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Item 7. Management’s Discussion and Analysis

2026-02-20 compared with 2025-02-14 · 153 added, 188 removed, 370 unchanged (48% of the section changed)

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See "Cautionary Notice Regarding Forward-Looking Statements" located above in "Item 1 - Business" of this Annual Report on Form 10-K.

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.

Our consolidated financial statements include the results of our former Consumer Solutions segment for periods prior to disposition.

See "Note 18—Segment Information" in the notes to the accompanying consolidated financial statements for additional information about our segments.

Discussion of our results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022 that have been omitted under this item can be found in "Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the United States Securities and Exchange Commission on February 14, 2024.

On January 9, 2026, we acquired 100% of Worldpay Holdco, LLC (“Worldpay”) from Fidelity National Information Services, Inc.

(“FIS”) and affiliates of GTCR LLC (“GTCR”) 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 as described above.

In April 2025, we obtained bridge financing that was terminated in November 2025 when we issued $6.2 billion in senior unsecured notes as described in "Note 9—Long-Term Debt and Lines of Credit" in the accompanying consolidated financial statements.

Our Issuer Solutions business met the criteria to be classified as a discontinued operation, and we present the historical operations of our former Issuer Solutions reportable segment as discontinued operations for all periods presented accordingly.

Our continuing operations consists of our Merchant Solutions business and corporate functions.

See "Note 1—Basis of Presentation and Summary of Significant Accounting Policies" and “Note 3—Business Dispositions and Discontinued Operations” in the notes to the accompanying consolidated financial statements for further information.

Discussion of our results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 that has been omitted under this item and can be found in "Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" in "Exhibit 99.1" to our Current Report on Form 8-K filed on November 4, 2025.

Executive Overview

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

We have grown organically, as well as through acquisitions, and continue to invest in new technology solutions, infrastructure to support our growing business and the ongoing consolidation and enhancement of our operating platforms.

These investments include new product development and innovation to further enhance and differentiate our suite of technology and solutions available to customers, along with migration of certain underlying technology platforms to cloud environments to enhance performance, improve speed to market and drive cost efficiencies.

We have grown organically, as well as through acquisitions, and continue to invest in new technology solutions and infrastructure to support our growing business and the ongoing consolidation and enhancement of our operating platforms.

These investments include new product development and innovation to further enhance and differentiate our suite of technology and software solutions available to customers, along with migration of certain underlying technology platforms to cloud environments to enhance performance, improve speed to market and drive cost efficiencies.

We also continue to execute on integration and business transformation activities, such as combining business operations, streamlining technology infrastructure, eliminating duplicative corporate and operational support structures and realizing scale efficiencies.

We have furthered our business strategy through the following key transactions during 2024:

• We completed the sale of AdvancedMD, Inc.

("AdvancedMD") in December 2024 for approximately $1 billion, subject to certain closing adjustments, and up to $125 million contingent upon the purchaser achieving certain specified returns.

AdvancedMD is a provider of software-as-a-service solutions to small-to-medium sized ambulatory physician practices in the United States 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.

• Our capital structure initiatives during 2024 included the issuance of $2.0 billion in aggregate principal amount of 1.500% convertible senior notes due March 2031 through a private placement.

In connection with the issuance of the notes, we entered into privately negotiated capped call transactions to hedge the potential dilutive effect upon conversion of the notes, or offset our cash obligation if the cash settlement option were to be elected, for amounts in excess of the principal amount of converted notes up to a cap price.

Highlights related to our results of operations for the year ended December 31, 2025 include the following:

• Consolidated revenues for the year ended December 31, 2024 increased to $10,105.9 million, compared to $9,654.4 million for the prior year.

The increase in consolidated revenues was primarily due to growth in transaction volume.

The year-over-year favorable effect on revenues from the EVO business acquired in March 2023 was offset by the unfavorable effect on revenues from the dispositions of our gaming and consumer businesses in April 2023.

• Merchant Solutions and Issuer Solutions segment operating income and operating margin for the year ended December 31, 2024 increased compared to the prior year primarily due to the favorable effect of increases in revenues, as certain fixed costs do not vary with revenues.

Merchant Solutions operating income for the year ended December 31, 2024 also reflected an increase related to the acquired EVO business, as the year ended December 31, 2023 only included the acquisition for a portion of the period.

• Consolidated operating income for the year ended December 31, 2024 included the favorable effects of the increase in revenues as compared to the prior year, as well as lower acquisition and integration expenses and share-based compensation expense.

These favorable effects were offset by expenses related to business transformation activities, a technology asset charge and an increase in amortization of acquired intangibles, primarily related to the acquisition of EVO as discussed in further detail below.

Consolidated operating income for the year ended December 31, 2024 included the gain on the sale of AdvancedMD described above.

Consolidated operating income for the year ended December 31, 2023 included the effects of the gain on the sale of our gaming business and the loss on the sale of our consumer business.

• Revenues for the year ended December 31, 2025 were essentially flat at $7,705.9 million, compared to $7,736.0 million for the prior year despite the effects of the dispositions of the Advanced MD and Payroll Solutions businesses.

• Merchant Solutions segment operating income and operating margin for the year ended December 31, 2025 increased compared to the prior year primarily due to the favorable effect of cost reduction activities associated with our transformation program.

• Consolidated operating income for the year ended December 31, 2025 reflects an increase in transformation costs we incurred in preparation for the divestiture of our Issuer Solutions business and in positioning ourselves for the future integration of Worldpay.

Strategy and 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.

These strategic, organizational and operational transformation activities are expected to continue over the next few years.

As we focus on executing and delivering transformation initiatives, we have incurred and anticipate incurring incremental expenses related to the transformation and potential additional asset impairment charges through early 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.

As we focus on executing and delivering transformation initiatives, we have incurred and anticipate incurring incremental expenses related to the transformation through the first half of 2027.

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

We currently expect our transformation initiatives to generate more than $650 million of annual run-rate operating income benefit by the first half of 2027.

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We anticipate that the continued development of new services and technologies, the emergence of new vertical markets and continued expansion of technology-enabled ecommerce and omnichannel solutions, including expanded scale and market reach through new innovative cloud-based capabilities and strategic partnerships, will be a factor in the growth of our business and our revenues in the future.

Furthermore, due to its benefits and growth potential, we anticipate the increased exploration of use of AI in the payments industry.

Furthermore, due to its benefits and growth potential, we anticipate the increased use of AI in the payments industry.

For a further discussion of trends, uncertainties and other factors that could affect our continuing operating results, see the section entitled "Risk Factors" in Item 1A of this Annual Report on Form 10-K.

