GLOBAL PAYMENTS INC 10-Q

ITEM 2—MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report and the Management’s Discussion and Analysis of Financial Condition and Results of Operations and consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025 . This discussion and analysis contains forward-looking statements about our plans and expectations of what may happen in the future. Forward-looking statements are based on a number of assumptions and estimates that are inherently subject to significant risks and uncertainties, and our actual results could differ materially from the results anticipated by our forward-looking statements. Executive Overview We are a leading payments technology company delivering innovative software and services to our customers globally. 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 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. On January 9, 2026, we acquired 100% of Worldpay Holdco, LLC ("Worldpay") from Fidelity National Information Services, Inc. ("FIS") and affiliates of GTCR LLC ("GTCR") and divested our Issuer Solutions business to FIS. Worldpay is an industry-leading payments technology and solutions company. Consideration paid to GTCR for its ownership interest in Worldpay consisted of (1) approximately $6.0 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. As part of our Worldpay integration, in the second quarter of 2026, we realigned into three reportable segments: Enterprise, Platforms and Small and Medium-Sized Businesses ("SMB"). Through our Enterprise segment, we provide payment and related commerce solutions to large enterprises and multinational clients. Our offerings include card-present and card-not-present payment acceptance, solutions that help businesses accept payments across channels, emerging AI-driven commerce platforms, and other value-added software and service offerings designed to support complex payment environments. Through our Platforms segment, we provide payment and embedded commerce solutions through software partners, integrated software vendors, payment facilitators, marketplaces and other technology-enabled platforms across numerous vertical markets. Our offerings include embedded payment acceptance, payment facilitation services, platform enablement technologies and other value-added commerce solutions. Through our SMB segment, we provide payment, software and related commerce solutions to small and medium-sized businesses (“SMBs”). Our offerings include point-of-sale technologies, business management software and other value-added commerce solutions designed to help our SMB clients operate and grow their businesses. 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. 38 Table of Contents 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 and six months ended June 30, 2026 include the following: • Consolidated revenues for the three months ended June 30, 2026 increased to $3,320.8 million compared to $1,969.3 million for the prior year, and for the six months ended June 30, 2026 increased to $6,290.5 million compared to $3,789.6 million for the prior year, primarily due to additional revenues from the acquisition of the Worldpay business. The Worldpay acquisition also contributed to revenue growth across all three reportable segments. • Enterprise segment operating income increased for the three and six months ended June 30, 2026 compared to the prior year primarily due to incremental operating income from the Worldpay acquisition. • Platforms segment operating income for the three and six months ended June 30, 2026 increased compared to the prior year primarily due to incremental operating income from the Worldpay acquisition. • SMB segment operating income for the three and six months ended June 30, 2026 decreased compared to the prior year primarily due to higher amortization expense related to acquired Worldpay intangible assets. • Consolidated operating income and operating margin for the three and six months ended June 30, 2026 decreased compared to the prior year primarily due to an increase in amortization expense related to acquired Worldpay intangible assets and higher acquisition and integration expenses. The higher amortization expense also resulted in lower operating margins across all three reportable segments. 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 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. 39 Table of Contents Macroeconomic Effects and Other Global Conditions We are exposed to general economic conditions, including the effects of currency fluctuations, inflation, rising interest rates, tariff increases, global trade relations, international tensions, higher rates of unemployment, and other conditions that affect the overall level of consumer, business, and government spending, which could negatively affect our financial performance. When adverse macroeconomic conditions arise, we evaluate where we may be able to implement cost-saving measures, including those related to headcount and discretionary expenses. 