What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-08 compared with 2025-11-04 · 134 added, 201 removed, 140 unchanged (71% of the section changed)

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

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

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

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

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

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

We also furthered our business strategy through the following key transactions:

• 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 from FIS and affiliates of 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 an 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 as described above.

Our Issuer Solutions business met the criteria to be classified as a discontinued operation in the second quarter of 2025.

Accordingly, the operating results of the Issuer Solutions business have been presented as discontinued operations in our consolidated statements of income for the three and nine months ended September 30, 2025 and 2024.

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

In connection with the agreements, we initially obtained $7.7 billion in committed bridge financing.

Upon the effectiveness of the revolving credit agreement entered into on May 15, 2025 as described in "Note 5—Long-Term Debt and Lines of Credit," we reduced the commitments related to the bridge financing to $6.2 billion.

Both transactions are expected to close in the first quarter of 2026.

• On September 30, 2025, we completed the sale of Heartland Payroll Solutions, Inc.

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

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

Highlights related to our results of continuing operations for the three and nine months ended September 30, 2025 include the following:

• Consolidated revenues were essentially flat at $2,007.6 million and $5,773.1 million for the three and nine months ended September 30, 2025, respectively, compared to $1,997.7 million and $5,802.8 million for the three and nine months ended September 30, 2024, respectively.

• Merchant Solutions segment operating income and operating margin for the three and nine months ended September 30, 2025 increased compared to the prior year primarily due to the favorable effect of cost reduction activities.

• Consolidated operating income for the three and nine months ended September 30, 2025 includes the gain recognized on the sale of the Payroll Sol utions business.

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.

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

Our continuing operations consist of our Merchant Solutions reportable segment.

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.

As of March 31, 2026, the determination of our organizational structure to incorporate Worldpay and the effects on our reportable segments was still in process and therefore, we have reported corporate costs and the results of operations of Worldpay from the acquisition date to March 31, 2026, within our Merchant Solutions reportable segment.

See “Note 2—Acquisition,” “Note 3—Business Dispositions and Discontinued Operations” and "Note 15—Segment Information" in the notes to the accompanying financial statements for further information.

Highlights related to our results of continuing operations for the three months ended March 31, 2026, include the following:

• Revenues for the three months ended March 31, 2026, increased to $2,969.7 million compared to $1,820.3 million for the prior year primarily due to additional revenues from the acquired operations of Worldpay.

• Merchant Solutions segment operating income and operating margin for the three months ended March 31, 2026, decreased compared to the prior year primarily due to an increase in amortization expense from acquired Worldpay intangible assets and higher acquisition and transformation expenses.

Strategy and Business Transformation

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

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

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

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

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

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

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

The acquisition of Worldpay and sale of the Issuer Solutions business further catalyzes our transformation agenda.

Accordingly, following the closing of those transactions, we have combined all transformation and integration activities into one program.

This program is expected to continue over the next few years.

As we focus on executing and delivering integration, separation and transformation initiatives, we have incurred and anticipate incurring incremental expenses related to these activities through 2028.

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

We currently expect our transformation initiatives to generate more than $650 million of annual run-rate operating income benefit by the first half of 2027 and for our Worldpay integration activities to generate $600 million of annual run-rate expense synergies by year-end 2028.

Macroeconomic Effects and Other Global Conditions

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We may also experience the effects of heightened geopolitical and economic instability or increased difficulty of conducting business in a country or region due to actual or potential political or military conflict or action.

We recognize the uncertainty of the macroeconomic environment and cannot predict what impacts the current uncertainty or any developments will have on the economy and our customers.

Certain of our operations are conducted in foreign currencies.

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

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

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

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

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Results of Operations

Beginning in the second quarter of 2025, we present the historical operations of our Issuer Solutions reportable segment as a discontinued operation.

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

See “Note 2—Business Dispositions and Discontinued Operations” in the notes to the accompanying unaudited consolidated financial statements for further information.

Our continuing operations consist of our Merchant Solutions reportable segment, which includes corporate costs and the results of operations of Worldpay since the acquisition date.

