Sentences and paragraphs of GPN's Risk Factors and MD&A, 10-K 2026-02-20 against 10-K 2025-02-14.
Each links to the text at sec.gov.
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AddedRisk Factors
•Potential unknown liabilities and unforeseen increased expenses or delays associated with the acquisition; and
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
•Diversion of the attention of management and the disruption of, or the loss of momentum in, our ongoing businesses or inconsistencies in standards, controls, procedures and policies.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
•There may be potential adverse reactions or changes to business relationships resulting from the acquisition or joint venture, including as it relates to our or the acquired company's or our joint venture partners' ability to successfully renew existing client contracts on favorable terms or at all and obtain new clients;
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
Many merchants in our enterprise merchant segment have non-exclusive agreements with multiple providers of payment processing services and receive services simultaneously from multiple providers. These large merchants frequently have the contractual right and the technical capabilities to redirect and reallocate transaction volume between payment processors at any time and in their discretion. There are many reasons why an enterprise merchant may decide to direct transaction volume away from us including a failure by us to provide services in accordance with merchants’ expectations and an offer for more competitive pricing by another provider. If our enterprise customers shift significant transaction volume to other providers, it will adversely affect our business, financial condition, results of operations and cash flows.
Read it in 10-K 2026-02-20 at sec.gov ↗
RemovedRisk Factors
•If we do not renew or renegotiate our agreements on favorable terms with our customers within the Issuer Solutions segment, our business will suffer. The timing of the conversions or deconversions of card portfolios could also affect the amount and timing of our revenues and expenses.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedRisk Factors
Consolidation among financial institutions, particularly in the area of credit card operations and consolidation in the retail industry, is a risk that could negatively affect our existing customer agreements and future revenues. In addition, consolidation among financial institutions has led to an increasingly concentrated customer base, which results in a changing mix toward larger customers. Continued consolidation among financial institutions could increase the bargaining power of our current and future customers and further increase our customer concentration. Consolidation among financial institutions and retail customers and the resulting loss of any significant number of customers by us could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedRisk Factors
If we do not renew or renegotiate our agreements on favorable terms with our customers within the Issuer Solutions segment, our business will suffer. The timing of the conversions or deconversions of card portfolios could also affect the amount and timing of our revenues and expenses.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedRisk Factors
A significant amount of our Issuer Solutions segment revenues is derived from long-term contracts with large financial institutions and other financial service providers. The financial position of these customers and their willingness to pay for our services are affected by general market conditions, competitive pressures and operating margins within their industries. When our long-term contracts near expiration, the renewal or renegotiation of the contract presents our customers with the opportunity to consider other providers, transition all or a portion of the services we provide in-house or seek lower rates for our services. Additionally, as we modernize the technology platform we use to deliver services, some Issuer Solutions customers may not be agreeable to our modernization efforts and may choose to end their contracts prematurely, or not renew their contracts as a result. The loss of our contracts with existing customers or renegotiation of contracts at reduced rates or with fewer services could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedRisk Factors
In addition, the timing of the conversion of card portfolios of new payment processing customers to our processing systems and the deconversion of existing customers to other systems could affect the amount and timing of our revenues and expenses. Due to a variety of factors, conversions and deconversions may not occur as scheduled, and this may have a material adverse effect on our business, financial condition, results of operations and cash flows.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedRisk Factors
We are also subject to examination by the FFIEC as a result of our provision of data processing services to financial institutions. As the regulatory environment remains unpredictable and subject to rapid change, new obligations could increase the cost and complexity of compliance. Evolving regulations also increase the risk of investigations, fines, nonmonetary penalties and litigation. Because of our services in relation to the banking industry, much of our business is obligated, either under law or via contracts with our customers, to comply with anti-money laundering regulations. Noncompliance with these regulations could lead to substantial regulatory fines and penalties or damages from private causes of action. The effect of such regulations could adversely affect our business, financial condition, results of operations and cash flows.
Read it in 10-K 2025-02-14 at sec.gov ↗
RewordedRisk Factors
Our future growth and profitability also depend upon on our continued expansion within the markets ability to deepen our presence in which we currently operate, our existing markets, benefit from the further expansion development of these markets, and capitalize on the emergence of other new markets for payment technology and software solutions and our ability to penetrate these markets. solutions.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
Any type of security breach, cyberattack, incident, cybersecurity attack, unintentional or intentional disclosure of sensitive business and personal information information, or misuse of data described above or otherwise, whether experienced by us or an associated third party, could harm our reputation; deter existing and prospective customers from using our services or from making digital payments generally; cause a loss of revenue; increase our operating expenses in order to contain and remediate the incident; expose us to unanticipated or uninsured liability; disrupt our operations (including potential service interruptions); distract our management; increase our risk of litigation or regulatory scrutiny; and result in the imposition of penalties and fines under state, federal and foreign laws or by the card networks; and adversely affect networks (which may not be covered by our continued card network registration or membership and financial institution sponsorship. insurance policies).
