Global Payments (GPN) 10-K risk factor changes: FY2024 vs FY2023

You should consider carefully the following risks and other information contained in this Annual Report on Form 10-K and other SEC filings before you decide [removed: whether] to buy [added: or sell] our common stock.

If any of the events or conditions contemplated by the following discussion of risks should occur, our business, financial condition, liquidity, results of operations [removed: and/or] [added: and] cash flows could suffer significantly.*

The following is a summary of the principal risks that could materially and adversely affect our business, financial condition, liquidity, results of operations [removed: and/or] [added: and] cash flows.

- Software and hardware defects, failures, undetected [removed: errors,] [added: errors] and development delays could affect our ability to deliver our services, damage customer relations, expose us to liability and have an adverse effect on our business, financial condition and results of operations.

[removed: -] Our systems or our third-party providers' systems may fail, [added: or we may be unable to renew or renegotiate agreements with key suppliers,] which could interrupt our service, cause us to lose business, increase our costs and expose us to liability.

- Our revenues from the [removed: sale] [added: provision] of services to merchants that accept Visa and Mastercard are dependent upon our continued Visa and Mastercard registrations, financial institution sponsorship and, in some cases, continued membership in certain card networks.

If we are unable to maintain clearing services with these financial institutions and are unable to find a replacement, our [removed: business] [added: business, financial condition and results of operations] may be adversely affected.

- Our future growth depends in part on the continued expansion within markets in which we already operate, the emergence of [added: and our entry into] new [removed: markets,] [added: markets] and the continued availability of alliance relationships and strategic acquisition [added: and joint venture] opportunities.

- Consolidation among financial institutions or among retail customers, including the merger of our customers with entities that are not our customers or the sale of portfolios by our customers to entities that are not our customers, could [added: materially] affect our [added: business,] financial condition, results of operations and cash flows.

The timing of the conversions or deconversions of card portfolios could also affect [added: the amount and timing of] our revenues and expenses.

- Fraud by merchants or others and losses from overdrawn cardholder accounts could have an adverse effect on our [added: business,] financial condition, results of operations and cash flows.

- The integration and conversion of our acquired operations or other future acquisitions, if any, could result in increased operating costs if the anticipated synergies [removed: of operating these businesses as one] [added: from the combination] are not achieved, a loss of strategic opportunities if management is distracted by the integration [removed: process,] [added: process] and a loss of customers if our service levels drop during or following the integration process.

- Our inability to complete certain [removed: divestitures] [added: dispositions] or the effects of [removed: divesting] [added: disposing] a business could have a material adverse effect on our [removed: business and] [added: business,] financial [removed: results.][added: condition and results of operations.]

Any new implementation of or changes made to laws, regulations or other industry standards affecting our business in any of the geographic regions in which we operate may require significant development and compliance efforts or have an unfavorable effect on our ability to continue to offer certain services, [removed: or on] [added: which could adversely affect] our [added: business,] financial [added: condition,] results [added: of operations] and [removed: our] cash flows.

- We are subject to risks associated with changes in interest rates or currency exchange [removed: rates,] [added: rates and may not effectively hedge against these risks,] which could adversely affect our business, financial condition, results of operations and cash [removed: flows, and we may not effectively hedge against these risks.][added: flows.]

[removed: - Failure] [added: Failure] to maintain effective internal [removed: controls] [added: control over financial reporting] in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our [removed: business.][added: business.]

The impairment of a portion of these assets could [removed: negatively] [added: adversely] affect our business, financial condition and results of operations.

- We are subject to economic and geopolitical risk, health and social events or conditions, the business cycles and credit risk of our customers and the overall level of consumer, business and government spending, which could [removed: negatively] [added: adversely] affect our business, financial condition, results of operations and cash flows.

In order to provide our services, we process and store sensitive business and personal information, which may include credit and debit card numbers, bank account numbers, social security numbers, driver’s license numbers, names and [removed: addresses,] [added: addresses] and other types of [added: sensitive] personal [removed: information] or [removed: sensitive] business information.

Some of this information is also processed and stored by financial institutions, merchants and other entities, as well as third-party service providers to whom we outsource certain [removed: functions] [added: functions,] and other agents, such as independent consultants and auditors, which we refer to collectively as our associated third parties.

We have adopted policies and procedures, [removed: involving] [added: including] an incident response plan and [added: oversight of cybersecurity risks by] both the board of directors and management oversight of cybersecurity risks, that we believe are designed to facilitate the identification, assessment and management of those [removed: risks] [added: risks,] including any risks that have the potential to be material.

Our information security program [removed: establishes] [added: includes] technical, physical and administrative controls [added: that are designed] to maintain the confidentiality, integrity and availability of our information and technical assets.

However, we cannot provide any assurance that these cybersecurity risk management processes [added: and controls] will be fully complied with or [removed: effective] [added: effective,] and we cannot be certain that these measures or [removed: other] [added: others] will always be successful or will always be sufficient to counter, or to rapidly detect, [removed: contain,] [added: contain] and [removed: remediate,] [added: remediate] all current and emerging technology threats.

More particularly, our computer systems and/or our associated third parties’ computer systems have been, and we expect will continue to be, targeted for penetration on a regular basis, and our data protection measures may not [removed: prevent] [added: prevent, and occasionally have not prevented,] unauthorized access.

The techniques used to obtain unauthorized access, disable or degrade [removed: service] [added: services] or sabotage systems change [removed: frequently, are often difficult to detect and continually evolve and become more sophisticated.][added: frequently.]

Threats to our systems and our associated third parties’ systems [added: (such as the use of AI by threat actors in furtherance of cyberattacks)] can derive from human [removed: error, fraud] [added: error] or [removed: malice on the part of] [added: malicious actions by] employees or third parties, including state-sponsored organizations with significant financial and technological resources.

In addition, we have experienced and may continue to experience [removed: errors, interruptions] [added: system disruptions] or delays [removed: from] [added: caused by] computer viruses and other malware or vulnerabilities that could infect our systems or those of our associated third parties.

Denial of service, ransomware or other [added: methods of] attacks could be launched against us for a variety of purposes, including to interfere with our services or [added: to] create a diversion for other malicious activities.

Our defensive measures may not prevent downtime, unauthorized access or [removed: use] [added: misuse] of sensitive data.

We have experienced [removed: such incidents] [added: all of the incident types described] in [added: this paragraph in] the past, and we cannot guarantee that we will be able to [removed: anticipate or] detect [added: and prevent] all [removed: attacks or vulnerabilities or implement adequate preventative measures] [added: such incidents] in the future.

While we maintain first- and third-party insurance [removed: coverage] [added: policies] that may [removed: cover] [added: provide coverage for] certain aspects of [removed: cyber] [added: cybersecurity] risks, such insurance coverage may be insufficient to cover all [removed: losses.][added: losses resulting from an incident.]

Companies we acquire may [added: also] require implementation of additional cyber defense [removed: methods] [added: controls or processes] to align with our [removed: standards] [added: information security program] and, as a result, there may be a period [added: of heightened risk between the acquisition date and the completion of such implementation.]

Furthermore, certain of our third-party relationships are subject to our vendor management program and are governed by written [removed: contracts.][added: contracts that contain requirements relating to information security.]

[removed: 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; however,] [added: However,] we do not control the actions of our associated third parties, and any [removed: problems experienced by these third parties, including those resulting from breakdowns or other] disruptions in [removed: the] [added: their] services [removed: provided] [added: caused] by [removed: such parties or cyberattacks, targeted attacks against our employees and associated third parties and] [added: cyberattacks and/or] security [removed: breaches,] [added: breaches] could adversely affect our ability to service our customers or otherwise conduct our business.

In addition, we impose contractual requirements on our counterparties, including vendors and other third parties, [added: to comply with applicable privacy and security laws] related to the use and security of [added: sensitive or] personal [removed: data and other confidential information, along with compliance with applicable privacy and security laws.][added: information.]

We cannot provide [removed: any assurance] [added: assurances] that these contractual requirements [removed: related to those who have access to this data] will be followed or will be adequate to prevent the misuse of this data.

[removed: We have occasionally received notifications from vendors and other third parties regarding the exposure of or unauthorized access to our data stored on their information systems, and any] [added: Any] future misuse or compromise of personal information stored on those systems, or any other failure by a [removed: vendor] [added: vendor, partner] or other third party to abide by our contractual requirements, could expose us to regulatory fines, third-party liability, protracted and costly litigation and, with respect to misuse of the personal information of our customers, lost revenue and reputational harm.

Any type of security breach, [removed: attack] [added: cyberattack, unintentional] or [added: intentional disclosure of sensitive business and personal information or] misuse of data described above or otherwise, whether experienced by us or an associated [removed: vendor or other] third party, could harm our reputation; deter existing and prospective customers from using our services or from making digital payments generally; 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; result in the imposition of penalties and fines under state, federal and foreign laws or by the card networks; and adversely affect our continued card network registration or membership and financial institution sponsorship.

Removal from the networks' lists of Payment Card Industry Data Security Standard [added: ("PCI DSS")] compliant service providers could mean that existing customers, sales partners or other third parties could cease using or referring others to our services.

Any of the foregoing could adversely affect our business, financial condition [removed: or] [added: and] results of operation.

- We depend on relationships with third parties.

- We may not realize the anticipated growth benefits and cost savings from, or our business may be disrupted by, our business transformation and reorganization activities.

- Our business may be affected by current and future laws and regulations governing the development, use and deployment of AI technologies, as well as potentially related private litigation.

- Investor and other stakeholder scrutiny related to our sustainability practices, and our disclosed performance and aspirations for these practices, may increase costs and expose us to numerous risks.

These techniques are often difficult to detect and they continually evolve and may become more sophisticated.

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.

We have occasionally received notifications from third parties informing us that our data stored on their systems has been accessed without authorization.

In addition, as a global company, we are increasingly subject to complex and varied cybersecurity incident reporting requirements across numerous jurisdictions.

With the often short timeframes required for cyber incident reporting, there is a risk that the Company or its associated third parties will fail to meet the reporting deadlines for any given incident.

Regardless of where an incident occurs, it may take considerable time for us to investigate and evaluate the full impact of a cybersecurity incident, particularly in the case of a sophisticated attack.

These factors may inhibit our ability to provide prompt, full and reliable information about the cybersecurity incident to our customers, partners and regulators, as well as to the public.

If we are unable to comply with reporting requirements, we could be subject to monetary damages, civil and criminal penalties, litigation, investigations and proceedings and damage to our reputation.

Any of the foregoing could adversely affect our business, financial condition and results of operation.

We depend on relationships with third parties.

In addition, if we are unable to renew or renegotiate our agreements with key suppliers on favorable terms to us or at all, or find alternative third-party providers, our services may be affected.

Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and cash flows.

As of December 31, 2024, our allowance for credit losses increased to $24.7 million from $19.0 million as of December 31, 2023, a 30% increase.

See “—Risks Related to General Economic Conditions—We are subject to economic and geopolitical risk, health and social events or conditions, the business cycles and credit risk of our customers and the overall level of consumer, business and government spending, which could adversely affect our business, financial condition, results of operations and cash flows.” for further information about how general economic conditions could adversely affect our business, financial condition, results of operations and cash flows.

- The data security, cybersecurity and operational resilience posture of the acquired entities, joint ventures or companies we invest in or partner with, may not be adequate and may be more susceptible to a system failure, service disruption or cybersecurity incident or attack; and

We may not realize the anticipated growth benefits and cost savings from, or our business may be disrupted by, our business transformation and reorganization activities.

Any of the foregoing could adversely affect our business, financial condition and results of operation.

We are streamlining and simplifying our strategy, organization and operating environment through a transformation program to deliver a global unified operating company.

These transformation activities began in the third quarter of 2024, and are expected to continue over the next few years.

Our strategic initiatives may not deliver the expected benefits within the anticipated timeframes.

In addition, these efforts may disrupt our business activities, which could adversely affect our business, financial condition and results of operation.

Our ability to achieve the anticipated benefits from these actions within the expected timeframe is subject to many estimates and assumptions, some of which are beyond our control.

If these estimates and assumptions are incorrect, if we experience delays, or if other unforeseen events occur, our business, financial condition and results of operation could be adversely affected.

Our business may be affected by current and future laws and regulations governing the development, use and deployment of AI technologies, as well as potentially related private litigation.

Our development and use of AI technology in our operations remains in the early phases.

While we intend to develop and use AI responsibly and attempt to mitigate ethical and legal issues presented by its use, we may ultimately be unsuccessful in identifying or resolving these issues before they arise.

AI technologies are complex and rapidly evolving, and the technologies that we develop or use may ultimately be flawed.

Moreover, AI technology is subject to rapidly evolving domestic and international laws and regulations, which could impose significant costs and obligations on us.

As a result, our ability to leverage AI could be restricted by significant costs and costly legal requirements, which could adversely affect our business, financial condition and results of operations.

Additionally, interchange and/or other processing fees have recently become the subject of newly enacted and/or proposed new legislation that seeks to limit the application of interchange and/or other processing fees to portions of transactions processed via credit or debit.

Such legislation would add significant complexity to existing systems and processes and/or would require code development and technological changes, the cost of which may not be recouped.

The inability to apply interchange and/or other processing fees to portions of transactions could negatively affect the economic opportunity associated with such transactions and result in an adverse effect to our business, financial condition, results of operations and cash flows.

The effect of such regulations could adversely affect our business, financial condition, results of operations and cash flows.

Continuing developments in privacy and data protection regulation globally, combined with the rapid pace of technology innovation, have created risks and operational challenges for many of our business activities as described in "Item 1 - Business" of this Annual Report on Form 10-K.

See "—Risks Related to Our Business Model and Operations—Our business may be affected by current and future laws and regulations governing the development, use and deployment of AI technologies, as well as potentially related private litigation” for further information about the risks of the use and deployment of AI technologies.

We may have difficulty aligning our operations to comply with varying or conflicting laws, rules and regulations.

of heightened risk between the acquisition date and the completion of such implementation.

In addition, the card networks could refuse to allow us to process through their networks.

merchant and cardholder data, harm to our business or reputation, exposure to fraud losses or other liabilities, negative publicity, additional operating and development costs, litigation expenses, fines and other sanctions imposed by card networks or regulators, and/or diversion of technical and other resources.

services are affected by general market conditions, competitive pressures and operating margins within their industries.

the acquired company's people, services, information security and technology and other assets to realize the projected value of the acquired company and the synergies projected to be realized in connection with the acquisition).

The effect of the regulations could be detrimental to our financial condition.

experiences.

As varying or conflicting regulations come into existence across the jurisdictions in which we operate, we may have difficulty aligning our operations to comply with all applicable laws.

A significant number of other countries are expected to implement similar legislation with varying effective dates in the future.

We have recognized estimated liabilities on the balance sheet for material known tax exposures relating to deductions, transactions and other matters involving some uncertainty as to the proper tax treatment of the item.