Key Drivers of our Results of Operations

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

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

Our operating expenses consist primarily of amortization of intangible assets, the cost of the technology to provide services to our customers and our people costs to support the operations.

Many of those costs do not vary directly with the level of payment transactions we process for our customers, generating operating leverage.

As revenues increase, operating income and operating margin (operating income as a percentage of revenues) generally increase.

We also grow our business through strategic acquisitions of similar businesses.

Our revenues increase from the transaction volume from the customers of the acquired businesses.

As we integrate the businesses, we also are able to improve operating income and operating margin by generating synergies to lower the cost base of those businesses.

Continuing Operations

The following table sets forth key selected financial data for the three months ended September 30, 2025 and 2024, certain data as a percentage of total revenues and the changes between periods in dollars and as a percentage of the prior period amount.

The income statement data for the three months ended September 30, 2025 and 2024 is derived from the accompanying unaudited consolidated financial statements.

The following table sets forth key selected financial data for the three months ended March 31, 2026 and 2025, certain data as a percentage of total revenues and the changes between periods in dollars and as a percentage of the prior-period amount.

The income statement data for the three months ended March 31, 2026 and 2025 is derived from the accompanying unaudited consolidated financial statements.

Three Months Ended

September 30, 2025 % of Revenue (1)

March 31, 2026 % of Revenue (1)

Three Months Ended

September 30, 2024 % of Revenue (1)

Change % Change

(dollar amounts in thousands)

$ 2,007,637 100.0 % $ 1,997,660 100.0 % $ 9,977 0.5 %

Operating expenses (2) :

Cost of service $ 556,682 27.7 % $ 504,563 25.3 % $ 52,119 10.3 %

Selling, general and administrative:

Merchant Solutions $ 700,968 $ 785,550 $ (84,582) (10.8) %

Corporate 315,864 264,801 51,063 19.3 %

Consolidated selling, general and administrative $ 1,016,832 50.6 % $ 1,050,351 52.6 % $ (33,519) (3.2) %

Gain on business disposition (343,891) — (343,891) NM

Consolidated operating expenses $ 1,229,623 61.2 % $ 1,554,914 77.8 % $ (325,291) (20.9) %

Operating income (loss) (2) :

Merchant Solutions $ 749,987 $ 707,547 $ 42,440 6.0 %

Corporate (315,864) (264,801) (51,063) 19.3 %

Gain on business disposition 343,891 — 343,891 NM

Consolidated operating income $ 778,014 38.8 % $ 442,746 22.2 % $ 335,268 75.7 %

Operating margin (2) :

Merchant Solutions 37.4 % 35.4 % 2.0 %

NM = Not meaningful

(1) Percentage amounts may not sum to the total due to rounding.

(2) Revenues, operating expenses, operating income and operating margin 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 included acquisition and transformation expens es 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 three months ended September 30, 2024, Corporate expenses also included charges for employee termination benefits of $56.4 million.

The following table sets forth key selected financial data for the nine months ended September 30, 2025 and 2024, certain data as a percentage of total revenues and the changes between periods in dollars and as a percentage of the prior period amount.

The income statement data for the nine months ended September 30, 2025 and 2024 is derived from the accompanying unaudited consolidated financial statements.

Nine Months Ended

September 30, 2025 % of Revenue (1)

Nine Months Ended

September 30, 2024 % of Revenue (1)

March 31, 2025 % of Revenue (1)

Change % Change

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Selling, general and administrative 1,711,714 57.6 % 957,177 52.6 % 754,537 78.8 %

Merchant Solutions $ 2,147,716 $ 2,334,192 $ (186,476) (8.0) %

Corporate 843,855 682,783 161,072 23.6 %

Consolidated selling, general and administrative $ 2,991,571 51.8 % $ 3,016,975 52.0 % $ (25,404) (0.8) %

Gain on business disposition — (3,993) 3,993 NM

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Merchant Solutions $ (15,646) $ 367,966 $ (383,612) (104.3) %

Corporate (843,855) (682,783) (161,072) 23.6 %

Gain on business disposition — 3,993 (3,993) NM

Consolidated operating income $ 1,585,316 27.5 % $ 1,277,726 22.0 % $ 307,590 24.1 %

Consolidated operating income (loss) $ (15,646) (0.5) % $ 371,959 20.4 % $ (387,605) (104.2) %

Operating margin (2) :

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(1) Percentage amounts may not sum to the total due to rounding.

