What changed in this filing

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Item 1. Financial Statements

2026-05-08 compared with 2025-11-04 · 344 added, 420 removed, 435 unchanged (64% of the section changed)

4 unchanged sentences

Three Months Ended

September 30, 2025 September 30, 2024

March 31, 2026 March 31, 2025

Revenues $ 2,969,682 $ 1,820,318

4 unchanged sentences

2,985,328 1,448,359

Operating income 778,014 442,746

Interest and other income 21,469 54,087

Interest and other expense ( 143,773 ) ( 148,865 )

( 122,304 ) ( 94,778 )

Income from continuing operations before income taxes and equity in income of equity method investments 655,710 347,968

Income tax expense 199,309 59,873

Income from continuing operations before equity in income of equity method investments 456,401 288,095

Equity in income of equity method investments, net of tax 16,874 15,783

Income from continuing operations 473,275 303,878

Income from discontinued operations, net of tax 187,320 29,655

Net income 660,595 333,533

Net income attributable to noncontrolling interests ( 25,386 ) ( 18,408 )

Net income attributable to Global Payments $ 635,209 $ 315,125

Basic earnings per share attributable to Global Payments:

Continuing operations $ 1.87 $ 1.13

Discontinued operations 0.78 0.11

Total basic earnings per share attributable to Global Payments $ 2.65 $ 1.24

Diluted earnings per share attributable to Global Payments:

Continuing operations $ 1.86 $ 1.13

Discontinued operations 0.78 0.11

Total diluted earnings per share attributable to Global Payments $ 2.64 $ 1.24

See Notes to Unaudited Consolidated Financial Statements.

GLOBAL PAYMENTS INC.

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

Nine Months Ended

September 30, 2025 September 30, 2024

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

Operating expenses:

Cost of service 1,544,335 1,508,079

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

Gains on business dispositions ( 348,151 ) —

4,187,755 4,525,054

Operating income 1,585,316 1,277,726

Operating income (loss) ( 15,646 ) 371,959

Interest and other income 33,520 38,040

1 unchanged sentence

( 208,849 ) ( 110,500 )

Income from continuing operations before income taxes and equity in income of equity method investments 1,236,169 949,591

Income tax expense 362,572 131,254

Income from continuing operations before equity in income of equity method investments 873,597 818,337

Income (loss) from continuing operations before income taxes and equity in income of equity method investments ( 224,495 ) 261,459

Income tax expense (benefit) ( 11,840 ) 43,769

Income (loss) from continuing operations before equity in income of equity method investments ( 212,655 ) 217,690

Equity in income of equity method investments, net of tax 19,830 18,248

Income from continuing operations 928,681 868,776

Income from discontinued operations, net of tax 290,784 177,094

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

Income (loss) from continuing operations ( 192,825 ) 235,938

Income (loss) from discontinued operations, net of tax ( 1,586,227 ) 76,834

Net income (loss) ( 1,779,052 ) 312,772

Net income attributable to noncontrolling interests ( 20,826 ) ( 7,038 )

Net income attributable to Global Payments $ 1,182,583 $ 1,003,192

Basic earnings per share attributable to Global Payments:

Net income (loss) attributable to Global Payments $ ( 1,799,878 ) $ 305,734

Basic earnings (loss) per share attributable to Global Payments:

Continuing operations $ ( 0.78 ) $ 0.93

Discontinued operations ( 5.81 ) 0.31

Total basic earnings per share attributable to Global Payments $ 4.86 $ 3.93

Diluted earnings per share attributable to Global Payments:

Total basic earnings (loss) per share attributable to Global Payments $ ( 6.59 ) $ 1.24

Diluted earnings (loss) per share attributable to Global Payments:

Continuing operations $ ( 0.78 ) $ 0.93

Discontinued operations ( 5.81 ) 0.31

Total diluted earnings per share attributable to Global Payments $ 4.85 $ 3.92

Total diluted earnings (loss) per share attributable to Global Payments $ ( 6.59 ) $ 1.24

See Notes to Unaudited Consolidated Financial Statements.

3 unchanged sentences

Three Months Ended

September 30, 2025 September 30, 2024

Net income $ 660,595 $ 333,533

Other comprehensive income (loss):

Foreign currency translation adjustments ( 42,845 ) 188,375

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

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

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

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

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

Comprehensive income 615,642 491,127

Comprehensive income attributable to noncontrolling interests ( 19,174 ) ( 53,053 )

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

Nine Months Ended

September 30, 2025 September 30, 2024

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

March 31, 2026 March 31, 2025

Net income (loss) $ ( 1,779,052 ) $ 312,772

Other comprehensive income (loss):

2 unchanged sentences

Net unrealized gains (losses) on hedging activities 5,343 ( 9,371 )

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

Income tax benefit related to hedging activities 12,009 468

Reclassification of net unrealized losses on hedging activities to interest expense 5,131 852

Income tax benefit (expense) related to hedging activities ( 2,510 ) 2,013

Other, net of tax 2,058 —

Other comprehensive income (loss) ( 92,356 ) 206,984

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

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

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

Comprehensive income (loss) ( 1,871,408 ) 519,756

Comprehensive loss (income) attributable to noncontrolling interests 2,483 ( 50,676 )

Comprehensive income (loss) attributable to Global Payments $ ( 1,868,925 ) $ 469,080

See Notes to Unaudited Consolidated Financial Statements.

GLOBAL PAYMENTS INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Current assets:

19 unchanged sentences

Settlement processing obligations 5,792,784 1,720,608

Income taxes payable 2,632,200 117,509

Current liabilities of discontinued operations — 810,301

10 unchanged sentences

Common stock, no par value;

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

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

400,000,000 shares authorized at March 31, 2026 and December 31, 2025;

273,396,831 shares issued and outstanding at March 31, 2026 and 236,692,592 shares issued and outstanding at December 31, 2025

Paid-in capital 19,919,419 17,078,652

9 unchanged sentences

(in thousands)

Nine Months Ended

September 30, 2025 September 30, 2024

Three Months Ended

March 31, 2026 March 31, 2025

Cash flows from operating activities:

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

Adjustments to reconcile net income to net cash provided by operating activities:

Net income (loss) $ ( 1,779,052 ) $ 312,772

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization of property and equipment 117,600 122,839

7 unchanged sentences

Equity in income of equity method investments, net of tax ( 19,853 ) ( 18,286 )

Technology asset charge — 55,808

Distributions received on investments — 7,512

Impairment of goodwill 33,225 —

Gains on business dispositions ( 348,151 ) —

Gain on business disposition ( 22,174 ) ( 3,993 )