These liabilities reflect what we believe to be reasonable assumptions as to the likely final resolution of each issue if raised by a taxing authority.

While we believe that the liabilities are adequate to cover reasonably expected tax risks, there can be no assurance that, in all instances, an issue raised by a tax authority will be finally resolved at a financial amount not significantly more than any related liability on the balance sheet.

While economic conditions have shown moderate improvement in recent months, any of these developments could have a material adverse effect on our financial condition and results of operations.

These shifts in investing priorities may result in adverse effects on the trading price of the Company's common stock if investors determine that the Company has not made sufficient progress on sustainability matters.

other such proposals in the future.

We cannot be assured that key personnel, including executive officers, will continue to be employed or that we will be able to attract and retain qualified personnel in the future.

[removed: The following discussion and analysis of our financial condition and results of operations should be read in conjunction with "Item 8 - Financial Statements and Supplementary Data."] This discussion and analysis contains forward-looking statements about our plans and expectations of what may happen in the future.

Forward-looking statements are based on a number of assumptions and estimates that are inherently subject to significant risks and uncertainties, and our actual results could differ materially from the results anticipated by our forward-looking statements as a result of many known and unknown factors, [removed: including] [added: including,] but not limited to, those discussed in "Item 1A - Risk [removed: Factors." See "Cautionary Notice Regarding Forward-Looking Statements" located above in "Item 1 - Business."][added: Factors" of this Annual Report on Form 10-K.]

[removed: Discussions] [added: Discussion] of our results of operations for the year ended December 31, [removed: 2022] [added: 2023] compared to the year ended December 31, [removed: 2021] [added: 2022] that have been omitted under this item can be found in "Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] which was filed with the United States Securities and Exchange Commission on February [removed: 17, 2023.][added: 14, 2024.]

We have grown organically, as well as through acquisitions, and [removed: we] continue to invest in new [removed: and innovative] technology solutions, infrastructure to support our growing business and the ongoing consolidation and enhancement of our operating platforms.

These investments include new product development and innovation to further enhance and differentiate our suite of technology and [removed: cloud-based] solutions available to customers, along with migration of certain underlying technology platforms to cloud environments to enhance performance, improve speed to market and drive cost efficiencies.

We also continue to execute on integration and [removed: other] [added: business transformation] activities, such as combining business operations, streamlining technology infrastructure, eliminating duplicative corporate and operational support structures and realizing scale efficiencies.

We have furthered our business strategy through [removed: several recent] [added: the following] key transactions during [removed: 2023 as follows:][added: 2024:]

[removed: ◦We established] [added: 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 [removed: issue as a cost effective means of satisfying our short-term liquidity needs.][added: issue.]

Highlights related to our [removed: financial condition at December 31, 2023, and] results of operations for the year [removed: then ended,] [added: ended December 31, 2024] include the following:

- Consolidated revenues for the year ended December 31, [removed: 2023] [added: 2024] increased to [removed: $9,654.4] [added: $10,105.9] million, compared to [removed: $8,975.5] [added: $9,654.4] million for the prior year.

- Merchant Solutions and Issuer Solutions segment operating income and operating margin for the year ended December 31, [removed: 2023] [added: 2024] increased compared to the prior year primarily due to the favorable effect of increases in revenues, [removed: since] [added: as] certain fixed costs do not vary with [removed: revenues, and continued expense management.][added: revenues.]

- Consolidated operating income for the year ended December 31, [removed: 2023] [added: 2024] included the favorable effects of the increase in revenues as compared to the prior year, [removed: partially offset by an increase in expenses primarily related to the] [added: as well as lower] acquisition [removed: of EVO.][added: and integration expenses and share-based compensation expense.]

Consolidated operating income for the year ended December 31, 2023 [removed: also] included the effects of [removed: a loss] [added: the gain] on the sale of our [removed: consumer business, which was partially offset by a gain] [added: gaming business and the loss] on the sale of our [removed: gaming] [added: consumer] business.

We expect industries such as education, government and healthcare, as well as recurring payments and [removed: B2B] [added: business-to-business ("B2B")] payments, to continue to see transactions migrate to digital-based solutions.

Furthermore, due to its benefits and growth potential, we anticipate the increased exploration of use of [removed: artificial intelligence] [added: AI] in the payments industry.

For a further discussion of trends, uncertainties and other factors that could affect our continuing operating results, see the section entitled "Risk Factors" in Item [removed: 1A.][added: 1A of this Annual Report on Form 10-K.]

We have sought to reduce our interest rate risk through [added: the] issuance of fixed rate debt in place of variable rate [removed: debt, including the effect of] [added: debt and through] interest rate swap hedging arrangements [removed: to] [added: that] convert a significant portion of the eligible variable rate borrowings under our revolving credit facility to a fixed rate.

However, inflationary pressure or interest rate fluctuations [removed: have affected and] could [removed: continue to] [added: adversely] affect our business and financial performance as a result of higher costs and/or lower consumer spending.

In addition, continued inflation or a rise in interest rates could [removed: result in] [added: have] an adverse effect on our future financial results and the recoverability of assets.

However, as the future magnitude, duration and effects of these conditions are difficult to [removed: predict at this time,] [added: predict,] we are unable to [removed: predict] [added: project] the extent of the potential effect on our financial results.

[removed: Although we do not have exposure to and did not experience losses as a result of these failures, we] [added: 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. A disruption in financial markets could [removed: impair] [added: harm] our banking partners, which could affect our ability to access our cash or cash equivalents, our ability to provide settlement services or our customers' ability to access their existing cash to fulfill their payment obligations to us.

We [added: may] also [removed: continue to evaluate] [added: experience] the [removed: potential] effects [removed: on our business from] [added: of] heightened geopolitical and economic instability or increased difficulty of conducting business in a country or region due to actual or potential political or military conflict or [removed: action, such as those arising from recent global events, which have increased the level of economic and political uncertainty in various regions of the world.][added: action.]

[removed: These] [added: Merchant Solutions segment] revenues depend upon a number of factors, such as demand for and price of our services, the technological competitiveness of our offerings, our reputation for providing timely and reliable service, competition within our industry and general economic conditions.

We market our services through a variety of [removed: relationship-led and technology-enabled] distribution channels, including a direct sales force, trade associations, agent and enterprise software providers and referral arrangements with value-added resellers ("VARs").

We also [removed: sell] [added: provide] services to [added: merchants referred by] ISOs, payment facilitators and financial institutions.

In certain of these arrangements, the [removed: ISO, financial institution or other] external partner receives a share of the customer profitability in the form of a monthly residual payment, which is reflected as a component of selling, general and administrative expenses in the accompanying consolidated statements of income.

Payment processing services revenues are generated primarily from charges based on the number of accounts on file, transactions and authorizations processed, statements generated and/or mailed, managed services, cards embossed and [removed: mailed,] [added: mailed] and other processing services for cardholder accounts on file.

Most of these customer contracts have prescribed annual minimums, penalties for early [removed: termination,] [added: termination] and service level agreements that may affect contractual fees if specific service levels are not achieved.

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 [added: a monthly or annual subscription fee, as applicable.]

*Selling, General and Administrative Expenses.* Selling, general and administrative expenses consist primarily of salaries, wages, commissions and related expenses paid to sales personnel, customer support functions other than those supporting revenues, administrative employees and management; share-based compensation; costs to obtain customer contracts; residuals paid to ISOs; fees paid to VARs, independent contractors and other third parties; other selling expenses; [added: depreciation and] occupancy costs of leased space directly related to these functions; advertising costs; and, when applicable, acquisition and integration [added: costs and business transformation] costs.

For the purpose of discussing segment operations, we refer to "operating income," which is calculated by subtracting segment direct [removed: expenses] [added: expenses, including both cost of service and selling, general and administrative expenses,] from segment revenues.

Year Ended December 31, [removed: 2023] [added: 2024] Compared to Year Ended December 31, [removed: 2022][added: 2023]

The following table sets forth key selected financial data for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] this data as a percentage of total revenues, and the changes between periods in dollars and as a percentage of the prior-period amount.

The income statement data for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] is derived from the accompanying consolidated financial statements included in "Item 8 - Financial Statements and Supplementary [removed: Data."][added: Data" of this Annual Report on Form 10-K.]

| (dollar amounts in thousands) | | | [removed: 2023] [added: 2024] | | | | | | % of Revenue(1) | | | | | | [removed: 2022] [added: 2023] | | | | | | % of Revenue(1) | | | | | | Change | | | | | | % Change | | |

| [removed: Revenues(2):] [added: Revenues(2):] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Consumer Solutions | | | [removed: 182,740] [added: —] | | | | | | [removed: 1.9] [added: —] | | % | | | | [removed: 620,482] [added: 182,740] | | | | | | [removed: 6.9] [added: 1.9] | | % | | | | [removed: (437,742)] [added: (182,740)] | | | | | | [removed: (70.5)] [added: (100.0)] | | % |

| [removed: Consolidated operating expenses(2):] [added: Operating expenses(2):] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: Operating] [added: Operating] income [removed: (loss)(2):] [added: (loss)(2):] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: Operating margin(2):] [added: Operating margin(2):] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with "Item 8 - Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.

See "Cautionary Notice Regarding Forward-Looking Statements" located above in "Item 1 - Business" of this Annual Report on Form 10-K.

- 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.

- Our capital structure initiatives during 2024 included the issuance of $2.0 billion in aggregate principal amount of 1.500% convertible senior notes due March 2031 through a private placement.

In connection with the issuance of the notes, we entered into 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, for amounts in excess of the principal amount of converted notes up to a cap price.

The year-over-year favorable effect on revenues from the EVO business acquired in March 2023 was offset by the unfavorable effect on revenues from the dispositions of our gaming and consumer businesses in April 2023.

Merchant Solutions operating income for the year ended December 31, 2024 also reflected an increase related to the acquired EVO business, as the year ended December 31, 2023 only included the acquisition for a portion of the period.

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.

Strategy and Business Transformation

Early in 2024, we launched a holistic review of our business to examine our strategy, operations and ability to deliver sustainable performance.

We have refreshed our strategy and are focusing our resources, efforts and investments on the areas of the business that will drive the best opportunities for growth.

These strategic, organizational and operational transformation activities are expected to continue over the next few years.

As we focus on executing and delivering transformation initiatives, we have incurred and anticipate incurring incremental expenses related to the transformation and potential additional asset impairment charges through early 2027.

We are also undertaking a strategic review of our business portfolio to evaluate potential assets for disposition to further streamline our business and create value for shareholders.

We currently expect our transformation initiatives to generate more than $600 million of annual run-rate operating income benefit by the first half of 2027.

Refer to "Item 1 - Business" of this Annual Report on Form 10-K for further details regarding this business transformation initiative.

We believe the increased use of cards and the availability of more sophisticated technology services to all market segments will continue to result in an increasingly competitive and specialized industry.

For a further discussion of trends, uncertainties and other factors that could affect our future operating results, see the section entitled "Risk Factors" in Item 1A of this Annual Report on Form 10-K.

Key Drivers of our Results of Operations

Our revenues for both of our segments are dependent upon the volume of payment transactions we process, cardholder accounts on file and other factors (referred to herein as "transaction volume").

As the majority of our services are priced as a percentage of transaction value or specified fee per unit or transaction, many under multi-year customer arrangements, our revenues generally grow period-over-period in line with the rate of increase in transaction volume.

Our operating expenses consist primarily of amortization of intangible assets, the cost of the technology to provide services to our customers and our people costs to support the operations.

Many of those costs do not vary directly with the level of payment transactions we process for our customers, generating operating leverage.

We also grow our business through strategic acquisitions of similar businesses.

Our revenues increase from the transaction volume from the customers of the acquired businesses.

As we integrate the businesses, we also are able to improve operating income and operating margin by generating synergies to lower the cost base of those businesses.

In our Issuer Solutions segment, cost of service also includes out-of-pocket reimbursable costs, such as postage and other production items.

| Merchant Solutions | | | $ | 7,688,703 | | | | | 76.1 | | % | | | | $ | 7,151,793 | | | | | 74.1 | | % | | | | $ | 536,910 | | | | | 7.5 | | % |

| Issuer Solutions | | | 2,483,657 | | | | | | 24.6 | | % | | | | 2,398,870 | | | | | | 24.8 | | % | | | | 84,787 | | | | | | 3.5 | | % |

| Intersegment eliminations | | | (66,466) | | | | | | (0.7) | | % | | | | (78,984) | | | | | | (0.8) | | % | | | | 12,518 | | | | | | (15.8) | | % |

| Consolidated revenues | | | $ | 10,105,894 | | | | | 100.0 | | % | | | | $ | 9,654,419 | | | | | 100.0 | | % | | | | $ | 451,475 | | | | | 4.7 | | % |

| Cost of service: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Merchant Solutions | | | $ | 2,008,126 | | | | | | | | | | | $ | 1,925,880 | | | | | | | | | | | $ | 82,246 | | | | | 4.3 | | % |

| Issuer Solutions | | | 1,795,001 | | | | | | | | | | | | 1,738,047 | | | | | | | | | | | | 56,954 | | | | | | 3.3 | | % |

| Consumer Solutions | | | — | | | | | | | | | | | | 120,436 | | | | | | | | | | | | (120,436) | | | | | | (100.0) | | % |

| Intersegment eliminations | | | (43,011) | | | | | | | | | | | | (56,842) | | | | | | | | | | | | 13,831 | | | | | | (24.3) | | % |

| Consolidated cost of service | | | $ | 3,760,116 | | | | | 37.2 | | % | | | | $ | 3,727,521 | | | | | 38.6 | | % | | | | $ | 32,595 | | | | | 0.9 | | % |

| Selling, general and administrative: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

- We completed the acquisition of EVO Payments, Inc. (“EVO”) for total purchase consideration of $4.3 billion.

EVO is a payment technology and services provider, offering payment solutions to merchants ranging from small and middle market enterprises to multinational companies and organizations across the Americas and Europe.

The cash portion of the purchase consideration was funded through cash on hand and borrowings from our revolving credit facility.

- We completed the sale of the consumer portion of our Netspend business for approximately $1 billion.

In connection with the sale, we provided $675 million of seller financing and a five-year $50 million secured revolving facility that became available from the date of closing of the sale.

We also completed the sale of our gaming business for approximately $400 million.

- Our capital structure initiatives during 2023 included the issuance of Euro-denominated senior notes and the launch of a commercial paper program:

◦We issued €800 million aggregate principal amount of 4.875% senior unsecured notes due March 2031 and received net proceeds of €790.6 million, or $843.6 million based on the exchange rate on the issuance date.

The net proceeds from the offering were used for general corporate purposes.

The increase in consolidated revenues was primarily due to an increase in transaction volumes, including from the recently acquired EVO business, partially offset by the effects on revenue of the divested businesses.

