GPN 10-K & 10-Q changes, risk factors and insider trading

•Our inability to protect our systems and data from continually evolving cybersecurity threats or other technological risks could adversely affect our ability to deliver our services; damage our reputation among our customers, card issuers, financial institutions, card networks, partners and cardholders; adversely affect our continued card network registration or membership and financial institution sponsorship; and expose us to lost revenues, penalties, fines, liabilities, legal claims and defense costs.

•Our revenues from the provision of services to merchants that accept Visa and MastercardMastercard, or any other network, are dependent upon our continued Visa and Mastercard registrations, financial institution sponsorship and, in some cases, continued membership in certain card networks.

•Our future growth depends in part on the continued expansion within the markets in which we already operate, the emergence of and our successful entry into new markets and the continued availability of alliance relationships andas well as strategic acquisition and joint venture opportunities.

•There may be a decline in the use of cards and other digital payments as a payment mechanism for consumers or other adverse developments with respect toaffecting the card industry in general.

•We are subject to economicchanges to the macroeconomic and geopolitical risk,environment, health and social events or conditions, the business cycles and credit risk of our customers and the overall level of consumer, business and government spending, which we cannot control and could adversely affect our business, financial condition, results of operations and cash flows.

•Investor and other stakeholder scrutinyinterest related toin our sustainability practices, and our disclosed performance and aspirations for these practices, maymay, increasefrom coststime to time, result in additional considerations or expectations and expose us to numerous risks.

Our inability to protect our systems and data from continually evolving cybersecurity threats or other technological risks could adversely affect our ability to deliver our services; damage our reputation among our customers, card issuers, financial institutions, card networks, partners and cardholders; adversely affect our continued card network registration or membership and financial institution sponsorship; and expose us to lost revenues, penalties, fines, liabilities, legal claims and defense costs.

We are a regular target of malicious third-party attempts to identify and exploit system vulnerabilities, and/or to penetrate or bypass our security measures, in order to gain unauthorized access to our networks and systems or those of our associated third parties. Such attempts at unauthorized access can lead, and occasionally have led, to the compromise of sensitive, business, personal or confidential information. To mitigate these risks, we follow a defense-in-depth model for cybersecurity, meaning we proactively seek to employ multiple methods at different layers to defend our systems against intrusion and attack and to protect the data we possess. We have adopted policies and procedures,procedures includingas part of our information security program, as well as an incident response plan and oversight of cybersecurity risks by both the board of directors and management oversight of cybersecurity risks,plan, that we believe are designed to facilitate the identification, assessment and management of those risks, including any risks that have the potential to be material. Our information security programprogram, which is designed to address cybersecurity risks and is subject to oversight by both the Board of Directors and management, includes technical, physical and administrative controls that are designed to maintain the confidentiality, integrity and availability of our information and technical assets. However, we cannot provide any assurance that these cybersecurity risk management processes and controls will be fully complied with or effective, and we cannot be certain that these measures or others will always be successful or will always be sufficient to counter, or to rapidly detect, contain and remediate all current and emerging technology threats.

More particularly,specifically, our computer systems and/or our associated third parties’ computer systems have been, and we expect will continue to be, targeted for penetration on a regular basis, and our data protection measures may not prevent, and occasionally have not prevented, unauthorized access. The techniques used to obtain unauthorized access, disable or degrade services or sabotage systems change frequently. These techniques are often difficult to detect and they continually evolve and may become more sophisticated. These threats may be facilitated and exacerbated by the use of AI technologies, which may increase system complexity, expand data usage, and introduce new attack surfaces or modes of exploitation. Threats to our systems and our associated third parties’ systems (such as the use of AI by threat actors in furtherance of cyberattacks) can derive from human error or malicious actions by employees or third parties, including state-sponsored organizations with significant financial and technological resources. In addition, we have experienced and may continue to experience system disruptions or delays caused by computer viruses and other malware or vulnerabilities that could infect our systems or those of our associated third parties. Denial of service, ransomwareransomware, phishing attempts, brute force attacks, exploiting software vulnerabilities (including “zero-day attacks”), supply chain attacks and other events or other methods of attacks could be launched against us for a variety of purposes, including to interfere with our services or to create a diversion for other malicious activities. Our defensive measures may not prevent downtime, unauthorized access or misuse of sensitive data. We have experienced all of the incident types described in this paragraph in the past, and we cannot guarantee that we will be able to detect and prevent all such incidents in the future. While we maintain first- and third-party insurance policies that may provide coverage for certain aspects of cybersecurity risks, such insurance coverage may be insufficient to cover all losses resulting from an incident.

