Global Payments 10-Q 2026-06-30

Filed 2026-08-05. 8 sections, 221K characters. Original on sec.gov · Markdown · JSON

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-16111

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GLOBAL PAYMENTS INC.

(Exact name of registrant as specified in charter)

Georgia58-2567903
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
3550 Lenox Road, Atlanta, Georgia30326
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (770) 829-8000

Securities registered pursuant to Section 12(b) of the Act
Title of each classTrading symbolName of exchange on which registered
Common stock, no par valueGPNNew York Stock Exchange
4.875% Senior Notes due 2031GPN31ANew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer☑Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes☐No☑

The number of shares of the issuer’s common stock, no par value, outstanding as of July 31, 2026, was 264,618,390.

GLOBAL PAYMENTS INC.

FORM 10-Q

For the quarterly period ended June 30, 2026

TABLE OF CONTENTS

Page
PART I - FINANCIAL INFORMATION
ITEM 1.Unaudited Consolidated Statements of Income for the three and six months ended June 30, 2026 and 20253
Unaudited Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 20255
Consolidated Balance Sheets at June 30, 2026 (unaudited) and December 31, 20256
Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 20257
Unaudited Consolidated Statements of Changes in Equity for the three and six months ended June 30, 2026 and 20258
Notes to Unaudited Consolidated Financial Statements10
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies10
Note 2 - Acquisition11
Note 3 - Business Dispositions and Discontinued Operations15
Note 4 - Revenues18
Note 5 - Goodwill and Other Intangible Assets19
Note 6 - Long-term Debt and Lines of Credit21
Note 7 - Derivatives and Hedging Instruments24
Note 8 - Income Tax27
Note 9 - Redeemable Noncontrolling Interests27
Note 10 - Shareholders' Equity28
Note 11 - Share-based Awards and Stock Options28
Note 12 - Earnings per Share30
Note 13 - Supplemental Balance Sheet and Cash Flow Information31
Note 14 - Accumulated Other Comprehensive Loss33
Note 15 - Segment Information34
Note 16 - Commitments and Contingencies37
ITEM 2.Management's Discussion and Analysis of Financial Condition and Results of Operations38
ITEM 3.Quantitative and Qualitative Disclosures About Market Risk53
ITEM 4.Controls and Procedures53
PART II - OTHER INFORMATION
ITEM 1.Legal Proceedings53
ITEM 1A.Risk Factors53
ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds54
ITEM 3.Defaults Upon Senior Securities54
ITEM 4.Mine Safety Disclosures54
ITEM 5.Other Information54
ITEM 6.Exhibits55
Signatures56

PART I—FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

GLOBAL PAYMENTS INC.

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

Three Months Ended
June 30, 2026June 30, 2025
Revenues$3,320,791$1,969,287
Operating expenses:
Cost of service1,293,879501,772
Selling, general and administrative1,689,7911,041,256
Impairment of goodwill—33,218
Gain on business disposition—(267)
2,983,6701,575,979
Operating income337,121393,308
Interest and other income44,70035,533
Interest and other expense(277,538)(152,538)
(232,838)(117,005)
Income from continuing operations before income taxes and equity in income of equity method investments104,283276,303
Income tax expense (benefit)(4,926)40,877
Income from continuing operations before equity in income of equity method investments109,209235,426
Equity in income of equity method investments, net of tax21,67819,961
Income from continuing operations130,887255,387
Loss from discontinued operations, net of tax(101,963)(9,289)
Net income28,924246,098
Net income attributable to noncontrolling interests(15,953)(4,458)
Net income attributable to Global Payments$12,971$241,640
Basic earnings per share attributable to Global Payments:
Continuing operations$0.43$1.03
Discontinued operations(0.38)(0.04)
Total basic earnings per share attributable to Global Payments$0.05$0.99
Diluted earnings per share attributable to Global Payments:
Continuing operations$0.43$1.03
Discontinued operations(0.38)(0.04)
Total diluted earnings per share attributable to Global Payments$0.05$0.99

See Notes to Unaudited Consolidated Financial Statements.

GLOBAL PAYMENTS INC.

