GLOBAL PAYMENTS INC

NOTE 1—BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business, consolidation and presentation -We are a leading payments technology company delivering innovative software and services to our customers globally. Our technologies, services and team member expertise allow us to provide a broad range of solutions that enable our customers to operate their businesses more efficiently across a variety of channels around the world. Global Payments Inc. and its consolidated subsidiaries are referred to herein collectively as "Global Payments," the "Company," "we," "our" or "us," unless the context requires otherwise.

On January 9, 2026, we acquired 100% of Worldpay Holdco, LLC (“Worldpay”) from Fidelity National Information Services, Inc. (“FIS”) and affiliates of GTCR LLC (“GTCR”) and divested our Issuer Solutions business to FIS. Worldpay is an industry-leading payments technology and solutions company. Together, the Worldpay and Issuer Solutions transactions simplify our business model and position Global Payments as a leading pure play commerce solutions provider for merchants of all sizes with extensive global scale. See “Note 2—Acquisition” for further discussion on the acquisition of Worldpay and “Note 3—Business Dispositions and Discontinued Operations” for further discussion on the divestiture of our Issuer Solutions business.

As part of our Worldpay integration, in the second quarter of 2026, we realigned into three reportable segments: Enterprise, Platforms and Small and Medium-Sized Businesses ("SMB"). Each of our reportable segments comprises a single reporting unit. See “Note 15—Segment Information” for further discussion on our new segment reporting structure.

These unaudited consolidated financial statements include our accounts and those of our majority-owned subsidiaries, and all intercompany balances and transactions have been eliminated in consolidation. Investments in entities that we do not control are accounted for using the equity or cost method, based on whether or not we have the ability to exercise significant influence over operating and financial policies. These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). The consolidated balance sheet as of December 31, 2025 was derived from the audited financial statements included inour Annual Report on Form 10-K for the year ended December 31, 2025, but does not include all disclosures required by GAAP for annual financial statements.

In the opinion of our management, all known adjustments necessary for a fair presentation of the results of the interim periods have been made. These adjustments consist of normal recurring accruals and estimates that affect the carrying amount of assets and liabilities. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included inour Annual Report on Form 10-K for the year ended December 31, 2025.

Use of estimates -The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reported periods. Actual results could differ materially from those estimates. In particular, uncertainty resulting from global events and other macroeconomic conditions is difficult to predict, and the ultimate effect could result in additional charges related to the recoverability of assets, including financial assets, long-lived assets and goodwill and other losses. These unaudited consolidated financial statements reflect the financial statement effects based upon management’s estimates and assumptions utilizing the most currently available information.

Recently issued accounting pronouncements not yet adopted

Accounting Standards Update ("ASU") 2025-09 - In November 2025, the Financial Accounting Standards Board ("FASB") issued ASU 2025-09,"Derivatives and Hedging (Topic 815) Hedge Accounting Improvements," which provides improvements to the guidance for five specific matters: (i) similar risk assessment for cash flow hedges, (ii) hedging interest payments on choose-your-rate debt, (iii) cash flow hedges of nonfinancial forecasted transactions, (iv) net written options as hedging instruments and (v) foreign currency denominated debt instrument designated hedges. The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years. Early adoption is permitted. The amendments should be applied prospectively for all hedging relationships. We are evaluating the potential effects of ASU 2025-09 on our consolidated financial statements and related disclosures.

ASU 2025-06 - In September 2025, the FASB issued ASU 2025-06,"Targeted Improvements to the Accounting for Internal-Use Software," which provides targeted improvements to the accounting for internal-use software costs by replacing the existing project-stage model with a principles-based approach to determine when the capitalization of costs should begin. This update requires an entity to start capitalizing software costs when: (i) the Company authorizes and commits to funding the software project and (ii) it is probable the software project will be completed. The amendments in this update are effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted. The amendments should be applied either retrospectively, prospectively to software costs incurred after the adoption date or on a modified prospective basis. We are evaluating the potential effects of ASU 2025-06 on our consolidated financial statements and related disclosures.

ASU 2024-03 - In November 2024, the FASB issued ASU 2024-03, "Disaggregation of Income Statement Expenses," which requires disclosure in the notes to financial statements of specified information about certain costs and expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date of this update or retrospectively to any or all prior periods presented in the financial statements. We are evaluating the potential effects of ASU 2024-03 on our consolidated financial statements and related disclosures.

NOTE 2—ACQUISITION

Worldpay

On January 9, 2026, we acquired 100% of Worldpay from FIS and affiliates of GTCR (the "Worldpay Acquisition") and divested our Issuer Solutions business to FIS (such divestiture, together with the Worldpay Acquisition, the "Transaction"). The Worldpay Acquisition was accounted for as a business combination in accordance with FASB Accounting Standards Codification ("ASC") Topic 805, Business Combinations, which generally requires that we recognize the assets acquired and liabilities assumed at fair value as of the acquisition date.

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. The Worldpay Acquisition and divestiture of our Issuer Solutions business occurred simultaneously.

We funded portions of the Worldpay Acquisition with indebtedness which is further described in “Note 6—Long-term Debt and Lines of Credit.”

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. We are also receiving certain transition services from FIS in support of our integration of Worldpay.

The fair value of total purchase consideration was determined as follows (in thousands, except share and per share data):

(1) Number of shares issued is net of 488,253 shares with post-combination employee service requirements and includes 729,600 shares related to Worldpay equity awards that vested automatically at closing and were converted into Global Payments common stock.

(2) Represents the closing share price of Global Payments common stock as of January 8, 2026, the last trading day prior to the Transaction closing.

(3) Amount includes $153.6 million for Worldpay equity awards held by employees that vested automatically at the acquisition date and settled in cash.

(4) The fair value of our Issuer Solutions business transferred to FIS was based on a third-party valuation using the average of the income and market approaches.

(5) Final closing cash amounts are preliminary and subject to working capital and other adjustments.