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. Certain of our operations are conducted in foreign currencies. Consequently, a portion of our revenues and expenses has been and may continue to be affected by fluctuations in foreign currency exchange rates. A strengthening of the U.S. dollar or other significant fluctuations in foreign currency exchange rates could result in an adverse effect on our future financial results; however, we are unable to predict the extent of the potential effect on our financial results. We have sought to reduce our interest rate risk through the issuance of fixed rate debt in place of variable rate debt and through interest rate swap hedging arrangements that convert a significant portion of the eligible variable rate borrowings under our revolving credit facility to a fixed rate. However, inflationary pressure or interest rate fluctuations could adversely affect our business and financial performance as a result of higher costs and/or lower consumer spending. In addition, continued inflation or a rise in interest rates could have an adverse effect on our future financial results and the recoverability of assets. However, as the future magnitude, duration and effects of these conditions are difficult to predict, we are unable to project the extent of the potential effect on our financial results. 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 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. For a further discussion of trends, uncertainties and other factors that could affect our future operating results, see the section entitled “Risk Factors” in Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2025, and subsequent filings we make with the SEC, including this Quarterly Report on Form 10-Q, and the section entitled “Forward-Looking Statements” in this Quarterly Report on Form 10-Q. Results of Operations We operate our business in three segments: Enterprise, Platforms and SMB. We evaluate performance and allocate resources based on segment operating income, which includes externally generated revenues attributable to the segment less expenses directly related to those revenues. Centrally-managed corporate costs, technology and operations costs, share-based compensation expense, corporate bonus costs, impairment of goodwill, gains or losses on business dispositions and other reconciling items are not included in determining segment operating income. For further information about our reportable segments, see “Note 15—Segment Information” in the notes to the accompanying unaudited consolidated financial statements. 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, 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. 40 Table of Contents 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 June 30, 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 June 30, 2026 and 2025 is derived from the accompanying unaudited consolidated financial statements. Three Months Ended June 30, 2026 % of Revenue (1) Three Months Ended June 30, 2025 % of Revenue (1) Change % Change (dollar amounts in thousands) Revenues (2) : Enterprise $ 838,301 25.2 % $ 149,022 7.6 % $ 689,279 462.5 % Platforms 652,768 19.7 % 287,774 14.6 % 364,994 126.8 % SMB 1,648,952 49.7 % 1,333,423 67.7 % 315,529 23.7 % Other revenues (3) 180,770 5.4 % 199,068 10.1 % (18,298) (9.2) % Consolidated revenues $ 3,320,791 $ 1,969,287 $ 1,351,504 68.6 % Operating expenses (2) : Cost of service 1,293,879 39.0 % 501,772 25.5 % 792,107 157.9 % Selling, general and administrative 1,689,791 50.9 % 1,041,256 52.9 % 648,535 62.3 % Impairment of goodwill — — % 33,218 1.7 % (33,218) (100.0) % Gain on business disposition — — % (267) — % 267 (100.0) % Consolidated operating expenses $ 2,983,670 89.8 % $ 1,575,979 80.0 % $ 1,407,691 89.3 % Operating income (2) : Enterprise $ 247,593 $ 84,305 $ 163,288 193.7 % Platforms 192,794 120,248 72,546 60.3 % SMB 628,460 669,187 (40,727) (6.1) % Other revenues (3) 180,770 199,068 (18,298) (9.2) % Corporate and other expenses (4) (449,966) (396,748) (53,218) 13.4 % Technology, operations and product development expenses (5) (462,530) (249,801) (212,729) 85.2 % Impairment of goodwill — (33,218) 33,218 (100.0) % Gain on business disposition — 267 (267) (100.0) % Consolidated operating income (6) $ 337,121 10.2 % $ 393,308 20.0 % $ (56,187) (14.3) % Operating margin (2) : Enterprise 29.5 % 56.6 % (27.1) % Platforms 29.5 % 41.8 % (12.3) % SMB 38.1 % 50.2 % (12.1) % 41 Table of Contents 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 acquired businesses, including our completed Worldpay Acquisition, from the acquisition dates. See “Note 2—Acquisition” for further discussion. (3) Other revenues primarily consist of revenues related to certain portfolios and relationships that are non-core and are not aligned to our go forward strategy. (4) Comprised of centrally managed corporate functions, including human resources, finance, legal and compliance. These expenses are included within cost of service and selling, general and administrative expenses. (5) Technology, operations and product development expenses relate to functions managed at the corporate level, which support and benefit the overall business. These expenses are included within cost of service and selling, general and administrative expenses. (6) Operating income included acquisition, transformation and transaction expenses of $197.8 million and $133.7 million for the three months ended June 30, 2026 and 2025, respectively, which were primarily included within Corporate and other expenses. 