Other, net 44,806 19,338

2 unchanged sentences

Prepaid expenses and other assets ( 193,470 ) ( 93,552 )

Income taxes payable 2,474,328 79,318

Accounts payable and other liabilities ( 746,230 ) ( 181,399 )

Net cash provided by operating activities 2,141,380 2,174,146

Net cash provided by (used in) operating activities ( 288,821 ) 555,124

Cash flows from investing activities:

2 unchanged sentences

Principal payment received on notes receivable 4,375 4,375

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

Proceeds from sales of investments 8,258 18,076

Other, net — 6

Net cash from sales of businesses 7,362,347 —

Net cash provided by (used in) investing activities 5,716,138 ( 173,088 )

2 unchanged sentences

Changes in settlement processing assets and obligations, net ( 534,818 ) 479,153

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

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

Net borrowings from settlement lines of credit 675,874 223,216

Net borrowings from commercial paper notes 1,077,072 867,582

Proceeds from long-term debt 4,667,951 1,551,000

5 unchanged sentences

Distributions to noncontrolling interests ( 6,013 ) ( 10,327 )

Contributions from noncontrolling interests 1,145 2,116

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

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

Dividends paid ( 68,246 ) ( 61,124 )

1 unchanged sentence

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 8,732 ) 61,790

Increase in cash, cash equivalents and restricted cash 300,656 882,640

Increase (decrease) in cash, cash equivalents and restricted cash ( 2,991,928 ) 412,300

Cash, cash equivalents and restricted cash, beginning of the period 9,116,414 2,735,975

9 unchanged sentences

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

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

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

Balance at December 31, 2025 236,693 $ 17,078,652 $ 5,936,322 $ ( 126,207 ) $ 22,888,767 $ 689,711 $ 23,578,478 $ 201,003

Net income (loss) ( 1,799,878 ) ( 1,799,878 ) 7,112 ( 1,792,766 ) 13,714

Other comprehensive loss ( 69,047 ) ( 69,047 ) ( 19,665 ) ( 88,712 ) ( 3,644 )

2 unchanged sentences

Share-based compensation expense 21,486 21,486 21,486

Issuance of common stock in connection with a business combination 43,268 3,404,762 3,404,762 3,404,762

Repurchases of common stock ( 7,263 ) ( 555,797 ) ( 555,797 ) ( 555,797 )

Distributions to noncontrolling interests — ( 6,013 ) ( 6,013 )

Contributions from noncontrolling interests 1,145

Cash dividends declared ($ 0.25 per common share)

( 68,246 ) ( 68,246 ) ( 68,246 )

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

Balance at March 31, 2026 273,397 $ 19,919,419 $ 4,068,198 $ ( 195,254 ) $ 23,792,363 $ 671,145 $ 24,463,508 $ 211,073

Shareholders' Equity

4 unchanged sentences

Nonredeemable Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests

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

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

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

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

Common stock repurchased - share-based compensation plans ( 92 ) ( 10,036 ) ( 10,036 ) ( 10,036 )

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

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

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

Cash dividends declared ($ 0.25 per common share)

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

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

See Notes to Unaudited Consolidated Financial Statements.

GLOBAL PAYMENTS INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in thousands, except per share data)

Shareholders' Equity

Number of Shares

Paid-in Capital

Retained Earnings

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

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

6 unchanged sentences

Distributions to noncontrolling interests — ( 10,327 ) ( 10,327 )

Contributions from noncontrolling interests — — — 1,145

Cash dividends declared ($ 0.25 per common share)

( 61,124 ) ( 61,124 ) ( 61,124 )

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

Shareholders' Equity

Number of Shares

Paid-in Capital

Retained Earnings

Accumulated Other Comprehensive Loss Total Global Payments Shareholders’ Equity

Nonredeemable Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests

Balance at December 31, 2023 260,383 $ 19,800,953 $ 3,457,182 $ ( 258,925 ) $ 22,999,210 $ 280,340 $ 23,279,550 $ 507,965

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

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

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

Common stock repurchased - share-based compensation plans ( 426 ) ( 54,080 ) ( 54,080 ) ( 54,080 )

Share-based compensation expense 134,361 134,361 134,361

Repurchases of common stock ( 6,973 ) ( 909,253 ) ( 909,253 ) ( 909,253 )

Distributions to noncontrolling interests — ( 29,356 ) ( 29,356 )

Contributions from noncontrolling interests — 89 89 2,027

Reclassification of redeemable noncontrolling interest to nonredeemable noncontrolling interest — 358,872 358,872 ( 358,872 )

Purchase of capped calls related to issuance of convertible notes, net of taxes of $ 61,573

( 194,677 ) ( 194,677 ) ( 194,677 )

Cash dividends declared ($ 0.75 per common share)

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

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

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

See Notes to Unaudited Consolidated Financial Statements.

5 unchanged sentences

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Together, the Worldpay and Issuer Solutions transactions simplify our business model and position Global Payments as a leading pure play commerce solutions provider for merchants of all sizes with extensive global scale.

See “Note 2—Acquisition” for further discussion on the acquisition of Worldpay and “Note 3—Business Dispositions and Discontinued Operations” for further discussion on the divestiture of our Issuer Solutions business.

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

Investments in entities that we do not control are accounted for using the equity or cost method, based on whether or not we have the ability to exercise significant influence over operating and financial policies.

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

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

Securities and Exchange Commission ("SEC").

The consolidated balance sheet as of December 31, 2025, was derived from the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, but does not include all disclosures required by GAAP for annual financial statements.

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

5 unchanged sentences

These unaudited consolidated financial statements reflect the financial statement effects based upon management’s estimates and assumptions utilizing the most currently available information.

Change in presentation - During the first quarter of 2025, we elected to change our presentation of cash flows associated with "Changes in settlement processing assets and obligations, net" and "Changes in funds held for customers" from operating activities to financing activities within our consolidated statements of cash flows.

The change has been applied retrospectively and the prior period has been conformed to the current period presentation.

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

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

Recently issued accounting pronouncements not yet adopted

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

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

Accounting Standards Update ("ASU") 2025-09 - In November 2025, the Financial Accounting Standards Board ("FASB") issued ASU 2025-09, "Derivatives and Hedging (Topic 815) Hedge Accounting Improvements," which provides improvements to the guidance for five specific matters:

(i) similar risk assessment for cash flow hedges, (ii) hedging interest payments on choose-your-rate debt, (iii) cash flow hedges of nonfinancial forecasted transactions, (iv) net written options as hedging instruments and (v) foreign currency denominated debt instrument designated hedges.