Macroeconomic Effects and Other Global Conditions

We are exposed to general economic conditions, including currency fluctuations, inflation, rising interest rates and other conditions that affect the overall level of consumer, business and government spending, which could negatively affect our financial performance.

We are exposed to general economic conditions, including the effects of currency fluctuations, inflation, rising interest rates, tariff increases, global trade relations, international tensions, higher rates of unemployment, and other conditions that affect the overall level of consumer, business and government spending, which could negatively affect our financial performance.

When adverse macroeconomic conditions arise, we evaluate where we may be able to implement cost-saving measures, including those related to headcount and discretionary expenses.

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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.

A disruption in financial markets could harm our banking partners, which could affect our ability to access our cash or cash equivalents, our ability to provide settlement services or our customers' ability to access their existing cash to fulfill their payment obligations to us.

A disruption in financial markets could negatively affect our banking partners, which could affect our ability to access our cash or cash equivalents, our ability to provide settlement services or our customers' ability to access their existing cash to fulfill their payment obligations to us.

The occurrence of these events could negatively affect our business, financial condition and results of operations.

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Key Drivers of our Results of Operations

Our revenues for both of our segments are dependent upon the volume of payment transactions we process, cardholder accounts on file and other factors (referred to herein as "transaction volume").

Our revenues are dependent upon the volume of payment transactions we process and other factors (referred to herein as "transaction volume").

As the majority of our services are priced as a percentage of transaction value or specified fee per unit or transaction, many under multi-year customer arrangements, our revenues generally grow period-over-period in line with the rate of increase in transaction volume.

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Merchant Solutions.

The majority of our Merchant Solutions segment revenues is generated by services priced as a percentage of transaction value or a specified fee per transaction, depending on card type or industry vertical.

The majority of our Merchant Solutions revenues are generated by services priced as a percentage of transaction value or a specified fee per transaction, depending on card type or industry vertical.

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

Merchant Solutions segment revenues depend upon a number of factors, such as demand for and price of our services, the technological competitiveness of our offerings, our reputation for providing timely and reliable service, competition within our industry and general economic conditions.

Merchant Solutions revenues depend upon a number of factors, such as demand for and price of our services, the technological competitiveness of our offerings, our reputation for providing timely and reliable service, competition within our industry and general economic conditions.

We provide payment technology and software solutions to customers and fund settlement either directly, in markets where we have direct membership with the payment networks, or through our relationship with a member financial institution in markets where we are sponsored.

Revenues are generally recognized as billed to the customer, net of interchange fees and payment network fees.

Revenues are generally recognized as the amount billed to the customer, net of interchange fees and payment network fees.

We market our services through a variety of distribution channels, including a direct sales force, trade associations, agent and enterprise software providers and referral arrangements with value-added resellers ("VARs").

We also provide services to merchants referred by ISOs, payment facilitators and financial institutions.

We also provide services to merchants referred by independent sales organizations ("ISOs"), payment facilitators and financial institutions.

In certain of these arrangements, the external partner receives a share of the customer profitability in the form of a monthly residual payment, which is reflected as a component of selling, general and administrative expenses in the accompanying consolidated statements of income.

Issuer Solutions.

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

Issuer Solutions revenues, which are presented in discontinued operations, 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.

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Issuer Solutions revenues also include loyalty redemption services, professional services, and fees from B2B payments services and other financial service solutions marketed to businesses, including software-as-a-service (“SaaS”) offerings that automate key procurement processes, provide invoice capture, coding and approval, and enable virtual cards and integrated payments options across a variety of key vertical markets.

Consumer 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.

For the periods prior to disposition, our Consumer Solutions arrangements included a stand-ready performance obligation to provide account access and facilitate purchase transactions.

Revenues principally consisted of fees collected from cardholders and fees generated by cardholder activity in connection with the programs that we managed.

Customers were typically charged a fee for each purchase transaction made using their cards, unless the customer was on a monthly or annual service plan, in which case the customer was instead charged a monthly or annual subscription fee, as applicable.

Customers were also charged a monthly maintenance fee after a specified period of inactivity.

We also charged fees associated with additional services offered in connection with our accounts, including the use of overdraft features, a variety of bill payment options, card replacement, foreign exchange and card-to-card transfers of funds initiated through our call centers.

Revenues were recognized net of fees charged by the payment networks for services they provided in processing transactions routed through them.

Operating Expenses

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and, when applicable, integration costs.

In our Issuer Solutions segment, cost of service also includes out-of-pocket reimbursable costs, such as postage and other production items.

In our Issuer Solutions business, which is presented as a discontinued operation, cost of service also includes out-of-pocket reimbursable costs, such as postage and other production items.

Selling, General and Administrative Expenses.

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Equity in Income of Equity Method Investments

We have equity method investments, including a 45% interest in China UnionPay Data Co., Ltd., which we account for using the equity method of accounting.

Equity in income of equity method investments reflects our proportional share of earnings from these investments.

We have equity method investments, including a 45% interest in China UnionPay Data Services Co., Ltd., which we account for using the equity method of accounting.

Equity in income of equity method investments includes our proportional share of earnings from these investments.

Continuing Operations

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

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Change % Change

Revenues (2) :

Merchant Solutions $ 7,688,703 76.1 % $ 7,151,793 74.1 % $ 536,910 7.5 %

Issuer Solutions 2,483,657 24.6 % 2,398,870 24.8 % 84,787 3.5 %

Consumer Solutions — — % 182,740 1.9 % (182,740) (100.0) %

Intersegment eliminations (66,466) (0.7) % (78,984) (0.8) % 12,518 (15.8) %

Consolidated revenues $ 10,105,894 100.0 % $ 9,654,419 100.0 % $ 451,475 4.7 %

$ 7,705,878 100.0 % $ 7,735,970 100.0 % $ (30,092) (0.4) %

Operating expenses (2) :

Cost of service $ 2,113,381 27.4 % $ 2,033,471 26.3 % $ 79,910 3.9 %

Merchant Solutions $ 2,008,126 $ 1,925,880 $ 82,246 4.3 %

Issuer Solutions 1,795,001 1,738,047 56,954 3.3 %

Consumer Solutions — 120,436 (120,436) (100.0) %

Intersegment eliminations (43,011) (56,842) 13,831 (24.3) %

Consolidated cost of service $ 3,760,116 37.2 % $ 3,727,521 38.6 % $ 32,595 0.9 %

Selling, general and administrative:

Merchant Solutions $ 2,857,334 $ 3,120,279 $ (262,945) (8.4) %

Issuer Solutions 246,214 251,016 (4,802) (1.9) %

Consumer Solutions — 66,212 (66,212) (100.0) %

Corporate 1,263,297 880,854 382,443 43.4 %

Intersegment eliminations (23,455) (22,142) (1,313) 5.9 %

Consolidated selling, general and administrative $ 4,120,631 53.5 % $ 4,001,133 51.7 % $ 119,498 3.0 %

