GLOBAL PAYMENTS INC (GPN) Business

ITEM 1 - BUSINESS

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

Introduction

We are a leading payments technology company delivering innovative software and services to our customers globally, with worldwide reach spanning North America, Europe, Asia-Pacific and Latin America. The payments technology industry provides financial institutions, businesses and consumers with payment processing services, merchant acceptance solutions and related business management software and value-added services. 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. Headquartered in Georgia with approximately 26,000 team members worldwide, Global Payments is a Fortune 500 company and is a member of the S&P 500. Our common stock is traded on the New York Stock Exchange under the symbol "GPN."

Business Transformation

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

We are in the process of streamlining our organization and operating environments through our transformation program to deliver a global, unified operating company. We are aligning the Global Payments brand identity across our assets and solidifying go-to-market activities under a simplified technology environment. We are harmonizing capabilities to deliver our full suite of differentiated software and commerce enablement solutions to clients globally.

We have consolidated our technology organizations and teams under common leadership to enhance speed and quality of product development with a customer-centric, solutions-led mindset. We have also centralized our operations functions to enhance our servicing model and focus on improving the client journey, leveraging best-in-class technology and providing differentiated service experiences.

In executing and delivering on our transformation initiatives, we have incurred and anticipate incurring incremental expenses related to this program through the first half of 2027, including but not limited to changes to the recoverability of assets and our estimates of remaining useful lives. We also continue to assess our business portfolio to evaluate potential assets for disposition to further streamline our business and create value for shareholders.

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Recent Business Acquisitions and Dispositions

Acquisition of Worldpay Holdco, LLC and Disposition of Issuer Solutions

In January 2026, we acquired 100% of Worldpay Holdco, LLC (“Worldpay”) from Fidelity National Information Services, Inc. (“FIS”) and affiliates of GTCR LLC (“GTCR”) ("Worldpay Acquisition") and divested our Issuer Solutions business to FIS. Worldpay is an industry-leading payments technology and solutions company. Consideration paid to GTCR for its ownership interest in Worldpay consisted of (1) approximately $6.2 billion in cash and (2) 43.3 million shares of Global Payments common stock. Consideration received for the divestiture of our Issuer Solutions business consisted of (1) approximately $7.7 billion in cash and (2) FIS’ ownership interest in Worldpay. The acquisition of Worldpay and divestiture of our Issuer Solutions business occurred simultaneously. Both transactions are subject to customary working capital and other adjustments. We are providing certain transition services to support the Issuer Solutions business as it is integrated with FIS and are also receiving certain transition services from FIS in support of our integration of Worldpay.

Disposition of Heartland Payroll Solutions, Inc.

In September 2025, we completed the sale of Heartland Payroll Solutions, Inc. ("Payroll Solutions"), our payroll business included in our Merchant Solutions segment prior to disposition, to Acrisure, LLC ("Acrisure") for approximately $1.1 billion, including up to $75 million of contingent consideration. In connection with the transaction, we entered into a mutual referral agreement and long-term commercial partnership with Acrisure.

Disposition of AdvancedMD, Inc.

In December 2024, we completed the sale of AdvancedMD, Inc. ("AdvancedMD") for approximately $1.1 billion and up to $125 million of contingent consideration. AdvancedMD is a provider of software-as-a-service solutions to small-to-medium sized ambulatory physician practices in the United States and was included in our Merchant Solutions segment prior to disposition.

See "Note 2—Acquisitions" and “Note 3—Business Dispositions and Discontinued Operations” in the notes to the accompanying consolidated financial statements for further discussion of these and other recent transactions.

Business Segments

Beginning in the second quarter of 2025, the results of our Issuer Solutions business have been reported as discontinued operations and therefore, no longer presented as a reportable segment. Segment information presented is based on our Merchant Solutions reportable segment prior to the acquisition of Worldpay. See "Note 3—Business Dispositions and Discontinued Operations" in the notes to the accompanying consolidated financial statements for further discussion regarding the divestiture of our Issuer Solutions business and "Note 18—Segment Information" for additional information about our segments, including revenues, operating expenses, operating income and depreciation and amortization by segment, as well as financial information about geographic areas in which we operate.

In connection with the acquisition of Worldpay in 2026, we will be revising our organizational structure and related internal management reporting. Therefore, beginning in the first quarter of 2026, our reportable segments will align with that revised structure.