The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years.

Early adoption is permitted.

The amendments should be applied prospectively for all hedging relationships.

We are evaluating the potential effects of ASU 2025-09 on our consolidated financial statements and related disclosures.

ASU 2025-06 - In September 2025, the FASB issued ASU 2025-06, "Targeted Improvements to the Accounting for Internal-Use Software," which provides targeted improvements to the accounting for internal-use software costs by replacing the existing project-stage model with a principles-based approach to determine when the capitalization of costs should begin.

This update requires an entity to start capitalizing software costs when:

(i) the Company authorizes and commits to funding the software project and (ii) it is probable the software project will be completed.

The amendments in this update are effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years.

Early adoption is permitted.

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

1 unchanged sentence

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

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

The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

1 unchanged sentence

We are evaluating the potential effects of ASU 2024-03 on our consolidated financial statements and related disclosures.

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

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

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

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

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

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

NOTE 2— ACQUISITION

On January 9, 2026, we acquired 100 % of Worldpay from FIS and affiliates of GTCR (the "Worldpay Acquisition") and divested our Issuer Solutions business to FIS (such divestiture, together with the Worldpay Acquisition, the "Transaction").

The Worldpay Acquisition was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations , which generally requires that we recognize the assets acquired and liabilities assumed at fair value as of the acquisition date.

Consideration paid to GTCR for its ownership interest in Worldpay consisted of (1) approximately $ 6.0 billion in cash and (2) 42.8 million shares of Global Payments common stock.

Consideration received for the divestiture of our Issuer Solutions business consisted of (1) approximately $ 7.5 billion in cash and (2) FIS’ ownership interest in Worldpay.

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

We funded portions of the Transaction with indebtedness which is further described in “Note 6—Long-Term Debt and Lines of Credit.”

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.

We are also receiving certain transition services from FIS in support of our integration of Worldpay.

The fair value of total purchase consideration was determined as follows (in thousands, except share and per share data):

Consideration transferred to GTCR:

Number of shares of Global Payments issued in the acquisition (1)

Price per share of Global Payments common stock as of January 8, 2026 (2)

Fair value of common stock issued 3,366,342

Cash paid to GTCR (3)

Consideration transferred to FIS:

Fair value of the Issuer Solutions business transferred to FIS (4)

Cash received from FIS, including reimbursement of cash in business transferred (5)

( 7,516,216 )

Total purchase consideration $ 16,977,797

(1) Number of shares issued is net of 488,253 shares, with postcombination employee service requirements and includes 729,600 shares related to Worldpay equity awards that vested automatically at closing and were converted into Global Payments common stock.

(2) Represents the closing share price of Global Payments common stock as of January 8, 2026, the last trading day prior to the Transaction closing.

(3) Amount includes $ 153.6 million for Worldpay equity awards held by employees that vested automatically at the acquisition date and settled in cash.

(4) The fair value of our Issuer Solutions business transferred to FIS is based on a third-party valuation using the average of the income and market approaches.

(5) Final closing cash amounts are preliminary and subject to working capital and other adjustments.

The provisional estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed as of March 31, 2026, including a reconciliation to the total purchase consideration, were as follows (in thousands):

Cash and cash equivalents $ 4,136,237

Accounts receivable 657,835

Settlement processing assets 2,113,017

Prepaid expenses and other current assets (1)

Other intangible assets 16,403,552

Property and equipment 374,598

Deferred tax asset 30,805

Other noncurrent assets 243,118

Accounts payable and accrued liabilities ( 1,894,231 )

Settlement processing obligations ( 4,548,560 )

( 8,908,559 )

Deferred tax liability ( 2,022,745 )

Other noncurrent liabilities ( 598,988 )

Total identifiable net assets 7,050,590

Goodwill 9,927,207

Preliminary total purchase consideration $ 16,977,797

(1) Includes $ 860.4 million of restricted cash held in escrow by a third party used to fund a portion of the assumed debt paid off at the acquisition date.

(2) Assumed debt was paid off at the acquisition date.

As of March 31, 2026, we considered these amounts to be provisional as we are still in the process of gathering and reviewing information to support the valuations of the assets acquired, liabilities assumed and related tax positions.

Goodwill arising from the acquisition of Worldpay was attributable to expected growth opportunities, an assembled workforce and potential synergies from combining the acquired business into our existing business.

We expect that $ 3.4 billion of the goodwill from this acquisition will be deductible for income tax purposes.

Due to the timing of the acquisition, we are still in the process of assigning goodwill to our reporting units.

The following table reflects the provisional estimated fair values of the identified intangible assets of Worldpay and the respective weighted-average estimated amortization periods:

Estimated Fair Value Weighted-Average Estimated Amortization Period

(in thousands) (years)

Customer-related intangible assets $ 14,666,742 11.3

Acquired technologies 1,351,164 7.0

Contract-based intangible assets 270,831 10.0

Trademarks and trade names 114,815 2.0

Total identifiable intangible assets $ 16,403,552 10.9

The estimated fair values of customer-related intangible assets and contract-based intangible assets were generally determined using the income approach, which was based on projected cash flows discounted to their present value using

discount rates that consider the timing and risk of the forecasted cash flows.

The discount rates used represented the average estimated value of a market participant’s cost of capital and debt, derived using customary market metrics.

Acquired technologies, trademarks and trade names were valued using the "relief-from-royalty" approach.

This method assumes that the assets have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them.

This method required us to estimate the future revenues for the related brands, the appropriate royalty rate and the weighted-average cost of capital.

From the acquisition date through March 31, 2026, Worldpay contributed $ 1.2 billion to our consolidated revenues and had an operating loss of approximately $ 138.7 million.

Acquisition-related costs directly related to the Worldpay Acquisition were $ 77.5 million for the three months ended March 31, 2026 and were included within selling, general and administrative expenses.

Pro Forma Financial Information (unaudited)

The following unaudited pro forma information shows the results of our operations for the three months ended March 31, 2026 and 2025 as if the Transaction had occurred on January 1, 2025.

The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of what would have occurred if the Transaction had occurred as of that date.

The unaudited pro forma information is also not intended to be a projection of future results due to the integration of Worldpay.

The unaudited pro forma information reflects the effects of applying our accounting policies and certain pro forma adjustments to the combined historical financial information of Global Payments and Worldpay.

The pro forma adjustments include:

• incremental amortization expense associated with identified intangible assets;

• adjustment to interest expense to reflect the removal of Worldpay debt and the additional borrowings of Global Payments in conjunction with the Transaction;

• the income tax effects of the pro forma adjustments.