The provisional estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed as of September 30, 2026, including a reconciliation to the total purchase consideration, were as follows:

(1) Includes $860.4 million of restricted cash held in escrow by a third party used to fund a portion of the assumed debt extinguished at the acquisition date.

(2) Assumed debt was paid off at the acquisition date.

As of September 30, 2026, we considered these amounts to be provisional because we were still in the process of reviewing information to support the valuations of the assets acquired, liabilities assumed and related tax positions. During the nine months ended September 30, 2026, we made measurement-period adjustments, as shown in the table above, that increased the amount of provisional goodwill by $93.6 million, as well as reclassifications of certain balances of assets acquired and liabilities assumed to conform to the Company's balance sheet presentation. The effects of the measurement-period adjustments on our consolidated statements of income for the nine months ended September 30, 2026 were not material.

As of September 30, 2026, provisional goodwill arising from the Worldpay Acquisition of $10.0 billion was included in our reportable segments as follows: $8.8 billion in the Enterprise segment, $0.6 billion in the Platforms segment and $0.6 billion in the SMB segment. Goodwill was attributable to expected growth opportunities, an assembled workforce and potential synergies from combining the acquired business into our existing business. We expect that approximately $4.1 billion of the goodwill from the Worldpay Acquisition will be deductible for income tax purposes.

The following table reflects the provisional estimated fair values of the identified intangible assets of Worldpay and the respective weighted-average estimated amortization periods:

The estimated fair values of customer-related intangible assets and contract-based intangible assets were generally determined using the income approach, which was based on projected cash flows discounted to their present value using discount rates that consider the timing and risk of the forecasted cash flows. The discount rates used represented the average estimated value of a market participant’s cost of capital and debt, derived using customary market metrics. Acquired technologies, trademarks and trade names were valued using the "relief-from-royalty" approach. This method assumes that the assets have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. This method required us to estimate the future revenues for the related brands, the appropriate royalty rate and the weighted-average cost of capital.

For the three and nine months ended September 30, 2026, the acquired operations of Worldpay contributed $1.4 billion and $4.0 billion, respectively, to our consolidated revenues and had an operating loss of approximately $58.4 million and $225.3 million, respectively. Acquisition-related costs directly related to the Worldpay acquisition were $77.5 million for the nine months ended September 30, 2026 and were included within selling, general and administrative expenses.

Pro Forma Financial Information

The following pro forma information shows the results of our operations for the three and nine months ended September 30, 2026 and 2025 as if the Transaction had occurred on January 1, 2025. The pro forma information is presented for informational purposes only and is not necessarily indicative of what would have occurred if the Transaction had occurred as of that date. The pro forma information is also not intended to be a projection of future results due to the integration of Worldpay. The pro forma information reflects the effects of applying our accounting policies and certain pro forma adjustments to the combined historical financial information of Global Payments and Worldpay. The pro forma adjustments include:

•incremental amortization expense associated with identified intangible assets;

•adjustment to interest expense to reflect the removal of Worldpay debt and the additional borrowings of Global Payments in conjunction with the Transaction; and

•the income tax effects of the pro forma adjustments.

In addition, the pro forma net income attributable to continuing operations of Global Payments includes recognition of transaction costs related to the Transaction as of the beginning of the earliest period presented. Accordingly, pro forma net income attributable to Global Payments for the nine months ended September 30, 2025 includes approximately $77.5 million of transaction costs related to the Worldpay Acquisition.

NOTE 3—BUSINESS DISPOSITIONS AND DISCONTINUED OPERATIONS

Discontinued Operations

We completed the sale of our Issuer Solutions business on January 9, 2026 simultaneously with the Worldpay Acquisition. We analyzed quantitative and qualitative factors relevant to the Issuer Solutions disposal group and determined that the accounting criteria to be classified as held for sale and a discontinued operation were met. Accordingly, the operating results of our Issuer Solutions business have been reflected as discontinued operations for all periods presented. The assets and liabilities of the Issuer Solutions disposal group are presented separately on our consolidated balance sheet as of December 31, 2025. Our consolidated statements of cash flows include cash flows from discontinued operations for all periods presented. Unless otherwise indicated, all disclosures in the notes to the consolidated financial statements reflect only our continuing operations.

The following table presents the major classes of line items constituting income from discontinued operations, net of tax, in our consolidated statements of income for the three and nine months ended September 30, 2026 and 2025:

During the nine months ended September 30, 2026, we recognized tax expense in discontinued operations of $1.5 billion, primarily related to the derecognition of goodwill in the sale of our Issuer Solutions business that was not deductible for U.S. federal income tax purposes and other taxable differences recognized upon sale.

The following table presents the carrying amounts of the major classes of assets and liabilities of discontinued operations as of December 31, 2025:

Cash flows related to discontinued operations are included in our consolidated statements of cash flows for the nine months ended September 30, 2026 and 2025. The following table presents selected items affecting the statements of cash flows:

During the nine months ended September 30, 2025, Issuer Solutions entered into agreements to acquire hardware, software and related services, of which $84.7 million was financed utilizing atwo-year vendor financing arrangement.

Heartland Payroll Solutions, Inc.

In September 2025, we completed the sale of Heartland Payroll Solutions, Inc. ("Payroll Solutions"), our payroll business included in our former Merchant Solutions segment prior to disposition, to Acrisure, LLC ("Acrisure") for approximately $1.1 billion, subject to certain closing adjustments, including up to $75 million of contingent consideration upon the buyer's achieving a specified revenue target. In connection with the transaction, we entered into a mutual referral agreement and long-term commercial partnership with Acrisure. We recognized a gain on the sale of $343.9 million during the three and nine months ended September 30, 2025.