Merchant Solutions Segment

Through our Merchant Solutions segment, we provide payments technology and software solutions globally. Our payment technology solutions are similar around the world in that we enable our customers to accept card, check and digital-based payments. Our comprehensive offerings include, but are not limited to, authorization, settlement and funding services, customer support, chargeback resolution, reconciliation and dispute management services, terminal rental, sales and deployment, payment security services, consolidated billing and reporting.

In addition, we offer a wide array of business management software solutions, including specialty point-of-sale ("POS") software, that streamline business operations to customers in numerous vertical markets. We also provide a variety of commerce enablement solutions and services, including data analytics and customer engagement, human capital management and payroll, accounts receivable automation, inventory management and reporting that assist our customers with driving demand and operating their businesses more efficiently.

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Our value proposition is to provide differentiated, high-quality, responsive and secure services to all our customers. We also focus on providing distinctive customer service from the sales process, to onboarding, to ongoing support across our business. The majority of our revenue is generated by services priced as a percentage of transaction value or a specified fee per transaction, depending on the payment type or the market. We also earn software subscription and licensing fees, as well as other fees for specific value-added services, which may be unrelated to the number or value of transactions.

Distribution Channels

In the Merchant Solutions segment, we actively market and provide our payment services, business management software solutions and other value-added services directly to our customers and through a variety of distribution channels across three business pillars: Point-of-Sale and Software Solutions, Integrated and Embedded Solutions and Core Payments Solutions. We have a wide array and diversity of distribution channels led by one of the premiere direct sales teams in the industry. Additionally, we go to market through our broad-based financial institution partnerships, joint ventures and wholesale and indirect relationships.

Many of our payment solutions are technology-enabled in that they incorporate or are incorporated into innovative, technology-driven solutions, including software solutions, designed to enable merchants to better manage their businesses. Our technology-enabled solutions represent a substantial component of our revenues.

POS and Software Solutions. Our POS and Software Solutions business provide advanced payments technology that is integrated into point-of-sale systems and business management software solutions that we own. We have capabilities in cloud-based POS for restaurant and retail and leading software in other verticals including education (serving colleges, universities, and kindergarten through 12th grade level institutions), real estate (primarily property management), and communities (serving event organizers largely in the health and fitness market). POS and Software Solutions business offers a range of features that are being combined under our Global Payments brand identity across all of our assets. This includes unifying our POS businesses under a common brand, Genius, and leveraging our vast distribution channels to extend it globally.

Integrated and Embedded Solutions. Our Integrated and Embedded Solutions business provides advanced payments technology that is embedded into business management software solutions owned by our technology partners that operate in numerous vertical markets and countries. Further, we also integrate our capabilities with shopping carts, ordering platforms, marketplaces and other digitally-oriented businesses through the same embedded payment stack we leverage with more traditional, vertically-specific independent software vendors. We deliver these capabilities in physical and digital environments seamlessly.

Core Payments Solutions. We offer our core payments solutions through our direct sales forces worldwide, as well as referral partnerships. We offer our payments technology services, software and other commerce enablement solutions directly to customers across numerous verticals in the markets we serve. Although our primary focus is on building durable, direct relationships with merchants, we also provide our services to merchants referred by independent sales organizations ("ISOs") and financial institutions.

Credit and Debit Card Transaction Processing

Credit and debit card transaction processing includes processing the world's major international card brands, including, among others, American Express, Discover Card ("Discover"), JCB, Mastercard, UnionPay International, and Visa, as well as certain domestic debit networks, such as Interac in Canada. Credit and debit networks establish uniform regulations that govern much of the payment card industry. During a typical payment transaction, the merchant and the card issuer do not interface directly with each other, but instead rely on payments technology companies, such as Global Payments, to facilitate transaction processing services, including authorization, electronic draft capture, file transfers to facilitate funds settlement and certain exception-based, back-office support services such as chargeback resolution.

We process funds settlement under two models: a sponsorship model and a direct membership model. Under the sponsorship model, member clearing financial institutions ("Members") sponsor us and require our adherence to the standards of the networks. In these markets, we have sponsorship or depository and clearing agreements with financial institution sponsors. These agreements allow us to route transactions under the Members' control and identification numbers to clear card transactions through Mastercard and Visa. In this model, the standards of the card networks restrict us from performing funds settlement or accessing merchant settlement funds and instead, require that these funds be in the possession of the Member until the merchant has been funded.