*Risks Related to Macroeconomic Conditions*

In addition, failures of several financial institutions in the first quarter of 2023, including Silicon Valley Bank and Credit Suisse, have created some uncertainty in the global financial markets and a greater focus on the potential failure of other banks in the future.

While economic conditions have shown moderate improvement in recent months, a downturn in macroeconomic conditions could have an adverse effect on our financial condition and results of operations.

*Other Global Conditions*

We continue to evaluate the potential effects on our business from health and social events, including pandemics like the COVID-19 pandemic.

Although the COVID-19 pandemic has subsided, it caused an economic slowdown and other macroeconomic effects in the U.S. and other markets in which we operate.

The global macroeconomic effects of the pandemic may persist for an indefinite period.

Although we have not experienced significant exposure or adverse effects on our business and financial results to date, the extent to which these events could affect the global economy and our operations is difficult to predict at this time.

However, a significant escalation, expansion of the scope or continuation of the related economic disruptions could have an adverse effect on our business and financial results.

a monthly or annual subscription fee, as applicable.

| Merchant Solutions | | | $ | 7,151,793 | | | | | 74.1 | | % | | | | $ | 6,204,917 | | | | | 69.1 | | % | | | | $ | 946,876 | | | | | 15.3 | | % |

| Issuer Solutions | | | 2,398,870 | | | | | | 24.8 | | % | | | | 2,245,623 | | | | | | 25.0 | | % | | | | 153,247 | | | | | | 6.8 | | % |

| Intersegment eliminations | | | (78,984) | | | | | | (0.8) | | % | | | | (95,507) | | | | | | (1.1) | | % | | | | 16,523 | | | | | | (17.3) | | % |

| Consolidated revenues | | | $ | 9,654,419 | | | | | 100.0 | | % | | | | $ | 8,975,515 | | | | | 100.0 | | % | | | | $ | 678,904 | | | | | 7.6 | | % |

| Cost of service | | | $ | 3,727,521 | | | | | 38.6 | | % | | | | $ | 3,778,617 | | | | | 42.1 | | % | | | | $ | (51,096) | | | | | (1.4) | | % |

| Selling, general and administrative | | | 4,073,768 | | | | | | 42.2 | | % | | | | 3,524,578 | | | | | | 39.3 | | % | | | | 549,190 | | | | | | 15.6 | | % |

| Impairment of goodwill(3) | | | — | | | | | | — | | % | | | | 833,075 | | | | | | 9.3 | | % | | | | (833,075) | | | | | | NM | | |

| Net loss on business dispositions | | | 136,744 | | | | | | 1.4 | | % | | | | 199,094 | | | | | | 2.2 | | % | | | | (62,350) | | | | | | (31.3) | | % |

| Operating expenses | | | $ | 7,938,033 | | | | | 82.2 | | % | | | | $ | 8,335,364 | | | | | 92.9 | | % | | | | $ | (397,331) | | | | | (4.8) | | % |

| Merchant Solutions | | | $ | 2,345,255 | | | | | 24.3 | | % | | | | $ | 2,040,255 | | | | | 22.7 | | % | | | | $ | 305,000 | | | | | 14.9 | | % |

| Issuer Solutions | | | 409,807 | | | | | | 4.2 | | % | | | | 356,215 | | | | | | 4.0 | | % | | | | 53,592 | | | | | | 15.0 | | % |

| Consumer Solutions | | | (3,908) | | | | | | — | | % | | | | 53,594 | | | | | | 0.6 | | % | | | | (57,502) | | | | | | (107.3) | | % |

| Corporate | | | (898,024) | | | | | | (9.3) | | % | | | | (777,744) | | | | | | (8.7) | | % | | | | (120,280) | | | | | | 15.5 | | % |

| Impairment of goodwill(3) | | | — | | | | | | — | | % | | | | (833,075) | | | | | | (9.3) | | % | | | | 833,075 | | | | | | NM | | |

| Net loss on business dispositions | | | (136,744) | | | | | | (1.4) | | % | | | | (199,094) | | | | | | (2.2) | | % | | | | 62,350 | | | | | | (31.3) | | % |

| Operating income | | | $ | 1,716,386 | | | | | 17.8 | | % | | | | $ | 640,151 | | | | | 7.1 | | % | | | | $ | 1,076,235 | | | | | 168.1 | | % |

(3) For the year ended December 31, 2022, consolidated operating income included an $833.1 million goodwill impairment charge related to our former Business and Consumer Solutions reporting unit.

See “Note 6—Goodwill and Other Intangible Assets” for further discussion.

The increase in revenues was primarily due to an increase in transaction volumes, including from the EVO business, and growth in subscription and software revenue.

Compared to the prior year, cost of service for the year ended December 31, 2023 decreased primarily due to continued prudent expense management and inclusion of costs related to the divested businesses for only a portion of the current year.

For the year ended December 31, [removed: 2023,] [added: 2024,] our transaction gains and losses were insignificant.

When a foreign subsidiary is [removed: divested] [added: disposed of] in its entirety, the associated accumulated foreign currency translation gains or losses are reclassified from the separate component of equity into our consolidated statement of income.

As of December 31, [removed: 2023,] [added: 2024,] the amount outstanding under these variable-rate debt arrangements and settlement lines of credit was [removed: $3,922.4 million.][added: $2.0 billion.]

Based on balances outstanding under variable-rate debt agreements and invested cash balances at December 31, [removed: 2023,] [added: 2024,] a hypothetical increase of 50 basis points in applicable interest rates as of December 31, [removed: 2023] [added: 2024] would increase our annual interest expense by approximately [removed: $11.6] [added: $2.2] million and increase our annual interest income by approximately [removed: $4.8] [added: $5.2] million.

For the year ended December 31, 2024, the impact of currency exchange rate fluctuations to our consolidated revenues and operating income was insignificant.

As of December 31, 2024, we had interest rate swaps with a total notional amount of $1.5 billion to hedge changes in cash flows attributable to interest rate risk on a portion of our variable-rate debt instruments as further discussed below.

For the year ended December 31, 2023, currency exchange rate fluctuations increased our consolidated revenues by approximately $6.1 million and increased our operating income by approximately $8.6 million compared to the prior year, calculated by converting revenues and operating income, respectively, for the current year, excluding revenues and operating income from current year acquisitions, in local currencies using exchange rates for the prior year.

See "Note 18—Segment Information" in the notes to the accompanying consolidated financial statements for additional information about our segments, including revenues, operating [added: expenses, operating] income and depreciation and amortization by [removed: segment] [added: segment,] as well as financial information about geographic areas in which we operate.

[removed: On] [added: In] March [removed: 24,] 2023, we completed the acquisition of EVO Payments, Inc. (“EVO”) for [removed: total purchase consideration of] approximately $4 billion.

The acquisition [removed: aligns with our technology-enabled payments strategy,] expands our geographic presence in attractive markets and augments our business-to-business ("B2B") software and payment solutions [removed: business.][added: business and is included in our Merchant Solutions segment.]

[removed: On] [added: In] April [removed: 26,] 2023, we completed the sale of the consumer portion of our Netspend business for approximately $1 billion.

[removed: On] [added: In] April [removed: 1,] 2023, we completed the sale of our gaming business for approximately $400 million.

Prior to disposition, the gaming business offered a comprehensive suite of solutions, including credit and debit card cash advance, cashless advance, iGaming solutions, traditional and digital check processing and other services specific to the gaming market in North [removed: America.][added: America and was included in our Merchant Solutions segment.]

Through our Merchant Solutions segment, we provide payments technology and software solutions [added: globally] to [removed: customers globally.][added: primarily small- and-medium sized businesses and select mid-market and enterprise customers.]

Our comprehensive offerings include, but are not limited to, authorization, settlement and funding services, customer support, chargeback resolution, [added: reconciliation and dispute management services,] terminal rental, sales and deployment, payment security services, consolidated billing and reporting.

In addition, we offer a wide array of [removed: enterprise] [added: business management] software solutions that streamline business operations to customers in numerous vertical markets.

We also provide a variety of [removed: value-added] [added: commerce enablement] solutions and services, including specialty point-of-sale [added: ("POS")] software, [added: data] analytics and customer engagement, human capital management and [removed: payroll] [added: payroll, accounts receivable automation, inventory management] and reporting that assist our customers with driving demand and operating their businesses more efficiently.

The majority of our [removed: revenues] [added: revenue] is generated by services priced as a percentage of transaction value or a specified fee per transaction, depending on the payment type or the market.

In the Merchant Solutions segment, we actively market and provide our payment services, enterprise software solutions and other value-added services directly to our customers [added: and] through a variety of [removed: technology-enabled and relationship-led] [added: partner] distribution [removed: channels.][added: channels across three business pillars: Point-of-Sale and Software Solutions, Integrated and Embedded Solutions and Core Payments Solutions.]

Many of our payment solutions are technology-enabled in that they incorporate or are incorporated into innovative, technology-driven solutions, including [removed: enterprise] software solutions, designed to enable merchants to better manage their businesses.

*Integrated [added: and Embedded] Solutions.* Our [removed: integrated solutions provide] [added: Integrated and Embedded Solutions business provides] advanced payments technology that is embedded into business management software solutions owned by our technology partners who operate in numerous vertical [removed: markets, primarily in North America.][added: markets and countries.]

Our [removed: vertical markets software solutions] [added: Point-of-Sale and Software Solutions business] provide advanced payments technology that is integrated into [added: point-of-sale systems and] business [removed: enterprise] [added: management] software solutions that we own.

[removed: *Relationship-Led.* Through our relationship-led direct sales forces worldwide, as well as financial institution and other referral partnerships, we] [added: We] offer our payments technology services, software and other [removed: value-added] [added: commerce enablement] solutions directly to customers across numerous verticals in the markets we serve.

Although our primary focus is on building [removed: high-quality,] [added: durable,] direct relationships with merchants, we also provide our services to merchants [removed: through] [added: referred by] independent sales organizations ("ISOs") and financial institutions.

In this model, the standards of the card networks restrict us from performing funds settlement or accessing merchant settlement [removed: funds,] [added: funds] and instead, require that these funds be in the possession of the Member until the merchant has been funded.

A typical payment transaction begins when a cardholder presents a card for payment to a [removed: merchant] [added: merchant,] at which time card and transaction information, such as the card identification number, transaction date and transaction amount, is captured and transmitted to our network.

The information is captured by a [removed: point-of-sale ("POS")] [added: POS] terminal card reader or mobile device card reader, which may be sold or leased to the merchant and serviced by us, [removed: or] through a POS device or ecommerce portal by one of a number of services that we offer [removed: directly] [added: directly,] or through a value-added reseller.

Assuming the merchant discount in the above example is 2%, we bill the merchant $2.00 after the end of the month for the transaction, reimburse ourselves for $1.50 in interchange fees [added: that we have previously funded to the Member] and retain $0.50 as our fee for the transaction.

Our profit [removed: on a transaction reflects the merchant discount] [added: is revenues] less [removed: interchange fees, payment network fees and] operating expenses, including systems costs to process the transaction and commissions paid to our sales force or external partner.

[removed: ][added: ]

[added: Payment processing services revenues are generated primarily from charges based on] the number of accounts on file, transactions and authorizations processed, statements generated and/or mailed, managed services, cards embossed and mailed, and other processing services for cardholder accounts on file.

Certain macroeconomic [removed: drivers, such as the COVID-19 pandemic,] [added: drivers] have further accelerated the use of digital payments, the need for development of technologies and digital-based solutions and the expansion of ecommerce, omnichannel and contactless payment solutions.

We [removed: seek to leverage] [added: benefit from] the adoption of, and transition to, card and digital-based payments [removed: by] [added: and are focused on] expanding our share in our existing markets through [removed: our distribution channels] [added: software] and service [removed: innovation,] [added: innovation leveraging our industry-leading direct and partner distribution channels,] as well as through [added: targeted bolt-on] acquisitions to improve our offerings and scale.

We also seek to enter [removed: new] [added: and expand in] markets through acquisitions, alliances and joint ventures [removed: in selected markets] around the [removed: world.][added: world where we are best positioned for differentiation and scale.]

Consistent with this focus, we [removed: continue to operate our business in accordance with] [added: are pursuing] the following strategic [removed: framework:][added: priorities:]

- [removed: Delivering] [added: Deliver] commerce enablement solutions globally to [removed: broaden] [added: expand] our leading position as a [removed: sales-driven,] [added: client-centric,] product-led company; [added: and]

- [removed: Providing] [added: Enable] frictionless, best-in-class customer experiences, creating longer-term [removed: relationships;][added: relationships.]

- *Disciplined Acquisition Approach* - Our proven track record for selectively and successfully [removed: sourcing, completing] [added: sourcing and closing] acquisitions and [added: joint ventures and] integrating acquired businesses in existing and new markets positions us well for future growth and as an attractive partner for potential acquisition targets.

In the United States, we compete with a large number of providers, including but not limited to Fiserv, Inc. ("Fiserv"), Worldpay, LLC ("Worldpay"), Chase Paymentech Solutions, LLC, Elavon, Inc., a subsidiary of U.S. Bancorp, Bank of America Merchant Services, Wells Fargo Merchant Services, Toast, Inc., Stripe, [removed: Inc.,] [added: Inc. ("Stripe"),] Shopify Inc. and Block Inc. [removed: While these are our primary competitors in the merchant acquiring space, our vertically focused businesses in the United States compete with numerous other providers in their respective verticals.][added: ("Block").]

We compete outside the U.S. with financial institutions in the markets in which we operate, as well as both large providers (such as Worldpay, [removed: Worldline,] [added: Worldline and] Nexi) and new entrants (such as Adyen, Block and Stripe).

Our competitors in this segment include, but are not limited [removed: to] [added: to,] Fiserv, FIS, Marqeta, Nexi, Worldline, i2c, Bill.com, AvidExchange, Billtrust, Adyen, Stripe and Zeta.

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

We currently do business around the world, with approximately 27,000 team members living and working in [removed: 35] [added: 37] countries.

As of December 31, [removed: 2023,] [added: 2024,] approximately [removed: 59%] [added: 56%] of our workforce resided in the Americas, [removed: 19%] [added: 21%] in Europe and [removed: 22%] [added: 23%] in Asia Pacific.

Our overall workforce strategies are developed and managed by our Chief Human Resources Officer, who reports to our [removed: President and] CEO.

More broadly, the board of directors and the Compensation Committee [removed: of our board of directors ("Compensation Committee")] provide oversight on certain culture and human management topics, [removed: including diversity, equity] and [removed: inclusion (“DEI”) and] succession plans for critical talent.

We regularly engage with our team members through a variety of forums, including periodic surveys, to help us understand their perspectives related to workplace culture, engagement, [removed: inclusion,] talent management and well-being and to inform our human capital strategies and initiatives.

Business Transformation

Early in 2024, we launched a holistic review of our business to examine our strategy, operations and ability to deliver sustainable performance.

We have refreshed our strategy and are focusing our resources, efforts and investments on the areas of the business that will drive the best opportunities for growth.