(2) Revenues, operating expenses, operating income and operating margin 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 included acquisition and transformation expenses of $433.4 million and $236.3 million for the nine months ended September 30, 2025 and 2024, respectively, which were primarily included within Corporate expenses.

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

Revenues from our Merchant Solutions segment increased by $10.0 million, or 0.5%, for the three months ended September 30, 2025 and decreased by $29.7 million, or 0.5%, for the nine months ended September 30, 2025.

For the three and nine months ended September 30, 2025, revenues in our integrated and embedded solutions service line increased $56.3 million and $158.6 million, respectively, or 6.8% and 6.7%, respectively, as payments continue to transition to more embedded and digital native environments.

Revenues in our point of sale and software solutions service line decreased $37.2 million and $110.5 million for the three and nine months ended September 30, 2025, respectively, or 9.8% and 9.6%, respectively.

Excluding the effect of the AdvancedMD business disposed of in December 2024, revenues increased approximately 6% for both the three and nine months ended September 30, 2025 driven by growth in software subscription fees.

Revenues in our core payments solutions service line declined $9.1 million and $77.8 million for the three and nine months ended September 30, 2025, respectively, or 1.1% and 3.4%, respectively, as a result of reduced emphasis on our wholesale business and our exit of certain markets in our Asia Pacific business.

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

See “Note 2—Acquisition” for further discussion.

Operating income (loss) and operat ing 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.

Revenues for the three months ended March 31, 2026 increased by 63.1%, from $1,820.3 million in the prior year to $2,969.7 million, primarily due to additional revenues from the acquired operations of Worldpay.

The Worldpay Acquisition contributed approximately $1.2 billion in revenue growth.

The remaining change was attributable to the effects of business dispositions in 2025 that were not individually significant.

Operating Expenses

Cost of Service.

Cost of service for our Merchant Solutions segment for the three and nine months ended September 30, 2025 increased by $52.1 million and $36.3 million, respectively.

Cost of service as a percentage of revenues was 27.7% and 26.8% for the three and nine months ended September 30, 2025, respectively, compared to 25.3% and 26.0% in the prior year, respectively.

The increase in cost of service was primarily driven by depreciation of capital investments as part of our transformation initiatives.

The disposition of AdvancedMD had the effect of reducing cost of service as a percentage of revenues by 0.4% and 0.3% f or the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024, respectively .

Cost of service for the three months ended March 31, 2026, increased $778.4 million, or 157.2%, to $1,273.6 million from $495.2 million in the prior year, primarily due to additional costs from the acquired operations of Worldpay.

Cost of service as a percentage of segment revenues increased to 42.9% for the three months ended March 31, 2026, from 27.2% in the prior year.

For the three months ended March 31, 2026, the Worldpay Acquisition had the effect of increasing cost of service by approximately $764.1 million and cost of service as a percentage of revenue by 13.9%.

Amortization of Acquired Intangible Assets.

The most significant component of our cost of service is amortization of acquired intangibles, which was $207.6 million and $601.8 million for the three and nine months ended September 30, 2025 , respectively, and $213.8 million and $635.5 million for t he three and nine months ended September 30, 2024, respectively .

As a percentage of cost of service, amortization of acquired intangibles w as 37% and 39% for the three and nine months ended September 30, 2025, respectively, a nd 42% for both the three and nine months ended September 30, 2024 .

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

The decrease in amortization of acquired intangibles in the three and nine months ended September 30, 2025 primarily reflects the effect of the disposition of the AdvancedMD business in December 2024.

