Western Union CO

The calculation of basic earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding for the period. Outstanding options to purchase Western Union stock and unvested shares of restricted stock are excluded from basic shares outstanding. Diluted earnings per share reflects the potential dilution that could occur if outstanding stock options at the presented dates are exercised and shares of restricted stock have vested, using the treasury stock method. The treasury stock method assumes proceeds from the exercise price of stock options and the unamortized compensation expense of options and restricted stock are available to acquire shares at an average market price throughout the period, and therefore, reduce the dilutive effect.

Shares excluded from the diluted earnings per share calculation were 18.5 million and 17.1 million for the three months ended September 30, 2026 and 2025, respectively, and 17.8 million and 16.1 million for the nine months ended September 30, 2026 and 2025, respectively. The effect of these shares was anti-dilutive under the treasury stock method, as the assumed proceeds of the options and restricted stock per unit were above the Company’s average share price during the periods.

The following table provides the calculation of diluted weighted-average shares outstanding (in millions):

4. Acquisitions

Eurochange Limited

On April 7, 2025, the Company acquired the entire share capital of Eurochange Limited (“Eurochange”). The acquisition of Eurochange better enables the Company to deliver accessible financial services to consumers by expanding its travel money services and Company-operated locations in the United Kingdom (“UK”). Eurochange primarily provides travel money services through its own network of locations, agent locations, kiosks, and online platforms.

International Money Express, Inc.

On August 10, 2025, the Company entered into an agreement (“Merger Agreement”) to purchase the entire share capital of International Money Express, Inc. (“Intermex”) (“Merger”) for approximately $500 million in cash and repay all of Intermex’s outstanding indebtedness under their revolving credit facility. On August 13, 2026, the Company obtained approval of the Merger from the New York State Department of Financial Services. Also on August 13, 2026, the California Department of Financial Protection and Innovation (“DFPI”) sent a letter to the Company and Intermex suspending the approval of the Merger, pending further ongoing review. The Merger is subject to the reinstatement of the DFPI’s approval and the satisfaction or waiver of the other customary closing conditions set forth in the Merger Agreement. The Company and Intermex continue to engage in discussions with the DFPI regarding reinstatement of DFPI’s approval of the Merger. The Merger Agreement contains termination rights for the Company and Intermex, including the right of either party to terminate the Merger Agreement if the Merger is not completed by November 10, 2026.