We are in the process of streamlining and simplifying our organization and operating environments through our transformation program to deliver a global, unified operating company.

We are aligning the Global Payments brand identity across our assets and solidifying go-to-market activities under a common platform.

In our Merchant Solutions segment, we are harmonizing capabilities and prioritizing small-and-medium sized businesses to deliver our full suite of differentiated software and commerce enablement solutions.

In our Issuer Solutions segment, we are capitalizing on growth opportunities through our cloud modernization and cross-selling initiatives, while also leveraging the strategic value of this business to extend our capabilities across the payments value chain.

We have consolidated our technology organizations and teams under common leadership to enhance speed and quality of product development with a customer-centric, solutions-led mindset.

We have also centralized our operations functions to enhance our servicing model and focus on improving the customer journey, leveraging best-in-class technology and providing differentiated service experiences for our clients.

These strategic, organizational and operational transformation activities are expected to be largely completed by the first half of 2027.

We are also undertaking a strategic review of our business portfolio to evaluate potential assets for disposition to further streamline our business and create value for shareholders.

*Disposition of AdvancedMD, Inc.*

In December 2024, we completed the sale of AdvancedMD, Inc. ("AdvancedMD") for approximately $1 billion, subject to certain closing adjustments, and up to $125 million contingent upon the purchaser achieving certain specified returns.

Prior to disposition, AdvancedMD provided 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.

We go to market in Merchant Solutions globally across three lines of business, including Point-of-Sale and Software Solutions, Integrated and Embedded Solutions and Core Payments Solutions.

This allows us to fully leverage our capabilities across vertical markets and geographies.

We focus on providing differentiated customer service from the sales process, to onboarding, to ongoing support across our business.

We have a wide array of distribution channels led by one of the premiere direct sales teams in the industry.

Additionally, we go to market through our broad-based financial institution partnerships, joint ventures and wholesale and indirect relationships.

*Point-of-Sale and Software Solutions*.

We have capabilities in cloud-based point-of-sale for restaurant and retail and leading software in other verticals including education (serving colleges, universities, and kindergarten through 12th grade level institutions), real estate (primarily property management), and communities (serving event organizers largely in the health and fitness market).

Our Point-of-Sale and Software Solutions business offers a range of features which are being combined under our Global Payments brand identity across all of our assets.

This includes unifying our POS businesses under a common brand, Genius, and leveraging our vast distribution channels to extend it globally.

We expect to complete the rollout of our Genius POS solutions by the end of 2025.

Further, we also integrate our capabilities with shopping carts, ordering platforms, marketplaces and other digitally-oriented businesses through the same embedded payment stack we leverage with more traditional, vertically-specific independent software vendors.

We deliver these capabilities in physical and digital environments seamlessly.

*Core Payments Solutions.* We offer our core payments solutions through our direct sales forces worldwide, as well as referral partnerships.

Our revenues on a transaction generally reflects the merchant discount less interchange fees and payment network fees.

Our Issuer Solutions segment is a leading provider of comprehensive commerce solutions supporting the payment ecosystem for issuers.

Our offerings include core processing, enterprise tokenization, cardholder payments, authorizations, card production, document production and archival, contact center services, managed services, fraud strategy, implementation services, consulting solutions and professional services.

We also provide specialized solutions such as virtual cards, accounts payable and expense management, commercial processing and real-time alerts.

With the majority of revenues generated from software solutions, our operations serve diverse customer segments, including global, regional, community banks, credit unions, retailers, financial technology companies and neobanks.

Our go-to-market approach leverages direct engagement and partnerships with aggregators to deliver innovative service offerings across core processing, commerce enablement, managed services and professional services.

Our strategic focus on fraud detection, rewards management and commerce enablement positions us to expand opportunities across these key client segments and drive continued growth.

We are undertaking a comprehensive modernization of our Issuer Solutions segment, encompassing both technology and operations.

These efforts enable us to deploy our cloud-native products and services across diverse market segments, use cases and geographic regions with increased agility and speed to market, all within a secure and compliant framework.

The modernization of our core processing platform allows us to deliver enhanced, unified capabilities, greater operational efficiencies and innovative features for our clients, while also offering our full suite of capabilities in a modular format or as a comprehensive, integrated solution.

We have completed the development of our client-facing applications in the cloud and remain on track for commercial launches throughout 2025.

The payments technology industry provides financial institutions, businesses and consumers with payment processing services, merchant acceptance solutions and related information and other value-added services.

We seek to become the worldwide partner of choice for commerce solutions by providing our clients with a broad suite of world-class, differentiated products and services that make everyday commerce better.

The disposition further aligns our businesses with our strategy to focus on our core corporate customers, including merchants, financial institutions, software partners and technology leaders.

The disposition further aligns our businesses with our strategy to focus on our core corporate customers.

We distribute our Merchant Solutions services globally through multiple technology-enabled and relationship-led distribution channels and target customers in many vertical markets located throughout North America, Europe, Asia-Pacific and Latin America.

*Technology-Enabled.* Our technology-enabled distribution channel includes integrated and vertical market software solutions and ecommerce and omnichannel solutions, each as described below.

We grow our integrated solutions business when new or existing merchants enable payments services through enterprise software solutions sold by our partners, both new and existing.

*Vertical Markets Software Solutions*.

We distribute our vertical markets software solutions primarily through the following businesses:

*•ACTIVE Network*.

Through ACTIVE Network, we deliver cloud-based enterprise software, including payment technology solutions, to event organizers in the communities, government services and health and fitness markets.

*•AdvancedMD*.

Through AdvancedMD, we provide cloud-based enterprise solutions to small-to-medium sized ambulatory care physician practices in the United States.

*•Education Solutions*.

We offer integrated payment solutions specifically designed for all levels of educational institutions.

For colleges and universities, we offer integrated commerce software and payment solutions, as well as a variety of additional value added services.

For institutions serving kindergarten through 12th grade levels, we provide ecommerce and in-person payments and cafeteria POS and back-office management solutions.

*•Xenial*.

Through Xenial, we offer cloud-based enterprise software and hardware solutions that integrate with our payment services and other business applications to the restaurant and hospitality and stadium and event venue vertical markets.

- *Zego*.

Through Zego, we offer a comprehensive resident experience management software and digital commerce solutions to property managers, primarily in the United States.

*Ecommerce and Omnichannel*.

We offer ecommerce and omnichannel solutions that seamlessly blend payment gateway services, retail payment acceptance infrastructure and payment technology service capabilities through a unified commerce platform to allow merchants and partners to accept various payment methods through any channel.

We sell ecommerce and omnichannel solutions to customers of all sizes, from small businesses accepting payments in a single country to payment facilitators, enterprise and multinational partners and merchants that have complex payment needs and operate retail and online businesses in multiple countries.

Through our Issuer Solutions segment, we provide solutions that enable financial institutions and other financial service providers to manage their card portfolios, reduce technical complexity and overhead and offer a seamless experience for cardholders on a single platform.

In addition, we provide flexible commercial payments, accounts payable and electronic payment alternatives solutions that support B2B payment processes for businesses and governments.

We also offer complementary services, including account management and servicing, fraud solution services, analytics and business intelligence, cards, statements and correspondence, customer contact solutions and risk management solutions.

Additionally, our Issuer Solutions segment provides B2B payment services and other financial service solutions marketed to businesses, including software-as-a-service (“SaaS”) offerings that automate key procurement processes, provide invoice capture, coding and approval, and enable virtual cards and integrated payments options across a variety of key vertical markets.

Payment processing services revenues are generated primarily from charges based on

We intend to continue to invest in and leverage our technology infrastructure and capabilities to increase our penetration in existing markets.

- Leading with technology and innovation to deepen our competitive advantages;

- Further scaling the four pillars of our strategy: software-driven focus, ecommerce and omnichannel solutions, exposure to faster growth markets and B2B payments;

- Nurturing our culture, values and diversity, equity and inclusion initiatives to attract, retain and motivate exceptional team members; and

- Supporting our communities as a socially responsible company with purpose and understanding.

Over the past several years, we have also made significant investments in modernizing our operating environments and technologies to include cloud-based systems and collaboration tools that support day-to-day engagement and execution.

*Diversity, Equity and Inclusion*

Our DEI strategy, led by our Chief Diversity Officer and our Chief Human Resources Officer, reflects the shift in our current workforce, changing business landscape and potential talent and is anchored by three pillars: Leadership Accountability, Inclusive Capability and Engagement.

To further engrain our DEI strategy in the organization, we have established various Employee Resource Groups and diversity action teams, led by senior leaders throughout our company.

These groups and teams are critical drivers in fostering organizational change, establishing dedicated focus on DEI priorities and managing the DEI program beyond our corporate function.

We continue to include social and racial equity in our conversations, and aim to equip and empower our leaders with the right tools and training to lead effectively.

Such third parties include suppliers and other partners.

other countries, which require that customer identifying information be obtained and verified.

PART II

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter was [removed: $25,440,604,840.][added: $24,442,073,119.]

The number of shares of the registrant's common stock outstanding at February [removed: 12, 2024] [added: 6, 2025] was [removed: 257,984,986] [added: 247,616,186] shares.

Specifically identified portions of the registrant's proxy statement for the [removed: 2024] [added: 2025] annual meeting of shareholders are incorporated by reference in Part III.

[removed: 2023] [added: 2024] ANNUAL REPORT ON FORM 10-K

| ITEM 1. | | | | | | [removed: [BUSINESS](#id98d89d303914ed8b0e11aafcd988ae0_16)] [added: [BUSINESS](#if8e5d3a8ed2147c09a1d119a6c8b1b19_16)] | | | [removed: [5](#id98d89d303914ed8b0e11aafcd988ae0_16)] [added: [5](#if8e5d3a8ed2147c09a1d119a6c8b1b19_16)] | | |

| ITEM 1A. | | | | | | [RISK [removed: FACTORS](#id98d89d303914ed8b0e11aafcd988ae0_19)] [added: FACTORS](#if8e5d3a8ed2147c09a1d119a6c8b1b19_19)] | | | [removed: [16](#id98d89d303914ed8b0e11aafcd988ae0_19)] [added: [17](#if8e5d3a8ed2147c09a1d119a6c8b1b19_19)] | | |

| ITEM 1C. | | | | | | [removed: [CYBERSECURITY](#id98d89d303914ed8b0e11aafcd988ae0_1820)] [added: [CYBERSECURITY](#if8e5d3a8ed2147c09a1d119a6c8b1b19_22)] | | | [removed: [31](#id98d89d303914ed8b0e11aafcd988ae0_1820)] [added: [33](#if8e5d3a8ed2147c09a1d119a6c8b1b19_22)] | | |

| ITEM 2. | | | | | | [removed: [PROPERTIES](#id98d89d303914ed8b0e11aafcd988ae0_22)] [added: [PROPERTIES](#if8e5d3a8ed2147c09a1d119a6c8b1b19_25)] | | | [removed: [33](#id98d89d303914ed8b0e11aafcd988ae0_22)] [added: [36](#if8e5d3a8ed2147c09a1d119a6c8b1b19_25)] | | |

| ITEM 3. | | | | | | [LEGAL [removed: PROCEEDINGS](#id98d89d303914ed8b0e11aafcd988ae0_25)] [added: PROCEEDINGS](#if8e5d3a8ed2147c09a1d119a6c8b1b19_28)] | | | [removed: [33](#id98d89d303914ed8b0e11aafcd988ae0_25)] [added: [36](#if8e5d3a8ed2147c09a1d119a6c8b1b19_28)] | | |

| ITEM 5. | | | | | | [MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#id98d89d303914ed8b0e11aafcd988ae0_31)] [added: SECURITIES](#if8e5d3a8ed2147c09a1d119a6c8b1b19_34)] | | | [removed: [34](#id98d89d303914ed8b0e11aafcd988ae0_31)] [added: [36](#if8e5d3a8ed2147c09a1d119a6c8b1b19_34)] | | |

| ITEM 6. | | | | | | [removed: [\[RESERVED\]](#id98d89d303914ed8b0e11aafcd988ae0_34)] [added: [RESERVED](#if8e5d3a8ed2147c09a1d119a6c8b1b19_37)] | | | [removed: [36](#id98d89d303914ed8b0e11aafcd988ae0_34)] [added: [38](#if8e5d3a8ed2147c09a1d119a6c8b1b19_37)] | | |

| ITEM 7. | | | | | | [MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#id98d89d303914ed8b0e11aafcd988ae0_37)] [added: OPERATIONS](#if8e5d3a8ed2147c09a1d119a6c8b1b19_40)] | | | [removed: [36](#id98d89d303914ed8b0e11aafcd988ae0_37)] [added: [38](#if8e5d3a8ed2147c09a1d119a6c8b1b19_40)] | | |

| ITEM 7A. | | | | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#id98d89d303914ed8b0e11aafcd988ae0_49)] [added: RISK](#if8e5d3a8ed2147c09a1d119a6c8b1b19_52)] | | | [removed: [53](#id98d89d303914ed8b0e11aafcd988ae0_49)] [added: [56](#if8e5d3a8ed2147c09a1d119a6c8b1b19_52)] | | |

| ITEM 8. | | | | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#id98d89d303914ed8b0e11aafcd988ae0_52)] [added: DATA](#if8e5d3a8ed2147c09a1d119a6c8b1b19_55)] | | | [removed: [55](#id98d89d303914ed8b0e11aafcd988ae0_52)] [added: [58](#if8e5d3a8ed2147c09a1d119a6c8b1b19_55)] | | |

| ITEM 9. | | | | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#id98d89d303914ed8b0e11aafcd988ae0_145)] [added: DISCLOSURE](#if8e5d3a8ed2147c09a1d119a6c8b1b19_148)] | | | [removed: [112](#id98d89d303914ed8b0e11aafcd988ae0_145)] [added: [118](#if8e5d3a8ed2147c09a1d119a6c8b1b19_148)] | | |

| ITEM 9A. | | | | | | [CONTROLS AND [removed: PROCEDURES](#id98d89d303914ed8b0e11aafcd988ae0_148)] [added: PROCEDURES](#if8e5d3a8ed2147c09a1d119a6c8b1b19_151)] | | | [removed: [112](#id98d89d303914ed8b0e11aafcd988ae0_148)] [added: [118](#if8e5d3a8ed2147c09a1d119a6c8b1b19_151)] | | |

| ITEM 9B. | | | | | | [OTHER [removed: INFORMATION](#id98d89d303914ed8b0e11aafcd988ae0_151)] [added: INFORMATION](#if8e5d3a8ed2147c09a1d119a6c8b1b19_154)] | | | [removed: [113](#id98d89d303914ed8b0e11aafcd988ae0_151)] [added: [119](#if8e5d3a8ed2147c09a1d119a6c8b1b19_154)] | | |