NOTE 4—REVENUES

We operate our business inthree segments: Enterprise, Platforms and SMB. Through our Enterprise segment, we offer card-present and card-not-present solutions, including payment and related commerce solutions to large enterprises and multinational clients. Through our Platforms segment, we provide payment and commerce solutions across numerous vertical markets by partnering with integrated referral partners and by embedding our solutions into payment facilitators ("PayFacs"), marketplaces and other technology-enabled platforms. Through our SMB segment, we provide payment, software and related commerce solutions to small and medium-sized businesses. Other revenues primarily consist of revenues related to certain portfolios and relationships that are noncore and are not aligned with our go-forward strategy.

The following table presents a disaggregation of our revenues from contracts with customers within each of our reportable segments for the three and nine months ended September 30, 2026 and 2025:

ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"), requires that we determine for each customer arrangement whether revenue should be recognized at a point in time or over time. For the three and nine months ended September 30, 2026 and 2025, substantially all of our revenues were recognized over time.

Supplemental balance sheet information related to contracts with customers as of September 30, 2026 and December 31, 2025 was as follows:

Net contract assets were not material at September 30, 2026 or December 31, 2025. Revenue recognized for the three months ended September 30, 2026 and 2025 from contract liability balances at the beginning of each period was $72.0 million and $72.5 million, respectively. Revenue recognized for the nine months ended September 30, 2026 and 2025 from contract liability balances at the beginning of each period was $166.5 million and $179.3 million, respectively.

ASC 606 requires disclosure of the aggregate amount of the transaction price allocated to unsatisfied performance obligations. The purpose of this disclosure is to provide additional information about the amounts and expected timing of revenue to be recognized from the remaining performance obligations in our existing contracts. The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied as of September 30, 2026. However, as permitted, we have elected to exclude from this disclosure any contracts with an original duration of one year or less, and any variable consideration that meets specified criteria. Accordingly, the total amount of unsatisfied or partially unsatisfied performance obligations related to processing services is significantly higher than the amounts disclosed in the table below (in thousands):

NOTE 5—GOODWILL AND OTHER INTANGIBLE ASSETS

As of September 30, 2026 and December 31, 2025, goodwill and other intangible assets consisted of the following:

The following table sets forth the changes by reportable segment in the carrying amount of goodwill for the nine months ended September 30, 2026:

After the realignment of our reporting units in the second quarter of 2026, we performed a quantitative assessment of impairment for each of our new reporting units, and determined on the basis of those assessments that the fair value of each reporting unit was equal to or greater than its respective carrying amount. At the time of the realignment, the fair values of our Platforms and SMB reporting units were substantially in excess of their respective carrying amounts. The carrying amount of our Enterprise reporting unit approximated fair value due to the recent acquisition of Worldpay, which comprises the majority of Enterprise.

Accumulated impairment losses for goodwill were $33.2 million as of September 30, 2026 and December 31, 2025, and were included in our Enterprise segment.

NOTE 6—LONG-TERM DEBT AND LINES OF CREDIT

As of September 30, 2026 and December 31, 2025, long-term debt consisted of the following:

The carrying amounts of our senior notes and convertible notes in the table above are presented net of unamortized discount and unamortized debt issuance costs, as applicable. At September 30, 2026, the unamortized discount on senior notes and convertible notes was $65.2 million, and unamortized debt issuance costs on senior notes and convertible notes were $81.0 million. At December 31, 2025, the unamortized discount on senior notes and convertible notes was $71.6 million, and unamortized debt issuance costs on senior notes and convertible notes were $91.5 million. The portion of unamortized debt issuance costs related to revolving credit facilities is included in other noncurrent assets in our consolidated balance sheets. At September 30, 2026 and December 31, 2025, unamortized debt issuance costs on the unsecured revolving credit facility were $17.1 million and $20.7 million, respectively.

At September 30, 2026, future maturities of long-term debt (excluding finance lease liabilities) were as follows by year (in thousands):

Senior Notes

On March 5, 2026, we issued $1.0 billion aggregate principal amount of senior unsecured notes consisting of the following: (i) $500.0 million aggregate principal amount of 4.550% senior notes due March 2028 and (ii) $500.0 million aggregate principal amount of 5.400% senior notes due March 2033. We incurred debt issuance costs of $7.7 million, including underwriting fees, professional services fees and registration fees, which were capitalized and reflected as a reduction of the related carrying amount of the notes in our consolidated balance sheet. Interest on the senior unsecured notes is payable semi-annually on March 15 and September 15 of each year, commencing September 15, 2026. The notes are unsecured and unsubordinated indebtedness and rank equally in right of payment with all of our other outstanding unsecured and unsubordinated indebtedness. We used the net proceeds from this offering to repay outstanding indebtedness and for general corporate purposes.

On November 14, 2025, we issued $6.2 billion aggregate principal amount of senior unsecured notes consisting of the following: (i) $1.75 billion aggregate principal amount of 4.500% senior notes due November 2028; (ii) $1.7 billion aggregate principal amount of 4.875% senior notes due November 2030; (iii) $1.0 billion aggregate principal amount of 5.200% senior notes due November 2032; and (iv) $1.75 billion aggregate principal amount of 5.550% senior notes due November 2035. Interest on the senior unsecured notes is payable semi-annually on May 15 and November 15 of each year, and commenced on May 15, 2026. The debt issuance was completed in connection with the Worldpay Acquisition.

Convertible Notes

1.500% Convertible Notes due March 1, 2031

We have $2.0 billion in aggregate principal amount of 1.500% convertible unsecured senior notes due March 2031 that were issued in 2024 through a private placement. The net proceeds from this offering were approximately $1.97 billion reflecting debt issuance costs of $33.5 million, which were capitalized and reflected as a reduction of the related carrying amount of the convertible notes in our consolidated balance sheets. Interest on the convertible notes is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2024, to the holders of record on the preceding February 15 and August 15, respectively.