Companies we acquire may also require implementation of additional cybercybersecurity defense controls or processes to align with our information security program and, as a result, there may be a period of heightened risk between the acquisition date and the completion of such implementation. Furthermore, certain of our third-party relationships are subject to our vendor management program and are governed by written contracts that contain requirements relating to information security. We believe we have designed our risk identification, assessment and management processes and procedures to account for cybersecurity risks associated with our use of third-party service providers. However, we do not control the actions of our associated third parties, and any disruptions in their services caused by cyberattackscybersecurity attacks and/or security breaches could adversely affect our ability to service our customers or otherwise conduct our business.

In addition, weWe impose contractual requirements on our counterparties, including vendors and other third parties, to comply with applicable privacy and security laws related to the use and security of sensitive or personal information. We cannot provide assurances that these contractual requirements will be followed or will be adequate to prevent the misuse of this data. We have occasionally received notifications from third parties informing us that our data stored on their systems has been accessed without authorization. Any future misuse or compromise of personal information stored on those systems, or any other failure by a vendor, partner or other third party to abide by our contractual requirements, could expose us to regulatory fines, third-party liability, protracted and costly litigation and, with respect to misuse of the personal information of our customers, lost revenue and reputational harm.

Any type of security breach,incident, cyberattack,cybersecurity attack, unintentional or intentional disclosure of sensitive business and personal informationinformation, or misuse of data described above or otherwise, whether experienced by us or an associated third party, could harm our reputation; deter existing and prospective customers from using our services or from making digital payments generally; cause a loss of revenue; increase our operating expenses in order to contain and remediate the incident; expose us to unanticipated or uninsured liability; disrupt our operations (including potential service interruptions); distract our management; increase our risk of litigation or regulatory scrutiny; and result in the imposition of penalties and fines under state, federal and foreign laws or by the card networks; and(which adverselymay affectnot be covered by our continuedinsurance card network registration or membership and financial institution sponsorship.policies). Removal from the networks' lists of Payment Card Industry Data Security Standard ("PCI DSS") compliant service providers could mean that existing customers, sales partners or other third parties could cease using or referring others to our services. Also, prospective merchant customers, financial institutions, sales partners or other third parties could choose to terminate negotiations with us, or delay or choose not to consider us for their processing needs.

In addition, as a global company, we are increasingly subject to complex and varied cybersecurity incident reporting requirements across numerous jurisdictions. With the often short timeframes required for cybercybersecurity incident reporting, there is a risk that the Companywe or itsour associated third parties will fail to meet the reporting deadlines for any given incident. Regardless of where an incident occurs, it may take considerable time for us to investigate and evaluate the full impact of a cybersecurity incident, particularly in the case of a sophisticated attack. These factors may inhibit our ability to provide prompt, full and reliable information about the cybersecurity incident to our customers, partners and regulators, as well as to the public. If we are unable to comply with reporting requirements, we could be subject to monetary damages, civil and criminal penalties, litigation, investigations and proceedings and damage to our reputation.

Our core services are based on software and computing systems that may encounter development delays, and the underlying software may contain undetected errors, viruses, defects or vulnerabilities. The hardware infrastructure on which our systems run may have a faulty componentcomponents or fail. Defects in our software services, underlying hardware or errors or delays in our processing of digital transactions could result in additional development costs, diversion of technical and other resources from our other development efforts and could result in loss of business, loss of credibility with current or potential customers, harm to our reputation and exposure to liability claims. We may not be able to effectively mitigate these risks or to implement new technology to address these risks in a timely fashion.

We depend on the efficient and uninterrupted operation of our computer systems, software, data centers and telecommunications networks, as well as the systems and services of third parties. Not only could we suffer damage to our reputation in the event of a system outage or data loss, but we could also be liable to third parties. ManyCertain of our contractual agreements with financial institutions and certain other customers require the payment of penalties if we do not meet certain operating standards. Our systems and operations or those of our third-party providers could be exposed to damage or interruption from, among other things, fire; climate-related events, including extreme weather events; natural disasters; pandemics; power loss; telecommunications failure; terrorist acts; war; unauthorized entry; maliciouscybersecurity attacks; human error; hardware failure; and computer virusesviruses, vulnerabilities or other defects. We have been and continue to be exposed to defects in our systems or those of third parties, errors or delays in the processing of payment transactions, telecommunications failures, or other difficulties (including those related to system relocation), which could result in loss of revenues, loss of customers, loss of merchant and cardholder data, harm to our business or reputation, exposure to fraud losses or other liabilities, negative publicity, additional operating and development costs, litigation expenses, fines and other sanctions imposed by card networks or regulators and/or diversion of technical and other resources. There is also a risk that third-party suppliers of hardware and infrastructure required to support our employee productivity or our suppliers could be affected by supply chain disruptions,disruptions suchor asdelays manufacturingcaused andby shippingthe delays.events described above. An extended supply chain disruption could also affect the delivery of our services. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, if we are unable to renew or renegotiate our agreements with key suppliers on favorable terms to us or at all, or find alternative third-party providers, our services may be affected. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and cash flows.