Net (gain) loss on business dispositions (273,134) 136,744 (409,878) NM

Impairment of goodwill 33,218 — 33,218 NM

Net gain on business dispositions (315,976) (273,134) (42,842) NM

Consolidated operating expenses $ 5,951,254 77.2 % $ 5,761,470 74.5 % $ 189,784 3.3 %

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Merchant Solutions $ 2,735,163 $ 2,582,220 $ 152,943 5.9 %

Issuer Solutions 442,442 409,807 32,635 8.0 %

Consumer Solutions — (3,908) 3,908 (100.0) %

Corporate (1,263,297) (880,854) (382,443) 43.4 %

Net gain (loss) on business dispositions 273,134 (136,744) 409,878 NM

Impairment of goodwill (33,218) — (33,218) NM

Net gain on business dispositions 315,976 273,134 42,842 NM

Consolidated operating income $ 1,754,624 22.8 % $ 1,974,500 25.5 % $ (219,876) (11.1) %

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Merchant Solutions 35.5 % 33.4 % 2.1 %

Issuer Solutions 17.8 % 17.1 % 0.7 %

Consumer Solutions — % (2.1) % NM

NM = Not meaningful

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(2) Revenues, operating expenses, operating income and operating margin reflect the effects of acquired businesses from the respective acquisition dates and the effects of disposed businesses through the respective disposal dates.

See “Note 2—Acquisitions” and “Note 3—Business Dispositions” for further discussion.

Operating income included acquisition and integration expenses of $211.6 million and $341.9 million for the years ended December 31, 2024 and 2023, respectively, which were primarily included within Corporate selling, general and administrative expenses.

For the years ended December 31, 2024 and 2023, operating loss for Corporate also included $13.4 million and $18.5 million, respectively, of other charges related to facilities exit activities.

During the year ended December 31, 2024, Corporate expenses also reflected costs of $99.1 million associated with our business transformation initiative, employee termination benefits of $99.6 million, which included $19.4 million of share-based compensation expense, and charges of $55.8 million for technology assets that will no longer be utilized under a revised technology architecture development strategy.

Consolidated revenues for the year ended December 31, 2024 increased by $451.5 million, or 4.7%, to $10,105.9 million from $9,654.4 million in the prior year.

Merchant Solutions Segment.

Revenues from our Merchant Solutions segment for the year ended December 31, 2024 increased by $536.9 million, or 7.5%, to $7,688.7 million from $7,151.8 million in the prior year.

The increase in segment revenues was primarily due to the $479.5 million effect of higher transaction volume.

In addition, our acquisition of EVO in March 2023 contributed $189.3 million to segment revenue growth during the year ended December 31, 2024, as the year ended December 31, 2023 only included the acquisition for a portion of the period.

The revenues of the EVO business include the cross-selling of our service offerings into the acquired EVO customer base and other benefits to revenues from initiatives of the combined organization.

There were no other material factors contributing to the change in segment revenues.

Issuer Solutions Segment.

Revenues from our Issuer Solutions segment for the year ended December 31, 2024 increased by $84.8 million, or 3.5%, to $2,483.7 million from $2,398.9 million in the prior year.

The increase in revenues was primarily due to an increase in transaction volume of $74.3 million driven by cardholder activity.

Consumer Solutions Segment.

The year ended December 31, 2023 included revenues of $182.7 million related to the consumer business disposed of in April 2023.

See “Note 2—Acquisitions” and “Note 3—Business Dispositions and Discontinued Operations” for further discussion.

Operating income included acquisition and transformation expenses of $737.5 million and $308.5 million for the years ended December 31, 2025 and 2024, respectively, which were primarily included within Corporate selling, general and administrative expenses.

Revenues from our Merchant Solutions business for the year ended December 31, 2025 decreased by $30.1 million, or 0.4%, to $7,705.9 million from $7,736.0 million in the prior year.

For the year ended December 31, 2025, revenues in our integrated and embedded solutions service line increased $211.6 million, or 6.6%, as payments continue to transition to more embedded and digital native environments.

Revenues in our point of sale and software solutions service line decreased $190.9 million for the year ended December 31, 2025, or 12.6%.

Excluding the effect of the AdvancedMD business disposed of in December 2024 and the Payroll Solutions business disposed of in September 2025, revenues increased approximat ely 7% for the year ended December 31, 2025, driven by growth in software revenues.

Revenues in our core payments solutions service line declined $50.9 million for the year ended December 31, 2025, or 1.7%, as a result of reduced emphasis on our wholesale business and our exit of certain markets in Asia Pacific.

Operating Expenses

Cost of Service.

Cost of service for the year ended December 31, 2024 increased by $32.6 million, or 0.9%, to $3,760.1 million from $3,727.5 million in the prior year.

Cost of service as a percentage of revenues decreased to 37.2% for the year ended December 31, 2024 from 38.6% in the prior year.

Merchant Solutions Segment.

Cost of service from our Merchant Solutions segment for the year ended December 31, 2024 increased by $82.2 million, or 4.3%, to $2,008.1 million from $1,925.9 million in the prior year.

Cost of service as a percentage of segment revenues decreased to 26.1% for the year ended December 31, 2024 from 26.9% in the prior year.

The effects of the acquired EVO business on cost of service was an increase of $73.0 million in the year ended December 31, 2024 compared to the prior year, and an unfavorable impact on cost of service as a percentage of segment revenues of 0.3%.

Cost of service as a percentage of revenue was lower due to improved operating leverage and synergies related to the EVO acquisition.

Issuer Solutions Segment.

Cost of service from our Issuer Solutions segment for the year ended December 31, 2024 increased by $57.0 million, or 3.3%, to $1,795.0 million from $1,738.0 million in the prior year due to costs that vary with revenues.

Cost of service as a percentage of segment revenues decreased to 72.3% for the year ended December 31, 2024 from 72.5% in the prior year primarily as a result of costs that do not vary with revenues, including the effects of amortization and depreciation as discussed below, generating operating leverage.

Consumer Solutions Segment.

The year ended December 31, 2023 included cost of service of $120.4 million related to the consumer business disposed of in April 2023.

Our consumer business had a higher cost of service as a percentage of segment revenues relative to our Merchant Solutions and Issuer Solutions segments and the disposition had the effect of reducing consolidated cost of service as a percentage of revenues by 0.5% for the year ended December 31, 2023.

Cost of service from our Merchant Solutions business for the year ended December 31, 2025 increased by $79.9 million, or 3.9%, to $2,113.4 million from $2,033.5 million in the prior year.