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Under the direct membership model, we are direct members in various payment networks, allowing us to process and fund transactions without third-party sponsorship. Under this model, we route and clear transactions directly through the card brand’s network and are not restricted from performing funds settlement. Otherwise, we process these transactions similarly to how we process transactions in the sponsorship model. We are required to adhere to the standards of the various networks in which we are direct members. We maintain relationships with financial institutions, which may also serve as our Member sponsors for other card brands or in other markets, to assist with funds settlement.

How a Card Transaction Works

A typical payment transaction begins when a cardholder presents a card for payment to a merchant, at which time card and transaction information, such as the card identification number, transaction date and transaction amount, is captured and transmitted to our network. The information is captured by a POS terminal card reader or mobile device card reader, which may be sold or leased to the merchant and serviced by us, through a POS device or ecommerce portal by one of a number of services that we offer directly, or through a value-added reseller.

After the card and transaction information is captured, the POS device or ecommerce portal automatically connects to our network through the internet or other communication channel in order to receive authorization of the transaction. For a credit card transaction, authorization services generally refer to the process in which the card issuer indicates whether a particular credit card is authentic and whether the impending transaction amount will cause the cardholder to exceed defined credit limits. In a debit card transaction, we obtain authorization for the transaction from the card issuer through the payment network verifying that the cardholder has access to sufficient funds for the transaction amount.

As an illustration, shown below in the sponsorship model, on a $100.00 card transaction the card issuer may fund the Member, our sponsor, (indirectly through the card network) $98.50 after retaining $1.50 referred to as an interchange fee. The card issuer would seek reimbursement of $100.00 from the cardholder in the cardholder's monthly credit card statement. The Member would, in turn, pay the merchant $100.00. The net settlement after this transaction would require us to advance the $1.50 interchange fee to the Member. After the end of the month, we would bill the merchant a percentage, also known as the merchant discount, of the transaction amount to cover the full amount of the interchange fee and our fee from the transaction. Assuming the merchant discount in the above example is 2%, we bill the merchant $2.00 after the end of the month for the transaction, reimburse ourselves for $1.50 in interchange fees that we have previously funded to the Member and retain $0.50 as our fee for the transaction. Under some arrangements, we remit the net amount of $98.00 to the merchant, rather than funding the full $100.00 and subsequently billing the merchant at the end of the month.

Discount rates vary based on negotiations with merchants and the economic characteristics of transactions and take many forms, such as interchange plus our fee or a bundled rate that includes all fees. Interchange rates also vary based on the economic characteristics of individual transactions. Accordingly, our fee per transaction varies across our merchant base and is subject to change based on changes in discount rates and interchange rates. Our revenues on a transaction generally reflect the merchant discount, less interchange fees and payment network fees. Our profit is revenues less operating expenses, including systems costs to process the transaction and commissions paid to our sales force or external partner. Payment network fees are charged by the card brands, in part, based on the value of transactions processed through their networks.

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Issuer Solutions

Our Issuer Solutions business, which is presented as a discontinued operation, is a leading provider of comprehensive commerce solutions supporting the payment ecosystem for issuers. Our offerings include core processing, enterprise tokenization, cardholder payments, authorizations, card production, document production and archival, contact center services, managed services, fraud strategy, implementation services, consulting solutions and professional services. We also provide specialized solutions such as virtual cards, accounts payable and expense management, commercial processing and real-time alerts.

With the majority of revenues generated from software solutions, our operations serve diverse customer segments, including global, regional, community banks, credit unions, retailers, financial technology companies and neobanks. Our go-to-market approach leverages direct engagement and partnerships with aggregators to deliver innovative service offerings across core processing, commerce enablement, managed services and professional services. Our strategic focus on fraud detection, rewards management and commerce enablement positions us to expand opportunities across these key client segments and drive continued growth.

We have undertaken a comprehensive modernization of the Issuer Solutions business, encompassing both technology and operations. These efforts enable us to deploy our cloud-native products and services across diverse market segments, use cases and geographic regions with increased agility and speed to market, all within a secure and compliant framework. The modernization of our core processing platform allows us to deliver enhanced, unified capabilities, greater operational efficiencies and innovative features for our clients, while also offering our full suite of capabilities in a modular format or as a comprehensive, integrated solution. We completed the development and commercial launches of our modernized client-facing applications in 2025.

Issuer Solutions revenues 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

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contractual fees if specified service levels are not achieved. Issuer Solutions revenues also include software subscription, licensing fees, loyalty redemption services and professional services.