AnyWe may be unable to integrate the business of Worldpay successfully or realize the anticipated benefits of the foregoingWorldpay Acquisition, which could haveadversely a material adverse effect onaffect our business, financial condition, results of operations and cash flows.

We operate in the payments technology industry, which is highly competitive and highly innovative. In this industry, our primary competitors include other independent payment processors, credit card processing firms, third-party card processing software institutions, as well as financial institutions, ISOs, payment facilitators and, potentially, card networks. Some of our current and potential competitors may be larger than we are and have greater financial and operational resources or brand recognition than we have. Our competitors that are financial institutions or subsidiaries of financial institutions do not incur the costs associated with being sponsored by a direct member for participation in the card networks, as we do in certain jurisdictions, and may be able to settle transactions more quickly for merchants than we can. These financial institutions may also provide payment processing services to merchants at lower margins or at a loss in order to generate banking fees from such merchants. It is also possible that larger financial institutions, including some who are customers of ours,institutions could decide to perform in-house some or all of the services that we currently provide or could provide. These attributes may provide them with a competitive advantage in the market.

Furthermore, we are facing increasing competition from nontraditional competitors, including new entrant technology companies, who offer certain innovations in payment methods.method acceptance and processing. Some of these competitors utilize proprietary software and service solutions. Some of these nontraditional competitors have significant financial resources and robust networks and are highly regarded by consumers. In addition, some nontraditional competitors, such as private companies or startup companies, may be less risk averse than we are and, therefore, may be able to respond more quickly to market demands. These competitors may compete in ways that minimize or remove the role of traditional card networks, acquirers, issuers and processors in the digital payments process. If these nontraditional competitors gain a greater share of total digital payments transactions, it could have an adverse effect on our business, financial condition, results of operations and cash flows.

The payments technology industry in which we compete is characterized by rapid technological change, new product introductions, evolving industry standards and changing customer needs. In order to remain competitive, we are continually involved in a number of projects, including the development of new platforms, products, mobile payment applications, ecommerce services and other new offerings emerging in the payments technology industry. These projects carry the risks associated with any development effort, including cost overruns, delays in delivery and implementation and performance problems, which could in turn lead to impairment of long-lived assets associated with projects. In the payments technology industry, these risks are even more acute. Any delay in the delivery and implementation of new services or the failure to differentiate our services could render our services less desirable to customers, or possibly even obsolete. Furthermore, as the market for alternative payment processing services evolves, it may develop too rapidly or not rapidly enough for us to recover the costs we have incurred in developing new services targeted at this market, which could have a material adverse effect on our business, financial condition and results of operations.

Our revenues from the provision of services to merchants that accept Visa and MastercardMastercard, or any other network, are dependent upon our continued Visa and Mastercard registrations, financial institution sponsorship and, in some cases, continued membership in certain card networks.

In order to provide our Visa and Mastercard transaction processing services, we must be either a direct member or registered as a merchant processor or service provider of Visa and Mastercard, respectively. Registration as a merchant processor or service provider is dependent upon our being sponsored by members of each organization in certain jurisdictions. If a sponsor financial institution in any of the markets in which we currently, or in the future may, operate should stop providing sponsorship for us, we would need to find another financial institution to provide those services or we would need to attain direct membership with the card networks, either of which could prove to be difficult and expensive. Relatedly, transitioning to a new sponsor financial institution requires technical development work, which takes time and investments. If we were unable to find a replacement financial institution to provide sponsorship or transition to a new sponsor financial institution in a timely manner or attain direct membership, we may no longer be able to provide processing services to affected and potential customers in that market, which could adversely affect our business, financial condition, results of operations and cash flows. Furthermore, some agreements with our financial institution sponsors give them substantial discretion in approving certain aspects of our business practices, including our solicitation, application and qualification procedures for merchants and the terms of our agreements with merchants. Our sponsors' discretionary actions under these agreements could have a material adverse effect on our business, financial condition and results of operations. In connection with direct membership, the rules and regulations of various card associations and card networks prescribe certain capital requirements. Any increase in the capital level required would limit our use of capital for other purposes.