42 Table of Contents The following table sets forth key selected financial data for the six months ended June 30, 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 six months ended June 30, 2026 and 2025 is derived from the accompanying unaudited consolidated financial statements. Six Months Ended June 30, 2026 % of Revenue (1) Six Months Ended June 30, 2025 % of Revenue (1) Change % Change (dollar amounts in thousands) Revenues (2) : Enterprise $ 1,560,690 24.8 % $ 284,499 7.5 % $ 1,276,191 448.6 % Platforms 1,220,854 19.4 % 561,906 14.8 % 658,948 117.3 % SMB 3,152,293 50.1 % 2,546,981 67.2 % 605,312 23.8 % Other revenues (3) 356,636 5.7 % 396,219 10.5 % (39,583) (10.0) % Consolidated revenues $ 6,290,473 $ 3,789,605 $ 2,500,868 66.0 % Operating expenses (2) : Cost of service 2,567,493 40.8 % 996,947 26.3 % 1,570,546 157.5 % Selling, general and administrative 3,401,505 54.1 % 1,998,433 52.7 % 1,403,072 70.2 % Impairment of goodwill — — % 33,218 0.9 % (33,218) (100.0) % Gain on business disposition — — % (4,260) (0.1) % 4,260 (100.0) % Consolidated operating expenses $ 5,968,998 94.9 % $ 3,024,338 79.8 % $ 2,944,660 97.4 % Operating income (2) : Enterprise $ 409,088 $ 154,835 $ 254,253 164.2 % Platforms 359,772 235,451 124,321 52.8 % SMB 1,180,663 1,252,636 (71,973) (5.7) % Other revenues (3) 356,636 396,219 (39,583) (10.0) % Corporate and other expenses (4) (1,093,550) (733,770) (359,780) 49.0 % Technology, operations and product development expenses (5) (891,134) (511,146) (379,988) 74.3 % Impairment of goodwill — (33,218) 33,218 (100.0) % Gain on business disposition — 4,260 (4,260) (100.0) % Consolidated operating income (6) $ 321,475 5.1 % $ 765,267 20.2 % $ (443,792) (58.0) % Operating margin (2) : Enterprise 26.2 % 54.4 % (28.2) % Platforms 29.5 % 41.9 % (12.4) % SMB 37.5 % 49.2 % (11.7) % 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 acquired businesses, including our completed Worldpay Acquisition, from the acquisition dates. See “Note 2—Acquisition” for further discussion. (3) Other revenues primarily consist of revenues related to certain portfolios and relationships that are non-core and are not aligned to our go forward strategy. (4) Comprised of centrally managed corporate functions, including human resources, finance, legal and compliance. These expenses are included within cost of service and selling, general and administrative expenses. 43 Table of Contents (5) Technology, operations and product development expenses relate to functions managed at the corporate level, which support and benefit the overall business. These expenses are included within cost of service and selling, general and administrative expenses. (6) Operating income included acquisition, transformation and transaction expenses of $585.1 million and $228.3 million for the six months ended June 30, 2026 and 2025, respectively, which were primarily included within Corporate and other expenses. Revenues Consolidated revenues for the three months ended June 30, 2026 increased by 68.6% from $1,969.3 million in the prior year to $3,320.8 million, and consolidated revenues for the six months ended June 30, 2026 increased by 66.0% from $3,789.6 million in the prior year to $6,290.5 million. The increase in consolidated revenues was primarily driven by the acquisition of the Worldpay business, which contributed approximately $1.4 billion and $2.6 billion in revenue growth for the three and six months ended June 30, 2026, respectively. The remaining change was attributable to the effects of business dispositions in 2025 that were not individually significant. Enterprise Segment. Revenues from our Enterprise segment for the three months ended June 30, 2026 increased by $689.3 million to $838.3 million from $149.0 million in the prior year. Revenues from our Enterprise segment for the six months ended June 30, 2026 increased by $1,276.2 million to $1,560.7 million from $284.5 million in the prior year. The higher Enterprise segment revenues resulted from growth in card-not-present activity, which increased $549.5 million and $1,016.6 million for the three and six months ended June 30, 2026, respectively, and growth in card-present activity, which increased $139.7 million and $259.6 million for the three and six months ended June 30, 2026, respectively. The revenue increase in both areas was primarily driven by the inclusion of the acquired Worldpay operations. Platforms Segment. Revenues from our Platforms segment for the three months ended June 30, 2026 increased by $365.0 million, or 126.8%, to $652.8 million from $287.8 million in the prior year. Revenues from our Platforms segment for the six months ended June 30, 2026 increased by $658.9 million, or 117.3%, to $1,220.9 million from $561.9 million in the prior year. The higher Platforms segment revenues resulted from growth in the embedded payments service line, which increased $145.6 million and $272.4 million for the three and six months ended June 30, 2026, respectively, and growth in the integrated partners service line, which increased $219.4 million and $386.6 million for the three and six months ended June 30, 2026, respectively. The revenue increase in both service lines was primarily driven by the inclusion of the acquired