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
While we continue to dedicate resources and management time to ensure that we have effective internal control over financial reporting, failure to achieve and maintain an effective internal control environment could have a material adverse effect on our ability to timely generate accurate financial statements in conformity with accounting principles generally accepted in the United States, and, resultingly, on the market's perception of our business and on our stock price.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
We have adopted policies and procedures, including procedures as part of our information security program, as well as an incident response plan and oversight of cybersecurity risks by both the board of directors and management oversight of cybersecurity risks, plan, that we believe are designed to facilitate the identification, assessment and management of those risks, including any risks that have the potential to be material.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
If the integration and conversion process with respect to the Worldpay Acquisition and other acquisitions does not proceed smoothly, smoothly or on a timely basis, the following factors, among others, could reduce our revenues and earnings, increase our operating costs and result in us not achieving projected synergies: synergies, each adversely affecting our business, financial condition, results of operations and cash flows:
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
Our information security program program, which is designed to address cybersecurity risks and is subject to oversight by both the Board of Directors and management, includes technical, physical and administrative controls that are designed to maintain the confidentiality, integrity and availability of our information and technical assets.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
Regulatory In addition, regulatory changes may result in lead financial institutions seeking to charge their customers impose additional fees for on the use of credit or debit cards. cards, which could reduce card usage.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
Furthermore, developing Developing and acting on these initiatives, and collecting, measuring and reporting related information and metrics can initiatives to address sustainability matters may be costly, difficult and time consuming, and are subject to evolving reporting standards and/or contractual obligations.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
Investor and other stakeholder scrutiny related to interest in our sustainability practices, and our disclosed performance and aspirations for these practices, may increase costs may, from time to time, result in additional considerations or expectations and expose us to numerous risks.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
Denial of service, ransomware ransomware, phishing attempts, brute force attacks, exploiting software vulnerabilities (including “zero-day attacks”), supply chain attacks and other events or other methods of attacks could be launched against us for a variety of purposes, including to interfere with our services or to create a diversion for other malicious activities.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
Government regulators, investors, customers and the general public are increasingly focused have shown varying degrees of focus on sustainability practices and disclosures, and views on this topic these topics are diverse and rapidly changing. subject to change.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
If ratings for our debt fall below investment grade, our access to the capital markets could become restricted, and our relationships with certain customers of our Issuer Solutions segment could also be affected. restricted.
Read it in 10-K 2026-02-20 at sec.gov ↗
Quiet changesRisk Factors
We believe we have designed our risk identification, assessment and management processes and procedures to account for cybersecurity risks associated with our use of third-party service providers.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
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. 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 as described above. In April 2025, we obtained bridge financing that was terminated in November 2025 when we issued $6.2 billion in senior unsecured notes as described in "Note 9—Long-Term Debt and Lines of Credit" in the accompanying consolidated financial statements.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
Our Issuer Solutions business met the criteria to be classified as a discontinued operation, and we present the historical operations of our former Issuer Solutions reportable segment as discontinued operations for all periods presented accordingly. Our continuing operations consists of our Merchant Solutions business and corporate functions. See "Note 1—Basis of Presentation and Summary of Significant Accounting Policies" and “Note 3—Business Dispositions and Discontinued Operations” in the notes to the accompanying consolidated financial statements for further information.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
•Consolidated operating income for the year ended December 31, 2025 reflects an increase in transformation costs we incurred in preparation for the divestiture of our Issuer Solutions business and in positioning ourselves for the future integration of Worldpay.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
For the year ended December 31, 2025, revenues in our integrated and embedded solutions service line increased $211.6 million, or 6.6%, as payments continue to transition to more embedded and digital native environments. Revenues in our point of sale and software solutions service line decreased $190.9 million for the year ended December 31, 2025, or 12.6%. Excluding the effect of the AdvancedMD business disposed of in December 2024 and the Payroll Solutions business disposed of in September 2025, revenues increased approximately 7% for the year ended December 31, 2025, driven by growth in software revenues. Revenues in our core payments solutions service line declined $50.9 million for the year ended December 31, 2025, or 1.7%, as a result of reduced emphasis on our wholesale business and our exit of certain markets in Asia Pacific.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates beginning in 2025.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
The OBBBA and Pillar Two directive did not have a material effect on our financial statements for the year ended December 31, 2025, and we are continuing to evaluate the potential effect on future periods.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
Equity in income of equity method investments, net of tax, increased $49.9 million to $120.1 million compared to $70.2 million for the prior year, primarily due to a gain of $48.6 million in 2025 related to the acquisition of the remaining interest in one of our equity method investments.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
Operating income increased $337.6 million and operating margin increased 12.8% primarily due to the cessation of depreciation and amortization associated with classification of the assets as held for sale and higher revenues. This was partially offset by the $160.4 million loss on business disposition recognized during the year ended December 31, 2025 to reduce the carrying amount of the Issuer Solutions disposal group to estimated fair value less costs to sell.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
Our consolidated statements of cash flows include cash flows from discontinued operations for all periods presented, and therefore the following liquidity discussion includes both continuing and discontinued operations.