The termination of our registration, or any changes in the rules of Visa or Mastercard or any other network that would impair our registration or prevent us from providing services to our customers, could require us to stop providing payment processing services or prevent us from successfully submitting transactions to such network, which would make it impossible for us to conduct our business on its current scale. The rules of the card networks may be influenced by card issuers, and some of those issuers also provide acquiring services and may be our competitors. If we fail to comply with the applicable requirements of the card networks, the card networks could seek to fine us, suspend us or terminate our registrations or membership. The termination of our registrations or our membership or our status as a service provider or a merchant processor, or any changes in card association or other network rules or standards, including interpretation and implementation of the rules or standards, that increase the cost of doing business or limit our ability to provide transaction processing services to our customers, could have a material adverse effect on our business, financial condition, results of operations and cash flows. If a merchant fails to comply with the applicable requirements of the card associations and networks, we, the merchant or, in some cases the ISO, could be subject to a variety of fines or penalties that may be levied by the card associations or networks. If we cannot collect or pursue collection of such amounts from the applicable merchant or, in some cases the ISO, we may have to bear the cost of such fines or penalties, resulting in lower earnings for us.

We rely on various financial institutions to provide clearing services in connection with our settlement activities. If such financial institutions should stop providing clearing services, we would have to find other financial institutions to provide those services. If we were unable to find a replacement financial institutioninstitution, we may no longer be able to provide processing services to certain customers, which could adversely affect our business, financial condition, results of operations and cash flows.

We experience attrition in merchant credit and debit card processing volume resulting from several factors, including merchant closures, loss of merchant accounts to our competitors, unsuccessful contract renewal negotiations and account closures that we initiate for various reasons, such as heightened credit risks or contract breaches by merchants. Our referral partners are a significant source of new business. If a referral partner switches to another transaction processor, terminates our services, internalizes payment processing functions that we perform, merges with or is acquired by one of our competitors or shuts down or becomes insolvent, we may no longer receive new merchant referrals from such referral partner, and we risk losing existing merchants that were originally enrolled by the referral partner. We cannot predict the level of attrition in the future, and it could increase. Higher than expectedhistorical attrition could negatively affect our results, which couldmay have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our future growth dependsdepends, in partpart, on the continued expansion within the markets in which we already operate, the emergence of and our successful entry into new markets and the continued availability of alliance relationships andas well as strategic acquisition and joint venture opportunities.

Our future growth and profitability also depend uponon our continuedability expansionto withindeepen theour marketspresence in whichour weexisting currentlymarkets, operate,benefit from the further expansiondevelopment of these markets, and capitalize on the emergence of othernew markets for payment technology and software solutions and our ability to penetrate these markets.solutions. As part of our strategy to achieve this expansion,strategy, we look for acquisition and joint venture opportunities, investments and alliance relationships with other businesses, including referral partners, ISOs and other financial institutions, that will allow us to increase our market penetration, technological capabilities, service offerings and distribution capabilities. We may not be able to successfully identify suitable acquisition, joint venture, investment and alliance candidates in the future,future; and if we do, they may not provide us with the value and benefits we anticipate, which may inhibit our growth prospects and adversely affect our business, financial condition and results of operations.

Our expansion into new markets is also dependent upon our ability to apply our existing technology or to develop new applications to meet the particular service needs of each new market. We may not have adequatethe financial or technological resources necessary to develop effective and secure services and distribution channels that will satisfy the demands of these new markets. If we fail to expand into new and existing markets for payment technology and software solutions, we may not be able to continue to grow our revenues and earnings.

Our ability to acquire other businesses or technologies, make strategic investments or integrate acquired businesses effectively may also be impaired by a variety of factorsfactors, including adverse financial conditions, trade tensions and increased global scrutiny of foreign investments. A number of countries, including the U.S. and countries in Europe and the Asia-Pacific region, have implemented or are considering or have adopted restrictions on foreign investments. Governments may continue to adopttighten or tightenexpand economic sanctions, tariffs or trade restrictions of this nature, and such restrictions could adversely affect our business, financial condition and results of operations.

Furthermore, our future success will depend, in part, upon our ability to integrate and manage our expanded business, which could pose substantial challenges for our management team, including challenges related to the managementmanaging and monitoring of new operations and the associated costs and complexity. We may also face increased scrutiny from governmental authorities if we become a larger business.