1.000% Convertible Notes due August 15, 2029

We also have $1.5 billion in aggregate principal amount of 1.000% convertible unsecured senior notes due August 2029 that were issued in 2022 in a private placement pursuant to an investment agreement with Silver Lake Partners. Interest on the convertible notes is payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2023, to the holders of record on the preceding February 1 and August 1, respectively. The convertible notes mature on August 15, 2029, subject to earlier conversion or repurchase. The notes, which are currently convertible, are presented within long-term debt in our consolidated balance sheets based on our intent and ability to refinance on a long-term basis should a conversion event occur.

Term Loan Facility

On April 21, 2026, we entered into a term loan agreement with a syndicate of financial institutions as lenders and agents. The term loan agreement provides for a senior unsecured $1.0 billion term loan facility due April 21, 2028 bearing interest at a one-month Secured Overnight Financing Rate plus 1.05%. Borrowings under the term loan facility may be repaid prior to maturity without premium or penalty, subject to payment of certain customary expenses of lenders and customary notice provisions.

As of September 30, 2026, there were borrowings of $1.0 billion outstanding under the term loan facility with an interest rate of 4.9%, and no available commitments under the term loan facility.

Revolving Credit Facility

On May 15, 2025, we entered into a credit agreement with a syndicate of financial institutions as lenders and agents. The credit agreement provides for an unsubordinated unsecured $7.25 billion revolving credit facility (the "Revolving Credit Facility"), of which (a) $5.75 billion was made available on May 15, 2025 and (b) an additional $1.5 billion was made available upon the closing of the Worldpay Acquisition. Commitments under the Revolving Credit Facility may be increased to an aggregate amount not to exceed $7.5 billion. The Revolving Credit Facility matures in May 2030 and provides for up totwo one-year maturity extensions. Borrowings under the Revolving Credit Facility may be repaid prior to maturity without premium or penalty, subject to payment of certain customary expenses of lenders and customary notice provisions.

The Revolving Credit Facility replaced our previous unsubordinated unsecured $5.75 billion revolving credit facility (the "Prior Credit Facility"), dated as of August 19, 2022, as amended, which was scheduled to mature in August 2027. In May 2025, all borrowings outstanding under the Prior Credit Facility were either repaid or continued under the Revolving Credit Facility pursuant to the terms of the new credit agreement. The Prior Credit Facility was terminated in connection with the execution of the Revolving Credit Facility.

We may issue standby letters of credit of up to $500 million in the aggregate under the Revolving Credit Facility. Outstanding letters of credit under the Revolving Credit Facility reduce the amount of borrowings available to us. The amounts available to borrow under the Revolving Credit Facility are also determined by a financial leverage covenant. As of September 30, 2026, there were borrowings of $1.5 billion outstanding under the Revolving Credit Facility with an interest rate of 5.3%, and the total available commitments under the Revolving Credit Facility were $5.0 billion.

Committed Bridge Financing

On April 17, 2025, in connection with our entry into the definitive agreement to acquire Worldpay, we obtained $7.7 billion in committed bridge financing, which was subsequently reduced to $6.2 billion on May 15, 2025 in connection with the entry into the Revolving Credit Facility. We terminated our bridge facility on November 14, 2025.

Commercial Paper

We have a $2.0 billion commercial paper program under which we may issue senior unsecured commercial paper notes with maturities of up to 397 days from the date of issue. The commercial paper program is backstopped by the Revolving Credit Facility, in that the amount of commercial paper notes outstanding cannot exceed the undrawn portion of the Revolving Credit Facility. As such, we could draw on the Revolving Credit Facility to repay commercial paper notes that cannot be rolled over or refinanced with similar debt.

Commercial paper notes are expected to be issued at a discount from par, or they may bear interest, each at commercial paper market rates dictated by market conditions at the time of their issuance. The proceeds from issuances of commercial paper notes will be used primarily for general corporate purposes but may also be used for acquisitions, to pay dividends, for debt refinancing or for other purposes.

As of September 30, 2026, we had borrowings outstanding under our commercial paper program of $699.8 million presented within long-term debt in our consolidated balance sheet based on our intent and ability to continually refinance on a long-term basis and with a weighted average annual interest rate of 4.4%.

Fair Value of Long-Term Debt

As of September 30, 2026, our senior notes had a total carrying amount of $15.5 billion and an estimated fair value of $14.5 billion.

As of September 30, 2026, our 1.500% convertible notes due March 1, 2031 had a total carrying amount of $2.0 billion and an estimated fair value of $1.8 billion. The estimated fair values of our senior notes and 1.500% convertible senior notes were based on quoted market prices in active markets and are considered to be Level 1 measurements of the fair value hierarchy.

As of September 30, 2026, our 1.000% convertible notes due August 15, 2029 had a total carrying amount of $1.5 billion and an estimated fair value of $1.4 billion. The estimated fair value of our 1.000% convertible notes was based on a lattice pricing model and is considered to be a Level 3 measurement of the fair value hierarchy.

The fair value of other long-term debt approximated its carrying amount at September 30, 2026.

Compliance with Covenants

The convertible notes include customary covenants and events of default for convertible notes of this type. The revolving credit agreement contains customary affirmative covenants and restrictive covenants, including, among others, financial covenants based on net leverage and interest coverage ratios, and customary events of default. As of September 30, 2026, the required leverage ratio was 4.50 to 1.00. We were in compliance with all applicable covenants as of September 30, 2026.

Interest Expense

Interest expense was $266.3 million and $142.0 million for the three months ended September 30, 2026 and 2025, respectively. Interest expense was $766.6 million and $438.2 million for the nine months ended September 30, 2026 and 2025, respectively.

NOTE 7—DERIVATIVES AND HEDGING INSTRUMENTS

Net Investment Hedge

We have designated our aggregate €800 million Euro-denominated 4.875% senior notes due March 2031 as a hedge of our net investment in our Euro-denominated operations. The purpose of the net investment hedge is to reduce the volatility of our net investment in our Euro-denominated operations due to changes in foreign currency exchange rates.