Industry Overview

The payments technology industry provides financial institutions, businesses and consumers with payment processing services, merchant acceptance solutions and related business management software and value-added services. The industry continues to grow as a result of wider merchant acceptance and increased use of credit and debit cards, advances in payment solutions and processing technology and migration to ecommerce, omnichannel and contactless payment solutions. The proliferation of credit and debit cards, as well as other digital payment solutions, has made the acceptance of digital payments a necessity for many businesses, regardless of size, in order to remain competitive. Certain macroeconomic drivers have further accelerated the use of digital payments, the need for development of technologies and digital-based solutions and the expansion of ecommerce, omnichannel and contactless payment solutions. The increased use of cards and the availability of more sophisticated technology services to all market segments have resulted in an increasingly competitive and specialized industry.

Strategy

We seek to become the worldwide partner of choice for commerce solutions by providing our clients with a broad suite of world-class, differentiated products and services that make everyday commerce better. We are also committed to excellence in execution, and delivering flawlessly at scale globally.

We benefit from the adoption of, and transition to, card and digital-based payments and are focused on expanding our share in our existing markets through software and service innovation leveraging our industry-leading direct and distribution channels, as well as through targeted bolt-on acquisitions to improve our offerings and scale. We also seek to enter and expand in markets through acquisitions, alliances and joint ventures around the world where we are best positioned for differentiation and scale.

Consistent with this focus, we are pursuing the following strategic priorities:

•Enhancing our capabilities in cloud-based POS and software solutions in select vertical markets;

•Further investing in our leadership position in integrated payments and embedded solutions where we offer tailored operating models and commercial structures for partners and clients;

•Leveraging our core payments channels globally to build on our broad capabilities, providing further growth opportunities;

•Delivering innovative commerce enablement solutions globally to expand our position as a client-centric, product -led company, including investing in AI capabilities and strategic partnerships to position our platforms to support agent-driven commerce; and

•Enabling frictionless, best-in-class customer experiences, creating longer-term relationships.

Competitive Strengths

We believe that our competitive strengths include the following:

•Technology Solutions - We provide innovative payment technology solutions, as well as enterprise software and other commerce enablement solutions, that enable our customers to operate their businesses more efficiently, increase sales and simplify the payments process, regardless of the channel through which the transaction occurs. We believe our robust technology solutions will continue to differentiate us in the marketplace and position us for continued growth.

•Global Footprint and Distribution - Our worldwide presence allows us to focus our investments on markets with promising gross domestic product fundamentals and favorable secular trends, makes us more attractive to certain customers with international operations and exposes us to emerging innovations that we can adopt globally, while diversifying our economic risk.

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•Scalable Operating Environment and Technology Infrastructure - We operate with a multi-channel, global technology infrastructure that provides scalable and innovative service offerings and a consistent service experience to our merchants, customers, financial institutions and other partners worldwide, while also driving sustainable operating efficiencies.

•Strong, Long-lasting Partner Relationships - We have established strong, long-lasting relationships with many financial institutions, enterprise software providers, value-added resellers and other technology-based payment service providers, which enable us to deliver a set of diverse solutions to our customers.

•Disciplined Acquisition Approach - Our proven track record for selectively and successfully sourcing and closing acquisitions and joint ventures in existing and new markets positions us well for future growth and as an attractive partner for potential acquisition targets.

Competition

We compete with a large variety of companies - financial institutions, financial technology companies, traditional payment providers, new market entrants, and others, both large and small. The markets for the services we provide are highly fragmented and competitive. Many of these providers compete with us across our segment, markets and geographies. Some of these competitors possess greater financial, sales and marketing resources than we do. We expect the payments technology industry to become more competitive over time, as advances in technology enable new entrants, barriers to entry fall and existing providers expand their services, both operationally and geographically.

Our Merchant Solutions segment competes with financial institutions, merchant acquirers and other financial technology companies that provide businesses with merchant acquiring, business management software and related services. In the United States, we compete with a large number of providers, including but not limited to Fiserv, Inc. ("Fiserv"), Chase Paymentech Solutions, LLC, Elavon, Inc., a subsidiary of U.S. Bancorp, Bank of America Merchant Services, Wells Fargo Merchant Services, Toast, Inc., Stripe, Inc. ("Stripe"), Shopify Inc. and Block Inc. ("Block"). While these are our primary competitors in the merchant acquiring space, our vertically focused businesses in the United States compete with numerous other providers in their respective verticals.

