accounting Standards Update ("ASU") 2024-03 - In November 2024, the Financing Accounting Standards Board ("FASB") issued ASU 2024-03, " Disaggregation of Income Statement Expenses," which requires disclosure in the notes to financial statements of specified information about certain costs and expenses.

Accounting Standards Update ("ASU") 2025-06 - In September 2025, the Financial Accounting Standards Board ("FASB") issued ASU 2025-06, "Targeted Improvements to the Accounting for Internal-Use Software," which simplifies the capitalization guidance by removing all references to software development project stages, so that the guidance is neutral to different software development methods.

The amendments in this update are effective for annual periods beginning after December 15, 2027.

Early adoption is permitted.

The amendments should be applied either retrospectively, prospectively to software costs incurred after the adoption date or on a modified prospective basis.

We are evaluating the potential effects of ASU 2025-06 on our consolidated financial statements and related disclosures.

ASU 2024-03 - In November 2024, the FASB issued ASU 2024-03, " Disaggregation of Income Statement Expenses," which requires disclosure in the notes to financial statements of specified information about certain costs and expenses.

The amendments in this update are effective for fiscal years beginning after December 15, 2026.

3 unchanged sentences

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

Improvement to Income Tax Disclosures," which is intended to enhance the transparency and decision usefulness of income tax information through improvements to income tax disclosures, primarily related to the rate reconciliation and income taxes paid information.

The amendments in this update are effective for annual periods beginning with our year ending December 31, 2025.

The amendments should be applied on a prospective basis with the option to apply the standard retrospectively.

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 and six months ended June 30, 2025.

The amendments in this update are effective for annual periods beginning with our fiscal year ending December 31, 2025.

We expect to apply this amendment on a retrospective basis in our Annual Report on Form 10-K for the year ended December 31, 2025.

The adoption will result in expanded disclosures of the components of the reconciliation between income tax expense and statutory expectations as well as expanded disclosures of income taxes paid.

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

NOTE 2— BUSINESS DISPOSITIONS AND DISCONTINUED OPERATIONS

1 unchanged sentence

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

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

(in thousands)

Revenues $ 659,828 $ 621,130 $ 1,920,442 $ 1,837,373

5 unchanged sentences

Operating income 250,992 32,835 561,692 222,731

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 )

Interest and other expense, net ( 4,850 ) ( 5,789 ) ( 17,846 ) ( 22,503 )

Income from discontinued operations before income taxes and equity in income of equity method investments 246,142 27,046 543,846 200,228

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

Income tax expense (benefit) 58,704 ( 2,495 ) 253,033 23,339

Income from discontinued operations before equity in income of equity method investments 187,438 29,541 290,813 176,889

Equity in income of equity method investments 51 58 89 91

Equity in income (loss) of equity method investments ( 118 ) 114 ( 29 ) 205

Income from discontinued operations, net of tax 187,320 29,655 290,784 177,094

3 unchanged sentences

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

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

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

September 30, 2025 December 31, 2024

(in thousands)

Cash and cash equivalents $ 182,228 $ 181,982

12 unchanged sentences

Noncurrent liabilities of discontinued operations 462,437 444,464

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.

Cash flows related to discontinued operations are included in our consolidated statements of cash flows for the nine months ended September 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

Nine Months Ended

September 30, 2025 September 30, 2024

(in thousands)

Depreciation and amortization of property and equipment $ 34,448 $ 92,039

2 unchanged sentences

Capital expenditures 189,338 126,510

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.

During the nine months ended September 30, 2025, Issuer Solutions entered into agreements to acquire hardware, software and related services, of which $ 84.7 million was financed utilizing a two-year vendor financing arrangement.

In addition, during the nine months ended September 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.

During the three and nine months ended September 30, 2024, Issuer Solutions entered into agreements to acquire hardware, of which $ 10.1 million was financed under a four-year vendor financing arrangement.

As a result of decisions made in the third quarter of 2024 regarding the future state of our technology architecture model, we wrote off capitalized software assets of $ 27.3 million and capitalized cloud implementation cost assets of $ 28.5 million that will no longer be utilized under a revised development strategy.