The most significant component of our cost of service is amortization of acquired intangible assets, which was $747.2 million and $197.2 million, or approximately 59% and 40% of cost of service, for the three months ended March 31, 2026 and 2025, respectively.

The increase in amortization of acquired intangible assets for the three months ended March 31, 2026, compared to the prior year was due to the effect of the Worldpay Acquisition.

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

Selling, General and Administrative Expenses.

Selling, general and administrative expenses from our Merchant Solutions segment for the three and nine months ended September 30, 2025 decreased by $84.6 million and $186.5 million, respectively, or 10.8% and 8.0%, respectively.

Selling, general and administrative expenses as a percentage of segment revenues was 34.9% and 37.2% for the three and nine months ended September 30, 2025, respectively, compared to 39.3% and 40.2% in the prior yea r, respectively.

The primary driver of the reduction in selling, general and administrative expenses for the three and nine months ended September 30, 2025 was lower compensation and benefits expenses as a result of certain actions taken in 2024 to align our workforce to our new operating model.

Corporate expenses for the three and nine months ended September 30, 2025 increased by $51.1 million and $161.1 million, respectively, or 19.3% and 23.6%, respectively.

The higher amount of corporate expenses was primarily driven by an increase in acquisition and transformation costs of $100.2 million and $197.1 million for the three and nine months ended September 30, 2025, respectively.

This was partially offset by employee termination benefits expense recognized of $56.4 million and $94.1 million for the three and nine months ended September 30, 2024, respectively.

Operating Income and Operating Margin

Consolidated operating income for the three and nine months ended September 30, 2025 was $778.0 million and $1,585.3 million, respectively, compared to $442.7 million and $1,277.7 million in the prior year, respectively.

Consolidated operating margin for the three and nine months ended September 30, 2025 was 38.8% and 27.5%, respectively, compared to 22.2% and 22.0% in the prior year, respectively.

• Consolidated operating income and operating margin for the three and nine months ended September 30, 2025 included the effects of a $343.9 million gain on the sale of Payroll Solutions, which had a favorable effect on operating margin of approximately 17.1% and 6.0% for the three and nine months ended September 30, 2025, respectively;

• Consolidated operating income also reflecte d higher co rporate costs, as described above, which had an unfavorable effect on operating margin of approximat ely 2.5% and 2.8% fo r the three and nine months ended September 30, 2025, respectively;

• Merchant Solutions segment operating income increased $42.4 million and $120.5 million for the three and nine months ended September 30, 2025, respectively, and operating margin increased 2.0% and 2.2%, respectively, primarily due to the favorable effect of cost reduction initiatives as a result of certain actions taken in 2024 to align our workforce to our new operating model.

In addition, the three and nine months ended September 30, 2024 included operating income o f $11.1 million and $34.0 million, respectively, related to the disposed AdvancedMD business.

The disposition had the effect of increasing operat ing margin by 0.5% and 0.4% for t he three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024, respectively .

Selling, general and administrative expenses for the three months ended March 31, 2026, increased by $754.5 million, or 78.8%, to $1,711.7 million from $957.2 million in the prior year, primarily due to additional costs from the acquired operations of Worldpay.

Selling, general and administrative ex penses as a percentage of segment revenues was 57.6% for the three months ended March 31, 2026, compared to 52.6% in the p rior year.

For the three months ended March 31, 2026, the Worldpay Acquisition had the effect of increasing selling, general and administrative expenses by approximately $735.7 million.

Operating Income (Loss) and Operating Margin

Merchant Solutions segment operating loss for the three months ended March 31, 2026, was $15.6 million, compared to income of $368.0 million in the prior year.

Merchant Solutions segment operating margin for the three months ended March 31, 2026, was (0.5)%, compared to 20.2% in the prior year.

Segment operating loss reflected an increase in amortization expense from acquired Worldpay intangible assets and higher acquisition and transformation expenses.

This had an unfavorable effect on operating margin of approximately 27.6% for the three months ended March 31, 2026.