| ITEM 9C. | | | | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#id98d89d303914ed8b0e11aafcd988ae0_154)] [added: INSPECTIONS](#if8e5d3a8ed2147c09a1d119a6c8b1b19_157)] | | | [removed: [113](#id98d89d303914ed8b0e11aafcd988ae0_154)] [added: [119](#if8e5d3a8ed2147c09a1d119a6c8b1b19_157)] | | |

| ITEM 10. | | | | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#id98d89d303914ed8b0e11aafcd988ae0_160)] [added: GOVERNANCE](#if8e5d3a8ed2147c09a1d119a6c8b1b19_163)] | | | [removed: [114](#id98d89d303914ed8b0e11aafcd988ae0_160)] [added: [120](#if8e5d3a8ed2147c09a1d119a6c8b1b19_163)] | | |

| ITEM 11. | | | | | | [EXECUTIVE [removed: COMPENSATION](#id98d89d303914ed8b0e11aafcd988ae0_163)] [added: COMPENSATION](#if8e5d3a8ed2147c09a1d119a6c8b1b19_166)] | | | [removed: [114](#id98d89d303914ed8b0e11aafcd988ae0_163)] [added: [120](#if8e5d3a8ed2147c09a1d119a6c8b1b19_166)] | | |

| ITEM 12. | | | | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#id98d89d303914ed8b0e11aafcd988ae0_166)] [added: MATTERS](#if8e5d3a8ed2147c09a1d119a6c8b1b19_169)] | | | [removed: [114](#id98d89d303914ed8b0e11aafcd988ae0_166)] [added: [120](#if8e5d3a8ed2147c09a1d119a6c8b1b19_169)] | | |

| ITEM 13. | | | | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#id98d89d303914ed8b0e11aafcd988ae0_169)] [added: INDEPENDENCE](#if8e5d3a8ed2147c09a1d119a6c8b1b19_172)] | | | [removed: [115](#id98d89d303914ed8b0e11aafcd988ae0_169)] [added: [120](#if8e5d3a8ed2147c09a1d119a6c8b1b19_172)] | | |

| ITEM 14. | | | | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#id98d89d303914ed8b0e11aafcd988ae0_172)] [added: SERVICES](#if8e5d3a8ed2147c09a1d119a6c8b1b19_175)] | | | [removed: [115](#id98d89d303914ed8b0e11aafcd988ae0_172)] [added: [120](#if8e5d3a8ed2147c09a1d119a6c8b1b19_175)] | | |

| ITEM 15. | | | | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#id98d89d303914ed8b0e11aafcd988ae0_178)] [added: SCHEDULES](#if8e5d3a8ed2147c09a1d119a6c8b1b19_181)] | | | [removed: [115](#id98d89d303914ed8b0e11aafcd988ae0_178)] [added: [121](#if8e5d3a8ed2147c09a1d119a6c8b1b19_181)] | | |

Some of the statements we use in this report, and in some of the documents we incorporate by reference in this report, contain forward-looking statements concerning our business operations, economic performance and financial condition, [removed: including in particular:] [added: including, but not limited to, statements we make regarding] our business strategy and means to implement the strategy; measures of future results of operations, such as revenues, expenses, operating margins, income tax [removed: rates,] [added: rates] and earnings per share; other operating metrics such as shares outstanding and capital [removed: expenditures;] [added: expenditures, liquidity, deleveraging plans and capital available for allocation;] statements we make regarding guidance and projected financial results for the year [removed: 2024;] [added: 2025;] the effects of general economic conditions on our business; statements about the benefits of our acquisitions or [removed: divestitures,] [added: dispositions,] including future financial and operating results and the [removed: completion and expected timing] [added: successful integration] of [removed: our acquisitions or] [added: acquisitions, statements about the] completion of anticipated benefits or strategic [added: or operational] initiatives; [added: statements regarding] our success and timing in developing and introducing new services and expanding our business; and other statements regarding our future financial performance and [removed: the company’s] [added: our] plans, objectives, expectations and intentions.

| ITEM 1B. | | | | | | [UNRESOLVED STAFF COMMENTS](#if8e5d3a8ed2147c09a1d119a6c8b1b19_1863) | | | [33](#if8e5d3a8ed2147c09a1d119a6c8b1b19_1863) | | |

| ITEM 4. | | | | | | [MINE SAFETY DISCLOSURES](#if8e5d3a8ed2147c09a1d119a6c8b1b19_1750) | | | [36](#if8e5d3a8ed2147c09a1d119a6c8b1b19_1750) | | |

| ITEM 16. | | | | | | [FORM 10-K SUMMARY](#if8e5d3a8ed2147c09a1d119a6c8b1b19_1778) | | | [125](#if8e5d3a8ed2147c09a1d119a6c8b1b19_1778) | | |

| | | | | | | [SIGNATURES](#if8e5d3a8ed2147c09a1d119a6c8b1b19_184) | | | [126](#if8e5d3a8ed2147c09a1d119a6c8b1b19_184) | | |

Important factors that may otherwise cause actual events or results to differ materially from those anticipated by such forward-looking statements or historical performance include, among others, those discussed in “Item 1A.

Risk Factors” of this Annual Report on Form 10-K, as well as in the other information appearing in this report and other filings we make with the United States Securities and Exchange Commissions ("SEC"), which we advise you to review.

| | | | | | | [SIGNATURES](#id98d89d303914ed8b0e11aafcd988ae0_181) | | | [120](#id98d89d303914ed8b0e11aafcd988ae0_181) | | |

Important factors that may otherwise cause actual events or results to differ materially from those anticipated by such forward-looking statements or historical performance include, among others, the effects of global economic, political, market, health and social events or other conditions; foreign currency exchange, inflation and rising interest rate risks; difficulties, delays and higher than anticipated costs related to integrating the businesses of acquired companies, including with respect to implementing controls to prevent a material security breach of any internal systems or to successfully manage credit and fraud risks in business units; the effect of a security breach or operational failure on our business; failing to comply with the applicable requirements of Visa, Mastercard or other payment networks or card schemes or changes in those requirements; the ability to maintain Visa and Mastercard registration and financial institution sponsorship; the ability to retain, develop and hire key personnel; the diversion of management’s attention from ongoing business operations; the continued availability of capital and financing; increased competition in the markets in which we operate and our ability to increase our market share in existing markets and expand into new markets; our ability to safeguard our data; risks associated with our indebtedness; our ability to meet environmental, social and governance targets, goals and commitments; the potential effects of climate change, including natural disasters; the effects of new or changes in current laws, regulations, credit card association rules or other industry standards on us or our partners and customers, including privacy and cybersecurity laws and regulations; and other events beyond our control, and other factors presented in "Item 1A - Risk Factors" of this Annual Report on Form 10-K and subsequent filings we make with the Securities and Exchange Commissions ("SEC"), which we advise you to review.

None.

Although Global Payments is unable to eliminate all risks associated with cybersecurity [removed: threats] [added: threats,] and we cannot provide full assurance that our cybersecurity risk management processes will be fully complied with or effective, we have adopted policies and procedures that are designed to facilitate the identification, assessment, and management of those risks, including any such risks that have the potential to be material.

We use multiple mechanisms to identify risks associated with cybersecurity threats, [removed: including] [added: including,] but not limited [removed: to] [added: to,] the following:

- Our [removed: Business] [added: Operations and] Technology [removed: Services function includes] [added: Solutions functions include] teams that provide [added: risk review,] architectural review, security [removed: advisory,] [added: advisory] and application testing services in connection with the development of new [removed: products, applications,] [added: solutions, applications] and [removed: integrations;][added: integrations with the potential to create new information technology or information security risks;]

[removed: Our] [added: Lastly, our] ERM organization, under the supervision of the Chief Risk Officer, leads our efforts to consider and assess threats to [removed: the Company] [added: us] and the risks that result therefrom, including cybersecurity threats and related risks.

With support from [added: the] Information Security, [removed: Legal,] [added: Legal] and the Privacy [removed: Office,] [added: Office teams, our] ERM [added: organization] conducts periodic evaluations of our information security posture, manages regular meetings with the executive leadership team to discuss risk levels across the [removed: company,] [added: Company,] and maintains and monitors risk tolerances and escalation criteria that drive executive and the board of director communications, as further described in our disclosures related to the board of directors oversight of material risks associated with cybersecurity threats.

The structure of the information security program is informed by the [removed: NIST] [added: National Institute of Standards and Technology] Cybersecurity Framework, and the program includes controls designed to facilitate the compliance of our cardholder data environments with [removed: PCI-DSS.][added: the PCI DSS.]

The CISO is responsible for [added: assessing and managing risk from cybersecurity threats, as well as] the strategy, execution and administration of the [removed: program] [added: program,] and reports directly to the Chief Information Officer ("CIO"), while also maintaining reporting lines to the Technology Committee, its chair and the full board of directors.

We have also established a Management Risk Committee ("MRC"), composed primarily of executive management, [removed: that] [added: which meets regularly and] is responsible for identifying, assessing, prioritizing and monitoring action plans to mitigate key risks.

To encourage alignment on risk identification, assessment, and management objectives throughout all levels of the [removed: company,] [added: Company,] we have implemented a security education and awareness program that is designed to reinforce key behaviors that [added: facilitate risk reduction and inform team members about the material cybersecurity risks facing our organization.]

We have designed our risk identification, [removed: assessment,] [added: assessment] and management processes and procedures to account for cybersecurity risks associated with our use of third-party service providers.

Moreover, critical vendors receive periodic comprehensive risk assessments conducted by the vendor management office (a team within [removed: ERM),] [added: the ERM organization),] in collaboration with Information Security and our Business Resiliency Governance ("BRG") team, that include a focus on the vendor’s cybersecurity practices.

We maintain a business resiliency program, overseen by [removed: BRG,] [added: the BRG team,] that is designed to facilitate our ability to respond, recover and resume services in the event of an incident that causes an operational disruption.

We have not experienced any material cybersecurity incidents in the past calendar [removed: years] [added: year] and the expenses we have incurred from cybersecurity incidents during that period were immaterial.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of [removed: operations,] [added: operations] or financial condition.

We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of [removed: operations,] [added: operations] or financial condition.

The Technology Committee provides the board of director-level oversight of our information technology and information security practices and cyber-risk profile and serves as a liaison between our board of directors and the CISO [removed: and the Chief Privacy Officer] with respect to such matters.

The Technology Committee helps to ensure that our strategic business goals are aligned with our technology strategy and infrastructure and that management has adequate support for [removed: the Company's] [added: our] internal technology and information security needs.

Further, the Technology Committee and Audit Committee [added: of the board of directors] receive quarterly reports from the Chief Risk Officer regarding our risk exposure related to significant information technology and information security practices.

Our CIO has over 25 years of experience specializing in cloud migrations, launching innovative software products and advanced analytics as well as building high-performance development organizations.

Our CISO has over 25 years of leadership experience managing global information technology, information security and IT infrastructure and operations.

The MRC meets regularly.

facilitate risk reduction and inform team members about the material cybersecurity risks facing our organization.

Not applicable.

PART II

Our common stock trades on the New York Stock Exchange under the ticker symbol "GPN." As of February [removed: 12, 2024,] [added: 6, 2025,] there were [removed: 11,706] [added: 11,109] shareholders of record.

The information regarding our compensation plans under which equity securities are authorized for issuance is set forth in "Item 12—Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" of this Annual [removed: Report.][added: Report on Form 10-K.]

The following graph compares our cumulative [added: total] shareholder returns with the Standard & Poor's ("S&P") 500 Index and the S&P 500 Financials Index for the years ended December 31, [added: 2024,] 2023, 2022, [removed: 2021, 2020,] [added: 2021] and [removed: 2019.][added: 2020.]

The line graph assumes the investment of $100 in our common stock, the S&P 500 Index and the S&P 500 Financials Index on December 31, [removed: 2018] [added: 2019] and assumes reinvestment of all dividends.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL [removed: RETURN*][added: RETURNS*]

[removed: ![2023] [added: ![2024] Comparison of 5 Year Cumulative Total [removed: Return.jpg.jpg](https://www.sec.gov/Archives/edgar/data/1123360/000112336024000004/gpn-20231231_g3.jpg)][added: Return.jpg](https://www.sec.gov/Archives/edgar/data/1123360/000112336025000011/gpn-20241231_g3.jpg)]

*$100 invested on December 31, [removed: 2018] [added: 2019] in stock or index, including reinvestment of dividends.

Copyright© [removed: 2023] [added: 2025] Standard & Poor's, a division of S&P Global.

| December 31, [removed: 2018] [added: 2019] | | | | | | $ | 100.00 | | | | | $ | 100.00 | | | | | | | | | | | $ | 100.00 | |

There were no unregistered sales of equity securities during the year ended December 31, [removed: 2023.][added: 2024.]

Information about the shares of our common stock that we repurchased during the quarter ended December 31, [removed: 2023] [added: 2024] is set forth below:

| Period | | | Total Number of Shares Purchased (1) | | | | | | [removed: Approximate Average] [added: Average] Price Paid per Share, excluding commission | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Number [removed: (or Approximate Dollar] [added: (or Approximate Dollar] Value) of Shares that May Yet [removed: Be Purchased] [added: Be Purchased] Under the Plans or Programs (2) | | |

(1)Our board of directors [added: has] authorized us to repurchase shares of our common stock through any combination of Rule 10b5-1 open-market repurchase plans, accelerated share repurchase plans, discretionary open-market purchases or privately negotiated transactions.

During the quarter ended December 31, [removed: 2023,] [added: 2024,] pursuant to our employee incentive plans, we withheld [removed: 13,256] [added: 26,217] shares at an average price per share of [removed: $115.24] [added: $115.05] in order to satisfy employees' tax withholding and payment obligations in connection with the vesting of awards of restricted stock.

[removed: (2)As] [added: As] of December 31, [removed: 2023,] [added: 2024,] the approximate dollar value of shares that may yet be purchased under our share repurchase program was [removed: $1,090.2] [added: $1,850.0] million.

[removed: On January 25,] [added: (2)On October 24,] 2024, [added: we announced that] our board of directors approved an increase to our existing share repurchase program authorization, which raised the total available authorization to [removed: $2.0] [added: $2.5] billion.

The [removed: authorizations] [added: authorization] by our board of directors [removed: do] [added: does] not [removed: expire,] [added: expire] but could be revoked at any time.

In addition, we are not required by [removed: any of our board of directors' authorizations] [added: the board's authorization] or otherwise to complete any repurchases by any specific time or at all.

On January 30, 2025, our board of directors declared a cash dividend of $0.25 per share payable on March 28, 2025 to common shareholders of record as of March 14, 2025.

We expect to continue paying quarterly cash dividends in the future.