These charges for the three and nine months ended September 30, 2024 are presented within selling, general and administrative expenses in the table above.

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.

In September 2025, we completed the sale of Heartland Payroll Solutions, Inc.

("Payroll Solutions"), our payroll business included in our Merchant Solutions segment prior to disposition, to Acrisure, LLC ("Acrisure") for approximately $ 1.1 billion, subject to certain closing adjustments, including up to $ 75 million of contingent consideration upon the buyer's achieving a specified revenue target.

In connection with the transaction, we entered into a mutual referral agreement and long-term commercial partnership with Acrisure.

We recognized a gain on the sale of $ 343.9 million during the three and nine months ended September 30, 2025.

AdvancedMD, Inc.

2 unchanged sentences

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 $ 4.3 million during the six months ended June 30, 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 nine months ended September 30, 2025.

NOTE 3— REVENUES

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

The following table presents a disaggregation of our Merchant Solutions revenues from contracts with customers by geography for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

(in thousands)

3 unchanged sentences

$ 2,007,637 $ 1,997,660 $ 5,773,071 $ 5,802,780

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:

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

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

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

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

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

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 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

The following table presents a disaggregation of our Merchant Solutions revenues by service line for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

(in thousands)

3 unchanged sentences

$ 2,007,637 $ 1,997,660 $ 5,773,071 $ 5,802,780

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 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

ASC Topic 606, Revenue 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 and nine months ended September 30, 2025 and 2024, substantially all of our revenues were recognized over time.

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

Balance Sheet Location September 30, 2025 December 31, 2024

(in thousands)

5 unchanged sentences

Contract liabilities, net (noncurrent) Other noncurrent liabilities 19,271 20,414

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.

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

Revenue recognized for the three months ended September 30, 2025 and 2024 from contract liability balances at the beginning of each period was $ 71.4 million and $ 67.8 million, respectively.

Revenue recognized for the nine months ended September 30, 2025 and 2024 from contract liability balances at the beginning of each period was $ 175.8 million and $ 153.6 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 June 30, 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 September 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 June 30, 2025 and December 31, 2024, goodwill and other intangible assets consisted of the following:

June 30, 2025 December 31, 2024

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

September 30, 2025 December 31, 2024

(in thousands)

13 unchanged sentences

$ 4,286,117 $ 4,527,382

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

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

Merchant Solutions

4 unchanged sentences

Measurement period adjustments 3,470

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.

Goodwill derecognized in connection with the sale of the Payroll Solutions business ( 479,577 )

Balance at September 30, 2025 $ 16,725,085

NOTE 5— LONG-TERM DEBT AND LINES OF CREDIT

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

June 30, 2025 December 31, 2024

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

September 30, 2025 December 31, 2024

(in thousands)

32 unchanged sentences

Revolving credit facility 1,500,000 1,500,000

Commercial paper notes 798,139 —

Finance lease liabilities 19,569 10,921

4 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 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 September 30, 2025, the unamortized discount on senior notes and convertible notes was $ 33.2 million, and unamortized debt issuance costs on senior notes and convertible notes were $ 80.5 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 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):

At September 30, 2025 and December 31, 2024, unamortized debt issuance costs on the unsecured revolving credit facility were $ 21.9 million and $ 13.4 million, respectively.

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

Year Ending December 31,

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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 six months ended June 30, 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 nine months ended September 30, 2024, net of applicable income taxes.

1.000 % Convertible Notes due August 15, 2029

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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;

We capitalized debt issuance costs of $ 12.9 million during the nine months ended September 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.

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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.

As of September 30, 2025, there were borrowings of $ 1.5 billion outstanding under the Revolving Credit Facility with an interest rate of 5.5 %, and the total available commitments under the Revolving Credit Facility were $ 4.1 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;

We capitalized debt issuance costs of $ 28.5 million during the nine months ended September 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.

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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 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 %.

As of September 30, 2025 and December 31, 2024, we had no borrowings under our commercial paper program.

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.