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AddedMD&A
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.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
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, and in doing so wrote-off the recognition of previously unamortized deferred financing costs of approximately $19.0 million for the year ended December 31, 2025.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
During the second quarter of 2025, the classification of the Issuer Solutions disposal group as held for sale and a discontinued operation triggered a requirement to evaluate the Issuer Solutions disposal group for potential impairment. Based on the quantitative assessment, we recognized a goodwill impairment charge of $33.2 million in discontinued operations during the three months ended June 30, 2025. As a result of changes to our plan of sale for a component of our discontinued operations during the fourth quarter of 2025, this charge was reclassified from discontinued operations to continuing operations and reflected as impairment of goodwill in our consolidated statement of income for the year ended December 31, 2025.
Read it in 10-K 2026-02-20 at sec.gov ↗
RemovedMD&A
We operate in two reportable segments: Merchant Solutions and Issuer Solutions. During the second quarter of 2023, we completed the sale of the consumer portion of our Netspend business, which comprised our former Consumer Solutions segment. Our consolidated financial statements include the results of our former Consumer Solutions segment for periods prior to disposition. See "Note 18—Segment Information" in the notes to the accompanying consolidated financial statements for additional information about our segments.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
We have furthered our business strategy through the following key transactions during 2024:
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
•We completed the sale of AdvancedMD, Inc. ("AdvancedMD") in December 2024 for approximately $1 billion, subject to certain closing adjustments, and up to $125 million contingent upon the purchaser achieving certain specified returns. 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. We recognized a gain on the sale of $273.1 million during the year ended December 31, 2024.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
•Consolidated operating income for the year ended December 31, 2024 included the favorable effects of the increase in revenues as compared to the prior year, as well as lower acquisition and integration expenses and share-based compensation expense. These favorable effects were offset by expenses related to business transformation activities, a technology asset charge and an increase in amortization of acquired intangibles, primarily related to the acquisition of EVO as discussed in further detail below. Consolidated operating income for the year ended December 31, 2024 included the gain on the sale of AdvancedMD described above. Consolidated operating income for the year ended December 31, 2023 included the effects of the gain on the sale of our gaming business and the loss on the sale of our consumer business.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
Consumer Solutions. During the second quarter of 2023, we completed the sale of the consumer portion of our Netspend business, which comprised our former Consumer Solutions segment. For the periods prior to disposition, our Consumer Solutions arrangements included a stand-ready performance obligation to provide account access and facilitate purchase transactions. Revenues principally consisted of fees collected from cardholders and fees generated by cardholder activity in connection with the programs that we managed. Customers were typically charged a fee for each purchase transaction made using their cards, unless the customer was on a monthly or annual service plan, in which case the customer was instead charged a monthly or annual subscription fee, as applicable. Customers were also charged a monthly maintenance fee after a specified period of inactivity. We also charged fees associated with additional services offered in connection with our accounts, including the use of overdraft features, a variety of bill payment options, card replacement, foreign exchange and card-to-card transfers of funds initiated through our call centers. Revenues were recognized net of fees charged by the payment networks for services they provided in processing transactions routed through them.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
During the year ended December 31, 2024, Corporate expenses also reflected costs of $99.1 million associated with our business transformation initiative, employee termination benefits of $99.6 million, which included $19.4 million of share-based compensation expense, and charges of $55.8 million for technology assets that will no longer be utilized under a revised technology architecture development strategy.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
The increase in segment revenues was primarily due to the $479.5 million effect of higher transaction volume. In addition, our acquisition of EVO in March 2023 contributed $189.3 million to segment revenue growth during the year ended December 31, 2024, as the year ended December 31, 2023 only included the acquisition for a portion of the period. The revenues of the EVO business include the cross-selling of our service offerings into the acquired EVO customer base and other benefits to revenues from initiatives of the combined organization. There were no other material factors contributing to the change in segment revenues.