Investments in foreign operations with functional currencies other than the reporting currency are subject to foreign currency risk as the assets and liabilities of these subsidiaries are translated into the reporting currency at the period-end rate of exchange with the resulting foreign currency translation adjustment presented as a component of other comprehensive income (loss) and included in accumulated other comprehensive loss within equity in our consolidated balance sheets. Under net investment hedge accounting, the foreign currency remeasurement gains and losses associated with our Euro-denominated senior notes are presented within the same components of other comprehensive income (loss) and accumulated other comprehensive loss, partially offsetting the foreign currency translation adjustment for our foreign subsidiaries.

We recognized a gain (loss) on the net investment hedge of $7.6 million and $4.4 million within foreign currency translation adjustments in other comprehensive income (loss) in our consolidated statements of comprehensive income during the three months ended September 30, 2026 and 2025, respectively, and $(49.2) million and $(86.3) million during the nine months ended September 30, 2026 and 2025, respectively.

Interest Rate Swaps

We have interest rate swap agreements with financial institutions to hedge changes in cash flows attributable to interest rate risk on a portion of our variable-rate debt instruments. Net amounts to be received or paid under the swap agreements are reflected as adjustments to interest expense. Since we have designated the interest rate swap agreements as cash flow hedges, unrealized gains or losses resulting from adjusting the swaps to fair value are recognized as components of other comprehensive income (loss). The fair values of our interest rate swaps are determined based on the present value of the estimated future net cash flows using implied rates in the applicable yield curve as of the valuation date. These derivative instruments are classified within Level 2 of the fair value hierarchy.

The table below presents information about our interest rate swaps, designated as cash flow hedges, included in our consolidated balance sheets:

The table below presents the effects of our interest rate swaps in our consolidated statements of income and statements of comprehensive income for the three and nine months ended September 30, 2026 and 2025:

As of September 30, 2026, the amount of net unrealized losses in accumulated other comprehensive loss related to our interest rate swaps expected to be reclassified into interest expense during the next 12 months was $4.7 million.

Treasury Locks

In the second quarter of 2025, we entered into $1.5 billion of notional treasury lock derivative instruments to hedge interest rate risk in anticipation of our future issuance of fixed rate notes at an average fixed rate of 4.53%. Each of these treasury locks was designated as a cash flow hedge of a forecasted transaction, and unrealized gains or losses resulting from adjusting the treasury locks to fair value were recognized as a component of other comprehensive income (loss).

Upon issuance of our senior unsecured notes in November 2025, we terminated the treasury locks and the related accumulated other comprehensive loss is being amortized to interest expense over future periods. We recognized a deferred settlement liability upon termination of the treasury locks, payable inthree equal installments over a 3-year period ending September 2028. The settlement liability was $54.9 million and $53.1 million at September 30, 2026 and December 31, 2025, respectively.

The table below presents the effects of our treasury locks on our consolidated statements of comprehensive income:

As of September 30, 2026, the amount of net unrealized losses in accumulated other comprehensive loss related to our treasury locks expected to be reclassified into interest expense during the next 12 months was $4.9 million.

NOTE 8—INCOME TAX

For the nine months ended September 30, 2026, we used the actual effective income tax rate for the year to date period as the best estimate of the annual effective income tax rate. We determined that using the estimated annual effective income tax rate would not provide a reasonable estimate for income taxes for the nine months ended September 30, 2026, as the estimated annual effective income tax rate is highly sensitive to minor changes in forecasted income from continuing operations before income taxes, and does not produce a reasonable estimate of income tax results for the period. For the comparative 2025 period, we used the estimated annual effective income tax rate method for interim financial statements.

For the three and nine months ended September 30, 2026, we reported an income tax benefit of $66.7 million and $83.5 million, respectively. The income tax benefit was primarily due to tax credits, foreign branch operations and taxes on foreign earnings, partially offset by the impact of Base Erosion Anti-Abuse Tax.

For the three and nine months ended September 30, 2025, our effective income tax rate of 30.6% and 24.3%, respectively, differed from the U.S. statutory rate due to the unfavorable tax effect of the gain on disposition of our Payroll Solutions business, partially offset by tax benefits from tax credits and foreign interest income not subject to tax.

NOTE 9—REDEEMABLE NONCONTROLLING INTERESTS

The portions of equity in certain of our consolidated subsidiaries that are not attributable, directly or indirectly, to us, are redeemable upon the occurrence of an event that is not solely within our control.

We hold a 51% controlling interest in our subsidiary in Germany. Under the shareholder agreement, the minority shareholder has the option to compel us to purchase its shares at fair market value upon the occurrence of a specific change in control event. As of September 30, 2026, the option is not considered probable of becoming redeemable. We also own 51% of our subsidiary in Greece and 50.1% of our subsidiary in Chile. Under the respective shareholder agreements, the minority shareholders have the option to compel us to purchase their shares at a price per share based on the fair value of the shares, or under certain circumstances for our subsidiary in Greece, at a price determined by calculations stipulated in the shareholder agreement. The options have no expiration date.

Because the exercise of each of these redemption options is not solely within our control, the redeemable noncontrolling interests are presented in the mezzanine section between total liabilities and shareholders’ equity, as temporary equity, in our consolidated balance sheets. The redeemable noncontrolling interest for each subsidiary is reflected at the higher of: (i) the initial carrying amount, increased or decreased for the noncontrolling interest's share of comprehensive income (loss), capital contributions and distributions or (ii) the redemption price.

The option held by the minority shareholder of our subsidiary in Greece is redeemable at a price other than fair value and is considered probable of becoming redeemable. Beginning in the third quarter of 2026, we recognize changes in the redemption price immediately as they occur. Prior to the third quarter of 2026, we recognized changes in the redemption price over the period from the date of issuance to the earliest redemption date of the instrument using the effective interest method. Redemption price increases (decreases) recognized in net income attributable to noncontrolling interests in our consolidated statements of income were $(5.1) million and $9.0 million for the three months ended September 30, 2026 and 2025, respectively. Redemption price increases (decreases) recognized in net income attributable to noncontrolling interests in our consolidated statements of income were $10.6 million and $(2.3) million for the nine months ended September 30, 2026 and 2025, respectively.