However, the payment and amount of future dividends remain within the discretion of our board of directors and will depend upon various factors, including our operating results, financial condition and capital requirements.

| December 31, 2020 | | | | | | $ | 118.53 | | | | | $ | 118.40 | | | | | | | | | | | $ | 98.31 | |

| December 31, 2021 | | | | | | $ | 74.78 | | | | | $ | 152.39 | | | | | | | | | | | $ | 132.75 | |

| December 31, 2022 | | | | | | $ | 55.41 | | | | | $ | 124.79 | | | | | | | | | | | $ | 118.77 | |

| December 31, 2023 | | | | | | $ | 71.49 | | | | | $ | 157.59 | | | | | | | | | | | $ | 133.20 | |

| December 31, 2024 | | | | | | $ | 63.65 | | | | | $ | 197.02 | | | | | | | | | | | $ | 173.90 | |

| October 1-31, 2024 | | | 4,849,314 | | | | | | $ | 112.76 | | | | | 4,846,037 | | | | | | $ | — | |

| November 1-30, 2024 | | | 1,754 | | | | | | 111.73 | | | | | | — | | | | | | — | | |

| December 1-31, 2024 | | | 931,701 | | | | | | 113.79 | | | | | | 910,515 | | | | | | — | | |

| Total | | | 5,782,769 | | | | | | $ | 114.04 | | | | | 5,756,552 | | | | | | $ | 1,850.0 | |

Global Payments was reclassified by S&P to the Financials sector of the S&P 500 from the Information Technology sector under the revised Global Industry Classification Standard (GICS®) structure in March 2023.

We are reflecting this sector change in the performance graph below to be consistent with the revised classification.

| December 31, 2019 | | | | | | $ | 177.25 | | | | | $ | 131.49 | | | | | | | | | | | $ | 132.13 | |

| December 31, 2020 | | | | | | $ | 210.10 | | | | | $ | 155.68 | | | | | | | | | | | $ | 129.89 | |

| December 31, 2021 | | | | | | $ | 132.55 | | | | | $ | 200.37 | | | | | | | | | | | $ | 175.40 | |

| December 31, 2022 | | | | | | $ | 98.22 | | | | | $ | 164.08 | | | | | | | | | | | $ | 156.92 | |

| December 31, 2023 | | | | | | $ | 126.72 | | | | | $ | 207.21 | | | | | | | | | | | $ | 175.99 | |

| October 1-31, 2023 | | | 6,215 | | | | | | $ | 115.44 | | | | | — | | | | | | $ | — | |

| November 1-30, 2023 | | | 2,652 | | | | | | 110.31 | | | | | | — | | | | | | — | | |

| December 1-31, 2023 | | | 4,389 | | | | | | 117.92 | | | | | | — | | | | | | — | | |

| Total | | | 13,256 | | | | | | $ | 109.38 | | | | | — | | | | | | $ | 1,090.2 | |

We have audited the accompanying consolidated balance sheets of Global Payments Inc. and subsidiaries (the "Company") as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 14, [removed: 2024,] [added: 2025,] expressed an unqualified opinion on the Company's internal control over financial reporting.

We identified the determination of performance obligations for Issuer Solutions revenue contracts as a critical audit matter, given the judgment required to determine whether any unusual and/or complex terms within the contract are identified and [added: evaluated appropriately.]

We have audited the internal control over financial reporting of Global Payments Inc. and subsidiaries (the "Company") as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2023,] [added: 2024,] of the Company and our report dated February 14, [removed: 2024,] [added: 2025,] expressed an unqualified opinion on those financial statements.

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Revenues | | | $ | [removed: 9,654,419] [added: 10,105,894] | | | | | $ | [removed: 8,975,515] [added: 9,654,419] | | | | | $ | [removed: 8,523,762] [added: 8,975,515] | |

| Cost of service | | | [removed: 3,727,521] [added: 3,760,116] | | | | | | [removed: 3,778,617] [added: 3,727,521] | | | | | | [removed: 3,773,725] [added: 3,778,617] | | |

| Selling, general and administrative | | | [removed: 4,073,768] [added: 4,285,307] | | | | | | [removed: 3,524,578] [added: 4,073,768] | | | | | | [removed: 3,391,161] [added: 3,524,578] | | |

| Impairment of goodwill | | | — | | | | | | [removed: 833,075] [added: —] | | | | | | [removed: —] [added: 833,075] | | |

| Net [added: (gain)] loss on business dispositions | | | [removed: 136,744] [added: (273,134)] | | | | | | [removed: 199,094] [added: 136,744] | | | | | | [removed: —] [added: 199,094] | | |

| | | | [removed: 7,938,033] [added: 7,772,289] | | | | | | [removed: 8,335,364] [added: 7,938,033] | | | | | | [removed: 7,164,886] [added: 8,335,364] | | |

| Operating income | | | [removed: 1,716,386] [added: 2,333,605] | | | | | | [removed: 640,151] [added: 1,716,386] | | | | | | [removed: 1,358,876] [added: 640,151] | | |

| Interest and other income | | | [removed: 113,711] [added: 169,168] | | | | | | [removed: 33,604] [added: 113,711] | | | | | | [removed: 19,320] [added: 33,604] | | |

| Interest and other expense | | | [removed: (660,150)] [added: (633,986)] | | | | | | [removed: (449,433)] [added: (660,150)] | | | | | | [removed: (333,651)] [added: (449,433)] | | |

| | | | [removed: (546,439)] [added: (464,818)] | | | | | | [removed: (415,829)] [added: (546,439)] | | | | | | [removed: (314,331)] [added: (415,829)] | | |

| Income before income taxes and equity in income of equity method investments | | | [removed: 1,169,947] [added: 1,868,787] | | | | | | [removed: 224,322] [added: 1,169,947] | | | | | | [removed: 1,044,545] [added: 224,322] | | |

| Income tax expense | | | [removed: 209,020] [added: 295,133] | | | | | | [removed: 166,694] [added: 209,020] | | | | | | [removed: 169,034] [added: 166,694] | | |

| Income before equity in income of equity method investments | | | [removed: 960,927] [added: 1,573,654] | | | | | | [removed: 57,628] [added: 960,927] | | | | | | [removed: 875,511] [added: 57,628] | | |

| Equity in income of equity method investments, net of tax | | | [removed: 67,896] [added: 70,499] | | | | | | [removed: 85,685] [added: 67,896] | | | | | | [removed: 112,353] [added: 85,685] | | |

| Net income | | | [removed: 1,028,823] [added: 1,644,153] | | | | | | [removed: 143,313] [added: 1,028,823] | | | | | | [removed: 987,864] [added: 143,313] | | |

| Net income attributable to noncontrolling interests | | | [removed: (42,590)] [added: (73,788)] | | | | | | [removed: (31,820)] [added: (42,590)] | | | | | | [removed: (22,404)] [added: (31,820)] | | |

| Net income attributable to Global Payments | | | $ | [removed: 986,233] [added: 1,570,365] | | | | | $ | [removed: 111,493] [added: 986,233] | | | | | $ | [removed: 965,460] [added: 111,493] | |

| Basic earnings per share | | | $ | [removed: 3.78] [added: 6.18] | | | | | $ | [removed: 0.41] [added: 3.78] | | | | | $ | [removed: 3.30] [added: 0.41] | |

| Diluted earnings per share | | | $ | [removed: 3.77] [added: 6.16] | | | | | $ | [removed: 0.40] [added: 3.77] | | | | | $ | [removed: 3.29] [added: 0.40] | |

| Net income | | | $ | [removed: 1,028,823] [added: 1,644,153] | | | | | $ | [removed: 143,313] [added: 1,028,823] | | | | | $ | [removed: 987,864] [added: 143,313] | |

| Foreign currency translation adjustments | | | [removed: 211,310] [added: (433,849)] | | | | | | [removed: (276,559)] [added: 211,310] | | | | | | [removed: (79,550)] [added: (276,559)] | | |

| Reclassification of accumulated foreign currency translation losses to net loss as a result of the sale of a foreign entity | | | — | | | | | | [removed: 62,925] [added: —] | | | | | | [removed: —] [added: 62,925] | | |

| Income tax benefit related to foreign currency translation adjustments | | | [removed: 4,131] [added: 4,993] | | | | | | [removed: 2,698] [added: 4,131] | | | | | | [removed: 455] [added: 2,698] | | |

| Net unrealized gains (losses) on hedging activities | | | [removed: (19,683)] [added: 34,399] | | | | | | [removed: 12,915] [added: (19,683)] | | | | | | [removed: 3,425] [added: 12,915] | | |

| Reclassification of net unrealized (gains) losses on hedging activities to interest expense | | | [removed: (4,609)] [added: (8,731)] | | | | | | [removed: 21,327] [added: (4,609)] | | | | | | [removed: 40,094] [added: 21,327] | | |

| Income tax [removed: benefit] (expense) [added: benefit] related to hedging activities | | | [removed: 5,853] [added: (6,227)] | | | | | | [removed: (8,172)] [added: 5,853] | | | | | | [removed: (10,466)] [added: (8,172)] | | |

| Other, net of tax | | | [removed: 439] [added: 141] | | | | | | [removed: (222)] [added: 439] | | | | | | [removed: 3,760] [added: (222)] | | |

| Other comprehensive income (loss) | | | [removed: 197,441] [added: (409,274)] | | | | | | [removed: (185,088)] [added: 197,441] | | | | | | [removed: (42,282)] [added: (185,088)] | | |

| Comprehensive income (loss) | | | [removed: 1,226,264] [added: 1,234,879] | | | | | | [removed: (41,775)] [added: 1,226,264] | | | | | | [removed: 945,582] [added: (41,775)] | | |

| Comprehensive income attributable to noncontrolling interests | | | [removed: 92,987] [added: 19,320] | | | | | | [removed: 18,519] [added: 92,987] | | | | | | [removed: 12,123] [added: 18,519] | | |

| Comprehensive income (loss) attributable to Global Payments | | | $ | [removed: 1,133,277] [added: 1,215,559] | | | | | $ | [removed: (60,294)] [added: 1,133,277] | | | | | $ | [removed: 933,459] [added: (60,294)] | |

| | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | |

February 14, 2025

February 14, 2025

| Other noncurrent assets | | | 2,479,351 | | | | | | 2,570,018 | | |

| Net income | | | $ | 1,644,153 | | | | | $ | 1,028,823 | | | | | $ | 143,313 | |

| Paid-in-kind interest capitalized to principal of notes receivable | | | (74,139) | | | | | | (46,524) | | | | | | — | | |

| Technology asset charge | | | 55,808 | | | | | | — | | | | | | — | | |

| Other, net | | | 45,787 | | | | | | 71,063 | | | | | | 31,430 | | |

| Purchase of subsidiary shares from noncontrolling interest | | | (108,770) | | | | | | — | | | | | | — | | |

| Net income | | | | | | | | | | | | | | | 1,570,365 | | | | | | | | | | | | 1,570,365 | | | | | | 51,381 | | | | | | 1,621,746 | | | | | | 22,407 | | |

| Other comprehensive loss | | | | | | | | | | | | | | | | | | | | | (354,806) | | | | | | (354,806) | | | | | | (39,636) | | | | | | (394,442) | | | | | | (14,832) | | |

| Repurchases of common stock | | | (12,730) | | | | | | (1,565,688) | | | | | | | | | | | | | | | | | | (1,565,688) | | | | | | | | | | | | (1,565,688) | | | | | | | | |

| Distributions to noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | (38,086) | | | | | | (38,086) | | | | | | | | |

| Purchase of subsidiary shares from noncontrolling interest | | | | | | | | | (71,807) | | | | | | | | | | | | 739 | | | | | | (71,068) | | | | | | (37,702) | | | | | | (108,770) | | | | | | | | |

| Reclassification of redeemable noncontrolling interest to nonredeemable noncontrolling interest | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 358,872 | | | | | | 358,872 | | | | | | (358,872) | | |

| Purchase of capped calls related to issuance of convertible notes, net of taxes of $61,573 | | | | | | | | | (194,677) | | | | | | | | | | | | | | | | | | (194,677) | | | | | | | | | | | | (194,677) | | | | | | | | |

| Balance at December 31, 2024 | | | 248,709 | | | | | | $ | 18,118,942 | | | | | $ | 4,774,736 | | | | | $ | (612,992) | | | | | $ | 22,280,686 | | | | | $ | 575,258 | | | | | $ | 22,855,944 | | | | | $ | 160,623 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2023 | | | 260,383 | | | | | | $ | 19,800,953 | | | | | $ | 3,457,182 | | | | | $ | (258,925) | | | | | $ | 22,999,210 | | | | | $ | 280,340 | | | | | $ | 23,279,550 | | | | | $ | 507,965 | |

We adopted ASU 2023-07 effective December 31, 2024 and applied it retrospectively to all periods presented in the financial statements.

See "Note 18—Segment Information" for further information.

*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.

We are evaluating the potential effects of ASU 2024-03 on our consolidated financial statements.

*SEC rule changes* *-* On March 6, 2024, the SEC adopted final rules that require disclosure of certain climate-related information, including disclosures relating to material climate-related risks, targets or goals, risk management and governance activities and greenhouse gas emissions.

In addition, the rules require disclosure of certain climate-related financial metrics in the notes to the audited financial statements.

The new disclosures are required on a prospective basis and provide for a phased-in compliance period.

However, in April 2024, the SEC stayed the rules pending judicial review.

Therefore, the timing of the effectiveness of these rules and their ultimate enforceability is uncertain.

| | | | 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | $ | 2,538,416 | | | | | $ | 2,088,887 | |

See "Note 4—Revenues" for further information.

Accounts receivable is presented net of an allowance for credit losses of $24.7 million and $19.0 million as of December 31, 2024 and 2023, respectively.

See "Note 4—Revenues" for further information.

See "Note 5—Property and Equipment" for further information.

During the quarter ended December 31, 2024, we realigned our reporting units based on a strategic and organizational changes.

The new reporting units are Core Payments Solutions, Integrated and Embedded Solutions, Point-of-Sale and Software Solutions, International Merchant Solutions and Issuer Solutions.

Upon realignment of our reporting units, we performed a quantitative assessment of impairment for our Core Payments Solutions, Integrated and Embedded Solutions and Point-of-Sale and Software Solutions reporting units, and determined on the basis of those assessments that the fair value of each reporting unit was greater than its respective carrying amount, indicating no impairment.

Additionally, our International Merchant Solutions reporting unit was an aggregation of our former Europe, Spain and Asia-Pacific reporting units, and was not more likely than not less than its respective carrying amounts.

The realignment did not affect our Issuer Solutions reporting unit.

evaluated appropriately.