Worldpay operations. SMB Segment. Revenues from our SMB segment for the three months ended June 30, 2026 increased by $315.5 million, or 23.7%, to $1,649.0 million from $1,333.4 million in the prior year. Revenues from our SMB segment for the six months ended June 30, 2026 increased by $605.3 million, or 23.8%, to $3,152.3 million from $2,547.0 million in the prior year. The higher SMB segment revenues resulted from growth in the Americas, which increased $183.1 million and $332.7 million for the three and six months ended June 30, 2026, respectively, and growth in the rest of the world, which increased $132.4 million and $272.6 million for the three and six months ended June 30, 2026, respectively. The revenue increase in both geographies was primarily driven by the inclusion of the acquired Worldpay operations. Other Revenues . Other revenues for the three months ended June 30, 2026 decreased by $18.3 million, or 9.2%, to $180.8 million from $199.1 million in the prior year. Other revenues for the six months ended June 30, 2026 decreased by $39.6 million, or 10.0%, to $356.6 million from $396.2 million in the prior year. The decrease in other revenues was primarily driven by attrition on non-core portfolios and relationships. 44 Table of Contents Operating Expenses Cost of Service. Cost of service for the three months ended June 30, 2026 increased by $792.1 million, or 157.9%, to $1,293.9 million from $501.8 million in the prior year, and cost of service for the six months ended June 30, 2026 increased by $1,570.5 million, or 157.5%, to $2,567.5 million from $996.9 million in the prior year, primarily due to additional costs from the acquisition of the Worldpay business. Cost of service as a percentage of revenues increased to 39.0% for the three months ended June 30, 2026 from 25.5% in the prior year, and increased to 40.8% for the six months ended June 30, 2026 from 26.3% in the prior year. For the three months ended June 30, 2026, the Worldpay acquisition had the effect of increasing cost of service by approximately $732.4 million and cost of service as a percentage of revenue by 9.7%. For the six months ended June 30, 2026, the Worldpay acquisition had the effect of increasing cost of service by approximately $1,496.5 million and cost of service as a percentage of revenue by 11.7%. Amortization of Acquired Intangible Assets . The most significant component of our cost of service is amortization of acquired intangible assets, which was $757.6 million and $200.7 million, or approximately 59% and 40% of cost of service, for the three months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, amortization of acquired intangible assets was $1,504.7 million and $397.9 million, or approximately 59% and 40% of cost of service, respectively. The increase in amortization of acquired intangible assets for the three and six months ended June 30, 2026 compared to the prior year was due to a higher intangible asset base from intangible assets acquired with the Worldpay acquisition. Selling, General and Administrative Expense. Selling, general and administrative expense for the three months ended June 30, 2026 increased by $648.5 million, or 62.3%, to $1,689.8 million from $1,041.3 million in the prior year, and selling, general and administrative expense for the six months ended June 30, 2026 increased by $1,403.1 million, or 70.2%, to $3,401.5 million from $1,998.4 million in the prior year, primarily due to additional costs from the acquisition of the Worldpay business. Selling, general and administrative expense as a percentage of segment revenues was 50.9% and 52.9% for the three months ended June 30, 2026 and 2025, respectively, and 54.1% and 52.7% for the six months ended June 30, 2026 and 2025, respectively. For the three and six months ended June 30, 2026, the Worldpay acquisition had the effect of increasing selling, general and administrative expense by approximately $792.9 million and $1,528.7 million, respectively. Corporate and Other Expenses . Corporate and other expenses for the three months ended June 30, 2026 increased by $53.2 million, or 13.4%, to $450.0 million from $396.7 million in the prior year, and corporate and other expenses for the six months ended June 30, 2026 increased by $359.8 million, or 49.0%, to $1,093.6 million from $733.8 million in the prior year, primarily driven by the acquisition of the Worldpay business and higher acquisition and integration expenses. Technology, Operations and Product Development Expenses . Technology, operations and product development expenses for the three months ended June 30, 2026 increased by $212.7 million, or 85.2%, to $462.5 million from $249.8 million in the prior year, and technology, operations and product development expenses for the six months ended June 30, 2026 increased by $380.0 million, or 74.3%, to $891.1 million from $511.1 million in the prior year, primarily driven by the acquisition of the Worldpay business. Operating Income and Operating Margin Consolidated operating income for the three and six months ended June 30, 2026 was $337.1 million and $321.5 million, respectively, compared to $393.3 million and $765.3 million, respectively, for the prior year. Operating margin for the three and six months ended June 30, 2026 