In addition, the pro forma net income attributable to continuing operations of Global Payments includes recognition of transaction costs related to the Transaction as of the beginning of the earliest period presented.

Accordingly, pro forma net income attributable to Global Payments for the three months ended March 31, 2025, includes approximately $ 77.5 million of transaction costs related to the Worldpay Acquisition.

Three Months Ended

March 31, 2026 March 31, 2025

(in thousands)

Total revenues $ 3,076,852 $ 3,097,856

Net loss attributable to continuing operations of Global Payments ( 88,228 ) ( 54,926 )

NOTE 3— BUSINESS DISPOSITIONS AND DISCONTINUED OPERATIONS

Discontinued Operations

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

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

Three Months Ended Nine Months Ended

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

We completed the sale of our Issuer Solution business on January 9, 2026, simultaneously with the acquisition of Worldpay.

We analyzed quantitative and qualitative factors relevant to the Issuer Solutions disposal group and determined that the accounting criteria to be classified as held for sale and a discontinued operation were met.

Accordingly, the operating results of our Issuer Solutions business have been reflected as discontinued operations for all periods presented through the completed divestiture date.

The assets and liabilities of the Issuer Solutions disposal group are presented separately on our consolidated balance sheet as of December 31, 2025.

Our consolidated statements of cash flows include cash flows from discontinued operations for all periods presented through the completed divestiture date.

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

Three Months Ended

March 31, 2026 March 31, 2025

(in thousands)

3 unchanged sentences

Selling, general and administrative 28,194 67,054

Impairment of goodwill — — 33,225 —

Gain on business disposition ( 22,174 ) —

35,000 499,588

Operating income 19,259 98,926

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

Interest and other income (expense), net 1,688 ( 7,221 )

Income from discontinued operations before income taxes and equity in income of equity method investments 20,947 91,705

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

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

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

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

Income from discontinued operations attributable to noncontrolling interests ( 1,015 ) ( 884 ) ( 2,971 ) ( 2,403 )

Income from discontinued operations attributable to Global Payments $ 186,305 $ 28,771 $ 287,813 $ 174,691

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

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

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

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

September 30, 2025 December 31, 2024

Income tax expense 1,607,197 14,909

Income (loss) from discontinued operations before equity in income of equity method investments ( 1,586,250 ) 76,796

Equity in income of equity method investments 23 38

Income (loss) from discontinued operations, net of tax $ ( 1,586,227 ) $ 76,834

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

December 31, 2025

(in thousands)

7 unchanged sentences

Other noncurrent assets 632,914

Valuation allowance to adjust assets to estimated fair value, less costs to sell ( 160,449 )

Noncurrent assets of discontinued operations 15,069,171

4 unchanged sentences

Noncurrent liabilities of discontinued operations 433,022

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

Cash flows related to discontinued operations are included in our consolidated statements of cash flows for the three months ended March 31, 2026 and 2025.

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

Nine Months Ended

September 30, 2025 September 30, 2024

Three Months Ended

March 31, 2026 March 31, 2025

(in thousands)

1 unchanged sentence

Amortization of acquired intangibles — 132,087

Goodwill impairment 33,225 —

Capital expenditures 189,338 126,510

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

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

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

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

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

Heartland Payroll Solutions, Inc.

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

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

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

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

AdvancedMD, Inc.

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

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

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

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

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

During the three months ended March 31, 2026, we recognized tax expense in discontinued operations of $ 1.6 billion, primarily related to the derecognition of goodwill in the sale of the Issuer Solutions business which was not deductible for U.S.

federal income tax purposes, along with other taxable differences recognized upon sale.

NOTE 4— REVENUES

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

Three Months Ended Nine Months Ended

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

The following table presents a disaggregation of our revenues from contracts with customers by geography for the three months ended March 31, 2026 and 2025:

Three Months Ended

March 31, 2026 March 31, 2025

(in thousands)

Americas $ 2,163,480 $ 1,489,260

Europe 351,147 320,911 929,167 869,908

Europe, Middle East and Africa 704,546 266,598

Asia Pacific 101,656 64,460

$ 2,969,682 $ 1,820,318

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

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

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

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

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

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

Three Months Ended Nine Months Ended

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

(in thousands)

Point-of-Sale and Software Solutions $ 343,361 $ 380,603 $ 1,039,893 $ 1,150,372

Integrated and Embedded Solutions 879,783 823,466 2,538,284 2,379,691

Core Payments Solutions 784,493 793,591 2,194,894 2,272,717

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

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

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

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

Balance Sheet Location September 30, 2025 December 31, 2024

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

For the three months ended March 31, 2026 and 2025, substantially all of our revenues were recognized over time.

Supplemental balance sheet information related to contracts from customers as of March 31, 2026 and December 31, 2025 was as follows:

Balance Sheet Location March 31, 2026 December 31, 2025

(in thousands)

5 unchanged sentences

Contract liabilities, net (noncurrent) Other noncurrent liabilities 25,332 19,625

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

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

Revenue recognized for the nine months ended September 30, 2025 and 2024 from contract liability balances at the beginning of each period was $ 175.8 million and $ 153.6 million, respectively.

Net contract assets were not material at March 31, 2026, or December 31, 2025.

Revenue recognized for the three months ended March 31, 2026 and 2025 from contract liability balances at the beginning of each period was $ 75.5 million and $ 62.6 million, respectively.

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

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

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

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied as of March 31, 2026.

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

1 unchanged sentence

Year Ending December 31,

2025 $ 93,591

Remainder of 2026 $ 262,109

2032 and thereafter 25,408

1 unchanged sentence

NOTE 5— GOODWILL AND OTHER INTANGIBLE ASSETS

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

September 30, 2025 December 31, 2024

As of March 31, 2026 and December 31, 2025, goodwill and other intangible assets consisted of the following:

March 31, 2026 December 31, 2025

(in thousands)

13 unchanged sentences

$ 20,175,777 $ 4,231,227

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

The following table sets forth the changes in the carrying amount of goodwill for the three months ended March 31, 2026:

Merchant Solutions

4 unchanged sentences

Measurement period adjustments ( 784 )

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

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

Balance at March 31, 2026 $ 27,082,588

NOTE 6— LONG-TERM DEBT AND LINES OF CREDIT

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

September 30, 2025 December 31, 2024

As of March 31, 2026 and December 31, 2025, long-term debt consisted of the following:

March 31, 2026 December 31, 2025

(in thousands)