Other Income and Expense, Net

Interest and other income for the three months ended March 31, 2026, decreased $4.5 million to $33.5 million, compared to $38.0 million for the prior year.

Interest and other expense for the three months ended March 31, 2026, increased $93.8 million to $242.4 million, compared to $148.5 million for the prior year, primarily due to an increase in our average outstanding borrowings.

Income Tax Expense

Our effective income tax rates for the three months ended September 30, 2025 and 2024 were 30.4% and 17.2%, respectively.

The changes in our effective tax rates for the three months ended September 30, 2025 from the prior year reflects the tax effect of the gain on disposition of our Payroll Solutions business.

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.

Our effective income tax rates for the nine months ended September 30, 2025 and 2024 were 29.3% and 13.8%, respectively.

The changes in our effective tax rates for the nine months ended September 30, 2025 from the prior year reflects the effect of deferred tax expense recognized associated with legal entity restructuring in connection with the sale of our Issuer Solutions business and the tax effect of the gain on disposition of our Payroll Solutions business.

In addition, the effective income tax rate for the nine months ended September 30, 2024 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 and 2025, our effective income tax rates were 5.3% and 16.7%, respectively.

The decrease in the effective income tax rate was primarily due to the jurisdictional mixture of (loss) income from continuing operations before income taxes and equity in income of equity method investments as well as related tax effects of tax credits, foreign branch operations and other earnings outside the U.S.

These permanent differences, applied against lower income before income taxes in the current quarter, resulted in a decrease to the effective income tax rate.

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

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

The legislation has multiple effective dates beginning in 2025.

The legislation has multiple effective dates from 2025 to 2027.

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

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

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

While we continue to evaluate the effect of these legislative changes as additional guidance becomes available, uncertainty remains regarding the timing and interpretation by tax authorities in affected jurisdictions.

The OBBBA and Pillar Two directive did not have a material effect on our financial statements for the three and nine months ended September 30, 2025, and we are continuing to evaluate the potential effect on future periods.

Income from Continuing Operations

Income from continuing operations was $473.3 million and $928.7 million for the three and nine months ended September 30, 2025, respectively, compared to $303.9 million and $868.8 million for the prior year, respectively, reflecting the changes noted above.

Diluted Earnings per Share - Continuing Operations

Diluted earnings per share was $1.86 and $3.67 for the three and nine months ended September 30, 2025, respectively, compared to $1.13 and $3.24 for the prior year, respectively.

Diluted earnings per share for the three and nine months ended September 30, 2025 reflects the changes in net income noted above as well as a decrease of 14.7 million and 12.3 million, respectively, in diluted weighted-average number of shares outstanding to 240.2 million and 243.6 million shares, respectively, for the three and nine months ended September 30, 2025, compared to 254.9 million and 255.9 million shares for the prior year, respectively.

Discontinued Operations

The following tables set forth key selected financial data for discontinued operations for the three and nine months ended September 30, 2025 and 2024, certain data as a percentage of total revenues and the changes between periods in dollars and as a percentage of the prior-period amount.

The data for the three and nine months ended September 30, 2025 and 2024 is derived from the accompanying unaudited consolidated financial statements.

Three Months Ended

September 30, 2025 % of Revenue (1)

Three Months Ended

September 30, 2024 % of Revenue (1)

Change % Change

(dollar amounts in thousands)

Revenues $ 659,828 $ 621,130 $ 38,698 6.2 %

Operating income $ 250,992 38.0 % $ 32,835 5.3 % $ 218,157 664.4 %

Operating margin 38.0 % 5.3 % 32.7 %

(1) Percentage amounts may not sum to the total due to rounding.

Nine Months Ended

September 30, 2025 % of Revenue (1)

Nine Months Ended

September 30, 2024 % of Revenue (1)

Change % Change

(dollar amounts in thousands)

Revenues $ 1,920,442 $ 1,837,373 $ 83,069 4.5 %

Operating income $ 561,692 29.2 % $ 222,731 12.1 % $ 338,961 152.2 %

Operating margin 29.2 % 12.1 % 17.1 %

(1) Percentage amounts may not sum to the total due to rounding.

