What changed in this filing

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Item 1. Business

2026-02-20 compared with 2025-02-14 · 95 added, 100 removed, 204 unchanged (49% of the section changed)

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

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

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

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

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Our common stock is traded on the New York Stock Exchange under the symbol "GPN."

Business Segments

We operate in two reportable segments:

Merchant Solutions and Issuer Solutions.

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

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

Business Transformation

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

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

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

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

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

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

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

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

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

We are harmonizing capabilities to deliver our full suite of differentiated software and commerce enablement solutions to clients globally.

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

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

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

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

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

In executing and delivering on our transformation initiatives, we have incurred and anticipate incurring incremental expenses related to this program through the first half of 2027, including but not limited to changes to the recoverability of assets and our estimates of remaining useful lives.

We also continue to assess our business portfolio to evaluate potential assets for disposition to further streamline our business and create value for shareholders.

Recent Business Acquisitions and Dispositions

Acquisition of EVO Payments, Inc.

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

(“EVO”) for approximately $4 billion.

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

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

Acquisition of Worldpay Holdco, LLC and Disposition of Issuer Solutions

In January 2026, we acquired 100% of Worldpay Holdco, LLC (“Worldpay”) from Fidelity National Information Services, Inc.

(“FIS”) and affiliates of GTCR LLC (“GTCR”) ("Worldpay Acquisition") and divested our Issuer Solutions business to FIS.

Worldpay is an industry-leading payments technology and solutions company.

Consideration paid to GTCR for its ownership interest in Worldpay consisted of (1) approximately $6.2 billion in cash and (2) 43.3 million shares of Global Payments common stock.

Consideration received for the divestiture of our Issuer Solutions business consisted of (1) approximately $7.7 billion in cash and (2) FIS’ ownership interest in Worldpay.

The acquisition of Worldpay and divestiture of our Issuer Solutions business occurred simultaneously.

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

We are providing certain transition services to support the Issuer Solutions business as it is integrated with FIS and are also receiving certain transition services from FIS in support of our integration of Worldpay.

Disposition of Heartland Payroll Solutions, Inc.

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, including up to $75 million of contingent consideration.

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

Disposition of AdvancedMD, Inc.

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

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

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

Disposition of Consumer Business

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

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

Disposition of Gaming Business

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

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

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

("AdvancedMD") for approximately $1.1 billion and up to $125 million of contingent consideration.

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

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

Business Segments

Beginning in the second quarter of 2025, the results of our Issuer Solutions business have been reported as discontinued operations and therefore, no longer presented as a reportable segment.

Segment information presented is based on our Merchant Solutions reportable segment prior to the acquisition of Worldpay.

See "Note 3—Business Dispositions and Discontinued Operations" in the notes to the accompanying consolidated financial statements for further discussion regarding the divestiture of our Issuer Solutions business and "Note 18—Segment Information" for additional information about our segments, including revenues, operating expenses, operating income and depreciation and amortization by segment, as well as financial information about geographic areas in which we operate.

In connection with the acquisition of Worldpay in 2026, we will be revising our organizational structure and related internal management reporting.

Therefore, beginning in the first quarter of 2026, our reportable segments will align with that revised structure.

Merchant Solutions Segment

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

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

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

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

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

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

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

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

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

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

In addition, we offer a wide array of business management software solutions, including specialty point-of-sale ("POS") software, that streamline business operations to customers in numerous vertical markets.

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

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

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

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

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Distribution Channels

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

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

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

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

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

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

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

Point-of-Sale and Software Solutions .

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

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

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

POS and Software Solutions .

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

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

POS and Software Solutions business offers a range of features that are being combined under our Global Payments brand identity across all of our assets.

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

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

Integrated and Embedded Solutions.

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

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

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

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

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

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

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

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

Issuer Solutions Segment

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

Issuer Solutions

Our Issuer Solutions business, which is presented as a discontinued operation, is a leading provider of comprehensive commerce solutions supporting the payment ecosystem for issuers.

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

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

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

We have undertaken a comprehensive modernization of the Issuer Solutions business, encompassing both technology and operations.

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

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

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

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

We completed the development and commercial launches of our modernized client-facing applications in 2025.

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

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

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

Issuer Solutions segment revenues also include software subscription, licensing fees, loyalty redemption services and professional services.

Most of these customer contracts have prescribed annual minimums, penalties for early termination, and service level agreements that may affect

contractual fees if specified service levels are not achieved.

Issuer Solutions revenues also include software subscription, licensing fees, loyalty redemption services and professional services.

Industry Overview

The industry continues to grow as a result of wider merchant acceptance and increased use of credit and debit cards, advances in payment solutions and processing technology and migration to ecommerce, omnichannel and contactless payment solutions.