2.650 % senior notes due February 15, 2025

$ — $ 999,791

1.200 % senior notes due March 1, 2026

6 unchanged sentences

498,651 498,406

4.550 % senior notes due March 15, 2028

4.450 % senior notes due June 1, 2028

459,520 460,619

4.500 % senior notes due November 15, 2028

1,739,882 1,738,918

3.200 % senior notes due August 15, 2029

6 unchanged sentences

1,686,103 1,685,351

2.900 % senior notes due November 15, 2031

745,281 745,072

5.400 % senior notes due August 15, 2032

744,758 744,552

5.200 % senior notes due November 15, 2032

990,538 990,181

5.400 % senior notes due March 15, 2033

5.550 % senior notes due November 15, 2035

1,729,572 1,730,061

4.150 % senior notes due August 15, 2049

9 unchanged sentences

Revolving credit facility 1,598,000 1,515,000

Commercial paper notes 1,077,513 —

Finance lease liabilities 21,402 21,267

4 unchanged sentences

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

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

At March 31, 2026, the unamortized discount on senior notes and convertible notes was $ 73.1 million, and unamortized debt issuance costs on senior notes and convertible notes were $ 89.8 million.

At December 31, 2025, the unamortized discount on senior notes and convertible notes was $ 71.6 million, and unamortized debt issuance costs on senior notes and convertible notes were $ 91.5 million.

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

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

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

At March 31, 2026 and December 31, 2025, unamortized debt issuance costs on the unsecured revolving credit facility were $ 19.5 million and $ 20.7 million, respectively.

At March 31, 2026, future maturities of long-term debt (excluding finance lease liabilities) were as follows by year (in thousands):

Year Ending December 31,

Remainder of 2026 $ 789,536

2027 1,381,111

2 unchanged sentences

2030 5,376,185

2031 3,674,248

2032 and thereafter 5,500,000

Total $ 22,696,960

On March 5, 2026, we issued $ 1.0 billion aggregate principal amount of senior unsecured notes consisting of the following:

(i) $ 500.0 million aggregate principal amount of 4.550 % senior notes due March 2028 and (ii) $ 500.0 million aggregate principal amount of 5.400 % senior notes due March 2033.

We incurred debt issuance costs of $ 7.7 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 March 15 and September 15 of each year, commencing September 15, 2026.

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

We used the net proceeds from this offering to repay outstanding indebtedness and for general corporate purposes.

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.

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

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

Convertible Notes

3 unchanged sentences

Interest on the convertible notes is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2024, to the holders of record on the preceding February 15 and August 15, respectively.

In connection with the issuance of the notes, we entered into privately negotiated capped call transactions with certain of the initial purchasers of the notes and other financial institutions to cover, subject to customary adjustments, the number of shares of common stock initially underlying the notes.

The economic effect of the capped call transactions is to hedge the potential dilutive effect upon the conversion of the notes, or offset our cash obligation if the cash settlement option is elected, for amounts in excess of the principal amount of converted notes subject to a cap.

The price of the capped call transactions was $ 228.90 per share.

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

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

1.000 % Convertible Notes due August 15, 2029

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

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

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

3 unchanged sentences

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

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

The Revolving Credit Facility matures in May 2030 and provides

for up to two one-year maturity extensions.

The credit agreement provides 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.

Commitments under the Revolving Credit Facility may be increased to an aggregate amount not to exceed $ 7.5 billion.

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

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

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

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

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.

1 unchanged sentence

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

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

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

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

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

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

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

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

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

As of March 31, 2026, there were borrowings of $ 1.6 billion outstanding under the revolving credit facility with an interest rate of 5.1 %, and the total available commitments under the revolving credit facility were $ 4.6 billion.

Committed Bridge Financing

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

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

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

We terminated our bridge facility on November 14, 2025.

Commercial Paper

2 unchanged sentences

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

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

As of March 31, 2026, we had net borrowings under our commercial paper program of $ 1,077.5 million outstanding, presented within long-term debt in our consolidated balance sheet based on our intent and ability to continually refinance on a long-term basis, with a weighted average annual interest rate of 4.3 %.

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

1 unchanged sentence

Fair Value of Long-Term Debt

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

As of September 30, 2025, our 1.500 % convertible notes due March 1, 2031 had a carrying amount of $ 2.0 billion and an estimated fair value of $ 1.8 billion.

The estimated fair values of our senior notes and 1.500 % convertible senior

notes were based on quoted market prices in active markets and are considered to be Level 1 measurements of the fair value hierarchy.

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

As of March 31, 2026, our senior notes had a total carrying amount of $ 16.2 billion and an estimated fair value of $ 14.7 billion.

As of March 31, 2026, our 1.500 % convertible notes due March 1, 2031 had a total carrying amount of $ 2.0 billion and an estimated fair value of $ 1.8 billion.

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

As of March 31, 2026, our 1.000 % convertible notes due August 15, 2029 had a total carrying amount of $ 1.5 billion and an estimated fair value of $ 1.4 billion.

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

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

The fair value of other long-term debt approximated its carrying amount at March 31, 2026.

Compliance with Covenants

1 unchanged sentence

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

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

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

As of March 31, 2026, the required leverage ratio was 4.50 to 1.00.

We were in compliance with all applicable covenants as of March 31, 2026.

Interest Expense

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

Interest expense was $ 239.2 million and $ 144.8 million for the three months ended March 31, 2026 and 2025, respectively.

Subsequent Event

On April 21, 2026, we entered into a term loan agreement with a syndicate of financial institutions as lenders and agents.

The term loan agreement provides for a senior unsecured $ 1.0 billion term loan facility due April 21, 2028 bearing interest at a one-month Secured Overnight Financing Rate ("SOFR") plus 1.05 %.

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

NOTE 7— DERIVATIVES AND HEDGING INSTRUMENTS

4 unchanged sentences

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

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

We recognized a loss on the net investment hedge of $ 68.0 million and $ 9.5 million within foreign currency translation adjustments in other comprehensive income (loss) in our consolidated statements of comprehensive income during the three months ended March 31, 2026 and 2025, respectively.