Internationally, financial institutions remain the primary providers of payment technology services to merchants, although the outsourcing of these services to third-party service providers is becoming more prevalent. We compete outside the U.S. with financial institutions in the markets in which we operate, as well as providers such as Worldline, Nexi, Adyen, Block and Stripe. We have seen competition internationally increase and expect that trend to continue as new companies enter our markets and existing competitors expand or consolidate their product lines and services.

Issuer Solutions, which is presented as a discontinued operation, encounters competition from other third-party payment card processors, the card brands, core banking platform providers, independent software vendors, B2B providers, and various other firms that deliver services to payment card issuers in the markets we serve, as well as financial institutions who provide such services in-house. Our competitors in this business include, but are not limited to, Fiserv, FIS, Marqeta, Nexi, Worldline, i2c, Bill.com, AvidExchange, Billtrust, Adyen, Stripe and Zeta.

See the section titled “Risk Factors - Risks Related to Our Business Model and Operations” for further information on the competitive and continuously evolving markets we serve.

Safeguarding Our Business

In order to provide our services, we process and store sensitive business information and personal information, which may include credit and debit card numbers, bank account numbers, social security numbers, driver’s license numbers, names and addresses, and other types of personal information or sensitive business information. Some of this information is also processed and stored by financial institutions, merchants and other entities, as well as third-party service providers to whom we outsource certain functions and other agents, which we refer to collectively as our associated third parties. We may have responsibility to the card networks, financial institutions, and in some instances, our merchants, ISOs and/or individuals, for our failure or the failure of our associated third-party service providers (as applicable) to protect this information.

For a further discussion of our approach to cybersecurity, see "Item 1C - Cybersecurity" of this Annual Report on Form 10-K.

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Intellectual Property

Our intellectual property is an important part of our strategy to be a leading provider of payment technology and software solutions. We use a combination of internal policies, intellectual property laws and contractual provisions to protect our proprietary technologies and brands. In addition, to protect our various brands, we seek and maintain registration of U.S. and international patents, copyrights, trade secrets, trademarks, service marks and domain names that align with our brand strategy. We also enforce our trademarks against potential sources of misunderstanding that could harm our brand and ability to compete. In addition to using our intellectual property in our own operations, we grant licenses to certain of our customers to use our intellectual property.

Human Capital Management

Our overall workforce strategies are developed and managed by our Chief People, Culture and Change Officer, who reports to our CEO. More broadly, the Board of Directors and the Compensation Committee of our Board of Directors ("Compensation Committee") provide oversight on certain culture and human capital management topics and succession plans for critical talent. We regularly engage with our team members through a variety of forums, including periodic surveys, to help us understand their perspectives related to workplace culture, engagement, access, talent management and well-being and to inform our human capital strategies and initiatives. The results of these interactions are also leveraged to further develop our talent management initiatives. Moreover, the Board of Directors also reviews critical feedback and receives updates on management’s plans in response thereto.

Team Member Population

As of December 31, 2025, we conducted business around the world, with approximately 26,000 team members living and working in 37 countries. As of December 31, 2025, approximately 50% of our workforce resided in the Americas, 22% in Europe and 28% in Asia Pacific. These team member statistics include Issuer Solutions, which is classified as a discontinued operation in our consolidated financial statements. Many of our team members are highly skilled in technical areas specific to payment technology and software solutions.

Talent Management and Retention

We place an emphasis on attracting and retaining highly skilled team members and having a workforce that is connected to the communities in which we work and live around the world. To that end, we have implemented programs and initiatives focused on enriching new hire experiences, developing team members through extensive training and professional development opportunities, including mentorship and leadership programs, promoting team members’ wellness and safety, and providing flexible work arrangements. Furthermore, we offer comprehensive and competitive pay and benefits packages, including paid parental leave, team member assistance, savings and retirement programs and equity-based awards that vest over a period of time to support retention of key contributors. We also strive to celebrate and recognize the efforts of our team members through a combination of programs, including team appreciation activities and awards programs to honor top performers and notable contributors.

Health and Well-being

The success of our business is connected to the well-being of our team members. Accordingly, we are committed to the health, safety and wellness of our team members worldwide, and we provide team members with various health and wellness programs and benefits, including employee education and assistance programs that focus on physical, financial, family, social and emotional resources.