Cost of service as a percentage of segment revenues increased to 27.4% for the year ended December 31, 2025 from 26.3% in the prior year.

The increase in cost of service includes $71.5 million related to the support of transformation initiatives.

The disposition of AdvancedMD had the effect of reducing cost of service as a percentage of revenues by 0.2% for the year ended December 31, 2025 compared to the year ended December 31, 2024.

Amortization of Acquired Intangible Assets.

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These costs generally do not vary in proportion to changes in revenues, but rather are most significantly affected by acquisition activities.

The effects of the acquired EVO business on amortization expense was an increase of $67.6 million for the year ended December 31, 2024.

Selling, General and Administrative Expenses.

Selling, general and administrative expenses for the year ended December 31, 2024 increased by $211.5 million, or 5.2%, to $4,285.3 million from $4,073.8 million in the prior year.

Selling, general and administrative expenses as a percentage of revenues was 42.4% for the year ended December 31, 2024, compared to 42.2% in the prior year.

Merchant Solutions Segment.

Selling, general and administrative expenses from our Merchant Solutions segment for the year ended December 31, 2024 increased by $187.0 million, or 6.5%, to $3,067.7 million from $2,880.7 million in the prior year.

Selling, general and administrative expenses from our Merchant Solutions business for the year ended December 31, 2025 decreased by $262.9 million, or 8.4%, to $2,857.3 million from $3,120.3 million in the prior year.

Selling, general and administrative expenses as a percentage of segment revenues was 37.1% for the year ended December 31, 2025, compared to 40.3% in the prior year.

The effects of the acquired EVO business on selling, general and administrative expenses was an increase of $72.0 million for the year ended December 31, 2024 compared to the prior year, and a favorable impact on selling, general and administrative expenses as a percentage of segment revenues of 0.1%.

The remainder of the increase in selling, general and administrative expenses for the year ended December 31, 2024 was due to costs that vary with revenues of $32.0 million, depreciation expense of $32.4 million and software license related expenses of $23.1 million.

Issuer Solutions Segment.

Selling, general and administrative expenses from our Issuer Solutions segment for the year ended December 31, 2024 decreased by $4.8 million, or 1.9%, to $246.2 million from $251.0 million in the prior year.

Selling, general and administrative expenses as a percentage of segment revenues was 9.9% for the year ended December 31, 2024, compared to 10.5% in the prior year, primarily due to fixed costs that do not vary with revenues.

Consumer Solutions Segment.

The year ended December 31, 2023 included selling, general and administrative expenses of $66.2 million related to the consumer business disposed of in April 2023.

The disposition had the effect of increasing consolidated selling, general and administrative expenses as a percentage of revenues by 0.1% for the year ended December 31, 2023.

Corporate expenses for the year ended December 31, 2024 increased by $96.9 million, or 10.8%, to $994.9 million from $898.0 million in the prior year.

The higher amount of corporate expenses was primarily driven by charges incurred in the year ended December 31, 2024, including $99.1 million associated with our business transformation initiative, $80.1 million related to employee termination benefits, which excludes share-based compensation expense, and $55.8 million for technology assets that will no longer be utilized under a revised technology architecture development strategy.

These increases were partially offset by lower acquisition and integration expenses of $130.3 million, as we completed the acquisition of EVO in March 2023, and lower share-based compensation expense of $44.8 million.

The lower share-based compensation expense is primarily due to higher expense in the year ended December 31, 2023 related to the retirement of eligible executives and departure of our previous CEO.

The primary driver of the reduction in selling, general and administrative expenses for the year ended December 31, 2025 was lower expenses associated with our new operating model and transformation initiatives.

Corporate expenses for the year ende d December 31, 2025 increased by $382.4 million, or 43.4%, to $1,263.3 million from $880.9 million in the prior year.

The higher amount of corporate expenses was primarily driven by an increase in acquisition and transformation costs of $429.0 million for the year ended December 31, 2025.

Operating Income and Operating Margin

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Consolidated operating margin for the year ended December 31, 2025 was 22.8% compared to 25.5% for the prior year.

• Consolidated operating income and operating margin for the year ended December 31, 2024 included the effects of a $273.1 million gain on the sale of AdvancedMD, compared to a $243.6 million net loss on the sale of our consumer business and a $106.9 million gain on the sale of our gaming business in the prior year.

The combination of these items increased operating income by $409.9 million and had a favorable effect on operating margin of approximately 4.1% for the year ended December 31, 2024;

• Consolidated operating income reflected higher corporate costs, as described above, which had an unfavorable effect on operating margin of approximately 5.0% for the year ended December 31, 2025;

• Merchant Solutions segment operating income increased $267.7 million and operating margin increased 1.2% primarily due to the favorable effect of the increase in revenues, since certain fixed costs do not vary with revenues.

In addition, the inclusion of EVO had an unfavorable effect on the Merchant Solutions operating margin of 0.3% for the year ended December 31, 2024 as compared to the prior year;

• Issuer Solutions segment operating income increased $32.6 million and operating margin increased 0.7% primarily due to the favorable effect of the increase in revenues, since certain fixed costs do not vary with revenues.

• Consolidated operating income and operating margin for the year ended December 31, 2025 included the effects of a $331.4 million gain on the sale of Payroll Solutions compared to a gain of $273.1 million for the sale of AdvancedMD in the prior year.

The increase in gain on sale of $58.3 million contributed approximately 0.8% in operating margin for the year ended December 31, 2025;

• M erchant Solutions operating income increased $152.9 million and operating margin increased 2.1% primarily due to the favorable effect of cost reduction initiatives associated with our new operating model and transformation initiatives.

Other Income and Expense, Net

Interest and other income for the year ended December 31, 2024 increased $55.5 million to $169.2 million, compared to $113.7 million for the prior year primarily due to an increase of $31.6 million in interest income on the seller financing notes that were issued in connection with the sales of our consumer and gaming businesses in April 2023 and a gain of $18.8 million recognized during the year ended December 31, 2024 in connection with the release and conversion of a portion of our Visa convertible preferred shares.

See "Note 8—Other Assets" in the notes to the accompanying consolidated financial statements for a further discussion of our Visa preferred shares.

Interest and other expense for the year ended December 31, 2024 decreased $26.2 million to $634.0 million, compared to $660.2 million for the prior year primarily due to lower average interest rates on outstanding borrowings.

Interest and other expense for the year ended December 31, 2023 also included a noncash charge of $15.2 million for the estimated future credit losses on the new seller financing notes receivable.

Interest and other income for the year ended December 31, 2025 decreased $3.6 million to $155.1 million, compared to $158.7 million for the prior year.