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Fair Value of Long-Term Debt

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 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.

As of September 30, 2025, our senior notes had an aggregate carrying amount of $ 10.2 billion and an estimated fair value of $ 9.9 billion.

As of September 30, 2025, our 1.500 % convertible notes due March 1, 2031 had a 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 September 30, 2025, our 1.000 % convertible notes due August 15, 2029 had a 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 June 30, 2025.

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

Compliance with Covenants

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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.

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

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

Interest Expense

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.

Interest expense was $ 141.7 million and $ 146.8 million for the three months ended September 30, 2025 and 2024, respectively, and $ 437.3 million and $ 455.5 million for the nine months ended September 30, 2025 and 2024, respectively.

NOTE 6— DERIVATIVES AND HEDGING INSTRUMENTS

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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 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.

We recognized a gain (loss) on the net investment hedge of $ 4.4 million and $( 34.0 ) million within foreign currency translation adjustments in other comprehensive income (loss) in our consolidated statements of comprehensive income during the three months ended September 30, 2025 and 2024, respectively, and $( 86.3 ) million and $( 34.9 ) million during the nine months ended September 30, 2025 and 2024, respectively.

Interest Rate Swaps

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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

September 30, 2025 Range of Maturity Dates at

September 30, 2025 September 30, 2025 December 31, 2024

(in thousands)

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

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

Other noncurrent liabilities 4.26 % April 17, 2027 - August 17, 2027 $ 19,842 $ 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 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

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 nine months ended September 30, 2025 and 2024:

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

(in thousands)

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Net unrealized gains (losses) reclassified out of other comprehensive income (loss) to interest expense $ ( 880 ) $ 2,786 $ ( 2,573 ) $ 8,067

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.

As of September 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 $ 14.1 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.

In the second quarter of 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).

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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

September 30, 2025 Maturity Date September 30, 2025

(in thousands)

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

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

Other noncurrent liabilities 4.53 % March 31, 2026 $ 40,785

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

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2025

(in thousands)

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NOTE 7— INCOME TAX

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.

For the three months ended September 30, 2025, our effective income tax rate of 30.4 % differed from the U.S.

statutory rate due to the unfavorable tax effect of the gain on disposition of our Payroll Solutions business, partially offset by tax benefits from tax credits and foreign interest income not subject to tax.

The gain on the disposition of our Payroll Solutions business for tax reporting purposes will be higher than the gain for financial reporting purposes due to the derecognition of goodwill that is not deductible for tax reporting purposes.

For the nine months ended September 30, 2025, our effective income tax rate of 29.3 % 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 and the unfavorable tax effect of the gain on sale of our Payroll Solutions business.

The increase to our effective tax rate caused by our restructuring and disposition activities was partially offset by favorable effects from tax credits and foreign interest income not subject to tax.

For the three and nine months ended September 30, 2024, our effective income tax rates of 17.2 % and 13.8 %, 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.

Our effective income tax rate for the nine months ended September 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

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

As of September 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.

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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.

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.

Redemption price increases (decreases) recognized in net income attributable to noncontrolling interests in our consolidated statements of income were $ 9.0 million and $ 0.1 million

for the three months ended September 30, 2025 and 2024, respectively, and $( 2.3 ) million and $ 4.6 million for the nine months ended September 30, 2025 and 2024, respectively.

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

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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 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.

During the three months ended September 30, 2025, we repurchased and retired 5,909,656 shares of our common stock, at a cost, including commissions and applicable excise taxes, of $ 504.9 million, or $ 85.44 per share.

During the nine months ended September 30, 2025 and 2024, we repurchased and retired 13,171,490 and 6,972,979 shares of our common stock, respectively, at a cost, including commissions and applicable excise taxes, of $ 1,185.3 million and $ 909.3 million, or $ 89.99 and $ 130.40 per share, respectively.

The share repurchase activity for the three and nine months ended September 30, 2025 included the repurchase of 5,909,656 shares at an average price of $ 84.61 per share under an ASR agreement we entered into on August 6, 2025 with a financial institution to repurchase an aggregate of $ 500.0 million of our common stock during the ASR program purchase period.