There may be a decline in the use of cards and other digital payments as a payment mechanism for consumersconsumers, or other adverse developments with respect toaffecting the card industry in general.

If consumers do not continue to use credit, debit or other digital payment methods of the type we process as a payment mechanism for their transactionstransactions, or if there is a change in the mix of payments between cash, checks, credit cards and debit cards that is adverse to us, it could have a material adverse effect on our business, financial condition, results of operations and cash flows. Consumer credit risk may make it more difficult or expensive for consumers to gain access to credit facilities such as credit cards. RegulatoryIn addition, regulatory changes may result inlead financial institutions seeking to charge their customersimpose additional fees foron the use of credit or debit cards.cards, Suchwhich feescould mayreduce resultcard in decreased use of credit or debit cards by cardholders.usage. In each case, our business, financial condition, results of operations and cash flows could be adversely affected.

In the event a dispute between a cardholder and a merchant is not resolved in favor of the merchant, the transaction is normally charged back to the merchant and the purchase price is credited or otherwise refunded to the cardholder. If we are unable to collect such amounts from the merchant's account or reserve account (if applicable), or if the merchant refuses or is unable, due to closure, bankruptcy or other reasons, to reimburse us for a chargeback, we may bear the loss for the amount of the refund paid to the cardholder. The risk of chargebacks is typically greater with those merchants that promise future delivery of goods and services rather than delivering goods or rendering services at the time of payment. Worldpay provides services to a large portfolio of high risk merchants who promise future delivery of goods and services, and upon our acquisition of Worldpay, we have increased exposure to merchants who present a heightened financial risk to our business. We may experience significant losses from chargebacks in the future. Any increase in chargebacks not paid by our merchants could have a material adverse effect on our business, financial condition, results of operations and cash flows. We have policies to manage merchant-related credit risk and attempt to mitigate such risk by requiring collateral and monitoring transaction activity. These risk mitigation processes and policies do not guarantee that we will not experience losses in connection with merchant chargebacks. Events outside of our control and outside of a merchant’s control, including macroeconomic trends, geopolitical developments, and natural disasters may increase the likelihood of chargebacks to certain merchants and, accordingly, losses to our business. Notwithstanding our programs and policies for managing credit risk, it is possible that a default on such obligations by one or more of our merchants could have a material adverse effect on our business.business, financial condition, results of operations and cash flows.

We have potential liability for fraudulent digital and other payment transactions or credits initiated by merchants or others. Criminals are using increasingly sophisticated methods to engage in illegal activities, such as counterfeiting and fraud. Failure to effectively manage risk and prevent fraud could increase our chargeback losses or cause us to incur other liabilities. It is possible that incidents of fraud could increase in the future. Increases in chargebacks or other liabilities could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with "Item 8 - Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. 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 as a result of many known and unknown factors, including, but not limited to,to those discussed in "“Item 1A -– Risk Factors"” of this Annual Report on Form 10-K. See "Cautionary Notice Regarding Forward-Looking Statements" located above in "Item 1 - Business" of this Annual Report on Form 10-K.

Discussion of our results of operations for the year ended December 31, 20232024 compared to the year ended December 31, 20222023 that havehas been omitted under this item and can be found in "Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" in "Exhibit 99.1" to our AnnualCurrent Report on Form 10-K for the year ended December 31, 2023, which was8-K filed with the United States Securities and Exchange Commission on FebruaryNovember 14,4, 2024.2025.

We have grown organically, as well as through acquisitions, and continue to invest in new technology solutions,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.

•Consolidated revenuesRevenues for the year ended December 31, 20242025 increasedwere toessentially $10,105.9flat at $7,705.9 million, compared to $9,654.4$7,736.0 million for the prior year.year The increase in consolidated revenues was primarily due to growth in transaction volume. The year-over-year favorable effect on revenues fromdespite the EVOeffects business acquired in March 2023 was offset by the unfavorable effect on revenues fromof the dispositions of ourthe gamingAdvanced MD and consumerPayroll businessesSolutions in April 2023.businesses.

•Merchant Solutions and Issuer Solutions segment operating income and operating margin for the year ended December 31, 20242025 increased compared to the prior year primarily due to the favorable effect of increasescost inreduction revenues,activities as certain fixed costs do not varyassociated with revenues.our Merchanttransformation Solutions operating income for the year ended December 31, 2024 also reflected an increase related to the acquired EVO business, as the year ended December 31, 2023 only included the acquisition for a portion of the period.program.

Early inIn 2024, we launched a holistic review of our business to examine our strategy, operations and ability to deliver sustainable performance. We have refreshed our strategy and are focusing our resources, efforts and investments on the areas of the business that will drive the best opportunities for growth.