Interest and other expense for the year ended December 31, 2025 increased $46.7 million to $649.6 million, compared to $602.9 million for the prior year primarily due to an increase in outstanding borrowings.

Income Tax Expense

Our effective income tax rates for the years ended December 31, 2025 and 2024 were 20.0% and 15.8%, respectively.

The effective tax rate for the year ended December 31, 2024 was lower because the effective tax rate for the year ended December 31, 2023 reflects recognition of a gain on the dispositions of our consumer and gaming businesses for income tax reporting purposes, while an aggregate net loss on the dispositions was recognized for financial reporting purposes.

The effective tax rate for the year ended December 31, 2025 was higher because of the tax effects of the gain on disposition of our Payroll Solutions business.

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

On August 16, 2022, the U.S.

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The corporate alternative minimum tax did not have a material effect on our reported results, cash flows or financial position.

During the year ended December 31, 2024 and 2023, we reflected excise taxes of $15.6 million and $3.9 million, respectively, within equity as part of the cost of common stock repurchased, net of share issuances, during the period.

During the year ended December 31, 2024, additional jurisdictions globally enacted local legislation formally adopting the Global Anti-Base Erosion Model Rules ("Pillar Two"), which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development ("OECD") Pillar Two Framework.

The effective dates are generally January 1, 2024, and January 1, 2025, for different aspects of the rules and vary by jurisdiction.

Additional jurisdictions are expected to implement the model rules under local law in the future, with varying effective dates.

The Pillar Two directive did not have a material effect on our financial statements for the year ended December 31, 2024, and we are continuing to evaluate the potential effect on future periods of the Pillar Two implementation, pending legislative adoption by additional individual countries and the ongoing issuance of additional administrative guidance by the OECD.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests increased $31.2 million to $73.8 million, compared to $42.6 million for the prior year primarily due to redemption price adjustments related to our subsidiary in Greece, which is discussed in further detail in "Note 16—Noncontrolling Interests" in the notes to the accompanying consolidated financial statements.

Net Income Attributable to Global Payments

Net income attributable to Global Payments was $1,570.4 million compared to $986.2 million for the prior year, reflecting the changes noted above.

Diluted Earnings per Share

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates beginning in 2025.

Various foreign taxing jurisdictions enacted local legislation formally adopting the Global Anti-Base Erosion Model Rules ("Pillar Two"), which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development ("OECD") Pillar Two Framework.

The Group of Seven (G7) countries have agreed that U.S.

Multi-National Entities (“MNEs”) should be excluded from certain aspects of the Pillar Two global minimum tax rules in exchange for the U.S.

not imposing retaliatory taxes.

On January 5, 2026, the OECD released additional guidance and announced the Side-by-Side package which introduces simplifications and new safe harbors for U.S.

The OBBBA and Pillar Two directive did not have a material effect on our financial statements for the year ended December 31, 2025, and we are continuing to evaluate the potential effect on future periods.

Equity in Income of Equity Method Investments, Net of Tax

Equity in income of equity method investments, net of tax, increased $49.9 million to $120.1 million compared to $70.2 million for the prior year, primarily due to a gain of $48.6 million in 2025 related to the acquisition of the remaining interest in one of our equity method investments.

Income from Continuing Operations

Income from continuing operations was $1,128.7 million compared to $1,359.0 million for the prior year, reflecting the changes noted above.

Diluted Earnings per Share - Continuing Operations

Diluted earnings per share was $4.43 compared to $5.04 for the prior year.

Diluted earnings per share for the year ended December 31, 2025 reflects the changes in net income noted above and a decrease in diluted weighted-average number of shares outstanding for the year ended December 31, 2025 compared to the prior year primarily due to the cumulative effect of share repurchases.

Discontinued Operations

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

The following tables set forth key selected financial data for discontinued operations for the years ended December 31, 2025 and 2024, certain data as a percentage of total revenues and the changes between periods in dollars and as a percentage of the prior-period amount.

The data for the years ended December 31, 2025 and 2024 is derived from the accompanying audited consolidated financial statements.

Year Ended December 31, Year Ended December 31,

(dollar amounts in thousands) 2025 % of Revenue 2024 % of Revenue Change % Change

Revenues $ 2,509,698 $ 2,393,183 $ 116,515 4.9 %

Operating income $ 696,665 27.8 % $ 359,105 15.0 % $ 337,560 94.0 %

Operating margin 27.8 % 15.0 % 12.8 %

Revenues for the year ended December 31, 2025 increased by $116.5 million, or 4.9%, to $2,509.7 million from $2,393.2 million in the prior year.

The increase in revenues was primarily due to an increase in transaction volume of $84.6 million driven by cardholder activity.

Operating Income and Operating Margin

Operating income increased $337.6 million and operating margin increased 12.8% primarily due to the cessation of depreciation and amortization associated with classification of the assets as held for sale and higher revenues.

This was partially offset by the $160.4 million loss on business disposition recognized during the year ended December 31, 2025 to reduce the carrying amount of the Issuer Solutions disposal group to estimated fair value less costs to sell.

Liquidity and Capital Resources

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To supplement cash from operating activities, we use a combination of bank financing, such as borrowings under our credit facilities, commercial paper program and senior note issuances for general corporate purposes and to fund acquisitions.

Our commercial paper program provides a cost effective means of addressing our short-term liquidity needs and is backstopped by our revolving credit agreement, in that the amount of commercial paper notes outstanding cannot exceed the undrawn portion of our revolving credit facility.

Our commercial paper program provides a cost effective means of addressing our short-term liquidity needs and is backstopped by our Revolving Credit Facility, in that the amount of commercial paper notes outstanding cannot exceed the undrawn portion of our revolving credit facility.

Finally, specialized lines of credit are also used in certain of our markets to fund merchant settlement prior to receipt of funds from the card networks.

We regularly evaluate our liquidity and capital position relative to cash requirements, and we may elect to raise additional funds in the future through the issuance of debt or equity or by other means.

Accumulated cash balances are invested in high-quality, marketable short-term instruments.

Accumulated cash balances are invested in high-

quality, marketable short-term instruments.

We believe that our current and projected sources of liquidity will be sufficient to meet our projected liquidity requirements associated with our operations for the near and long term.

Our consolidated statements of cash flows include cash flows from discontinued operations for all periods presented, and therefore the following liquidity discussion includes both continuing and discontinued operations.

At December 31, 2025, we had cash and cash equivalents totaling $8,740.1 million.

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The available cash of $980.7 million does not include the following:

(i) settlement-related cash balances, (ii) funds held as collateral for merchant losses ("Merchant Reserves") and (iii) certain funds held for customers.