NOTE 10—SHAREHOLDERS’ EQUITY

We repurchase our common stock mainly through open market repurchase plans and, at times, through accelerated share repurchase ("ASR") programs. During the three months ended September 30, 2026 and 2025, we repurchased and retired 1,730,030 and 5,909,656 shares of our common stock, respectively, at a cost, including commissions and applicable excise taxes, of $141.4 million and $504.9 million, or $81.72 and $85.44 per share, respectively. During the nine months ended September 30, 2026 and 2025, we repurchased and retired 16,950,884 and 13,171,490 shares of our common stock, respectively, at a cost, including commissions and applicable excise taxes, of $1,252.6 million and $1,185.3 million, or $73.90 and $89.99 per share, respectively. The share repurchase activity for the nine months ended September 30, 2026 included the repurchase of 7,215,492 shares at an average price of $69.30 per share under an ASR agreement we entered into on May 6, 2026 with a financial institution to repurchase an aggregate of $500.0 million of our common stock during the ASR program purchase period. This ASR program was completed on June 8, 2026. The share repurchase activity for the nine months ended September 30, 2026 also included the repurchase of 7,262,557 shares at an average price of $75.73 per share under an ASR agreement we entered into on February 18, 2026 with a financial institution to repurchase an aggregate of $550.0 million of our common stock during the ASR program purchase period. This ASR program was completed on March 17, 2026. The share repurchase activity for the three and nine months ended September 30, 2025 included the repurchase of 5,909,656 shares at an average price of $84.61 per share under an ASR agreement we entered into on August 6, 2025 with a financial institution to repurchase an aggregate of $500.0 million of our common stock during the ASR program purchase period. This ASR program was completed on September 26, 2025. The share repurchase activity for the nine months ended September 30, 2025 also included the repurchase of 2,449,366 shares at an average price of $102.07 per share under an ASR agreement we entered into on February 13, 2025 with a financial institution to repurchase an aggregate of $250.0 million of our common stock during the ASR program purchase period. This ASR program was completed on March 11, 2025. As of September 30, 2026, the remaining amount available under our share repurchase program was $1,260.0 million.

On October 28, 2026, our board of directors declared a dividend of $0.25 per share payable on December 24, 2026 to common shareholders of record as of December 10, 2026.

NOTE 11—SHARE-BASED AWARDS AND STOCK OPTIONS

The following table summarizes share-based compensation expense (benefit) and the related income tax benefit recognized for our share-based awards and stock options:

The following discussion of our share-based compensation awards includes awards related to continuing and discontinued operations.

Share-Based Awards

The following table summarizes the changes in unvested restricted stock and performance awards for the nine months ended September 30, 2026:

The total fair value of restricted stock and performance awards vested during the nine months ended September 30, 2026 and 2025 was $143.7 million and $141.1 million, respectively.

For restricted stock and performance awards, we recognized compensation expense of$32.1 million and $32.4 million during the three months ended September 30, 2026 and 2025, respectively, and$84.2 million and$105.1 million during thenine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, there was $173.9 million of unrecognized compensation expense related to unvested restricted stock and performance awards that we expect to recognize over a weighted-average period of 2.0 years.

Stock Options

The following table summarizes stock option activity for the nine months ended September 30, 2026:

We recognized compensation expense for stock options of $1.5 million and $2.0 million during the three months ended September 30, 2026 and 2025, respectively, and $5.0 million and $6.4 million during the nine months ended September 30, 2026 and 2025, respectively. The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2026 and 2025 was $0.7 million and $1.3 million, respectively. As of September 30, 2026, we had $3.4 million of unrecognized compensation expense related to unvested stock options that we expect to recognize over a weighted-average period of 1.1 years.

There were no stock options granted during the nine months ended September 30, 2026. The weighted-average grant-date fair value of stock options granted during the nine months ended September 30, 2025 was $43.20. Fair value was estimated on the date of grant using the Black-Scholes valuation model with the following weighted-average assumptions:

The risk-free interest rate was based on the yield of a zero-coupon U.S. Treasury security with a maturity equal to the expected life of the option from the date of the grant. Our assumption on expected volatility was based on our historical volatility. The dividend yield assumption was determined using our average stock price over the preceding year and the annualized amount of our most current quarterly dividend per share. We based our assumptions regarding the expected term of the options on our analysis of the historical exercise patterns of the options and our assumption of the future exercise pattern of options.

NOTE 12—EARNINGS PER SHARE

Basic earnings (loss) per share ("EPS") was computed by dividing net income (loss) attributable to Global Payments by the weighted-average number of shares outstanding during the period. Earnings available to common shareholders is the same as reported net income (loss) attributable to Global Payments for all periods presented.

Diluted EPS is computed by dividing net income (loss) attributable to Global Payments by the weighted-average number of shares outstanding during the period, including the effect of share-based awards, convertible notes or other potential securities that would have a dilutive effect on EPS. All stock options with an exercise price lower than the average market share price of our common stock for the three months ended September 30, 2026 and for the three and nine months ended September 30, 2025 are assumed to have a dilutive effect on EPS. Due to a net loss for the nine months ended September 30, 2026, no incremental shares are included in the computation of diluted loss per share because the effect would be antidilutive. The dilutive share base for the three and nine months ended September 30, 2026 excluded approximately 0.7 million shares related to stock options that would have an antidilutive effect on the computation of diluted EPS. The dilutive share base for the three and nine months ended September 30, 2025 excluded approximately 0.8 million shares related to stock options that would have an antidilutive effect on the computation of diluted EPS.