These strategic, organizational and operational transformation activities are expected to continue over the next few years. As we focus on executing and delivering transformation initiatives, we have incurred and anticipate incurring incremental expenses related to the transformation and potential additional asset impairment charges through earlythe first half of 2027. We are also undertakingcontinue ato strategic review ofassess our business portfolio to evaluate potential assets for disposition to further streamline our business and create value for shareholders.

We also believe new markets will continue to develop and expand in areas that have been previously dominated by paper-based transactions. We expect industries such as education, government and healthcare, as well as recurring payments and business-to-business ("B2B") payments, to continue to see transactions migrate to digital-based solutions. We anticipate that the continued development of new services and technologies, the emergence of new vertical markets and continued expansion of technology-enabled ecommerce and omnichannel solutions, including expanded scale and market reach through new innovative cloud-based capabilities and strategic partnerships, will be a factor in the growth of our business and our revenues in the future. Furthermore, due to its benefits and growth potential, we anticipate the increased exploration of use of AI in the payments industry.

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.

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 harmnegatively 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.

Our revenues for both of our segments are dependent upon the volume of payment transactions we process, cardholder accounts on fileprocess and other factors (referred to herein as "transaction volume"). As the majority of our services are priced as a percentage of transaction value or specified fee per unit or transaction, many under multi-year customer arrangements, our revenues generally grow period-over-period in line with the rate of increase in transaction volume.

Merchant Solutions. The majority of our Merchant Solutions segment revenues isare generated by services priced as a percentage of transaction value or a specified fee per transaction, depending on card type or industry vertical. We also earn software subscription and licensing fees, as well as other fees for specific value-added services that may be unrelated to the number or value of transactions. Merchant Solutions segment revenues depend upon a number of factors, such as demand for and price of our services, the technological competitiveness of our offerings, our reputation for providing timely and reliable service, competition within our industry and general economic conditions.

We provide payment technology and software solutions to customers and fund settlement either directly, in markets where we have direct membership with the payment networks, or through our relationship with a member financial institution in markets where we are sponsored. Revenues are generally recognized as the amount billed to the customer, net of interchange fees and payment network fees. We market our services through a variety of distribution channels, including a direct sales force, trade associations, agent and enterprise software providers and referral arrangements with value-added resellers ("VARs"). We also provide services to merchants referred by ISOs,independent sales organizations ("ISOs"), payment facilitators and financial institutions. In certain of these arrangements, the external partner receives a share of the customer profitability in the form of a monthly residual payment, which is reflected as a component of selling, general and administrative expenses in the accompanying consolidated statements of income.

Issuer Solutions. Issuer Solutions segmentrevenues, revenueswhich are presented in discontinued operations, are primarily derived from long-term processing contracts with financial institutions and other financial services providers. Payment processing services revenues are generated primarily from charges based on the number of accounts on file, transactions and authorizations processed, statements generated and/or mailed, managed services, cards embossed and mailed and other processing services for cardholder accounts on file. Most of these customer contracts have prescribed annual minimums, penalties for early termination and service level agreements that may affect contractual fees if specific service levels are not achieved. Issuer Solutions revenues also include loyalty redemption services, professional services, and fees from B2B payments services and other financial service solutions marketed to businesses, including software-as-a-service (“SaaS”) offerings that automate key procurement processes, provide invoice capture, coding and approval, and enable virtual cards and integrated payments options across a variety of key vertical markets.

Cost of Service. Cost of service consists primarily of salaries, wages and related expenses paid to operations and technology-related personnel, including those who monitor our transaction processing systems and settlement functions; the cost of transaction processing systems, including third-party services; the cost of network telecommunications capability; depreciation and occupancy costs associated with the facilities supporting these functions; amortization of intangible assets; costs to fulfill customer contracts; provisions for operating losses; and, when applicable, integration costs. In our Issuer Solutions segment,business, which is presented as a discontinued operation, cost of service also includes out-of-pocket reimbursable costs, such as postage and other production items.

We have equity method investments, including a 45% interest in China UnionPay Data Services Co., Ltd., which we account for using the equity method of accounting. Equity in income of equity method investments reflectsincludes our proportional share of earnings from these investments.

(2) Revenues, operating expenses, operating income and operating margin reflect the effects of acquired businesses from the respective acquisition dates and the effects of disposed businesses through the respective disposal dates. See “Note 2—Acquisitions” and “Note 3—Business Dispositions and Discontinued Operations” for further discussion.