Revenues for the three and nine months ended September 30, 2025 increased pri marily due to a $25.4 million and $71.6 million effect of higher transaction volume driven by cardholder activity for the three and nine months ended September 30, 2025, respectively.

Operating Income and Operating Margin

Operating income and operating margin increased for the three and nine months ended September 30, 2025 primarily due to the cessation of depreciation and amortization associated with classification of the assets as held for sale and higher revenues.

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

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

not imposing retaliatory taxes.

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

The OBBBA and Pillar Two directive did not have a material effect on our financial statements for the three months ended March 31, 2026, and we are continuing to evaluate the potential effect on future periods.

Income (Loss) from Continuing Operations

Loss from continuing operations was $192.8 million for the three months ended March 31, 2026, compared to income of $235.9 million for the prior year, reflecting the changes noted above.

Diluted Earnings (Loss) per Share - Continuing Operations

Diluted loss per share was $0.78 for the three months ended March 31, 2026, compared to earnings per share of $0.93 for the prior year.

Diluted loss per share for the three months ended March 31, 2026, reflects the net loss discussion noted above as well as a 26.1 million increase in diluted weighted-average number of shares outstanding to 273.2 million shares for the three months ended March 31, 2026, compared to 247.2 million shares for the prior year.

Liquidity and Capital Resources

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

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

At September 30, 2025, we had cash and cash equivalents totalin g $2,785.3 million.

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

At March 31, 2026, we had cash and cash equivalents totalin g $5,861.3 million.

Of this amount, we considered $2,060.3 million to be available for general purposes, of which $65.1 million is undistributed foreign earnings considered to be indefinitely reinvested outside the U.S.

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Settlement-related cash balances are not restricted in their use;

however, these funds are generally paid out in satisfaction of settlement processing obligations the following day.

however, these funds are generally paid out in satisfaction of settlement processing obligations within three business days.

Merchant Reserves serve as collateral to minimize contingent liabilities associated with any losses that may occur under the merchant's agreement.

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

We also had restricted cash of $251.4 million as of September 30, 2025, representing amounts under legal restriction, amounts deposited by customers for prepaid card transactions and funds held as a liquidity reserve.

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

Operating activities provided net cash of $2,141.4 million a nd $2,174.1 million for the nine months ended September 30, 2025 and 2024, respectively, which reflect net income adjusted for noncash items, including depreciation, amortization and the provision for credit losses, and changes in operating assets and liabilities.

Investing activities provided net cash of $79.6 million for the nine months ended September 30, 2025 and we used net cash in investing activities of $846.6 million during the nine months ended September 30, 2024.

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

During the nine months ended September 30, 2025 and 2024, we used cash of $201.9 million and $373.8 million, respectively, for acquisitions.

We made capital expenditures of $449.6 million and $490.9 million during the nine months ended September 30, 2025 and 2024, respectively.

We also had restricted cash of $263.2 million as of March 31, 2026, representing amounts subject to regulatory or legal restriction in their use, including amounts deposited by customers for prepaid card transactions, funds held as a liquidity reserve, and cash deposits held in escrow on our behalf by third parties.

Operating activities used n et cash o f $288.8 million for the three months ended March 31, 2026 a nd provided net cash of $555.1 million for the three months ended March 31, 2025.

Operating cash flows for the three months ended March 31, 2026 reflect the payment of costs associated with the Transaction and certain liabilities assumed in the acquisition of Worldpay.

Investing activities provided net cash of $5,716.1 million for the three months ended March 31, 2026 and used net cash of $173.1 million for the three months ended March 31, 2025.

The primary source of cash during the three months ended March 31, 2026 was the net proceeds from the sale of our Issuer Solutions business of $7,362.3 million .

During the three months ended March 31, 2026 and 2025, we used cash of $1,389.2 million and $49.9 million, respectively, for acquisitions.