Interest Rate Swaps

5 unchanged sentences

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

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

September 30, 2025 Range of Maturity Dates at

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

Derivative Financial Instruments Balance Sheet Location Weighted-Average Fixed Rate of Interest at March 31, 2026 Range of Maturity Dates at March 31, 2026 March 31, 2026 December 31, 2025

(in thousands)

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

Interest rate swaps (Notional of $ 1.5 billion at March 31, 2026 and December 31, 2025)

Other noncurrent liabilities 4.26 % April 17, 2027 - August 17, 2027 $ 10,145 $ 18,872

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

Three Months Ended Nine Months Ended

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

The table below presents the effects of our interest rate swaps on our consolidated statements of income and statements of comprehensive income for the three months ended March 31, 2026 and 2025:

Three Months Ended

March 31, 2026 March 31, 2025

(in thousands)

Net unrealized gains (losses) recognized in other comprehensive income (loss) $ 5,930 $ ( 9,371 )

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

As of September 30, 2025, the amount of net unrealized losses in accumulated other comprehensive loss related to our interest rate swaps that is expected to be reclassified into interest expense during the next 12 months was $ 14.1 million.

Net unrealized losses reclassified out of other comprehensive income (loss) to interest expense ( 3,895 ) ( 852 )

Treasury Locks

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

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

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

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

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

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

September 30, 2025 Maturity Date September 30, 2025

(in thousands)

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

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

In the second quarter of 2025, we entered into $ 1.5 billion of notional treasury lock derivative instruments to hedge interest rate risk in anticipation of our future issuance of fixed rate notes at an average fixed rate of 4.53 %.

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

Upon issuance of our senior unsecured notes in November 2025, we terminated the treasury locks and the related accumulated other comprehensive loss will be amortized to interest expense over future periods.

We recognized a deferred settlement liability upon termination of the treasury locks, payable in three equal installments over a 3-year period ending September 2028.

The settlement liability was $ 53.7 million and $ 53.1 million at March 31, 2026 and December 31, 2025, respectively.

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

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2025

Three Months Ended

March 31, 2026

(in thousands)

Net unrealized losses recognized in other comprehensive income (loss) $ ( 587 )

Net unrealized losses reclassified out of other comprehensive income (loss) to interest expense ( 1,236 )

As of March 31, 2026, the amount of net unrealized losses in accumulated other comprehensive loss related to our interest rate swaps and treasury locks that is expected to be reclassified into interest expense during the next 12 months was $ 18.7 million.

NOTE 8— INCOME TAX

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

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

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

For the nine months ended September 30, 2025, our effective income tax rate of 29.3 % differed from the U.S.

statutory rate primarily as a result of deferred tax expense associated with legal entity restructuring in connection with the sale of our Issuer Solutions business and the unfavorable tax effect of the gain on sale of our Payroll Solutions business.

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

For the three and nine months ended September 30, 2024, our effective income tax rates of 17.2 % and 13.8 %, respectively, differed favorably from the U.S.

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

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

For the three months ended March 31, 2026, our effective income tax rate of 5.3 % was lower than the U.S.

statutory rate primarily as a result of tax credits, foreign branch operations, and taxes on foreign earnings, partially offset by the impact of Base Erosion Anti-Abuse Tax.

The Company anticipates realizing the income tax benefit recognized during the period as a result of projected full year income from continuing operations before income taxes and equity in income of equity method investments as well as reversing taxable temporary differences.

For the three months ended March 31, 2025, our effective income tax rate of 16.7 % differed favorably from the U.S.

statutory rate primarily as a result of tax credits and foreign branch operations.

NOTE 9— REDEEMABLE NONCONTROLLING INTERESTS

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

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

As of March 31, 2026, the option is not considered probable of becoming redeemable.

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

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(i) the initial carrying amount, increased or decreased for the noncontrolling interest's share of comprehensive income (loss), capital contributions and distributions or (ii) the redemption price.

The option held by the minority shareholder in Greece, which is redeemable at a price other than fair value, is considered probable of becoming redeemable on December 8, 2025.

The option held by the minority shareholder in Greece, which is redeemable at a price other than fair value, is considered probable of becoming redeemable on June 30, 2026.

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

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

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

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

The redemption option held by the minority shareholder in Poland expired on January 1, 2024, and the redeemable noncontrolling interest was reclassified to nonredeemable noncontrolling interest in our consolidated balance sheet as of January 1, 2024.

Redemption price increases (decreases) recognized in net income attributable to noncontrolling interests in our consolidated statements of income were $ 15.5 million and $( 1.3 ) million for the three months ended March 31, 2026 and 2025, respectively.

NOTE 10— SHAREHOLDERS’ EQUITY

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

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

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

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

This ASR program was completed on September 26, 2025.

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

During the three months ended March 31, 2026 and 2025, we repurchased and retired 7,262,557 and 4,218,350 shares of our common stock, respectively, at a cost, including commissions and applicable excise taxes, of $ 555.8 million and $ 449.0 million, or $ 76.53 and $ 106.45 per share, respectively.

The share repurchase activity for the three months ended March 31, 2026, included the repurchase of 7,262,557 shares at an average price of $ 75.73 per share under an ASR agreement we entered into on February 18, 2026 with a financial institution to repurchase an aggregate of $ 550.0 million of our common stock during the ASR program purchase period.

This ASR program was completed on March 17, 2026.

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

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

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

On October 29, 2025, our board of directors declared a dividend of $ 0.25 per share payable on December 26, 2025 to common shareholders of record as of December 12, 2025.

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

This ASR program was completed on March 11, 2025.

As of March 31, 2026, the remaining amount available under our share repurchase program was $ 1,950.0 million.

On April 30, 2026, our board of directors declared a dividend of $ 0.25 per share payable on June 26, 2026 to common shareholders of record as of June 12, 2026.

On May 6, 2026, we entered into an ASR program to repurchase an aggregate $ 500.0 million of shares of common stock during the program purchase period, which will end prior to June 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.

NOTE 11— SHARE-BASED AWARDS AND STOCK OPTIONS

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

Three Months Ended Nine Months Ended

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

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

Three Months Ended

March 31, 2026 March 31, 2025

(in thousands)

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Share-Based Awards

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

The following table summarizes the changes in unvested restricted stock and performance awards for the three months ended March 31, 2026:

Shares Weighted-Average

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Forfeited ( 231 ) 107.00

Unvested at September 30, 2025 2,513 $ 112.21

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

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

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

Unvested at March 31, 2026 2,189 $ 93.39

The total fair value of restricted stock and performance awards vested during the three months ended March 31, 2026 and 2025 was $ 129.7 million and $ 132.1 million, respectively.

For restricted stock and performance awards, we recognized compensation expens e of $ 18.9 million and $ 35.9 million during the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, there was $ 158.2 million of unrecognized compensation expense related to unvested restricted stock and performance awards that we expect to recognize over a weighted-average period of 1.9 years.

