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GLOBAL PAYMENTS INC

For the period ended Mar 31, 2025. Filed May 6, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 6, 2025

GPN$97.40+2.5%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-10-31.

0001123360-24-000036

Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of Proceeds

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 11 previous paragraphs and 16 current paragraphs.

5 unchanged; 3 reworded; 8 added; 3 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (8)

Current report

Failure to complete the acquisition of Worldpay and divestiture of our Issuer Solutions business (the “Transactions”) could have an adverse effect on our business, financial results, results of operations and stock price, and efforts to complete the Transactions could divert management’s attention, result in negative publicity or litigation, or disrupt our relationships with third parties and employees, any of which could negatively impact our business, financial condition, liquidity, results of operations and cash flows.

Current report

If the Transactions are not completed for any reason, or on the expected timeline, our business and financial results may be adversely affected. We may be unable to complete the Transactions for a number of reasons, including the failure to receive required regulatory clearances and approvals in the United States and other jurisdictions and the failure to satisfy other closing conditions. Satisfying the conditions to the closing of the Transactions may take longer than we expect, which could cause us to incur extra transaction expenses or to delay or fail to realize fully the benefits that we currently expect to receive if the Transactions are successfully completed within the expected timeframe. If the Transactions are not completed at all, we may experience negative reactions from the financial markets, including negative effects on the market price of our common stock. In addition, we will have expended significant time and resources that could have otherwise been spent on our existing business.

Current report

The Transactions may also present financial, managerial and operational risks. The market’s perception of the Transactions may adversely affect the trading price of our common stock. Other risks include diversion of management attention from existing businesses, negative publicity, potential litigation against us, our directors or executives related to the Transactions, employee retention, difficulties separating personnel and financial and other systems, adverse impacts on the terms of or results of any possible capital markets transactions and possible adverse effects on existing business relationships with suppliers and customers and indemnities and potential disputes with FIS and GTCR, any of which could negatively impact our business, financial condition, liquidity, results of operations and cash flows. If the Transactions are completed, we can provide no assurance that the anticipated benefits of the Transactions will be fully realized in the timeframe anticipated or at all or that the costs related to the integration of Worldpay’s business and operations into ours will not be greater than expected.

Current report

We may experience gains or losses, including asset impairment charges, related to the divestiture of, and lost operating income from, our Issuer Solutions business, which may negatively affect our profitability and margins. Any of these factors could adversely affect our financial condition and results of operations.

Current report

ITEM 3—DEFAULTS UPON SENIOR SECURITIES

Current report

ITEM 4—MINE SAFETY DISCLOSURES

Current report

Not applicable.
Removed paragraphs (3)

Previous report

We may not realize the anticipated growth benefits and cost savings from, or our business may be disrupted by, our business transformation and reorganization activities. Any of the foregoing could adversely affect our business, financial condition or results of operation.

Previous report

We are streamlining and simplifying our strategy, organization and operating environment through a transformation program that will deliver a global unified operating company. These transformation activities began in the third quarter of 2024, and are expected to continue over the next few years. Our strategic initiatives may not deliver the expected benefits within the anticipated timeframes. In addition, these efforts may disrupt our business activities, which could adversely affect our financial condition or results of operation.

Previous report

Our ability to achieve the anticipated benefits from these actions within the expected timeframe is subject to many estimates and assumptions, some of which are beyond our control. If these estimates and assumptions are incorrect, if we experience delays, or if other unforeseen events occur, our business, financial condition and results of operation could be adversely affected.
Reworded paragraphs (3)

Previous wording

The following risk factors are an update to our previously disclosed risk factors and should be considered in conjunction with the "Risk Factors" section in our Annual Report on Form 10-K for the year ended December 31, 2023 and any subsequent filings we make with the SEC.

Current wording

The following risk factor is an update to our previously disclosed risk factors and should be considered in conjunction with Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024.

Previous wording

During the quarter ended September 30, 2024, pursuant to our employee incentive plans, we withheld 91,589 shares at an average price per share of $108.85 in order to satisfy employees' tax withholding and payment obligations in connection with the vesting of awards of restricted stock.

Current wording

During the quarter ended March 31, 2025, pursuant to our employee incentive plans, we withheld 358,386 shares at an average price per share of $104.20 in order to satisfy employees' tax withholding and payment obligations in connection with the vesting of awards of restricted stock.

Previous wording

(2)As of September 30, 2024, the remaining amount available under our share repurchase program was $1,371.9 million. On October 24, 2024, our board of directors approved an increase to our existing share repurchase program authorization, which raised the total available authorization to $2.5 billion. The authorization by our board of directors does not expire but could be revoked at any time. In addition, we are not required by the board’s authorization or otherwise to complete any repurchases by any specific time or at all.

Current wording

(2)As of March 31, 2025, the remaining amount available under our share repurchase program was $1,405.7 million. The authorization by our board of directors does not expire but could be revoked at any time. In addition, we are not required by the board’s authorization or otherwise to complete any repurchases by any specific time or at all.