February 14, 2024

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Current assets held for sale | | | 6,451 | | | | | | 138,815 | | |

| Noncurrent assets held for sale | | | 327 | | | | | | 1,295,799 | | |

| Other noncurrent assets | | | 2,569,691 | | | | | | 2,343,241 | | |

| Current liabilities held for sale | | | 1,341 | | | | | | 125,891 | | |

| Noncurrent liabilities held for sale | | | — | | | | | | 4,478 | | |

| Facilities exit charges | | | 5,994 | | | | | | 30,437 | | | | | | 51,349 | | |

| Other, net | | | 18,545 | | | | | | 993 | | | | | | 10,810 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at December 31, 2021 | | | 284,750 | | | | | | $ | 22,880,261 | | | | | $ | 2,982,122 | | | | | $ | (234,182) | | | | | $ | 25,628,201 | | | | | $ | 241,216 | | | | | $ | 25,869,417 | |

| Balance at December 31, 2020 | | | 298,332 | | | | | | $ | 24,963,769 | | | | | $ | 2,570,874 | | | | | $ | (202,273) | | | | | $ | 27,332,370 | | | | | $ | 154,674 | | | | | $ | 27,487,044 | |

| Net income | | | | | | | | | | | | | | | 965,460 | | | | | | | | | | | | 965,460 | | | | | | 22,404 | | | | | | 987,864 | | |

| Other comprehensive loss | | | | | | | | | | | | | | | | | | | | | (32,001) | | | | | | (32,001) | | | | | | (10,281) | | | | | | (42,282) | | |

| Change in ownership attributable to a noncontrolling interest | | | | | | | | | (4,524) | | | | | | | | | | | | 92 | | | | | | (4,432) | | | | | | 4,432 | | | | | | — | | |

| Repurchases of common stock | | | (15,169) | | | | | | (2,219,143) | | | | | | (294,486) | | | | | | | | | | | | (2,513,629) | | | | | | | | | | | | (2,513,629) | | |

*ASU 2020-04—* In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): *Facilitation of the Effects of Reference Rate Reform on Financial Reporting*," which provides optional expedients and exceptions to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference London Inter-bank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform.

The amendments in this update also include a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting

determination.

If elected, the optional expedients for contract modifications must be applied consistently for all eligible contracts or eligible transactions within the relevant ASC Topic or Industry Subtopic that contains the guidance that otherwise would be required to be applied.

The amendments in this update were effective upon issuance and, as further updated by ASU 2022-06, “Reference Rate Reform (Topic 848): *Deferral of the Sunset Date of Topic 848*,” may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2024.

We elected to apply the expedients under ASU 2020-04 to a debt facility amendment completed in December 2021, the application of which did not result in any effect on our consolidated financial statements.

As a result of changes in our debt structure during 2022, which did not qualify for the optional expedients under ASU 2020-04, we no longer have any significant indebtedness or borrowings that bear interest at a variable rate based on LIBOR.

Therefore, we do not expect the discontinuance of LIBOR or the related effects of ASU 2020-04 will have a material effect on our consolidated financial statements.

See "Note 9—Long-Term Debt and Lines of Credit" in the notes to the accompanying consolidated financial statements for further information about our borrowing agreements.

*ASU 2019-12—* In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740): *Simplifying the Accounting for Income Taxes*," which is intended to enhance and simplify various aspects of the accounting for income taxes.

The amendments in this update remove certain exceptions to the general principles in ASC Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences.

ASU 2019-12 also clarifies and amends existing guidance to improve consistency in application of the accounting for franchise taxes, enacted changes in tax laws or rates and transactions that result in a step-up in the tax basis of goodwill.

The adoption of ASU 2019-12 on January 1, 2021 did not have a material effect on our consolidated financial statements.

Accounts receivable is presented net of an allowance for credit losses of $19.0 million and $21.0 million as of December 31, 2023 and 2022, respectively, including $3.3 million presented within assets held for sale in the consolidated balance sheet as of December 31, 2022 as further discussed in "Note 3—Business Dispositions."

Write-offs

frame), the loss given default (representing the percentage of the asset that is not expected to be collected due to default), leverage ratios, interest rates, market and industry data, and forecasts that affect the collectibility of the reported amount.

Early adoption is permitted.

We are evaluating how the enhanced disclosure requirements of ASU 2023-07 will affect our presentation, and we will include the incremental disclosures upon the effective date.

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

As of December 31, [removed: 2023,] [added: 2024,] management carried out, under the supervision and with the participation of our principal executive officer and principal financial officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of [removed: 1934).][added: 1934, as amended (the "Exchange Act")).]

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, [removed: 2023,] [added: 2024,] our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and are designed to ensure that information required to be disclosed in those reports is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Our management team is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the [removed: Securities] Exchange [removed: Act of 1934.][added: Act.]

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on the results of its evaluation, management believes that as of December 31, [removed: 2023,] [added: 2024,] our internal control over financial reporting is effective based on those criteria.

Deloitte & Touche LLP has issued an attestation report on our internal control over financial reporting, which is included herein as the Report of Independent Registered Public Accounting Firm under "Item 8 - Financial Statements and Supplementary Data" [added: of this Annual Report on Form 10-K] for the year ended December 31, [removed: 2023.][added: 2024.]

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2023] [added: 2024] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023 includes the acquired operations of EVO.

[removed: (c) Director and Officer] [added: (b) Insider] Trading Plans and Arrangements

During the quarter ended December 31, [removed: 2023,] [added: 2024,] none of our directors or officers notified us that they adopted, modified or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement as defined in Item 408(a) of Regulation S-K.

We incorporate by reference in this Item 10 information about our directors, executive officers and our corporate governance contained under the headings "Proposal 1: Election of [removed: Directors,"] [added: Directors for a One-Year Term,"] "Biographical Information About [removed: Our] Executive [removed: Officers"] [added: Officers," "Anti-Hedging Policy; Insider Trading Policy"] and "Delinquent Section 16(a) Reports" from our proxy statement to be delivered in connection with our [removed: 2024] [added: Proxy Statement and Notice of 2025] Annual Meeting of Shareholders to be held on April [removed: 25, 2024 ("2024] [added: 24, 2025 (our "2025] Proxy Statement").

The code of ethics is available in the investor relations section of our website at *www.globalpaymentsinc.com* and as indicated in the section entitled "Where To Find [removed: Additional] [added: More] Information" in Part I [removed: to] [added: of] this Annual [removed: Report.][added: Report on Form 10-K.]

We incorporate by reference in this Item 11 the information required by this item from our 2025 Proxy Statement.

We incorporate by reference in this Item 11 the information relating to executive and director compensation and the report of the Compensation Committee contained under the headings "Compensation Discussion and Analysis" and "Board and Corporate Governance-Director Compensation" from our 2024 Proxy Statement.

We incorporate by reference in this Item 12 the information relating to ownership of our common stock by certain persons contained under the headings "Common Stock [removed: Ownership-Common] [added: Ownership - Common] Stock Ownership by Management" and "Common Stock [removed: Ownership-Common] [added: Ownership - Common] Stock Ownership by Non-Management Shareholders" from our [removed: 2024] [added: 2025] Proxy Statement.

The information under the caption “Key Data Relating to Outstanding Equity Awards and Shares Available - Equity Compensation Plan Information” in the 2025 Proxy Statement is incorporated herein by reference.

The following table provides certain information as of December 31, 2023 concerning the shares of our common stock that may be issued under existing equity compensation plans.

For more information on these plans, see "Note 14—Share-Based Awards and Options" in the notes to the accompanying consolidated financial statements.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Plan category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | | | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | | | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | |

| Equity compensation plans approved by security holders | | | 646,708 | | | | | | $ | 96.41 | | | | | 30,209,753 | | |

| Equity compensation plans not approved by security holders | | | — | | | | | | — | | | | | | — | | |

| Total | | | 646,708 | | | | | | $ | 96.41 | | | | | 30,209,753 | | |

The number of securities remaining available for future issuance under equity compensation plans reflected in column (c) above includes 6,273,259 shares authorized for issuance under our 2011 Amended and Restated Incentive Plan (the "2011 Incentive Plan"), all of which are available for issuance pursuant to grants of full-value stock awards, 906,381 shares authorized under our 2000 Employee Stock Purchase Plan (the "2000 ESPP"), 13,554,740 shares authorized under our Total System Services 2017 Omnibus Plan, 7,331,435 shares authorized under our Total System Services 2012 Omnibus Plan, 1,541,327 shares authorized under our Total System Services 2007 Omnibus Plan and 602,611 shares authorized under our Amended and Restated NetSpend Holdings, Inc. 2004 Equity Incentive Plan for Options and Restricted Shares Assumed by Total System Services.

We intend to issue future shares under the 2011 Incentive Plan and the 2000 ESPP only.

We incorporate by reference in this Item 13 the information regarding certain relationships and related transactions between us and our affiliates and the independence of our directors contained under the headings "Additional Information-Relationships and Related Party Transactions" and "Board [added: of Directors, its Committees, Meetings] and [added: Functions -] Corporate [removed: Governance-Board] [added: Governance - Board] Independence" from our [removed: 2024] [added: 2025] Proxy Statement.

We incorporate by reference in this Item 14 the information regarding principal accounting fees and services contained under the heading "Proposal Three: Ratification of Reappointment of [removed: Auditors"] [added: Independent Registered Public Accounting Firm"] from our [removed: 2024] [added: 2025] Proxy Statement.

| Reports of Independent Registered Public Accounting Firm (PCAOB ID 34) | | | [removed: [55](#id98d89d303914ed8b0e11aafcd988ae0_55)] [added: [58](#if8e5d3a8ed2147c09a1d119a6c8b1b19_58)] | | |

| Consolidated Statements of Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [58](#id98d89d303914ed8b0e11aafcd988ae0_61)] [added: [61](#if8e5d3a8ed2147c09a1d119a6c8b1b19_64)] | | |

| Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [59](#id98d89d303914ed8b0e11aafcd988ae0_64)] [added: [62](#if8e5d3a8ed2147c09a1d119a6c8b1b19_67)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | [removed: [60](#id98d89d303914ed8b0e11aafcd988ae0_67)] [added: [63](#if8e5d3a8ed2147c09a1d119a6c8b1b19_70)] | | |

| Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [61](#id98d89d303914ed8b0e11aafcd988ae0_70)] [added: [64](#if8e5d3a8ed2147c09a1d119a6c8b1b19_73)] | | |

| Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [62](#id98d89d303914ed8b0e11aafcd988ae0_73)] [added: [65](#if8e5d3a8ed2147c09a1d119a6c8b1b19_76)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [64](#id98d89d303914ed8b0e11aafcd988ae0_79)] [added: [67](#if8e5d3a8ed2147c09a1d119a6c8b1b19_82)] | | |

| Schedule II, Valuation and Qualifying Accounts | | | [removed: [111](#id98d89d303914ed8b0e11aafcd988ae0_142)] [added: [117](#if8e5d3a8ed2147c09a1d119a6c8b1b19_145)] | | |

| [removed: 2.1†] [added: 10.31] | | | [removed: [Agreement and Plan of Merger,] [added: [Investment Agreement,] dated as of August 1, 2022, among [removed: EVO Payments, Inc.,] Global Payments [removed: Inc. and Falcon Merger Sub] Inc., [added: Silver Lake Partners VI DE (AIV), L.P. and Silver Lake Alpine II, L.P.,] incorporated by reference to Exhibit [removed: 2.1] [added: 10.4] to the [removed: Company’s] [added: Company's] Current Report on Form 8-K filed on August 2, [removed: 2022.](https://www.sec.gov/Archives/edgar/data/1123360/000119312522209347/d367051dex21.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/1123360/000119312522209347/d367051dex104.htm)] | | |

| 3.1 | | | [Third Amended and Restated Articles of Incorporation of Global Payments Inc., incorporated by reference to Exhibit 4.1 to the Company's Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 filed on September 18, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000119312519247358/d728594dex41.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/1123360/000119312519247358/d728594dex41.htm)] | | |

| 3.2 | | | [Articles of Amendment to the Third Amended and Restated Articles of Incorporation of Global Payments Inc., incorporated by reference to Exhibit 3.1 [removed: to the Company’s Current] [added: to](https://www.sec.gov/Archives/edgar/data/1123360/000112336020000013/ex31articlesofamendmen.htm) [the Company's](https://www.sec.gov/Archives/edgar/data/1123360/000112336020000013/ex31articlesofamendmen.htm) [Current] Report on Form 8-K filed on May 1, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/1123360/000112336020000013/ex31articlesofamendmen.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/1123360/000112336020000013/ex31articlesofamendmen.htm)] | | |

| 3.3 | | | [removed: [Twelfth](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000012/ex31amendmenttobylaws.htm) [Amended] [added: [Twelfth Amended] and Restated Bylaws of Global Payments Inc., incorporated by reference to Exhibit 3.1 [removed: to Global Payment Inc.’s] [added: to](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000012/ex31amendmenttobylaws.htm) [the](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000012/ex31amendmenttobylaws.htm) [Company](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000012/ex31amendmenttobylaws.htm)[’s] Current Report on Form 8-K filed [removed: on](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000012/ex31amendmenttobylaws.htm) [Febr](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000012/ex31amendmenttobylaws.htm)[uary] [added: on February] 21, [removed: 2023](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000012/ex31amendmenttobylaws.htm)[.](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000012/ex31amendmenttobylaws.htm)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000012/ex31amendmenttobylaws.htm)] | | |

| 4.1 | | | [Indenture, dated as of August 14, 2019, between Global Payments Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 14, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000119312519221255/d764126dex41.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/1123360/000119312519221255/d764126dex41.htm)] | | |

| 4.2 | | | [Supplemental Indenture No. 1, dated as of August 14, 2019, between Global Payments Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on August 14, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000119312519221255/d764126dex42.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/1123360/000119312519221255/d764126dex42.htm)] | | |

| 4.5 | | | [Supplemental Indenture No. 1, dated as of September 17, 2019, among TSYS, Global Payments Inc. and Regions Bank, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on September 20, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000119312519250768/d801793dex41.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/1123360/000119312519250768/d801793dex41.htm)] | | |

| 4.6 | | | [Form of 4.800% Senior Note due 2026, incorporated by reference to Exhibit 4.3 to TSYS' Current Report on Form 8-K filed on March 17, [removed: 2016.](http://www.sec.gov/Archives/edgar/data/721683/000119312516508676/d165288dex43.htm)] [added: 2016.](https://www.sec.gov/Archives/edgar/data/721683/000119312516508676/d165288dex43.htm)] | | |

| 4.7* | | | [Description of Registrant’s Securities Registered pursuant to Section 12 of the Securities Exchange [removed: Act.](https://www.sec.gov/Archives/edgar/data/1123360/000112336024000004/ex47descriptionofregistran.htm)] [added: Act.](https://www.sec.gov/Archives/edgar/data/1123360/000112336025000011/ex47descriptionofregistran.htm)] | | |

| 4.8 | | | [Supplemental Indenture No. 2, dated as of May 15, 2020, between Global Payments Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 15, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/1123360/000119312520144027/d892129dex42.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/1123360/000119312520144027/d892129dex42.htm)] | | |

| 4.10 | | | [Supplemental Indenture No. 3, dated as of February 26, 2021, between Global Payments Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 26, [removed: 2021.](http://www.sec.gov/Archives/edgar/data/1123360/000119312521060407/d141432dex42.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/1123360/000119312521060407/d141432dex42.htm)] | | |