was 10.2% and 5.1%, respectively, compared to 20.0% and 20.2%, respectively, for the prior year. For the three months ended June 30, 2026: • Consolidated operating income decreased $56.2 million and operating margin decreased 9.8% primarily due to an increase in amortization expense related to acquired Worldpay intangible assets and higher acquisition and integration expenses; 45 Table of Contents • Enterprise segment operating income increased $163.3 million, reflecting incremental operating income from the Worldpay acquisition. Enterprise operating margin decreased 27.1% due to higher amortization expense related to acquired Worldpay intangible assets; • Platforms segment operating income increased $72.5 million, reflecting incremental operating income from the Worldpay acquisition. Platforms operating margin decreased 12.3% due to higher amortization expense related to acquired Worldpay intangible assets; and • SMB segment operating income decreased $40.7 million and operating margin decreased 12.1% due to higher amortization expense related to acquired Worldpay intangible assets. For the six months ended June 30, 2026: • Consolidated operating income decreased $443.8 million and operating margin decreased 15.1% primarily due to an increase in amortization expense related to acquired Worldpay intangible assets and higher acquisition and integration expenses; • Enterprise segment operating income increased $254.3 million, reflecting incremental operating income from the Worldpay acquisition. Enterprise operating margin decreased 28.2% due to higher amortization expense related to acquired Worldpay intangible assets; • Platforms segment operating income increased $124.3 million, reflecting incremental operating income from the Worldpay acquisition. Platforms operating margin decreased 12.4% due to higher amortization expense related to acquired Worldpay intangible assets; and • SMB segment operating income decreased $72.0 million and operating margin decreased 11.7% due to higher amortization expense related to acquired Worldpay intangible assets. Other Income and Expense, Net Interest and other income for the three months ended June 30, 2026 increased $9.2 million to $44.7 million, compared to $35.5 million for the prior year, and increased $4.6 million for the six months ended June 30, 2026 to $78.2 million, compared to $73.6 million for the prior year, primarily due to the acquisition of the Worldpay business. Interest and other expense for the three months ended June 30, 2026 increased $125.0 million to $277.5 million, compared to $152.5 million for the prior year, and increased $218.8 million for the six months ended June 30, 2026 to $519.9 million, compared to $301.1 million for the prior year, primarily due to an increase in our average outstanding borrowings associated with the Worldpay acquisition and higher average interest rates from recent debt refinancing in the first half of 2026. Income Tax Expense Our effective income tax rates for the three months ended June 30, 2026 and 2025 were (4.7)% and 14.8%, respectively. Our effective income tax rates for the six months ended June 30, 2026 and 2025 were 13.9% and 15.7%, respectively. The decrease in the effective income tax rate was primarily due to the jurisdictional mixture of income (loss) from continuing operations before income taxes and 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, 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 from 2025 to 2027. 46 Table of Contents Various foreign taxing jurisdictions enacted local legislation formally adopting the Global Anti-Base Erosion Model Rules ("Pillar Two"), which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development ("OECD") Pillar Two Framework. The Group of Seven (G7) countries have agreed that U.S. Multi-National Entities (“MNEs”) should be excluded from certain aspects of the Pillar Two global minimum tax rules in exchange for the U.S. not imposing retaliatory taxes. On January 5, 2026, the OECD released additional guidance and announced the Side-by-Side package which introduces simplifications and new safe harbors for U.S. MNEs. The OBBBA and Pillar Two directive did not have a material effect on our financial statements for the three and six months ended June 30, 2026, and we are continuing to evaluate the potential effect on future periods. Income (Loss) from Continuing Operations Income (loss) from continuing operations was $130.9 million and $(61.9) million for the three and six months ended June 30, 2026, respectively, compared to income of $255.4 million and $491.3 million for the prior year, respectively, reflecting the changes noted above. Diluted Earnings (Loss) per Share - Continuing Operations Diluted earnings (loss) per share was $0.43 and $(0.36) for the three and six months ended June 30, 2026, respectively, compared to diluted earnings per share of $1.03 and $1.96 for the prior year, respectively. Diluted earnings (loss) per share reflects the net income (loss) discussion noted above as well as an increase in the diluted weighted-average number of shares outstanding to 270.1 million and 271.6 million shares for the three and six months ended June 30, 2026, respectively, compared to 243.6 million and 245.4 million shares for the prior