(i) settlement-related cash balances, (ii) funds held as collateral for merchant losses ("Merchant Reserves") (iii) certain funds held for customers and (iv) proceeds from our November Senior Notes offering which were reserved to fund our planned acquisition of Worldpay.

Settlement-related cash balances represent funds that we hold when the incoming amount from the card networks precedes the funding obligation to the merchant.

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Funds held for customers, which are not restricted in their use, include amounts collected before the corresponding obligation is due to be settled to or at the direction of our customers.

We also had restricted cash of $197.6 million as of December 31, 2024, representing amounts under legal restriction, amounts deposited by customers for prepaid card transactions and funds held as a liquidity reserve.

These balances are subject to local regulatory restrictions requiring appropriate segregation and restriction in their use.

Operating activities provided net cash of $3,532.7 million and $2,248.7 million for the years ended December 31, 2024 and 2023, respectively, which reflect net income adjusted for noncash items, including depreciation, amortization, the provision for credit losses and the net gain or loss on business dispositions, and changes in operating assets and liabilities.

The increase in cash flows from operating activities from the prior year was due to general improvement in the results of the business and assets and liabilities that are affected primarily by timing of month-end and transaction volume, including changes in settlement processing assets and obligations.

We also had restricted cash of $376.3 million as of December 31, 2025, representing amounts subject to regulatory or legal restriction in their use, including amounts deposited by customers for prepaid card transactions, funds held as a liquidity reserve, and cash deposits held in escrow on our behalf by third parties.

Operating activities provided net cash of $2,656.6 million and $3,057.6 million for the years ended December 31, 2025 and 2024, respectively, which reflect net income adjusted for noncash items, including depreciation, amortization, the provision for credit losses and the net gain or loss on business dispositions, and changes in operating assets and liabil ities.

The decrease in cash flows from operating activities from the prior year was due primarily to an increased use of cash in net working capital due to the timing of payments of customer acquisition costs, trade payables, and prepaid expenses.

We used net cash in investing activities of $230.3 million and $173.9 million during the years ended December 31, 2025 and 2024, respectively.

Cash used for investing activities primarily represents cash used to fund acquisitions and capital expenditures.

During the years ended December 31, 2024 and 2023, we used cash of $487.1 million and $4,225.6 million, respectively, for acquisitions.

During the years ended December 31, 2025 and 2024, we used cash of $352.1 million and $487.1 million , respe ctively, for acquisitions.

We made capital expenditures of $617.8 million and $674.9 million during the years ended December 31, 2025 and 2024, respectively.

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These investments also include new product development and innovation to further enhance and differentiate our suite of technology and cloud-based solutions available to customers.

We expect to continue to make capital investments in the business, and we anticipate capital expenditures to be approximately $800 million during the year ending December 31, 2025.

Additionally, investing cash flows for the year ended December 31, 2024 includes net cash received of $981.4 million from the sale of AdvancedMD and our investments in Visa common shares.

Investing cash flows for the year ended December 31, 2023 includes the net effect on cash from the sale of our consumer and gaming businesses, and cash received from the sale of our investments in Visa common shares of $42.1 million.

Additionally, investing cash flows for the year ended December 31, 2025 includes the proceeds from the sale of Payroll Solutions.

The net proceeds from business dispositions of $722.1 million during the period is presented net of $269.6 million of customer funds that were transferred to the buyer in the transaction, along with the associated customer liability.

Investing cash flows for the year ended December 31, 2024 includes the net cash received of $981.4 million from the sales of AdvancedMD and a portion of our investment in Visa common shares.

Financing activities include borrowings and repayments made under our various debt arrangements, as well as borrowings and repayments made under specialized lines of credit to fund daily settlement activities.

Our borrowing arrangements are further described in "Note 9—Long-Term Debt and Lines of Credit" in the notes to the accompanying consolidated financial statements and below under "Long-Term Debt and Lines of Credit." Financing activities also include cash flows associated with common stock repurchase programs and share-based compensation programs, cash distributions made to our shareholders and cash contributions from and distributions to noncontrolling interests.

We used net cash in financing activities of $2,766.9 million during the year ended December 31, 2024, and financing activities provided net cash of $2,141.1 million during the year ended December 31, 2023.

Our borrowing arrangements are further described in "Note 9—Long-Term Debt and Lines of Credit" in the notes to the accompanying consolidated financial statements and below under "Long-Term Debt and Lines of Credit." Financing activities also include cash flows associated with changes in funds held from customers, changes in settlement processing assets and liabilities, common stock repurchase programs and share-based compensation programs, cash distributions made to our shareholders and cash contributions from and distributions to noncontrolling interests.

We provided net cash in financing activities of $3,732.5 million during the year ended December 31, 2025, and financing activities used net cash of $2,291.8 million during the year ended December 31, 2024.

Proceeds from long-term debt were $12,300.9 million and $9,635.0 million for the years ended December 31, 2025 and 2024, respectively.

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Proceeds from and repayments of long-term debt consist of borrowings and repayments that we make with available cash, from time to time, under our revolving credit facility, as well as scheduled principal repayments we make on our senior notes, finance leases and other vendor financing arrangements.

During the year ended December 31, 2024 and 2023, we had net repayments of $1,371.6 million and net borrowings of $1,371.6 million, respectively, under our commercial paper program.

Furthermore, in connection with the issuance of convertible notes in February 2024, we paid $256.3 million to purchase privately negotiated capped call transactions to hedge the potential dilutive effect upon conversion of the notes, or offset our cash obligation if the cash settlement option were to be elected.

During the year ended December 31, 2024, we had net repayments of $1,371.6 million under our commercial paper program.

Furthermore, in connection with the issuance of convertible notes in February 2024, we paid $256.3 million to purchase privately negotiated

capped call transactions to hedge the potential dilutive effect upon conversion of the notes, or offset our cash obligation if the cash settlement option were to be elected.

See section "Long-Term Debt and Lines of Credit" below for further discussion of our recent debt transactions.

Activity under our settlement lines of credit is affected primarily by timing of month-end and transaction volume.

During the years ended December 31, 2024 and 2023, we had net repayments of $442.7 million and net borrowings of $220.7 million, respectively, under our settlement lines of credit.

During the years ended December 31, 2025 and 2024, we had net repayments of $201.9 million and $442.7 million, respectively, under our settlement lines of credit.

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

During the years ended December 31, 2025 and 2024, we used $1,191.0 million and $1,552.0 million, respectively, to repurchase and retire 13.2 million and 12.7 million shares of our common stock, respectively.

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

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This ASR program was completed on December 20, 2024.

On October 24, 2024, our board of directors approved an increase to our existing share repurchase program authorization, which raised the total available authorization to $2.5 billion.