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RemovedMD&A
Net income attributable to noncontrolling interests increased $31.2 million to $73.8 million, compared to $42.6 million for the prior year primarily due to redemption price adjustments related to our subsidiary in Greece, which is discussed in further detail in "Note 16—Noncontrolling Interests" in the notes to the accompanying consolidated financial statements.
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RemovedMD&A
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. As of December 31, 2024, the remaining amount available under our share repurchase program was $1,850.0 million.
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RemovedMD&A
During the year ended December 31, 2024, we recognized a charge of $55.8 million for technology assets that will no longer be utilized under a revised technology architecture development strategy.
Read it in 10-K 2025-02-14 at sec.gov ↗
RewordedMD&A
Discussion of our results of operations for the year ended December 31, 2023 2024 compared to the year ended December 31, 2022 2023 that have has been omitted under this item and can be found in "Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" in "Exhibit 99.1" to our Annual Current Report on Form 10-K for the year ended December 31, 2023, which was 8-K filed with the United States Securities and Exchange Commission on February 14, 2024. November 4, 2025.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
Borrowings under the revolving credit facility Revolving Credit Facility will bear interest, at our option, at a rate equal to (i) for Secured Overnight Financing Rate ("SOFR") secured overnight financing rate based currencies or certain alternative currencies, a secured overnight financing rate (subject to a 0.00% floor) plus a 0.10% credit spread adjustment or an alternative currency term rate (subject to a 0.00% floor), as applicable, (ii) for US dollar borrowings, a base rate, (iii) for US dollar borrowings, a daily floating secured overnight financing rate (subject to a 0.00% floor on or after January 1, 2023) plus a 0.10% credit spread adjustment floor) or (iv) for certain alternative currencies, a daily alternative currency rate (subject to a 0.00% floor), in each case, plus an applicable margin.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
We determined on the basis As of the October 1, 2025, we performed a quantitative assessments assessment of impairment for all of our Issuer Solutions, Europe Merchant Solutions, Spain Merchant Solutions and Latin America Merchant Solutions reporting units and determined that the fair value of each reporting unit was greater than its respective carrying amount, indicating no impairment.
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RewordedMD&A
We also had restricted cash of $197.6 $376.3 million as of December 31, 2024, 2025, representing amounts under subject to regulatory or legal restriction, restriction in their use, including amounts deposited by customers for prepaid card transactions and transactions, funds held as a liquidity reserve. reserve, and cash deposits held in escrow on our behalf by third parties.
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RewordedMD&A
Cost The disposition of AdvancedMD had the effect of reducing cost of service as a percentage of revenues decreased to 37.2% by 0.2% for the year ended December 31, 2024 from 38.6% in 2025 compared to the prior year. year ended December 31, 2024.
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RewordedMD&A
Furthermore, in connection with the issuance of convertible notes in February 2024, we paid $256.3 million to purchase privately negotiated capped call transactions to hedge the potential dilutive effect upon conversion of the notes, or offset our cash obligation if the cash settlement option were to be elected.
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RewordedMD&A
The income statement data for the years ended December 31, 2025 and 2024 and 2023 is derived from the accompanying audited consolidated financial statements included in "Item 8 - Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. statements.
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RewordedMD&A
We believe that the fair value of each of our reporting units is substantially in excess of its carrying amount, except for our Issuer Solutions reporting unit, whose fair value exceeded its carrying amount by approximately 7% as of October 1, 2024. amount.
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RewordedMD&A
On August 22, 2022, November 14, 2025, we issued $2.5 $6.2 billion aggregate principal amount of senior unsecured notes consisting of the following: following (i) $1.75 billion aggregate principal amount of 4.500% senior notes due November 2028;
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RewordedMD&A
(i) settlement-related cash balances, (ii) funds held as collateral for merchant losses ("Merchant Reserves") and (iii) certain funds held for customers. customers and (iv) proceeds from our November Senior Notes offering which were reserved to fund our planned acquisition of Worldpay.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
As of December 31, 2024, 2025, there were borrowings of $1,500.0 million $1.5 billion outstanding under the revolving credit facility Revolving Credit Facility with an interest rate of 5.86%, 5.11%, and the total available commitments under the revolving credit facility Revolving Credit Facility were $3.7 $4.1 billion.
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RewordedMD&A
Revenues Selling, general and administrative expenses from our Merchant Solutions segment business for the year ended December 31, 2024 increased 2025 decreased by $536.9 $262.9 million, or 7.5%, 8.4%, to $7,688.7 $2,857.3 million from $7,151.8 $3,120.3 million in the prior year.
Read it in 10-K 2026-02-20 at sec.gov ↗