This ASR program was completed on September 26, 2025.

The share repurchase activity for the nine months ended September 30, 2025 also 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 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 share repurchase activity for the nine months ended September 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 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.

As of September 30, 2025, the remaining amount available under our share repurchase program was $ 676.5 million.

On October 29, 2025, our board of directors declared a dividend of $ 0.25 per share payable on December 26, 2025 to common shareholders of record as of December 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 Six Months Ended

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

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

(in thousands)

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Share-Based Awards

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

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

Shares Weighted-Average

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Forfeited ( 213 ) 112.30

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.

Unvested at September 30, 2025 2,513 $ 112.21

The total fair value of restricted stock and performance awards vested during the nine months ended September 30, 2025 and 2024 was $ 141.1 million and $ 162.8 million, respectively.

For restricted stock and performance awards, we recognized compensation expens e of $ 32.4 million and $ 47.7 million during the three months ended September 30, 2025 and 2024, respectively, and $ 105.1 million and $ 123.9 million during the nine months ended September 30, 2025 and 2024 , respectively.

As of September 30, 2025, there was $ 164.8 million of unrecognized compensation expense related to unvested restricted stock and performance awards that we expect to recognize over a weighted-average period of 1.8 years.

Stock Options

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

The following table summarizes stock option activity for the nine months ended September 30, 2025:

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

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Exercised ( 49 ) 61.70

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.

Outstanding at September 30, 2025 942 $ 112.86 6.0 $ 1.5

Options vested and exercisable at September 30, 2025 588 $ 114.90 4.2 $ 1.4

We recognized compensation expense for stock options of $ 2.0 million during both the three months ended September 30, 2025 and 2024 and $ 6.4 million and $ 6.2 million during the nine months ended September 30, 2025 and 2024, respectively.

The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2025 and 2024 was $ 1.3 million and $ 14.7 million, respectively.

As of September 30, 2025, we had $ 10.4 million o f unrecognized compensation expense related to unvested stock options that we expect to recognize over a weighted-average period of 1.7 years.

The weighted-average grant-date fair value of stock options granted during the nine months ended September 30, 2025 and 2024 was $ 43.20 and $ 53.28 , respectively.

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

Six Months Ended

June 30, 2025 June 30, 2024

Nine Months Ended

September 30, 2025 September 30, 2024

Risk-free interest rate 4.01 % 4.13 %

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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 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 dilutive share base for the three and nine months ended September 30, 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 and nine months ended September 30, 2024 excluded approximately 0.5 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 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.

For the three and nine months ended September 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 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

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

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

(in thousands, except per share data)

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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 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.

As of September 30, 2025, approximately 75 % of our cash and cash equivalents (inclusive of discontinued operations) 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 and six months ended June 30, 2025 and 2024.

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

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

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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:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in thousands)

Cash and cash equivalents of continuing operations $ 2,603,047 $ 2,356,434

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

Restricted cash of continuing operations 6,959 6,197

Cash included in assets held for sale 255,339 —

Cash, cash equivalents and restricted cash of discontinued operations 426,625 373,344

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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 $ 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.

We recognized interest income of $ 24.7 million and $ 72.4 million on the notes during the three and nine months ended September 30, 2025, respectively, and $ 22.8 million and $ 66.4 million during the three and nine months ended September 30, 2024, respectively, as a component of interest and other income in our consolidated statements of income.

As of September 30, 2025 and December 31, 2024 , there was an aggregate principal amount of $ 840.2 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 $ 842.8 million an d $ 809.3 million as of June 30, 2025 and December 31, 2024, respectively .

The estimated fair value of the notes receivable was $ 852.8 million an d $ 809.3 million as of September 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.

Visa preferred shares

Through certain of our subsidiaries in Europe, we were a member and shareholder of Visa Europe Limited ("Visa Europe").

In June 2016, Visa Inc.

("Visa") acquired all of the membership interests in Visa Europe, and we received consideration in the form of cash and Series B and C convertible preferred shares of Visa.