We made capital expenditures of $261.3 million and $127.6 million during the three months ended March 31, 2026 and 2025, respectively.

These investments include software and hardware to support the development of new technologies, infrastructure to support our growing business and the consolidation and enhancement of our operating platforms.

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

We expect to cont inue to make capital investments in the business, and we anticipate capital expenditures to be approximately $700 million during the year ending December 31, 2025.

Additionally, investing cash flows for the nine months ended September 30, 2025 includes the proceeds from the sale of Payroll Solutions.

The net proceeds from business dispositions of $709.7 million during the period is presented net of $269.6 million of customer funds that were transferred to the buyer in the transaction, along with the associated customer liability.

We expect to continue to make capital investments in the business, and we anticipate capital expenditures to be approximately $1.0 billion during the year ending December 31, 2026.

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

Our borrowing arrangements are further described in "Note 6—Long-Term Debt and Lines of Credit" in the notes to the accompanying unaudited consolidated financial statements and below under "Long-Term Debt and Lines of Credit." Financing activities also include cash flows associated with changes in funds held from customers, changes in settlement processing assets and liabilities, common stock repurchase programs and share-based compensation programs, cash distributions made to our shareholders and cash contributions from and distributions to noncontrolling interests.

Net cash used in financing activities was $2,126.0 million and $446.0 million for the nine months ended September 30, 2025 and 2024, respectively.

Proceeds from long-term debt we re $4,899.1 million an d $7,637.9 million for the nine months ended September 30, 2025 and 2024, respectively.

Repayments of long-term debt we re $5,972.8 million and $5,803.0 million for the nine months ended September 30, 2025 and 2024, respectively.

Net cash used in financing activities was $8,410.5 million and $31.5 million for the three months ended March 31, 2026 and 2025, respectively.

Repayments of long-term debt were $13,618.6 million and $2,546.6 million for the three months ended March 31, 2026 and 2025, respectively.

Proceeds from long-term debt were $4,668.0 million and $1,551.0 million for the three months ended March 31, 2026 and 2025, respectively.

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

Changes in settlement processing assets and obligations, net were a source of cash of $139.8 million and $789.7 million for the nine months ended September 30, 2025 and 2024, respectively.

Changes in settlement processing assets and obligations, net were a use of cash of $534.8 million and a source of cash of $479.2 million for the three months ended March 31, 2026 and 2025, respectively.

The change in cash from settlement processing assets and liabilities was due primarily to transaction volume and the timing of month-end.

During the nine months ended September 30, 2024, we had net

repayments of $1,367.9 million under our commercial paper program.

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

During the three months ended March 31, 2026 and 2025, we had net borrowings of $1,077.1 million and $867.6 million, respectively, under our commercial paper program.

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

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

During the nine months ended September 30, 2025 and 2024, we had net borrowings of $439.4 million and net repayments of $184.5 million, respectively, under our settlement lines of credit.

During the three months ended March 31, 2026 and 2025, we had net borrowings of $675.9 million and $223.2 million, respectively, under our settlement lines of credit.

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

During the nine months ended September 30, 2025 and 2024, we us ed $1,191.1 million and $900.0 million, respectively, to repurchase and retire 13,171,490 and 6,972,979 shares of our common stock, respectively.

The share repurchase activity for the 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 us ed $549.9 million and $446.3 million, respectively, to repurchase and retire 7,262,557 and 4,218,350 shares of our common stock, 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.

We paid dividends to our common shareholders of $179.5 million and $190.5 million during the nine months ended September 30, 2025 and 2024, respectively.

We also made distributions to noncontrolling interests of $49.2 million and $29.4 million during the nine months ended September 30, 2025 and 2024, respectively.

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 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.

We paid dividends to our common shareholders of $68.2 million and $61.1 million during the three months ended March 31, 2026 and 2025, respectively.

We also made distributions to noncontrolling interests of $6.0 million a nd $10.3 million during the three months ended March 31, 2026 and 2025, respectively.

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.