The effect of the potential shares needed to settle the conversion spread on our convertible notes is included in diluted EPS if the effect is dilutive. The effect depends on the market share price of our common stock at the time of conversion and would be dilutive if the average market share price of our common stock for the period exceeds the conversion price. For the three and nine months ended September 30, 2026, the convertible notes were not included in the computation of diluted loss per share as the effect would have been anti-dilutive. Further, the effect of the related capped call transactions is not included in the computation of diluted EPS as it is always anti-dilutive.

The following table sets forth the computations of basic and diluted EPS for continuing and discontinued operations for the three and nine months ended September 30, 2026 and 2025:

NOTE 13—SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash on hand and all liquid investments with a maturity of three months or less when purchased. 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. As of September 30, 2026, approximately 75% of our cash and cash equivalents was held within a small group of financial institutions, primarily large money center banks. Although we currently believe that the financial institutions with whom we do business will be able to fulfill their commitments to us, there is no assurance that those institutions will be able to continue to do so. We have not experienced any losses associated with our balances in such accounts for the three and nine months ended September 30, 2026 and 2025.

Restricted cash includes amounts that cannot be withdrawn or used for general operating activities under legal or regulatory restrictions. Restricted cash consists of amounts deposited by customers for prepaid card transactions, funds held as a liquidity reserve that are subject to local regulatory restrictions requiring appropriate segregation and restriction in their use, and amounts held in escrow on our behalf by a third party. Restricted cash is included in prepaid expenses and other current assets in our consolidated balance sheets.

A reconciliation of the amounts of cash and cash equivalents and restricted cash in our consolidated balance sheets to the amount in our consolidated statements of cash flows is as follows:

Notes Receivable and Allowance for Credit Losses

In connection with the sale of our consumer business in April 2023, we provided seller financing consisting of a first lien seven-year secured term loan facility with an aggregate principal amount of $350 million bearing interest at a fixed annual rate of 9.0% and a second lien twenty-five year secured term loan facility with an aggregate principal amount of $325 million bearing interest at a fixed annual rate of 13.0% paid-in-kind ("PIK") due at maturity.

In connection with the sale of our gaming business in April 2023, we provided seller financing consisting of an unsecured promissory note due April 1, 2030 with an aggregate principal amount of $32 million. This note bears PIK interest at a fixed annual rate of 13.0%.

We recognized interest income of $26.7 million and $24.7 million on the notes during the three months ended September 30, 2026 and 2025, respectively, and $77.9 million and $72.4 million during the nine months ended September 30, 2026 and 2025, respectively, as a component of interest and other income in our consolidated statements of income.

As of September 30, 2026 and December 31, 2025, there was an aggregate principal amountof $890.1 million and $852.0 million, respectively, outstanding on the notes, including PIK interest, and the notes are presented net of the allowance for credit losses of $15.2 million within notes receivable in our consolidated balance sheets. Principal payments due within 12 months are included in prepaid expenses and other current assets in our consolidated balance sheets. The estimated fair value of the notes receivable was $827.2 million and$849.8 million as of September 30, 2026 and December 31, 2025, respectively. The estimated fair value of notes receivable was based on a discounted cash flow approach and is considered to be a Level 3 measurement of the fair value hierarchy.

Visa Preferred Shares

Through certain of our subsidiaries in Europe, we were a member and shareholder of Visa Europe Limited ("Visa Europe"). In June 2016, Visa Inc. ("Visa") acquired all of the membership interests in Visa Europe, and we received consideration in the form of cash and Series B and C convertible preferred shares of Visa. We assigned the preferred shares received a value ofzero based on transfer restrictions, Visa's ability to adjust the conversion rate and the estimation uncertainty associated with those factors. Based on the outcome of any current or potential litigation involving Visa Europe in the United Kingdom and elsewhere in Europe, the conversion rate of the preferred shares could be adjusted down such that the number of Visa common shares we receive could be as low aszero.

The Series B and C convertible preferred shares become convertible in stages based on developments in the litigation and become fully convertible no later than 2028 (subject to a holdback to cover any then-pending claims). In August 2025, in connection with the fourth mandatory release assessment, a portion of the Series B and C convertible preferred shares was converted by Visa. We recognized a gain of $8.9 million reported in interest and other income in our consolidated statement of income for the three and nine months ended September 30, 2025 based on the fair value of the shares received. The converted shares were subsequently sold. The remaining Series B and C convertible preferred shares continue to be carried at an assigned value ofzero based on the aforementioned factors.

Through the Worldpay Acquisition, we obtained additional Series B convertible preferred shares of Visa related to the disposal of its ownership interest in Visa Europe to Visa in 2016 (the "Visa Disposal"). The preferred shares were recognized at the acquisition date of Worldpay at a fair value ofzero based on transfer restrictions, Visa's ability to adjust the conversion rate and the estimation uncertainty associated with those factors. Also, in connection with the Visa Disposal, Worldpay agreed to pay former Worldpay owners in 202790% of the net-of-tax proceeds from the disposal. The obligation to pay the contingent value rights ("CVR") to the former Worldpay owners for shares previously sold is presented in other noncurrent liabilities in our consolidated balance sheet.

The carrying amount of the CVR liability was $362.3 million at September 30, 2026. We remeasure the carrying amount of the CVR liability each reporting period to accrete to the amount due in 2027. The net change in carrying amount was an increase of $3.8 million for the three months ended September 30, 2026 and an increase of $13.1 million from the acquisition date of Worldpay through September 30, 2026, and is included in interest and other expense in our consolidated statements of income. The carrying amount of the CVR liability is determined utilizing a discount rate based on the Company's borrowing rate.

Noncash Investing Activity

During the nine months ended September 30, 2026, we entered into agreements to acquire hardware and software, of which $77.2 million was financed utilizingtwo tofour-year vendor financing arrangements. For certain business combinations and other acquisitions completed during the nine months ended September 30, 2026, consideration of $58.5 million is payable in 2027.