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

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

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

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

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

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

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

• Enhancing our capabilities in cloud-based POS and software solutions in select vertical markets;

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

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

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

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

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

• Delivering innovative commerce enablement solutions globally to expand our position as a client-centric, product -led company, including investing in AI capabilities and strategic partnerships to position our platforms to support agent-driven commerce;

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

Competitive Strengths

We believe that our competitive strengths include the following:

• Technology Solutions - We provide innovative technology-based solutions, including enterprise software and other ecommerce enablement solutions, that enable our customers to operate their businesses more efficiently, increase sales and simplify the payments process, regardless of the channel through which the transaction occurs.

• Technology Solutions - We provide innovative payment technology solutions, as well as enterprise software and other commerce enablement solutions, that enable our customers to operate their businesses more efficiently, increase sales and simplify the payments process, regardless of the channel through which the transaction occurs.

We believe our robust technology solutions will continue to differentiate us in the marketplace and position us for continued growth.

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

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

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

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

We compete with a large variety of companies - financial institutions, financial technology companies, traditional payment providers, new market entrants, and others, both large and small.

The markets for the services we provide are highly fragmented and competitive.

Many of these providers compete with us across our segments, markets and geographies.

Many of these providers compete with us across our segment, markets and geographies.

Some of these competitors possess greater financial, sales and marketing resources than we do.

We expect each of our segments to become more competitive over time, as advances in technology enable new entrants, barriers to entry fall and existing providers expand their services, both operationally and geographically.

Our Merchant Solutions segment competes with financial institutions, merchant acquirers and other financial technology companies who provide businesses with merchant acquiring and related services.

We expect the payments technology industry to become more competitive over time, as advances in technology enable new entrants, barriers to entry fall and existing providers expand their services, both operationally and geographically.

Our Merchant Solutions segment competes with financial institutions, merchant acquirers and other financial technology companies that provide businesses with merchant acquiring, business management software and related services.

In the United States, we compete with a large number of providers, including but not limited to Fiserv, Inc.

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

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

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

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We compete outside the U.S.

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

with financial institutions in the markets in which we operate, as well as providers such as Worldline, Nexi, Adyen, Block and Stripe.

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

Our Issuer Solutions segment encounters competition from other third-party payment card processors, the card brands, core banking platform providers, independent software vendors, B2B providers, and various other firms that deliver services to payment card issuers in the markets we serve, as well as financial institutions who provide such services in-house.

Our competitors in this segment include, but are not limited to, Fiserv, FIS, Marqeta, Nexi, Worldline, i2c, Bill.com, AvidExchange, Billtrust, Adyen, Stripe and Zeta.

We expect the number of competitors in this segment to continue to expand.

Issuer Solutions, which is presented as a discontinued operation, encounters competition from other third-party payment card processors, the card brands, core banking platform providers, independent software vendors, B2B providers, and various other firms that deliver services to payment card issuers in the markets we serve, as well as financial institutions who provide such services in-house.

Our competitors in this business include, but are not limited to, Fiserv, FIS, Marqeta, Nexi, Worldline, i2c, Bill.com, AvidExchange, Billtrust, Adyen, Stripe and Zeta.

See the section titled “Risk Factors - Risks Related to Our Business Model and Operations” for further information on the competitive and continuously evolving markets we serve.

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Human Capital Management

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

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

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

Our overall workforce strategies are developed and managed by our Chief People, Culture and Change Officer, who reports to our CEO.

More broadly, the Board of Directors and the Compensation Committee of our Board of Directors ("Compensation Committee") provide oversight on certain culture and human capital management topics and succession plans for critical talent.

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

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

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Team Member Population

We currently do business around the world, with approximately 27,000 team members living and working in 37 countries.

As of December 31, 2025, we conducted business around the world, with approximately 26,000 team members living and working in 37 countries.

As of December 31, 2025, approximately 50% of our workforce resided in the Americas, 22% in Europe and 28% in Asia Pacific.

These team member statistics include Issuer Solutions, which is classified as a discontinued operation in our consolidated financial statements.

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

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

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

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

Consumer Protection

The Dodd-Frank Act also created the Consumer Financial Protection Bureau ("CFPB"), which has responsibility for enforcing federal consumer protection laws, and the Financial Stability Oversight Council, which has the authority to determine whether any nonbank financial company, such as us, should be supervised by the Board of Governors of the Federal Reserve System (the "Federal Reserve") on the ground that it is "systemically important" to the U.S.

The Federal Trade Commission (“FTC”) regulates non-bank businesses and, among other things, protects consumers against unfair and deceptive practices.