Long-Term Debt and Lines of Credit

We have $10.2 billion in aggregate principal amount of senior unsecured notes outstanding as of September 30, 2025, which mature at various dates ranging from March 2026 to August 2052.

We have $16.2 billion in aggregate principal amount of senior unsecured notes outstanding as of March 31, 2026, which mature at various dates ranging from April 2026 to August 2052.

Interest on the senior notes is payable annually or semi-annually at various dates.

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

On 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

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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.

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Revolving Credit Facility

On May 15, 2025, we entered into a credit agreement with Bank of America, N.A., as administrative agent, and a syndicate of financial institutions, as lenders and other agents.

The credit agreement provides for an unsubordinated unsecured $7.25 billion revolving credit facility (the "Revolving Credit Facility"), of which (a) $5.75 billion of commitments have been 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.

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 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.

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

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

In May 2025, all borrowings outstanding under the Prior Credit Facility were either repaid or continued under the Revolving Credit

Facility pursuant to the terms of the new credit agreement.

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

Borrowings under the Revolving Credit Facility will be available to be made in US dollars, euros, sterling, Canadian dollars and, subject to certain conditions, certain other currencies at our option.

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

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

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

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

As of 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 terminated our bridge facility on November 14, 2025.

Commercial Paper

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

As of September 30, 2025, we ha d no borrowings outstanding 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%.

Compliance with Covenants

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

As of 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.

Settlement Lines of Credit

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Accordingly, the amount of the outstanding lines of credit may exceed the stated credit limit.

As of September 30, 2025, a total of $44.3 million of cash on deposit was used to determine the available credit.

As of September 30, 2025, we had an amount of $977.8 million outstanding under these lines of credit with additional capacity to fund settlement of $1,810.0 million.

During the three months ended September 30, 2025, the maximum and average outstanding balances under these lines of credit were $977.8 million and $415.4 million, respectively.

The weighted-average interest rate on these borrowings was 4.72% at September 30, 2025.

Committed Bridge Financing

As of March 31, 2026, a total of $31.6 million of cash on deposit was used to determine the available credit.

As of March 31, 2026, we had $1,010.3 million outstanding under these lines of credit with additional capacity to fund settlement of $2,133.4 million.

During the three months ended March 31, 2026, the maximum and average outstanding balances under these lines of credit were $1,017.4 million and $408.7 million, respectively.

The weighted-average interest rate on these borrowings was 4.64% at March 31, 2026.

Effect of New Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted

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the effects of general economic conditions on our business;

statements about the benefits of our acquisitions or dispositions such as our proposed acquisition of Worldpay and divestiture of our Issuer Solutions business, including future financial and operating results and the successful integration of acquisitions;

our ability to timely complete the acquisition of Worldpay and divestiture of our Issuer Solutions business, including receiving all required regulatory approvals in connection with the transactions;

statements about the completion of anticipated benefits or strategic or operational initiatives;

statements about the benefits of our acquisitions or dispositions such as our recently completed acquisition of Worldpay and divestiture of our Issuer Solutions business, including future financial and operating results and the successful integration of acquisitions;

statements regarding our success and timing in developing and introducing new services and expanding our business;

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Our actual revenues, revenue growth rates and margins, and other results of operations could differ materially from those anticipated in our forward-looking statements as a result of many known and unknown factors, many of which are beyond our ability to predict or control.

Important factors that may otherwise cause actual events or results to differ materially from those anticipated by such forward-looking statements or historical performance include, among others, those discussed in "Item 1A - Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2024, as well as in the other information appearing in this report and other filings we make with the SEC, including this Quarterly Report on Form 10-Q, which we advise you to review.

Important factors that may otherwise cause actual events or results to differ materially from those anticipated by such forward-looking statements or historical performance include, among others, those discussed in "Item 1A - Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2025, as well as in the other information appearing in this report and other filings we make with the SEC, which we advise you to review.

These cautionary statements qualify all of our forward-looking statements, and you are cautioned not to place undue reliance on these forward-looking statements.

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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 2. Management’s Discussion and Analysis