People, Access and Belonging

We are committed to addressing the ever-changing needs of our team members and finding new ways to continuously enhance our culture. Our human capital strategy is centered around a focus on People, Access and Belonging ("PAB"), which reflects our holistic approach to fostering an inclusive and empowering workplace across our global organization.

These pillars guide our policies, practices and initiatives as we continue shaping a workplace culture that prioritizes engagement, equity and collaboration, empowering individuals across our global footprint. Our Compensation Committee assists the Board of Directors in overseeing the Company’s initiatives embodied in the PAB strategy.

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Employee Growth and Development

Our strategy to develop and retain the best talent includes an emphasis on team member development and training. We provide a variety of training and development opportunities to team members globally, including our online training platform that contains a vast array of tools and application resources for all team members to build learning experiences and skills. In order to help our team members strengthen the skills and behaviors needed for career advancement, our performance management program enables team members to drive their development with a focus on growth, performance, and well-being through regular meetings with their leaders.

Government Regulation

Various aspects of our business are subject to regulation and supervision under federal, state and local laws in the United States and foreign laws, regulations and rules. Many of these regulations and laws are evolving and their applicability and scope, as interpreted by courts and regulators, remain uncertain. These regulations and laws involve a variety of matters, including privacy and information security, data and personal information processing, money-transmission and payment instruments, consumer protection, anti-money laundering and anti-corruption, tax, environmental sustainability (including climate change) and human rights. In addition, we are subject to rules promulgated by the various payment networks, including Nacha, American Express, Discover, Interac, Mastercard and Visa.

Set forth below is a brief summary of some of the significant laws and regulations that apply to us. These descriptions are not exhaustive, and these laws, regulations and rules frequently change and are increasing in number. We are currently in compliance in all material respects with applicable existing legal and regulatory requirements and do not expect that maintaining compliance with these regulations will have a material effect on our capital expenditures, earnings or competitive and financial positions. For additional information about government regulation and laws applicable to our business and the potential risks associated with future changes in laws or regulations, see "Item 1A - Risk Factors" of this Annual Report on Form 10-K.

Dodd-Frank Act

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") restricts the amounts of debit card fees that certain institutions can charge merchants. Pursuant to regulations promulgated by the Federal Reserve Board, debit interchange rates for card issuers with assets of $10 billion or more are capped at $0.21 per transaction and an ad valorem component of 5 basis points to reflect a portion of the issuer's fraud losses plus, for qualifying issuers, an additional $0.01 per transaction in debit interchange for fraud prevention costs.

In addition, the Dodd-Frank Act limits the ability of payment card networks to impose certain restrictions because it allows merchants to: (i) set minimum dollar amounts (not to exceed $10) for the acceptance of a credit card (and allows federal governmental entities and institutions of higher education to set maximum amounts for the acceptance of credit cards) and (ii) provide discounts or incentives to encourage consumers to pay with cash, checks, debit cards or credit cards.

The rules also contain prohibitions on network exclusivity and merchant routing restrictions that require a card issuer to enable at least two unaffiliated networks on each debit card, prohibit card networks from entering into exclusivity arrangements and restrict the ability of issuers or networks to mandate transaction routing requirements. The prohibition on network exclusivity has not significantly affected the Company's ability to pass on network fees and other costs to customers, nor do we expect it to in the future.

Consumer Protection

The Federal Trade Commission (“FTC”) regulates non-bank businesses and, among other things, protects consumers against unfair and deceptive practices. We provide payment processing services to businesses, but because our services enable consumer commerce and consumer spending, the FTC may regulate our business and services. The FTC may determine that our business engages in unfair or deceptive practices which harm consumers, that we have enabled merchant fraud by failing to establish sufficient fraud monitoring and fraud prevention policies, or that we deploy deceptive marketing strategies which fail to accurately describe our services, fees, pricing, or the allocation of risks to our customers and to consumers. The FTC could bring an action against our business, which could result in monetary sanctions, mandates to terminate certain services, enhanced monitoring and compliance requirements, and reputational damage.

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The Consumer Financial Protection Bureau ("CFPB"), which has responsibility for enforcing federal consumer protection laws, and the Financial Stability Oversight Council, which has the authority to determine whether any nonbank financial company, such as us, should be supervised by the Board of Governors of the Federal Reserve System (the "Federal Reserve") on the ground that it is "systemically important" to the U.S. financial system. Accordingly, we may be subject to additional systemic risk-related oversight in the future. The CFPB has significant authority to regulate consumer financial products or services in the U.S., including consumer payments, and similar products or services.