NOTE 14—ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in the accumulated balances for each component of other comprehensive income (loss) were as follows for the three and nine months ended September 30, 2026 and 2025:

Other comprehensive income (loss) attributable to noncontrolling interests, which relates only to foreign currency translation, was $(20.2) million and $(6.2) million for the three months ended September 30, 2026 and 2025, respectively.

Other comprehensive income (loss) attributable to noncontrolling interests, which relates only to foreign currency translation, was $(51.0) million and $105.0 million for the nine months ended September 30, 2026 and 2025, respectively.

NOTE 15—SEGMENT INFORMATION

As part of our Worldpay integration, in the second quarter of 2026, we realigned into three reportable segments: Enterprise, Platforms and SMB. These reportable segments reflect how our chief operating decision maker ("CODM") manages the business, allocates resources and evaluates operating performance. Corporate activities, including centralized administrative and shared functions, are not managed as an operating segment and are presented separately as reconciling items to consolidated results. All prior segment information has been recast to reflect our new segment structure and current period presentation.

Through our Enterprise segment, we provide payment and related commerce solutions to large enterprises and multinational clients. Our offerings include card-present and card-not-present payment acceptance solutions that help businesses accept payments across channels, emerging AI-driven commerce platforms and other value-added software and service offerings designed to support complex payment environments.

Through our Platforms segment, we provide payment and embedded commerce solutions through software partners, integrated software vendors, PayFacs, marketplaces and other technology-enabled platforms across numerous vertical markets. Our offerings include embedded payment acceptance, payment facilitation services, platform enablement technologies and other value-added commerce solutions.

Through our SMB segment, we provide payment, software and related commerce solutions to small and medium-sized businesses. Our offerings include point-of-sale technologies, business management software and other value-added commerce solutions designed to help our SMB clients operate and grow their businesses.

Our Chief Executive Officer is the CODM. We evaluate performance and allocate resources based on segment operating income. Segment operating income includes externally generated revenues attributable to the segment less expenses directly related to those revenues. The costs of centrally managed technology, operations, product development and support functions, share-based compensation expense, corporate bonus costs, impairment of goodwill, gains or losses on business dispositions and other reconciling items are not included in determining segment operating income. Interest and other income, interest and other expense, income tax expense and equity in income of equity method investments are not allocated to the reportable segments. The CODM uses segment operating income in the annual budget and forecasting process and considers budget-to-actual and forecast-to-actual variances on a monthly, quarterly and annual basis. The CODM does not evaluate the performance of or allocate resources to the reportable segments using asset data. The accounting policies of our reportable segments are the same as those described in our Annual Report on Form 10-K for the year ended December 31, 2025, and our summary of significant accounting policies in "Note 1—Basis of Presentation and Summary of Significant Accounting Policies."

Operating results for each reportable segment for the three and nine months ended September 30, 2026 and 2025 were as follows:

(1) Consolidated revenues as reported in our consolidated statements of income for the three months ended September 30, 2026 and 2025 of $3,306.3 million and $2,019.5 million, respectively, is comprised of segment revenues of $3,133.8 million and $1,811.8 million, respectively, and other revenues of $172.5 million and $207.7 million, respectively. Consolidated revenues as reported in our consolidated statements of income for the nine months ended September 30, 2026 and 2025 of $9,596.8 million and $5,809.1 million, respectively, is comprised of segment revenues of $9,067.6 million and $5,205.2 million, respectively, and other revenues of $529.2 million and $603.9 million, respectively. Other revenues primarily consist of revenues related to certain portfolios and relationships that are noncore and are not aligned with our go-forward strategy.

(2) Excludes depreciation and amortization as they are presented separately.

(3) Consolidated depreciation and amortization for the three months ended September 30, 2026 and 2025 of $884.1 million and $303.2 million, respectively, is comprised of depreciation and amortization within the reportable segments of $833.8 million and $259.7 million, respectively, and depreciation and amortization not allocated to the segments of $50.2 million and $43.5 million, respectively. Consolidated depreciation and amortization for the nine months ended September 30, 2026 and 2025 of $2,632.9 million and $892.9 million, respectively, is comprised of depreciation and amortization within the reportable segments of $2,496.5 million and $756.0 million, respectively, and depreciation and amortization not allocated to the segments of $136.3 million and $136.9 million, respectively.

For the three months ended September 30, 2026, includes amortization of acquisition-related intangible assets within the reportable segments of $380.7 million, $81.8 million and $291.8 million for Enterprise, Platforms and SMB, respectively. For the three months ended September 30, 2025, includes amortization of acquisition-related intangible assets within the reportable segments of $29.0 million, $13.3 million and $166.3 million for Enterprise, Platforms and SMB, respectively. For the nine months ended September 30, 2026, includes amortization of acquisition-related intangible assets within the reportable segments of $1,186.9 million, $262.4 million and $809.8 million for Enterprise, Platforms and SMB, respectively. For the nine months ended September 30, 2025, includes amortization of acquisition-related intangible assets within the reportable segments of $87.3 million, $39.9 million and $479.2 million for Enterprise, Platforms and SMB, respectively.

(4) Comprised of centrally managed support functions, including human resources, finance, legal and compliance.

(5) Technology, operations and product development expenses relate to functions centrally managed, which support and benefit the overall business.

(6) Operating income includes acquisition, transformation and transaction expenses of $273.7 million and $205.1 million for the three months ended September 30, 2026 and 2025, respectively, which were primarily included within Corporate and other expenses. Operating income includes acquisition, transformation and transaction expenses of $858.8 million and $433.4 million for the nine months ended September 30, 2026 and 2025, respectively, which were primarily included within Corporate and other expenses.

NOTE 16—COMMITMENTS AND CONTINGENCIES

Legal Matters

We are party to a number of claims and lawsuits incidental to our business. In our opinion, the liabilities, if any, which may ultimately result from the outcome of such matters, individually or in the aggregate, are not expected to have a material adverse effect on our financial position, liquidity, results of operations or cash flows.