year, respectively. Liquidity and Capital Resources We have numerous sources of capital, including cash on hand and cash flows generated from operations as well as various sources of financing. In the ordinary course of our business, a significant portion of our liquidity comes from operating cash flows and borrowings, including the capacity under our revolving credit facility. Our capital allocation priorities are to pay dividends, to repurchase shares of our common stock, to pursue acquisitions that meet our corporate objectives, to make planned capital investments in our business and to pay principal and interest on our outstanding debt. Our significant contractual cash requirements also include ongoing payments for lease liabilities and contractual obligations related to service arrangements with suppliers for fixed or minimum amounts, which primarily relate to software, technology infrastructure and related services. Commitments under 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." For additional information regarding our other cash commitments and contractual obligations, see "Note 7—Leases" and “Note 19—Commitments and Contingencies” in our Annual Report on Form 10-K for the year ended December 31, 2025. Our capital plan objectives are to support our operational needs and strategic plan for long-term growth while optimizing our cost of capital and financial position. To supplement cash from operating activities, we use a combination of bank financing, such as borrowings under our credit facilities, commercial paper program and senior note issuances, for general corporate purposes and to fund acquisitions. Our commercial paper program provides a cost effective means of addressing our short-term liquidity needs and is backstopped by our revolving credit facility, in that the amount of commercial paper notes outstanding cannot exceed the undrawn portion of our revolving credit facility. Finally, specialized lines of credit are also used in certain of our markets to fund merchant settlement prior to receipt of funds from the card networks. We regularly evaluate our liquidity and capital position relative to cash requirements, and we may elect to raise additional funds in the future through the issuance of debt or equity or by other means. Accumulated cash balances are invested in high-quality, marketable short-term instruments. 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 term and long term. 47 Table of Contents 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 June 30, 2026, we had cash and cash equivalents totalin g $5,409.0 million. Of this amount, we considered $1,697.9 million to be available for general purposes, of which $253.8 million is undistributed foreign earnings considered to be indefinitely reinvested outside the U.S. The available cash of $1,697.9 million does not include the following: (i) settlement-related cash balances, (ii) funds held as collateral for merchant losses ("Merchant Reserves") and (iii) certain funds held for customers. Settlement-related cash balances represent funds that we hold when the incoming amount from the card networks precedes the funding obligation to the merchant. Settlement-related cash balances are not restricted in their use; 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. While this cash is not restricted in its use, we believe that designating this cash as a Merchant Reserve strengthens our fiduciary standing with our member sponsors. Funds held for customers, which are not restricted in their use, include amounts collected before the corresponding obligation is due to be settled to our customers or at their direction. We also had restricted cash of $283.9 million as of June 30, 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 provided n et cash o f $373.8 million and $1,372.6 million for the six months ended June 30, 2026 and 2025, respectively. Operating cash flows for the six months ended June 30, 2026 reflect the payment of costs associated with the acquisition of Worldpay and divestiture of our Issuer Solutions business, along with certain liabilities assumed in the acquisition of Worldpay. Investing activities provided net cash of $5,452.6 million for the six months ended June 30, 2026 and used net cash of $476.8 million for the six months ended June 30, 2025. The primary source of cash during the six months ended June 30, 2026 was the net proceeds from the sale of our Issuer Solutions business of $7,362.3 million. Du ring the six months ended June 30, 2026 and 2025, we used cash of $1,421.5 million and $205.8 million, respectively, for acquisitions. We made capital expenditures of $497.0 million and $279.7 million during the six months ended June 30, 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 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 $9,244.4 million and $522.3 million for the six months ended June 30, 2026 and 2025, respectively. Repayments of long-term debt were $18,055.4 million and $3,769.6 million for the six months ended June 30, 2026 and 2025, respectively. Proceeds from long-term debt were $9,331.1 million and $2,755.1 million for the six months ended June 30, 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 use of cash of $694.2 million and a source of cash of $630.2 million for the six months ended June 30, 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 six months ended June 30, 2026 and 2025, we had borrowings under our commercial paper program of $674.4 million and $797.7 million, respectively. See section "Long-Term Debt and Lines of Credit" below for further discussion of our recent debt transactions. 