Furthermore, certain of our businesses are regulated as money transmitters or otherwise require licensing in one or more states or jurisdictions, subjecting us to various licensing, supervisory and other requirements.

Financial Institution Regulations

Certain of our subsidiaries hold payment institution ("PI") licenses. These subsidiaries are subject to regulation and oversight in the jurisdictions in which they operate. Company subsidiaries hold PI licenses in Poland, Greece, Germany, Spain, Malta and the Czech Republic, as well as similar licenses in the United Kingdom. As a PI license holder, the relevant subsidiary is subject to regulation and oversight in the applicable jurisdiction, which may include, among other obligations, a requirement to maintain specific regulatory capital and adhere to certain rules regarding the conduct and operation of its business. The revised Payment Services Directive and the requirements under the Digital Operational Resilience Act ("DORA") and reporting obligations in respect of the Central Electronic System of Payment Information came into effect in January 2025 and introduced a broad set of requirements applicable to financial institutions, including our European PIs, concerning the security of network and information systems supporting their business processes, in particular in relation to the management of information communication and technology ("ICT") risks. There is also regulatory supervision of ICT service providers designated as “critical” by the European Supervisory Authorities.

Because the Issuer Solutions business provides digital payment processing services to banks and other financial institutions, we may be subject to examination by the Federal Financial Institutions Examination Council (the "FFIEC"), an interagency body comprised primarily of federal banking regulators, and is also subject to supervision or examination, as may be applicable, by various state and international financial regulatory agencies that supervise and regulate the financial institutions to whom we provide digital payment processing and other payment related services. The FFIEC examines large data processors in order to identify and mitigate risks associated with systemically significant service providers, including specifically the risks they may pose to the banking industry.

Privacy, Information Security and Other Business Practices Regulation

Aspects of our business are subject, directly or indirectly, to privacy and data protection regulations in the United States, the United Kingdom, the European Union ("EU") and elsewhere. In most of the countries in which we operate, these laws impose requirements on the manner in which personal information can be collected, processed, stored, transferred and shared. They also impose requirements, which vary materially by jurisdiction, in the event of a personal data breach.

Compliance with the data protection regulations applicable to us, our partners and our customers requires increasing resources devoted to monitoring changes and developing solutions for our affected businesses. Maintaining compliance over time could require substantive technology infrastructure and process changes across many of the Company’s businesses. Noncompliance with the EU General Data Protection Regulation (“GDPR”), the Gramm-Leach-Bliley Act ("GLBA"), the California Consumer Privacy Act, the California Privacy Rights Act and other state and international privacy laws or similar regulations could lead to substantial regulatory fines and penalties, or in some cases, damages resulting from private causes of action. Evolving data localization requirements or preferences may affect how we provide services to customers in regions like the EU and Asia-Pacific. Additionally, evolving sector-specific regulations that affect the payments industry may introduce overlap or conflict with data privacy regulations, and these conflicts in regulatory requirements may affect our operations.

We also rely upon third parties (such as suppliers and other partners) to facilitate or enable our business activities, and we require that they are similarly in compliance with applicable regulations.

New regulations (including the EU Artificial Intelligence Regulation, new state laws in the United States or a possible federal privacy law) and new interpretations of existing regulations, such as the Federal Trade Commission ("FTC") Act, GLBA, the GDPR, the California Invasion of Privacy Act and the Federal Wiretap Act, could create new privacy rights for individuals and new obligations for companies handling personal information. These regulations could limit our ability to use and share personal or other data and increase costs related to compliance. In addition, emerging technologies including

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innovations in machine learning and artificial intelligence ("AI") are expected to continue to drive regulation targeted to the specific risks anticipated from these technologies.

As our portfolio of services evolves, we may offer more services outside of our traditional business-to-business interaction context. As we interact directly with consumers, in conjunction with our customers and partners or directly on our own behalf, our compliance obligations under privacy regulations may expand.