Stock Options

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

The following table summarizes stock option activity for the three months ended March 31, 2026:

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

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Outstanding at December 31, 2025 931 $ 113.43 5.8 $ 0.6

Granted 236 102.25

Forfeited ( 1 ) 80.62

Exercised ( 1 ) 76.99

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

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

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

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

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

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

Outstanding at March 31, 2026 929 $ 113.47 5.5 $ —

Options vested and exercisable at March 31, 2026 712 $ 115.76 4.5 $ —

We recognized compensation expense for stock options of $ 1.8 million and $ 2.5 million during the three months ended March 31, 2026 and 2025, respectively.

The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2026 and 2025 was zero and $ 0.8 million, respectively.

As of March 31, 2026, we had $ 6.6 million o f unrecognized compensation expense related to unvested stock options that we expect to recognize over a weighted-average period of 1.4 years.

There were no stock options granted during the three months ended March 31, 2026.

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

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

Nine Months Ended

September 30, 2025 September 30, 2024

Three Months Ended

March 31, 2025

Risk-free interest rate 4.01 %

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NOTE 12— EARNINGS PER SHARE

Basic earnings per share ("EPS") was computed by dividing net income attributable to Global Payments by the weighted-average number of shares outstanding during the period.

Earnings available to common shareholders is the same as reported net income attributable to Global Payments for all periods presented.

Diluted EPS is computed by dividing net income attributable to Global Payments by the weighted-average number of shares outstanding during the period, including the effect of share-based awards, convertible notes or other potential securities that would have a dilutive effect on EPS.

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

The dilutive share base for the three and nine months ended September 30, 2025 excluded approximately 0.8 million shares related to stock options that would have an antidilutive effect on the computation of diluted EPS.

The dilutive share base for the three and nine months ended September 30, 2024 excluded approximately 0.5 million shares related to stock options that would have an antidilutive effect on the computation of diluted EPS.

Basic earnings (loss) per share ("EPS") was computed by dividing net income (loss) attributable to Global Payments by the weighted-average number of shares outstanding during the period.

Earnings available to common shareholders is the same as reported net income (loss) attributable to Global Payments for all periods presented.

Diluted EPS is computed by dividing net income (loss) attributable to Global Payments by the weighted-average number of shares outstanding during the period, including the effect of share-based awards, convertible notes or other potential securities that would have a dilutive effect on EPS.

All stock options with an exercise price lower than the average market share price of our common stock for the three months ended March 31, 2025 are assumed to have a dilutive effect on EPS.

Due to a net loss for the three months ended March 31, 2026, no incremental shares are included in the computation of diluted loss per share because the effect would be antidilutive.

The dilutive share base for the three months ended March 31, 2026 excluded approximately 0.9 million shares related to stock options that would have an antidilutive effect on the computation of diluted EPS.

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

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

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

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

For the three months ended March 31, 2026, the convertible notes were not included in the computation of diluted loss per share as the effect would have been anti-dilutive.

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

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

Three Months Ended Nine Months Ended

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

The following table sets forth the computations of basic and diluted EPS for continuing and discontinued operations for the three months ended March 31, 2026 and 2025:

Three Months Ended

March 31, 2026 March 31, 2025

(in thousands, except per share data)

Income from continuing operations attributable to Global Payments $ 448,904 $ 286,354 $ 894,770 $ 828,501

Income from discontinued operations attributable to Global Payments 186,305 28,771 287,813 174,691

Net income attributable to Global Payments $ 635,209 $ 315,125 $ 1,182,583 $ 1,003,192

Income (loss) from continuing operations attributable to Global Payments $ ( 213,651 ) $ 228,900

Income (loss) from discontinued operations attributable to Global Payments ( 1,586,227 ) 76,834

Net income (loss) attributable to Global Payments $ ( 1,799,878 ) $ 305,734

Basic weighted-average number of shares outstanding 273,223 246,749

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Diluted weighted-average number of shares outstanding 273,223 247,160

Basic earnings per share attributable to Global Payments:

Basic earnings (loss) per share attributable to Global Payments:

Continuing operations $ ( 0.78 ) $ 0.93

Discontinued operations ( 5.81 ) 0.31

Total basic earnings per share attributable to Global Payments $ 2.65 $ 1.24 $ 4.86 $ 3.93

Diluted earnings per share attributable to Global Payments:

Total basic earnings (loss) per share attributable to Global Payments $ ( 6.59 ) $ 1.24

Diluted earnings (loss) per share attributable to Global Payments:

Continuing operations $ ( 0.78 ) $ 0.93

Discontinued operations ( 5.81 ) 0.31

Total diluted earnings per share attributable to Global Payments $ 2.64 $ 1.24 $ 4.85 $ 3.92

NOTE 12— SUPPLEMENTAL BALANCE SHEET INFORMATION

Total diluted earnings (loss) per share attributable to Global Payments $ ( 6.59 ) $ 1.24

NOTE 13— SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION

Cash, Cash Equivalents and Restricted Cash

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

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

As of March 31, 2026, approximately 75 % of our cash and cash equivalents was held within a small group of financial institutions, primarily large money center banks.

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

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

We have not experienced any losses associated with our balances in such accounts for the three months ended March 31, 2026 and 2025.

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

Restricted cash consists of amounts under legal restriction, amounts deposited by customers for prepaid card transactions and funds held as a liquidity reserve that are subject to local regulatory restrictions requiring appropriate segregation and restriction in their use.

Restricted cash is included in prepaid expenses and other current assets in our consolidated balance sheets with a corresponding liability in accounts payable and accrued liabilities.

Restricted cash consists of amounts deposited by customers for prepaid card transactions, funds held as a liquidity reserve that are subject to local regulatory restrictions requiring appropriate segregation and restriction in their use, and amounts held in escrow on our behalf by a third party.

Restricted cash is included in prepaid expenses and other current assets in our consolidated balance sheets.

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

September 30, 2025 December 31, 2024

March 31, 2026 March 31, 2025

(in thousands)

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Notes Receivable and Allowance for Credit Losses

In connection with the sale of our consumer business in April 2023, we provided seller financing consisting of a first lien seven-year secured term loan facility with an aggregate principal amount of $ 350 million bearing interest at a fixed annual rate of 9.0 % and a second lien twenty-five year secured term loan facility with an aggregate principal amount of $ 325 million bearing interest at a fixed annual rate of 13.0 %.

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

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

As of September 30, 2025 and December 31, 2024 , there was an aggregate principal amount of $ 840.2 million and $ 810.2 million , respectively, outstanding on the notes, including paid-in-kind interest, and the notes are presented net of the allowance for credit losses o f $ 15.2 million wi thin notes receivable in our consolidated balance sheets.