48 Table of Contents Activity under our settlement lines of credit is affected primarily by timing of month-end and transaction volume. During the six months ended June 30, 2026 and 2025, we had net borrowings under our settlement lines of credit of $827.5 million and $87.6 million, respectively. We repurchase our common stock mainly through open market repurchase plans and, at times, through accelerated share repurchase ("ASR") programs. During the six months ended June 30, 2026 and 2025, we used $1,099.9 million and $691.1 million, respectively, to repurchase and retire 15,220,854 and 7,261,834 shares of our common stock, respectively. The share repurchase activity for the six months ended June 30, 2026 included the repurchase of 7,215,492 shares at an average price of $69.30 per share under an ASR agreement we entered into on May 6, 2026 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 June 8, 2026. The share repurchase activity for the six months ended June 30, 2026 also 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 six months ended June 30, 2025 included the repurchase of 2,449,366 shares at an average price of $102.07 per share under an ASR agreement we entered into on February 13, 2025 with a financial institution to repurchase an aggregate of $250.0 million of our common stock during the ASR program purchase period. This ASR program was completed on March 11, 2025. As of June 30, 2026, the remaining amount available under our share repurchase program was $1,400.0 million. We paid dividends to our common shareholders of $134.7 million and $121.5 million during the six months ended June 30, 2026 and 2025, respectively. We also made distributions to noncontrolling interests of $37.8 million and $30.1 million during the six months ended June 30, 2026 and 2025, respectively. On July 28, 2026, our board of directors declared a dividend of $0.25 per share payable on September 25, 2026 to common shareholders of record as of September 11, 2026. Long-Term Debt and Lines of Credit Senior Notes We have $15.6 billion in aggregate principal amount of senior unsecured notes outstanding as of June 30, 2026, which mature at various dates ranging from January 2027 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, and commenced on May 15, 2026. The debt issuance was completed in connection with the acquisition of Worldpay. 49 Table of Contents Convertible Notes 1.500% Convertible Notes due March 1, 2031 We have $2.0 billion in aggregate principal amount of 1.500% convertible unsecured senior notes due March 2031 that were issued in 2024 through a private placement. The net proceeds from this offering were approximately $1.97 billion reflecting debt issuance costs of $33.5 million, which were capitalized and reflected as a reduction of the related carrying amount of the convertible notes in our consolidated balance sheets. 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. 1.000% Convertible Notes due August 15, 2029 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. The convertible notes mature on August 15, 2029, subject to earlier conversion or repurchase. The notes, which are currently convertible, are presented within long-term debt in our consolidated balance sheets based on our intent and ability to refinance on a long-term basis should a conversion event occur. Term Loan Facility 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 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. As of June 30, 2026, there were borrowings of $1.0 billion outstanding under the term loan facility with an interest rate of 4.7%, and no available commitments under the term loan facility. Revolving Credit Facility 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. 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. The Revolving Credit Facility replaced our previous unsubordinated unsecured $5.75 billion revolving credit facility (the "Prior Credit Facility"), dated as of August 19, 2022, as amended, which was scheduled to mature in August 2027. In May 2025, all borrowings outstanding under the Prior Credit Facility were either repaid or continued under the Revolving Credit Facility pursuant to the terms of the new credit agreement. The Prior Credit Facility was terminated in connection with the execution of the Revolving Credit Facility. 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 June 30, 2026, there were borrowings of $1.6 billion outstanding under the Revolving Credit Facility with an interest rate of 5.0%, and the total available commitments under the Revolving Credit Facility were $5.0 billion. 