As of December 31, 2025, the remaining amount available under our share repurchase program was $676.5 million.

On January 29, 2026, our Board of Directors approved an increase to our existing share repurchase program authorization, which raised the total available authorization to $2.5 billion.

On February 18, 2026, we entered into an ASR agreement to repurchase an aggregate $550.0 million of shares of common stock during the program purchase period, which will end prior to March 30, 2026.

The total number of shares to be repurchased under the program will generally be based on the average of the daily volume-weighted average prices of our common stock during the repurchase period less a discount and subject to adjustments pursuant to the terms of the program.

We paid dividends to our common shareholders in the amounts of $238.5 million and $252.8 million during the years ended December 31, 2025 and 2024, respectively.

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Each series of the senior notes is redeemable, at our option, in whole or in part, at any time and from time to time at the redemption prices set forth in the related indenture.

On November 14, 2025, we issued $6.2 billion aggregate principal amount of senior unsecured notes consisting of the following (i) $1.75 billion aggregate principal amount of 4.500% senior notes due November 2028;

(ii) $1.7 billion aggregate principal amount of 4.875% senior notes due November 2030;

(iii) $1.0 billion aggregate principal amount of 5.200% senior notes due November 2032;

and (iv) $1.75 billion aggregate principal amount of 5.550% senior notes due November 2035.

We incurred debt issuance costs of $56.8 million, including underwriting fees, professional services fees and registration fees, which were capitalized and reflected as a reduction of the related carrying amount of the notes in our consolidated balance sheet.

Interest on the senior unsecured notes is payable semi-annually on May 15 and November 15 of each year, commencing May 15, 2026.

The notes are unsecured and unsubordinated indebtedness and rank equally in right of payment with all our other outstanding unsecured and unsubordinated indebtedness.

The debt issuance was completed in connection with our planned acquisition of Worldpay.

On March 17, 2023, we issued €800 million aggregate principal amount of 4.875% senior unsecured notes due March 2031 and received net proceeds of €790.6 million, or $843.6 million based on the exchange rate on the issuance date.

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In November 2024, we repaid our $500.0 million aggregate principal amount of 1.500% senior notes upon maturity.

We have $1.1 billion in aggregate principal amount of 1.200% senior unsecured notes due March 2026.

On February 26, 2021, we issued $1.1 billion in aggregate principal amount of 1.200% senior unsecured notes due March 2026.

We incurred debt issuance costs of approximately $8.6 million, including underwriting fees, fees for professional services and registration fees, which were capitalized and reflected as a reduction of the related carrying amount of the notes in our consolidated balance sheet.

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We used the net proceeds from this offering to fund the redemption in full of the 3.800% senior unsecured notes due April 2021, to repay a portion of the outstanding indebtedness under our prior credit facility and for general corporate purposes.

We have $1.0 billion in aggregate principal amount of 2.900% senior unsecured notes due May 2030.

On May 15, 2020, we issued $1.0 billion in aggregate principal amount of 2.900% senior unsecured notes due May 2030.

Interest on the notes is payable semi-annually in arrears on May 15 and November 15 of each year, commencing November 15, 2020.

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We issued the senior notes at a total discount of $3.3 million and capitalized related debt issuance costs of $8.4 million.

We have $3.0 billion in aggregate principal amount of senior unsecured notes consisting of the following:

(i) $1.0 billion aggregate principal amount of 2.650% senior notes due 2025;

On August 14, 2019, we completed the public offering and issuance of $3.0 billion in aggregate principal amount of senior unsecured notes consisting of the following:

(i) $1.0 billion aggregate principal amount of 2.650% senior notes due 2025, which were redeemed in February 2025;

(ii) $1.25 billion aggregate principal amount of 3.200% senior notes due 2029;

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For the 4.450% senior notes due 2028, interest is payable semi-annually each June 1 and December 1.

The difference between the acquisition-date fair value and face value of senior notes assumed in the TSYS Merger is recognized over the terms of the respective notes as a reduction of interest expense.

The amortization of this fair value adjustment was $15.7 million for each of the years ended December 31, 2024 and 2023.

Convertible Notes

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

The notes are convertible at the option of the holder at any time after the date that is 18 months after issuance (or earlier, upon the occurrence of certain corporate events) until the scheduled trading day prior to the maturity date and are presented within long-term debt in our consolidated balance sheet based on our intent and ability to refinance on a long-term basis should

a conversion event occur.

The notes are convertible into cash and shares of our common stock based on a conversion rate of 7.2095 shares of common stock per $1,000 principal amount of the convertible notes (which is equal to a conversion price of approximately $138.71 per share), subject to customary anti-dilution and other adjustments upon the occurrence of certain events.

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Revolving Credit Facility

On August 19, 2022, we entered into a credit agreement with Bank of America, N.A., as administrative agent, and a syndicate of financial institutions, as lenders and other agents.

The credit agreement provides for an unsubordinated unsecured $5.75 billion revolving credit facility.

We capitalized debt issuance costs of $12.3 million in connection with the issuances under the revolving credit facility.

The revolving credit facility matures in August 2027.

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

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

The Revolving Credit Facility matures in May 2030 and provides for up to two one-year maturity extensions.

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

Borrowings under the revolving credit facility are available to be made in US dollars, euros, sterling, Canadian dollars and, subject to certain conditions, certain other currencies at our option.

Borrowings under the revolving credit facility will bear interest, at our option, at a rate equal to (i) for Secured Overnight Financing Rate ("SOFR") based currencies or certain alternative currencies, a secured overnight financing rate (subject to a 0.00% floor) plus a 0.10% credit spread adjustment or an alternative currency term rate (subject to a 0.00% floor), as applicable, (ii) for US dollar borrowings, a base rate, (iii) for US dollar borrowings, a daily floating secured overnight financing rate (subject to a 0.00% floor on or after January 1, 2023) plus a 0.10% credit spread adjustment or (iv) for certain alternative currencies, a daily alternative currency rate (subject to a 0.00% floor), in each case, plus an applicable margin.

The applicable margin for borrowings under the revolving credit facility will range from 1.125% to 1.875% depending on our credit rating.

In addition, we are required to pay a quarterly commitment fee with respect to the unused portion of the revolving credit facility at an applicable rate per annum ranging from 0.125% to 0.300% depending on our credit rating.

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

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

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

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

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

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

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

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

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

As of December 31, 2024, there were borrowings of $1,500.0 million outstanding under the revolving credit facility with an interest rate of 5.86%, and the total available commitments under the revolving credit facility were $3.7 billion.

As of December 31, 2025, there were borrowings of $1.5 billion outstanding under the Revolving Credit Facility with an interest rate of 5.11%, and the total available commitments under the Revolving Credit Facility were $4.1 billion.