As of December 31, 2025, this note bears PIK interest at a fixed annual rate of 13.0 %.

We recognized interest income of $ 25.2 million and $ 23.5 million on the notes during the three months ended March 31, 2026 and 2025, respectively, as a component of interest and other income in our consolidated statements of income.

As of March 31, 2026 and December 31, 2025 , there was an aggregate principal amount of $ 864.0 million and $ 852.0 million , respectively, outstanding on the notes, including paid-in-kind interest, and the notes are presented net of the allowance for credit losses o f $ 15.2 million wi thin notes receivable in our consolidated balance sheets.

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

The estimated fair value of the notes receivable was $ 852.8 million an d $ 809.3 million as of September 30, 2025 and December 31, 2024, respectively .

The estimated fair value of the notes receivable was $ 850.1 million an d $ 849.8 million as of March 31, 2026 and December 31, 2025, respectively .

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

Visa Preferred Shares

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

In June 2016, Visa Inc.

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

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

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

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

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

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

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

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

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

The converted shares were subsequently sold.

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

Accounts payable and accrued liabilities

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

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

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

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

Through the acquisition of Worldpay, we obtained additional Series B convertible preferred shares of Visa related to the disposal of its ownership interest in Visa Europe to Visa Inc.

in 2016 ("Visa Disposal").

The preferred shares were recognized at the acquisition date of Worldpay at a fair value of zero based on transfer restrictions, Visa's ability to adjust the conversion rate and the estimation uncertainty associated with those factors.

Also, in connection with the Visa Disposal, Worldpay agreed to pay former Worldpay owners in 2027 90 % of the net-of-tax proceeds from the disposal.

The obligation to pay the contingent value rights ("CVR") to the former Worldpay owners for shares previously sold is presented in noncurrent liabilities in our consolidated balance sheet.

The carrying amount of the CVR liability was $ 354.9 million at March 31, 2026.

We remeasure the carrying amount of the CVR liability each reporting period to accrete to the amount due in 2027.

The net change in carrying amount was an increase of $ 3.2 million from the acquisition date of Worldpay through March 31, 2026, and is included in interest and other expense in our consolidated statements of income.

The carrying amount of the CVR liability is determined utilizing a discount rate based on the Company's borrowing rate.

Noncash Investing Activity

For certain business combinations and other acquisitions completed during the three months ended March 31, 2026, consideration of $ 15.0 million is payable in the remainder of 2026 and $ 69.8 million is payable in 2027.

NOTE 14— ACCUMULATED OTHER COMPREHENSIVE LOSS

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

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

(in thousands)

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

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

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

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

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

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

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

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

The changes in the accumulated balances for each component of other comprehensive income (loss) were as follows for the three months ended March 31, 2026 and 2025:

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

(in thousands)

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Other comprehensive income (loss) ( 79,069 ) 7,964 2,058 ( 69,047 )

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

Balance at March 31, 2026 $ ( 136,918 ) $ ( 58,249 ) $ ( 87 ) $ ( 195,254 )

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

Other comprehensive income (loss) 169,852 ( 6,506 ) — 163,346

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

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

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

Other comprehensive income (loss) attributable to noncontrolling interests, which relates only to foreign currency translation, was $( 23.3 ) million and $ 43.6 million for the three months ended March 31, 2026 and 2025, respectively.

NOTE 15— SEGMENT INFORMATION

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

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

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

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

Our Chief Executive Officer is the chief operating decision maker ("CODM").

We evaluate performance and allocate resources based on the operating income of each operating segment.

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

Our Chief Executive Officer is the CODM.

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

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

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

Impairment of goodwill and gains or losses on business dispositions are not included in determining segment operating income.

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

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

Prior to the completion of the Worldpay Acquisition, we operated in one reportable segment, Merchant Solutions, and certain operating overhead, shared costs and share-based compensation costs were included in Corporate, separate from our measure of segment profitability.

As of March 31, 2026 we were still in the process of modifying the design of our operating structure to combine the operations of the acquired Worldpay business with our existing Merchant Solutions business.

Once this process is complete, we will finalize our segment reporting structure based on how our CODM assesses performance and allocates resources.

As a result, we have reported Corporate and the results of operations of Worldpay from the acquisition date to March 31, 2026 within our Merchant Solutions reportable segment.

We will report financial information for our new reportable segments, including prior periods, beginning in the period in which our CODM begins managing the business on the basis of the new structure.

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

Impairment of goodwill and gains or losses on business dispositions are not included in determining segment operating income.

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

The accounting policies of the reportable operating segment are the same as those described in our Annual Report on Form 10-K for the year ended December 31, 2025, and our summary of significant accounting policies in "Note 1—Basis of Presentation and Summary of Significant Accounting Policies."

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

Three Months Ended Nine Months Ended

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

Information on our Merchant Solutions segment, including significant segment expenses, and a reconciliation to consolidated operating income (loss) was as follows for the three months ended March 31, 2026 and 2025:

Three Months Ended

March 31, 2026 March 31, 2025

(in thousands)

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Operating expenses (1) :

Merchant Solutions:

Cost of service $ 1,273,614 $ 495,175

Selling, general and administrative 1,711,714 957,177

Total Merchant Solutions expenses 1,257,650 1,290,113 3,692,051 3,842,271

Corporate 315,864 264,801 843,855 682,783

Operating income (loss) (1) :

Merchant Solutions $ ( 15,646 ) $ 367,966

Corporate ( 315,864 ) ( 264,801 ) ( 843,855 ) ( 682,783 )

Gain on business disposition — 3,993

Consolidated operating income $ 778,014 $ 442,746 $ 1,585,316 $ 1,277,726

Consolidated operating income (loss) $ ( 15,646 ) $ 371,959

Depreciation and amortization (1)

Merchant Solutions $ 294,540 $ 302,699 $ 862,710 $ 894,250

Corporate 8,641 7,714 25,378 18,130

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

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

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

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

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

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

$ 864,757 $ 292,587

(1) Revenues, operating expenses, operating income (loss) and depreciation and amortization reflect the effects of acquired businesses, including the Worldpay Acquisition, from the respective acquisition dates.

See “Note 2—Acquisition” for further discussion.

Operating income (loss) and operating expenses included acq uisition, transformation, and transaction expenses of $ 387.3 million and $ 94.7 million for the three months ended March 31, 2026 and 2025, respectively, which were primarily included within selling, general and administrative expenses.

NOTE 16— COMMITMENTS AND CONTINGENCIES

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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-Q

Item 1. Financial Statements