Operating income included acquisition and integrationtransformation expenses of $211.6$737.5 million and $341.9$308.5 million for the years ended December 31, 20242025 and 2023,2024, respectively, which were primarily included within Corporate selling, general and administrative expenses. For the years ended December 31, 2024 and 2023, operating loss for Corporate also included $13.4 million and $18.5 million, respectively, of other charges related to facilities exit activities.

Merchant Solutions Segment. Revenues from our Merchant Solutions segmentbusiness for the year ended December 31, 20242025 increaseddecreased by $536.9$30.1 million, or 7.5%,0.4%, to $7,688.7$7,705.9 million from $7,151.8$7,736.0 million in the prior year.

MerchantCost Solutionsof Segment.Service. Cost of service from our Merchant Solutions segmentbusiness for the year ended December 31, 20242025 increased by $82.2$79.9 million, or 4.3%,3.9%, to $2,008.1$2,113.4 million from $1,925.9$2,033.5 million in the prior year. Cost of service as a percentage of segment revenues decreasedincreased to 26.1%27.4% for the year ended December 31, 20242025 from 26.9%26.3% in the prior year. The effectsincrease of the acquired EVO business onin cost of service wasincludes an increase of $73.0$71.5 million in the year ended December 31, 2024 comparedrelated to the priorsupport year,of andtransformation aninitiatives. unfavorableThe impactdisposition onof AdvancedMD had the effect of reducing cost of service as a percentage of segment revenues ofby 0.3%.0.2% Costfor ofthe serviceyear asended aDecember percentage31, of2025 revenue was lower due to improved operating leverage and synergies relatedcompared to the EVOyear acquisition.ended December 31, 2024.

Amortization of Acquired Intangible Assets. The most significant component of our cost of service is amortization of acquired intangibles, which was $1,369.3$842.1 million and $1,318.5$842.9 million, or approximately 36%40% and 35%41% of cost of service for the years ended December 31, 20242025 and 2023,2024, respectively. These costs generally do not vary in proportion to changes in revenues, but rather are most significantly affected by acquisition activities. The effects of the acquired EVO business on amortization expense was an increase of $67.6 million for the year ended December 31, 2024.

IssuerSelling, SolutionsGeneral Segment.and Administrative Expenses. Selling, general and administrative expenses from our IssuerMerchant Solutions segmentbusiness for the year ended December 31, 20242025 decreased by $4.8$262.9 million, or 1.9%,8.4%, to $246.2$2,857.3 million from $251.0$3,120.3 million in the prior year. Selling, general and administrative expenses as a percentage of segment revenues was 9.9% for the year ended December 31, 2024, compared to 10.5% in the prior year, primarily due to fixed costs that do not vary with revenues.

•IssuerMerchant Solutions segment operating income increased $32.6$152.9 million and operating margin increased 0.7%2.1% primarily due to the favorable effect of thecost increasereduction ininitiatives revenues, since certain fixed costs do not varyassociated with revenues.our new operating model and transformation initiatives.

Interest and other expense for the year ended December 31, 20242025 decreasedincreased $26.2$46.7 million to $634.0$649.6 million, compared to $660.2$602.9 million for the prior year primarily due to loweran averageincrease interest rates onin outstanding borrowings. Interest and other expense for the year ended December 31, 2023 also included a noncash charge of $15.2 million for the estimated future credit losses on the new seller financing notes receivable.

Our effective income tax rates for the years ended December 31, 20242025 and 20232024 were 15.8%20.0% and 17.9%,15.8%, respectively. The effective tax rate for the year ended December 31, 20242025 was lowerhigher because of the effective tax rateeffects forof the yeargain endedon December 31, 2023 reflects recognitiondisposition of aour Payroll Solutions business. The gain on the dispositionsdisposition of our consumerPayroll andSolutions gaming businessesbusiness for income tax reporting purposes,purposes whileis anhigher aggregate net loss onthan the dispositions was recognizedgain for financial reporting purposes due to the derecognition of goodwill that is not deductible for tax reporting purposes.

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act into law, which, among other things, implemented a 15% corporate alternative minimum tax based on global adjusted financial statement income and a 1% excise tax on share repurchases effective beginning January 1, 2023. The corporate alternative minimum tax did not have a material effect on our reported results, cash flows or financial position. During the year ended December 31, 2024 and 2023, we reflected excise taxes of $15.6 million and $3.9 million, respectively, within equity as part of the cost of common stock repurchased, net of share issuances, during the period.

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 leadingindustry-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.

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.