50 Table of Contents 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 We have a $2.0 billion commercial paper program under which we may issue senior unsecured commercial paper notes with maturities of up to 397 days from the date of issue. The commercial paper program is backstopped by the Revolving Credit Facility, in that the amount of commercial paper notes outstanding cannot exceed the undrawn portion of the Revolving Credit Facility. As such, we could draw on the Revolving Credit Facility to repay commercial paper notes that cannot be rolled over or refinanced with similar debt. Commercial paper notes are expected to be issued at a discount from par, or they may bear interest, each at commercial paper market rates dictated by market conditions at the time of their issuance. The proceeds from issuances of commercial paper notes will be used primarily for general corporate purposes but may also be used for acquisitions, to pay dividends, for debt refinancing or for other purposes. As of June 30, 2026, we had borrowings under our commercial paper program of $674.8 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 The convertible notes include customary covenants and events of default for convertible notes of this type. The revolving credit agreement contains customary affirmative covenants and restrictive covenants, including, among others, financial covenants based on net leverage and interest coverage ratios, and customary events of default. As of June 30, 2026, the required leverage ratio was 4.50 to 1.00. We were in compliance with all applicable covenants as of June 30, 2026. Settlement Lines of Credit In various markets where we do business, we have specialized lines of credit that are restricted for use in funding settlement. The settlement lines of credit generally have variable interest rates, are subject to annual review and are denominated in local currency but may, in some cases, facilitate borrowings in multiple currencies. For certain of our lines of credit, the available credit is increased by the amount of cash we have on deposit in specific accounts with the lender. Accordingly, the amount of the outstanding lines of credit may exceed the stated credit limit. As of June 30, 2026, a total of $29.6 million of cash on deposit was used to determine the available credit. As of June 30, 2026, we had $1,136.8 million outstanding under these lines of credit with additional capacity to fund settlement of $2,707.7 million. During the three months ended June 30, 2026, the maximum and average outstanding balances under these lines of credit were $1,208.0 million and $451.1 million, respectively. The weighted-average interest rate on these borrowings was 4.79% at June 30, 2026. Effect of New Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standards setting bodies that may affect our current and/or future financial statements. See "Note 1—Basis of Presentation and Summary of Significant Accounting Policies" in the notes to the accompanying unaudited consolidated financial statements for a discussion of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted. 51 Table of Contents Forward-Looking Statements Some of the statements we use in this report, and in some of the documents we incorporate by reference in this report, contain forward-looking statements concerning our business operations, economic performance and financial condition, including, but not limited to, statements we make regarding our business strategy and means to implement the strategy; measures of future results of operations, such as revenues, expenses, operating margins, income tax rates and earnings per share; other operating metrics such as shares outstanding and capital expenditures, liquidity, deleveraging plans and capital available for allocation; statements we make regarding guidance and projected financial results for the year 2026; the effects of general economic conditions on our business; 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; and other statements regarding our future financial performance and our plans, objectives, expectations and intentions. You can sometimes identify forward-looking statements by our use of the words "believes," "anticipates," "expects," "intends," "plan," "forecast," "guidance" and similar expressions. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Although we believe that the plans and expectations reflected in or suggested by our forward-looking statements are reasonable, those statements are based on a number of assumptions, estimates, projections or plans that are inherently subject to significant risks, uncertainties and contingencies, many of which are beyond our control, cannot be foreseen and reflect future business decisions. Accordingly, we cannot guarantee that our plans and expectations will be achieved. 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, 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. Our forward-looking statements speak only as of the date they are made and should not be relied upon as representing our plans and expectations as of any subsequent date. While we may elect to update or revise forward-looking statements at some time in the future, we specifically disclaim any obligation to publicly release the results of any revisions to our forward-looking statements, except as required by law. 52 Table of Contents ITEM 3—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK For a discussion of our exposure to market risk, refer to Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," contained in our Annual Report on Form 10-K for the year ended December 31, 2025.