We assigned the preferred shares received a value of zero based on transfer restrictions, Visa's ability to adjust the conversion rate and the estimation uncertainty associated with those factors.

Based on the outcome of any current or potential litigation involving Visa Europe in the United Kingdom and elsewhere in Europe, the conversion rate of the preferred shares could be adjusted down such that the number of Visa common shares we receive could be as low as zero .

The Series B and C convertible preferred shares become convertible in stages based on developments in the litigation and become fully convertible no later than 2028 (subject to a holdback to cover any then pending claims).

In July 2024, in connection with the third mandatory release assessment, a portion of the Series B and C convertible preferred shares was converted by Visa.

We recognized a gain of $ 18.8 million reported in interest and other income in our consolidated statement of income for the three and nine months ended September 30, 2024 based on the fair value of the shares received.

The converted shares were subsequently sold in September and October 2024.

In August 2025, in connection with the fourth mandatory release assessment, a portion of the Series B and C convertible preferred shares was converted by Visa.

We recognized a gain of $ 8.9 million reported in interest and other income in our consolidated statement of income for the three and nine months ended September 30, 2025 based on the fair value of the shares received.

The converted shares were subsequently sold.

The remaining Series B and C convertible preferred shares continue to be carried at an assigned value of zero based on the aforementioned factors.

Accounts payable and accrued liabilities

In 2024, certain actions were taken to align our workforce to our new operating model.

During the three months ended September 30, 2024, we recognized charges for employee termination benefits of $ 56.4 million, which included $ 15.5 million of share-based compensation expense.

During the nine months ended September 30, 2024, we recognized charges for employee termination benefits of $ 94.1 million, which included $ 18.2 million of share-based compensation expense.

These charges are presented within selling, general and administrative expenses in our consolidated statements of income and included within Corporate expenses for segment reporting purposes.

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 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

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

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

(in thousands)

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 )

Other comprehensive loss ( 35,449 ) ( 3,292 ) — ( 38,741 )

Balance at September 30, 2025 $ ( 81,266 ) $ ( 58,975 ) $ ( 2,472 ) $ ( 142,713 )

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

Other comprehensive income (loss) 149,158 ( 26,209 ) — 122,949

Balance at September 30, 2024 $ ( 224,588 ) $ ( 42,224 ) $ ( 2,526 ) $ ( 269,338 )

Other comprehensive income (loss) attributable to noncontrolling interests, which relates only to foreign currency translation, was $( 6.2 ) million and $ 34.6 million for the three months ended September 30, 2025 and 2024, respectively.

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

(in thousands)

1 unchanged sentence

Other comprehensive income (loss) 507,923 ( 37,557 ) ( 87 ) 470,279

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

Balance at September 30, 2025 $ ( 81,266 ) $ ( 58,975 ) $ ( 2,472 ) $ ( 142,713 )

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

Other comprehensive income (loss) ( 9,048 ) ( 1,365 ) — ( 10,413 )

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.

Balance at September 30, 2024 $ ( 224,588 ) $ ( 42,224 ) $ ( 2,526 ) $ ( 269,338 )

Other comprehensive income attributable to noncontrolling interests, which relates only to foreign currency translation, was $ 105.0 million and $ 4.5 million for the nine months ended September 30, 2025 and 2024, respectively.

NOTE 14— SEGMENT INFORMATION

12 unchanged sentences

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

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

(in thousands)

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Consolidated depreciation and amortization $ 303,181 $ 310,413 $ 888,088 $ 912,380

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

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

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.

Operating income and operating expenses included acquisition and transformation expenses of $ 205.1 million and $ 104.9 million for the three months ended September 30, 2025 and 2024, respectively, which were primarily included within Corporate selling, general and administrative expenses.

During the nine months ended September 30, 2025 and 2024, operating income included acquisition and transformation expenses of $ 433.4 million an d $ 236.3 million , respectively, which were primarily included within Corporate selling, general and administrative expenses.

During the three and nine months ended September 30, 2024, Corporate expenses also included charges for employee termination benefits of $ 56.4 million and $ 94.1 million, respectively.

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