Anti-Money Laundering, Anti-Corruption and Sanctions Regulations

In many countries, we are legally or contractually required to comply with anti-money laundering laws and regulations, such as, in the United States, the Bank Secrecy Act, as amended by the USA PATRIOT Act, and similar laws of other countries, which require that customer identifying information be obtained and verified. In some countries, we are directly subject to these requirements; in other countries, we have contractually agreed to assist our sponsor financial institutions with their obligation to comply with anti-money laundering requirements that apply to them. In addition, we and our sponsor financial institutions are subject to the laws and regulations, enforced by the Office of Foreign Assets Control, that prohibit U.S. persons from engaging in transactions with certain prohibited persons or entities. Similar requirements apply in other countries. We have developed procedures and controls that are designed to monitor and address legal and regulatory requirements and developments and that allow our customers to protect against having direct business dealings with such prohibited countries, individuals or entities.

We are subject to anti-corruption laws and regulations, including the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act of 2010 and other laws that generally prohibit the making or offering of improper payments to foreign government officials and political figures for the purpose of obtaining or retaining business or to gain an unfair business advantage. The FCPA has a broad reach and requires maintenance of appropriate records and adequate internal controls to prevent and detect possible FCPA violations.

Escheat Laws

We are subject to unclaimed or abandoned property state laws in the United States and in certain foreign countries that require us to transfer to certain government authorities the unclaimed property of others that we hold when that property has been unclaimed for a certain period of time. Moreover, we are subject to audit by state and foreign regulatory authorities with regard to our escheatment practices.

Debt Collection and Credit Reporting Laws

Portions of our business may be subject to the Fair Debt Collection Practices Act ("FDCPA"), the Fair Credit Reporting Act ("FCRA") and similar state laws. The FDCPA is designed to eliminate abusive, deceptive and unfair debt collection practices and may require licensing at the state level. The FCRA regulates the use and reporting of consumer credit information and also imposes disclosure requirements on entities that take adverse action based on information obtained from credit reporting agencies.

Telephone Consumer Protection Act

We are subject to the Telephone Consumer Protection Act ("TCPA") and various state laws to the extent we place telephone calls and short message service ("SMS") messages to customers and consumers. The TCPA regulates certain telephone calls and SMS messages placed using automatic telephone dialing systems or artificial or prerecorded voices.

Other

In addition, there are other laws, rules or regulations that may directly affect us or the activities of our merchant customers and in some cases may subject us to investigations, fees, fines and disgorgement of funds in the event we are deemed to have aided and abetted or otherwise provided the means and instrumentalities to facilitate the illegal activities of a merchant through our payment processing services.

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Sustainability

Certain governments around the world are adopting laws and regulations pertaining to sustainability performance, transparency and reporting. Certain regulators in Europe and the U.S. have also focused efforts on increased disclosure related to climate change and mitigation efforts. The EU recently adopted the European Sustainability Reporting Standards and the Corporate Sustainability Reporting Directive that impose disclosure of the risks and opportunities arising from social and environmental issues and on the effect of companies’ activities on people and the environment. In March 2024, the SEC adopted final rules that require disclosure of certain climate-related information; however, in April 2024, the SEC stayed the rules pending judicial review and halted its defense of the rules in 2025. In October 2023, California enacted the Climate-Related Financial Risk Act (SB 261) and the Climate Corporate Data Accountability Act (SB 253). In January 2026, the Ninth Circuit Court of Appeals enjoined SB 261 for the time that appeals remain pending before the Ninth Circuit. International sustainability disclosure standards have also been produced (and further standards will be produced) under the auspices of the International Sustainability Standards Board, which some countries (such as the United Kingdom) have indicated they may incorporate into sustainability disclosure standards required of certain companies.

We continue to monitor these legislative and regulatory developments and are working continually to ensure that our sustainability agenda is integrated into our overall business strategy. As part of our annual sustainability reporting, we provide additional information about our approach to sustainability matters in our Global Responsibility Report (not incorporated herein), which is available in the investor relations section of our website at www.globalpayments.com.

Where to Find More Information

We file annual and quarterly reports, proxy statements and other information with the SEC. You may read and print materials that we have filed with the SEC from its website at www.sec.gov. In addition, certain of our SEC filings, including our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and amendments to them can be viewed and printed, free of charge, from the investor relations section of our website at www.globalpayments.com as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.

Certain materials relating to our corporate governance, including our codes of ethics applicable to our directors, senior financial officers and other employees, also are available in the investor relations section of our website. Copies of our filings, specified exhibits and corporate governance materials are available, free of charge, by writing to us using the address on the cover of this Annual Report on Form 10-K. You may also telephone our investor relations office directly at (770) 829-8478. We are not including the information on our website as a part of, or incorporating it by reference into, this Annual Report on Form 10-K.