We provide payment processing services to businesses, but because our services enable consumer commerce and consumer spending, the FTC may regulate our business and services.

The FTC may determine that our business engages in unfair or deceptive practices which harm consumers, that we have enabled merchant fraud by failing to establish sufficient fraud monitoring and fraud prevention policies, or that we deploy deceptive marketing strategies which fail to accurately describe our services, fees, pricing, or the allocation of risks to our customers and to consumers.

The FTC could bring an action against our business, which could result in monetary sanctions, mandates to terminate certain services, enhanced monitoring and compliance requirements, and reputational damage.

The Consumer Financial Protection Bureau ("CFPB"), which has responsibility for enforcing federal consumer protection laws, and the Financial Stability Oversight Council, which has the authority to determine whether any nonbank financial company, such as us, should be supervised by the Board of Governors of the Federal Reserve System (the "Federal Reserve") on the ground that it is "systemically important" to the U.S.

financial system.

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

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

Furthermore, certain of our businesses are regulated as money transmitters or otherwise require licensing in one or more states or jurisdictions, subjecting us to various licensing, supervisory and other requirements.

Financial Institution Regulations

Because we provide digital payment processing services to banks and other financial institutions, we are subject to examination by the Federal Financial Institutions Examination Council (the "FFIEC"), an interagency body comprised primarily of federal banking regulators, and we are also subject to supervision or examination, as may be applicable, by various state and international financial regulatory agencies that supervise and regulate the financial institutions for which we provide digital payment processing and other payment related services.

The FFIEC examines large data processors in order to identify and mitigate risks associated with systemically significant service providers, including specifically the risks they may pose to the banking industry.

Certain of our subsidiaries hold payment institution ("PI") licenses.

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

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

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

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

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

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

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

As a PI license holder, the relevant subsidiary is subject to regulation and oversight in the applicable jurisdiction, which may include, among other obligations, a requirement to maintain specific regulatory capital and adhere to certain rules regarding the conduct and operation of its business.

The revised Payment Services Directive and the requirements under the Digital Operational Resilience Act ("DORA") and reporting obligations in respect of the Central Electronic System of Payment Information came into effect in January 2025 and introduced a broad set of requirements applicable to financial institutions, including our European PIs, concerning the security of network and information systems supporting their business processes, in particular in relation to the management of information communication and technology ("ICT") risks.

There is also regulatory supervision of ICT service providers designated as “critical” by the European Supervisory Authorities.

Because the Issuer Solutions business provides digital payment processing services to banks and other financial institutions, we may be subject to examination by the Federal Financial Institutions Examination Council (the "FFIEC"), an interagency body comprised primarily of federal banking regulators, and is also subject to supervision or examination, as may be applicable, by various state and international financial regulatory agencies that supervise and regulate the financial institutions to whom we provide digital payment processing and other payment related services.

Privacy, Information Security and Other Business Practices Regulation

Aspects of our business are subject, directly or indirectly, to privacy and data protection regulations in the United States, the United Kingdom, the European Union ("EU") and elsewhere.

In most of the countries in which we operate, these laws impose requirements on the manner in which personal information can be collected, processed, stored and shared.

In most of the countries in which we operate, these laws impose requirements on the manner in which personal information can be collected, processed, stored, transferred and shared.

They also impose requirements, which vary materially by jurisdiction, in the event of a personal data breach.

Compliance with the data protection regulations applicable to us or our customers requires increasing resources devoted to monitoring changes and developing solutions for our affected businesses.

Compliance with the data protection regulations applicable to us, our partners and our customers requires increasing resources devoted to monitoring changes and developing solutions for our affected businesses.

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

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

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

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

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

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

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

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

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

In addition, emerging technologies including

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

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

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

State Wage Payment Laws and Regulations

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

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

Most states permit the use of payroll cards as a method of paying wages to employees, either through statutory provisions allowing such use or, in the absence of specific statutory guidance, the adoption by state labor departments of formal or informal policies allowing for their use.

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

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

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

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

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

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Certain governments around the world are adopting laws and regulations pertaining to sustainability performance, transparency and reporting.

Regulators in Europe and the U.S.

Certain regulators in Europe and the U.S.

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

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

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

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

however, in April 2024, the SEC stayed the rules pending judicial review and halted its defense of the rules in 2025.

In October 2023, California enacted the Climate-Related Financial Risk Act (SB 261) and the Climate Corporate Data Accountability Act (SB 253).

In January 2026, the Ninth Circuit Court of Appeals enjoined SB 261 for the time that appeals remain pending before the Ninth Circuit.

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

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

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

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

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

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business