Commercial Paper

We have a $2.0 billion commercial paper program under which we may issue senior unsecured commercial paper notes with maturities of up to 397 days from the date of issue.

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

In January 2023, we established a $2.0 billion commercial paper program under which we may issue senior unsecured commercial paper notes with maturities of up to 397 days from the date of issue.

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

As such, we could draw on the revolving credit facility to repay commercial paper notes that cannot be rolled over or refinanced with similar debt.

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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 December 31, 2024 , we ha d no borrowings outstanding under our commercial paper program.

As of December 31, 2025, we had no net borrowings under our commercial paper program.

Compliance with Covenants

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

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

The required leverage ratio was increased as a result of the acquisition of EVO, and will gradually step-down over eight quarters to the original required ratio of 3.75 to 1.00.

As of December 31, 2024, the required leverage ratio was 4.00 to 1.00, and the required interest coverage ratio was 3.00 to 1.00.

The Revolving Credit Facility 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 December 31, 2025, the required leverage ratio was 3.75 to 1.00.

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

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The weighted-average interest rate on these borrowings was 4.43% at December 31, 2025.

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 terminated our bridge facility on November 14, 2025, and in doing so wrote-off the recognition of previously unamortized deferred financing costs of approximately $19.0 million for the year ended December 31, 2025.

See "Note 9—Long-Term Debt and Lines of Credit" in the notes to the accompanying consolidated financial statements for further information about our borrowing agreements.

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Determining the fair value of a reporting unit involves judgment and the use of significant estimates and assumptions, which include assumptions regarding the revenue growth rates and operating margins used to calculate estimated future cash flows, risk-adjusted discount rates and future economic and market conditions .

During the second quarter of 2025, the classification of the Issuer Solutions disposal group as held for sale and a discontinued operation triggered a requirement to evaluate the Issuer Solutions disposal group for potential impairment.

Based on the quantitative assessment, we recognized a goodwill impairment charge of $33.2 million in discontinued operations during the three months ended June 30, 2025.

As a result of changes to our plan of sale for a component of our discontinued operations during the fourth quarter of 2025, this charge was reclassified from discontinued operations to continuing operations and reflected as impairment of goodwill in our consolidated statement of income for the year ended December 31, 2025.

As of October 1, 2025, our reporting units consisted of the following:

North America Payments Solutions, Vertical Market Software Solutions, Europe Merchant Solutions, Spain Merchant Solutions, Asia-Pacific Merchant Solutions, Latin America Merchant Solutions and Issuer Solutions.

As of October 1, 2024, we performed a quantitative assessment of impairment for our Issuer Solutions, Europe Merchant Solutions, Spain Merchant Solutions and Latin America Merchant Solutions reporting units and a qualitative assessment for all other reporting units.

We determined on the basis of the quantitative assessments of our Issuer Solutions, Europe Merchant Solutions, Spain Merchant Solutions and Latin America Merchant Solutions reporting units that the fair value of each reporting unit was greater than its respective carrying amount, indicating no impairment.

Additionally, we determined on the basis of the qualitative factors that the fair value of other reporting units was not more likely than not less than the respective carrying amounts.

We believe that the fair value of each of our reporting units is substantially in excess of its carrying amount, except for our Issuer Solutions reporting unit, whose fair value exceeded its carrying amount by approximately 7% as of October 1, 2024.

During the quarter ended December 31, 2024, we realigned our reporting units based on strategic and organizational changes.

The new reporting units are Core Payments Solutions, Integrated and Embedded Solutions, Point-of-Sale and Software Solutions, International Merchant Solutions and Issuer Solutions.

Upon realignment of our reporting units, we performed a quantitative assessment of impairment for our Core Payments Solutions, Integrated and Embedded Solutions and Point-of-Sale and Software Solutions reporting units, and determined on the basis of those assessments that the fair value of each reporting unit was substantially in excess of its respective carrying amount, indicating no impairment.

Additionally, our International Merchant Solutions reporting unit was an aggregation of existing reporting units, and we concluded that the fair value was substantially in excess of the carrying amount.

The realignment did not affect our Issuer Solutions reporting unit.

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

As of October 1, 2025, we performed a quantitative assessment of impairment for all of our reporting units and determined that the fair value of each reporting unit was greater than its respective carrying amount, indicating no impairment.

We believe that the fair value of each of our reporting units is substantially in excess of its carrying amount.

We continue to closely monitor developments related to global events and macroeconomic conditions.

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Subsequent changes to the estimated selling price of an asset or disposal group held for sale are recognized as gains or losses in our consolidated statement of income and any subsequent gains are limited to the cumulative losses previously recognized.

During the years ended December 31, 2023 and 2022, we recognized net losses of $243.6 million and $71.9 million, respectively, on the consumer business disposition to reduce the carrying amount of the consumer disposal group to estimated fair value less costs to sell, including the effects of incremental negotiated closing adjustments, changes in the estimated fair value of the seller financing and the effects of the final tax structure of the transaction.

During the year ended December 31, 2025, we recognized a charge of $160.4 million to reduce the carrying amount of the Issuer Solutions disposal group to estimated fair value less costs to sell.

Capitalization of Internal-Use Software Costs

We develop software that is used in providing services to customers.

Capitalization of internal-use software costs, primarily associated with operating platforms, occurs when we have completed the preliminary project stage, management authorizes the project, management commits to funding the project, it is probable the project will be completed and the project will be used to perform the function intended.

Capitalization of internal-use software costs, primarily associated with operating platforms, occurs when we have completed the preliminary project stage, management authorizes the project, management commits to funding the project, and it is probable the project will be completed and used to perform the function intended.

The preliminary project stage consists of the conceptual formulation of alternatives, the evaluation of alternatives, the determination of existence of needed technology and the final selection of alternatives.

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We regularly evaluate whether events or circumstances have occurred that indicate the carrying amount of the capitalized implementation costs may not be recoverable.

As of December 31, 2024, capitalized implementation costs, net of accumulated amortization, were $215.4 million and are presented within other noncurrent assets in the consolidated balance sheets.

As of December 31, 2025, capitalized implementation costs, net of accumulated amortization, were $64.0 million and are presented within other noncurrent assets in the consolidated balance sheet.

Costs capitalized during the year ended December 31, 2025 totaled $17.8 million.

During the year ended December 31, 2024, we recognized a charge of $55.8 million for technology assets that will no longer be utilized under a revised technology architecture development strategy.

Revenue Recognition

In accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers ("ASC 606"), we apply judgment in the determination of performance obligations, in particular related to large customer contracts within the Issuer Solutions segment.

Performance obligations in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract.

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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 7. Management’s Discussion and Analysis