| 4.12 | | | [Supplemental Indenture No. 4, dated as of November 22, 2021, between Global Payments Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 22, [removed: 2021.](http://www.sec.gov/Archives/edgar/data/1123360/000119312521336859/d222445dex42.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/1123360/000119312521336859/d222445dex42.htm)] | | |

| 4.13 | | | Form of Global Note representing the Notes (included in Exhibit [removed: 4.12)] [added: 4.12).] | | |

| 4.15 | | | Form of 1.00% Convertible Senior Notes due 2029 (included in Exhibit [removed: 4.14)] [added: 4.14).] | | |

| 4.18 | | | Form of Global Note representing the Notes (included in Exhibit [removed: 4.17)] [added: 4.17).] | | |

| 4.19 | | | [First Supplemental Indenture, dated as of December 14, 2022 between Global Payments Inc., and U.S. Bank Trust Company, National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000009/ex423firstsupplementalinde.htm)[,] [added: trustee,] incorporated by reference to Exhibit 4.23 to the Company's Annual Report on Form 10-K filed on February [removed: 17](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000009/ex423firstsupplementalinde.htm)[, 2023](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000009/ex423firstsupplementalinde.htm)[.](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000009/ex423firstsupplementalinde.htm)] [added: 17, 2023.](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000009/ex423firstsupplementalinde.htm)] | | |

| 4.21 | | | Form of Global Note representing the Notes (included in Exhibit [removed: 4.20)] [added: 4.20).] | | |

| 10.1+ | | | [Total System Services, Inc. 2017 Omnibus Plan incorporated by reference to Exhibit 10.1 to TSYS’s Current Report on Form 8-K filed on April 28, [removed: 2017.](http://www.sec.gov/Archives/edgar/data/721683/000119312517145788/d369612dex101.htm)] [added: 2017.](https://www.sec.gov/Archives/edgar/data/721683/000119312517145788/d369612dex101.htm)] | | |

| 10.2+ | | | [Total System Services, Inc. 2012 Omnibus Plan, incorporated by reference to Exhibit 10.1 to TSYS’ Current Report on Form 8-K filed on May 4, [removed: 2012.](http://www.sec.gov/Archives/edgar/data/721683/000119312512210470/d345238dex101.htm)] [added: 2012.](https://www.sec.gov/Archives/edgar/data/721683/000119312512210470/d345238dex101.htm)] | | |

| 10.3+ | | | [Total System Services, Inc. 2007 Omnibus Plan, incorporated by reference to Exhibit 10.1 to TSYS’ Current Report on Form 8-K filed on April 25, [removed: 2007.](http://www.sec.gov/Archives/edgar/data/721683/000072168307000003/exhibit101.htm)] [added: 2007.](https://www.sec.gov/Archives/edgar/data/721683/000072168307000003/exhibit101.htm)] | | |

| 10.4+ | | | [Amended and Restated 2000 Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.39 to the Company's Annual Report on Form 10-K filed on July 28, [removed: 2010.](http://www.sec.gov/Archives/edgar/data/1123360/000119312510169025/dex1039.htm)] [added: 2010.](https://www.sec.gov/Archives/edgar/data/1123360/000119312510169025/dex1039.htm)] | | |

| 10.5+ | | | [Third Amended and Restated 2000 Non-Employee Director Stock Option Plan, dated June 1, 2004, incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K filed on July 30, [removed: 2007.](http://www.sec.gov/Archives/edgar/data/1123360/000119312507165419/dex1020.htm)] [added: 2007.](https://www.sec.gov/Archives/edgar/data/1123360/000119312507165419/dex1020.htm)] | | |

| 10.6+ | | | [Amendment to the Third Amended and Restated 2000 Non-Employee Director Stock Option Plan, dated March 28, 2007, incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K filed on July 30, [removed: 2007.](http://www.sec.gov/Archives/edgar/data/1123360/000119312507165419/dex1021.htm)] [added: 2007.](https://www.sec.gov/Archives/edgar/data/1123360/000119312507165419/dex1021.htm)] | | |

| 10.7+ | | | [Third Amended and Restated 2005 Incentive Plan, dated December 31, 2008, incorporated by reference to Exhibit 10.2 to the Company's Form Quarterly Report on 10-Q filed April 6, [removed: 2009.](http://www.sec.gov/Archives/edgar/data/1123360/000119312509073865/dex102.htm)] [added: 2009.](https://www.sec.gov/Archives/edgar/data/1123360/000119312509073865/dex102.htm)] | | |

| 10.8+ | | | [Annual Performance Plan, adopted August 29, 2012 (sub-plan to the Global Payments Inc. 2011 Incentive Plan, dated September 27, 2011), incorporated by reference to Exhibit 10.52 to the Company’s Annual Report on Form 10-K filed on July 25, [removed: 2013.](http://www.sec.gov/Archives/edgar/data/1123360/000112336013000025/ex1052-redacted_annualxpla.htm)] [added: 2013.](https://www.sec.gov/Archives/edgar/data/1123360/000112336013000025/ex1052-redacted_annualxpla.htm)] | | |

| 10.9+ | | | [Non-Qualified Deferred Compensation Plan, incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8 filed on September 16, [removed: 2010.](http://www.sec.gov/Archives/edgar/data/1123360/000119312510211480/dex991.htm)] [added: 2010.](https://www.sec.gov/Archives/edgar/data/1123360/000119312510211480/dex991.htm)] | | |

| 10.10+ | | | [Amended and Restated 2011 Incentive Plan, incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-KT filed on February 28, [removed: 2017.](http://www.sec.gov/Archives/edgar/data/1123360/000112336017000013/ex10112011incentiveplan.htm)] [added: 2017.](https://www.sec.gov/Archives/edgar/data/1123360/000112336017000013/ex10112011incentiveplan.htm)] | | |

| 10.12+ | | | [Form of Non-Statutory Stock Option Award pursuant to the Amended and Restated 2005 Incentive Plan, incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on January 8, [removed: 2007.](http://www.sec.gov/Archives/edgar/data/1123360/000119312507003002/dex105.htm)] [added: 2007.](https://www.sec.gov/Archives/edgar/data/1123360/000119312507003002/dex105.htm)] | | |

| [removed: 10.13+] [added: 10.19+] | | | [Form of Restricted Stock Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar [removed: 2019),] [added: 2021),] incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May [removed: 2, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000112336019000016/ex101formofrestrictedstock.htm)] [added: 4, 2021.](https://www.sec.gov/Archives/edgar/data/1123360/000112336021000018/ex101formofrestrictedstock.htm)] | | |

| [removed: 10.14+] [added: 10.20+] | | | [Form of Performance Unit Award Agreement pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar [removed: 2019),] [added: 2021),] incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May [removed: 2, 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000112336019000016/ex102formofperformanceunit.htm)] [added: 4, 2021.](https://www.sec.gov/Archives/edgar/data/1123360/000112336021000018/ex102formofperformanceunit.htm)] | | |

| [removed: 10.15+] [added: 10.25+] | | | [Form of Stock Option Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar [removed: 2019)] [added: 2022),] incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 2, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000112336019000016/ex103formofstockoptionawar.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/1123360/000112336022000013/ex103formofstockoptionawar.htm)] | | |

| [removed: 10.16+] [added: 10.13+] | | | [Amended and Restated Employment Agreement, dated as of September 20, 2019, between Global Payments Inc. and Jeffrey S. Sloan, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 31, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/1123360/000112336019000034/ex101amendmenttoemplom.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/1123360/000112336019000034/ex101amendmenttoemplom.htm)] | | |

| 4.22 | | | [Indenture, dated as of February 23, 2024, between Global Payments Inc. and U.S. Bank Trust Company, National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on February 23, 2024.](https://www.sec.gov/Archives/edgar/data/1123360/000110465924027012/tm246899d1_ex4-1.htm) | | |

| 4.23 | | | Form of Global Note representing the Notes (included in Exhibit 4.22). | | |

| 4.24 | | | [Form of 4.450% Senior Note due 2028, incorporated by reference to Exhibit 4.2 to Total System Services Inc.’s Current Report on Form 8-K filed on May 11, 2018.](https://www.sec.gov/Archives/edgar/data/721683/000119312518160989/d582982dex42.htm) | | |

| 10.35 | | | [CORRA Transition Amendment, dated July 3, 2024, to Credit Agreement, dated as of August 19, 2022, among Global Payments Inc., the other borrowers party thereto and Bank of America, N.A., as administrative agent and an L/C Issuer and the other lenders and L/C Issuers party thereto,](https://www.sec.gov/Archives/edgar/data/1123360/000112336024000036/ex10209302024.htm) [incorporated by reference to Exhibit 10.](https://www.sec.gov/Archives/edgar/data/1123360/000112336024000036/ex10209302024.htm)[2](https://www.sec.gov/Archives/edgar/data/1123360/000112336024000036/ex10209302024.htm) [to the Company's Current Report on Form](https://www.sec.gov/Archives/edgar/data/1123360/000112336024000036/ex10209302024.htm) [10-Q](https://www.sec.gov/Archives/edgar/data/1123360/000112336024000036/ex10209302024.htm) [filed on](https://www.sec.gov/Archives/edgar/data/1123360/000112336024000036/ex10209302024.htm) [October 31, 2024](https://www.sec.gov/Archives/edgar/data/1123360/000112336024000036/ex10209302024.htm)[.](https://www.sec.gov/Archives/edgar/data/1123360/000112336024000036/ex10209302024.htm) | | |

| 10.40 | | | [Form of Capped Call Confirmation, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 23, 2024.](https://www.sec.gov/Archives/edgar/data/1123360/000110465924027012/tm246899d1_ex10-1.htm) | | |

| 10.41+ | | | [Employment Agreement dated January 1, 2024 between Global Payments, Inc. and Shannon Johnston, incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on May 1, 2024.](https://www.sec.gov/Archives/edgar/data/1123360/000112336024000014/ex106shannonjohnstonemploy.htm) | | |

| 10.42+ | | | [Eighth Amended and Restated Non-Employee Director Compensation Plan dated April 25, 2024, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2024.](https://www.sec.gov/Archives/edgar/data/1123360/000112336024000025/ex10106302024.htm) | | |

| 19* | | | [Insider Trading Policy.](https://www.sec.gov/Archives/edgar/data/1123360/000112336025000011/ex19insidertradingpolicy.htm) | | |

| Index to Exhibits | | | [121](#if8e5d3a8ed2147c09a1d119a6c8b1b19_181) | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| 10.33+ | | | [Form of Performance Unit Award Agreement pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2023), incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2023.](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000019/ex102formofperformanceunit.htm) | | |

| 10.34+ | | | [Form of Stock Option Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2023), incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2023.](https://www.sec.gov/Archives/edgar/data/1123360/000112336023000019/ex103formofstockoptionawar.htm) | | |

| Index to Exhibits | | | [115](#id98d89d303914ed8b0e11aafcd988ae0_178) | | |

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Global Payments Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 14, 2024.

| GLOBAL PAYMENTS INC. | | | | | |

| By: | | | /s/ Cameron M. Bready | | |

| | | | Cameron M. Bready | | |

| | | | Chief Executive Officer | | |

| | | | (Principal Executive Officer) | | |

| By: | | | /s/ Joshua J. Whipple | | |

| | | | Joshua J. Whipple | | |

| | | | Senior Executive Vice President and Chief Financial Officer | | |

| | | | (Principal Financial Officer) | | |

| By: | | | /s/ David M. Sheffield | | |

| | | | David M. Sheffield | | |

| | | | Executive Vice President and Chief Accounting Officer | | |

| | | | (Principal Accounting Officer) | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Global Payments Inc. and in the capacities and on the dates indicated.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Signature | | | | | | Title | | | | | | Date | | |

| | | | /s/ M. Troy Woods* | | | | | | Chairman of the Board | | | | | | February 14, 2024 | | |

| | | | M. Troy Woods | | | | | | | | | | | | | | |

| | | | /s/ Connie D. McDaniel* | | | | | | Lead Independent Director | | | | | | February 14, 2024 | | |

| | | | Connie D. McDaniel | | | | | | | | | | | | | | |

| | | | /s/ F. Thaddeus Arroyo* | | | | | | Director | | | | | | February 14, 2024 | | |

| | | | F. Thaddeus Arroyo | | | | | | | | | | | | | | |

| | | | /s/ Robert H.B. Baldwin, Jr.* | | | | | | Director | | | | | | February 14, 2024 | | |

| | | | Robert H.B. Baldwin, Jr. | | | | | | | | | | | | | | |

| | | | /s/ John G. Bruno* | | | | | | Director | | | | | | February 14, 2024 | | |

| | | | John G. Bruno | | | | | | | | | | | | | | |

| | | | /s/ Joia M. Johnson* | | | | | | Director | | | | | | February 14, 2024 | | |

| | | | Joia M. Johnson | | | | | | | | | | | | | | |

| | | | /s/ Ruth Ann Marshall* | | | | | | Director | | | | | | February 14, 2024 | | |

| | | | Ruth Ann Marshall | | | | | | | | | | | | | | |

| | | | /s/ Kirsten Kliphouse* | | | | | | Director | | | | | | February 14, 2024 | | |

| | | | Kirsten Kliphouse | | | | | | | | | | | | | | |

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Global Payments Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 14, 2025.

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| GLOBAL PAYMENTS INC. | | | | | |

| | | | | | |

| By: | | | /s/ Cameron M. Bready | | |

| | | | Cameron M. Bready | | |

| | | | Chief Executive Officer | | |

| | | | (Principal Executive Officer) | | |

| | | | | | |

| By: | | | /s/ Joshua J. Whipple | | |

| | | | Joshua J. Whipple | | |

| | | | Chief Financial Officer | | |

| | | | (Principal Financial Officer) | | |

| | | | | | |

| By: | | | /s/ David M. Sheffield | | |

| | | | David M. Sheffield | | |

| | | | Chief Accounting Officer | | |

| | | | (Principal Accounting Officer) | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Global Payments Inc. and in the capacities and on the dates indicated.

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| | | | Signature | | | | | | Title | | | | | | Date | | |

| | | | | | | | | | | | | | | | | | |

| | | | /s/ M. Troy Woods* | | | | | | Chairman of the Board | | | | | | February 14, 2025 | | |

| | | | M. Troy Woods | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | /s/ Connie D. McDaniel* | | | | | | Director | | | | | | February 14, 2025 | | |

| | | | Connie D. McDaniel | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | /s/ F. Thaddeus Arroyo* | | | | | | Director | | | | | | February 14, 2025 | | |

| | | | F. Thaddeus Arroyo | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | /s/ Robert H.B. Baldwin, Jr.* | | | | | | Director | | | | | | February 14, 2025 | | |

| | | | Robert H.B. Baldwin, Jr. | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | /s/ John G. Bruno* | | | | | | Director | | | | | | February 14, 2025 | | |

| | | | John G. Bruno | | | | | | | | | | | | | | |