Highlights related to our results of continuing operations for the three and six months ended MarchJune 31,30, 2026,2026 include the following:

•RevenuesConsolidated revenues for the three months ended MarchJune 31,30, 2026,2026 increased to $2,969.7$3,320.8 million compared to $1,820.3$1,969.3 million for the prior yearyear, 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 acquired operationsacquisition of Worldpay.the Worldpay business. The Worldpay acquisition also contributed to revenue growth across all three reportable segments.

•Merchant SolutionsEnterprise segment operating income and operating marginincreased for the three and six months ended MarchJune 31,30, 2026, decreased2026 compared to the prior year primarily due to anincremental increaseoperating in amortization expenseincome from acquiredthe Worldpay intangible assets and higher acquisition and transformation expenses.acquisition.

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,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.

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.

The following table sets forth key selected financial data for the three months ended MarchJune 31,30, 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-periodprior period amount. The income statement data for the three months ended MarchJune 31,30, 2026 and 2025 is derived from the accompanying unaudited consolidated financial statements.

(2) Revenues, operating expenses, operating income (loss) and depreciationoperating and amortizationmargin reflect the effects of acquired businesses, including our completed Worldpay Acquisition, from the acquisition dates. See “Note 2—Acquisition” for further discussion.

(6) Operating income (loss) and operating expenses included acquisition, transformation,transformation and transaction expenses of $387.3$197.8 million and $94.7$133.7 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, which were primarily included within selling, generalCorporate and administrativeother expenses.

RevenuesConsolidated revenues for the three months ended MarchJune 31,30, 2026 increased by 63.1%,68.6% from $1,820.3$1,969.3 million in the prior year to $2,969.7$3,320.8 million, primarilyand dueconsolidated revenues for the six months ended June 30, 2026 increased by 66.0% from $3,789.6 million in the prior year to additional$6,290.5 million. The increase in consolidated revenues fromwas primarily driven by the acquired operationsacquisition of Worldpay. Thethe Worldpay Acquisitionbusiness, which contributed approximately $1.2$1.4 billion and $2.6 billion in revenue growth.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.

Cost of Service. Cost of service for the three months ended MarchJune 31,30, 2026,2026 increased $778.4by $792.1 million, or 157.2%,157.9%, to $1,273.6$1,293.9 million from $495.2$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 acquired operationsacquisition of Worldpay.the Worldpay business. Cost of service as a percentage of segment revenues increased to 42.9%39.0% for the three months ended MarchJune 31,30, 2026,2026 from 27.2%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 MarchJune 31,30, 2026, the Worldpay Acquisitionacquisition had the effect of increasing cost of service by approximately $764.1$732.4 million and cost of service as a percentage of revenue by 13.9%.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 $747.2$757.6 million and $197.2$200.7 million, or approximately 59% and 40% of cost of service, for the three months ended MarchJune 31,30, 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 MarchJune 31,30, 2026,2026 compared to the prior year was due to thea effecthigher ofintangible asset base from intangible assets acquired with the Worldpay Acquisition. These costs generally do not vary in proportion to changes in revenues, rather they are most significantly affected by acquisition activities.acquisition.

Selling, General and Administrative Expenses.Expense. Selling, general and administrative expensesexpense for the three months ended MarchJune 31,30, 2026,2026 increased by $754.5$648.5 million, or 78.8%,62.3%, to $1,711.7$1,689.8 million from $957.2$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 acquired operationsacquisition of Worldpay.the Worldpay business. Selling, general and administrative expensesexpense as a percentage of segment revenues was 57.6%50.9% and 52.9% for the three months ended MarchJune 31,30, 2026,2026 comparedand to2025, 52.6%respectively, inand 54.1% and 52.7% for the priorsix year.months ended June 30, 2026 and 2025, respectively. For the three and six months ended MarchJune 31,30, 2026, the Worldpay Acquisitionacquisition had the effect of increasing selling, general and administrative expensesexpense by approximately $735.7$792.9 million.million and $1,528.7 million, respectively.

Operating Income (Loss) and Operating Margin

Interest and other expenseincome for the three months ended MarchJune 31,30, 2026,2026 increased $93.8$9.2 million to $242.4$44.7 million, compared to $148.5$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 anthe increaseacquisition inof ourthe averageWorldpay outstanding borrowings.business.

ForOur effective income tax rates for the three months ended MarchJune 31,30, 2026 and 2025,2025 ourwere (4.7)% and 14.8%, respectively. Our effective income tax rates werefor 5.3%the six months ended June 30, 2026 and 16.7%,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) 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,taxes, resulted in a decrease to the effective income tax rate.