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

Six Months Ended
June 30, 2026June 30, 2025
Revenues$6,290,473$3,789,605
Operating expenses:
Cost of service2,567,493996,947
Selling, general and administrative3,401,5051,998,433
Impairment of goodwill—33,218
Gain on business disposition—(4,260)
5,968,9983,024,338
Operating income321,475765,267
Interest and other income78,22073,573
Interest and other expense(519,907)(301,078)
(441,687)(227,505)
Income (loss) from continuing operations before income taxes and equity in income of equity method investments(120,212)537,762
Income tax expense (benefit)(16,766)84,647
Income (loss) from continuing operations before equity in income of equity method investments(103,446)453,115
Equity in income of equity method investments, net of tax41,50838,210
Income (loss) from continuing operations(61,938)491,325
Income (loss) from discontinued operations, net of tax(1,688,190)67,545
Net income (loss)(1,750,128)558,870
Net income attributable to noncontrolling interests(36,779)(11,496)
Net income (loss) attributable to Global Payments$(1,786,907)$547,374
Basic earnings (loss) per share attributable to Global Payments:
Continuing operations$(0.36)$1.96
Discontinued operations(6.22)0.27
Total basic earnings (loss) per share attributable to Global Payments$(6.58)$2.23
Diluted earnings (loss) per share attributable to Global Payments:
Continuing operations$(0.36)$1.96
Discontinued operations(6.22)0.27
Total diluted earnings (loss) per share attributable to Global Payments$(6.58)$2.23

See Notes to Unaudited Consolidated Financial Statements.

GLOBAL PAYMENTS INC.

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

Three Months Ended
June 30, 2026June 30, 2025
Net income$28,924$246,098
Other comprehensive income (loss):
Foreign currency translation adjustments(126,976)445,406
Income tax expense related to foreign currency translation adjustments—(4,292)
Net unrealized gains (losses) on hedging activities2,722(37,548)
Reclassification of net unrealized losses on hedging activities to interest expense4,629841
Income tax benefit (expense) related to hedging activities(1,808)8,948
Other, net of tax70(87)
Other comprehensive income (loss)(121,363)413,268
Comprehensive income (loss)(92,439)659,366
Comprehensive income attributable to noncontrolling interests(8,482)(72,052)
Comprehensive income (loss) attributable to Global Payments$(100,921)$587,314
Six Months Ended
June 30, 2026June 30, 2025
Net income (loss)$(1,750,128)$558,870
Other comprehensive income (loss):
Foreig

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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report and the Management’s Discussion and Analysis of Financial Condition and Results of Operations and consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025. 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.

Executive Overview

We are a leading payments technology company delivering innovative software and services to our customers globally. Our technologies, services and team member expertise allow us to provide a broad range of solutions that enable our customers to operate their businesses more efficiently across a variety of channels around the world.

We have grown organically, as well as through acquisitions, and continue to invest in new technology solutions and 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 software 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 business transformation activities, such as combining business operations, streamlining technology infrastructure, eliminating duplicative corporate and operational support structures and realizing scale efficiencies.

On January 9, 2026, we acquired 100% of Worldpay Holdco, LLC ("Worldpay") from Fidelity National Information Services, Inc. ("FIS") and affiliates of GTCR LLC ("GTCR") and divested our Issuer Solutions business to FIS. Worldpay is an industry-leading payments technology and solutions company. Consideration paid to GTCR for its ownership interest in Worldpay consisted of (1) approximately $6.0 billion in cash and (2) 42.8 million shares of Global Payments common stock. Consideration received for the divestiture of our Issuer Solutions business consisted of (1) approximately $7.5 billion in cash and (2) FIS’ ownership interest in Worldpay.

As part of our Worldpay integration, in the second quarter of 2026, we realigned into three reportable segments: Enterprise, Platforms and Small and Medium-Sized Businesses ("SMB").

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

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

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

Our Issuer Solutions business met the criteria to be classified as a discontinued operation, and we have presented the historical operations of our former Issuer Solutions reportable segment as discontinued operations for all periods presented.

See “Note 2—Acquisition,” “Note 3—Business Dispositions and Discontinued Operations” and “Note 15—Segment Information” in the notes to the accompanying financial statements for further information.

Highlights related to our results of continuing operations for the three and six months ended June 30, 2026 include the following:

  • Consolidated revenues for the three months ended June 30, 2026 increased to $3,320.8 million compared to $1,969.3 million for the prior year, and for the six months ended June 30, 2026 increased to $6,290.5 million compared to $3,789.6 million for the prior year, primarily due to additional revenues from the acquisition of the Worldpay business. The Worldpay acquisition also contributed to revenue growth across all three reportable segments.

  • Enterprise segment operating income increased for the three and six months ended June 30, 2026 compared to the prior year primarily due to incremental operating income from the Worldpay acquisition.

  • Platforms segment operating income for the three and six months ended June 30, 2026 increased compared to the prior year primarily due to incremental operating income from the Worldpay acquisition.

  • SMB segment operating income for the three and six months ended June 30, 2026 decreased compared to the prior year primarily due to higher amortization expense related to acquired Worldpay intangible assets.

  • Consolidated operating income and operating margin for the three and six months ended June 30, 2026 decreased compared to the prior year primarily due to an increase in amortization expense related to acquired Worldpay intangible assets and higher acquisition and integration expenses. The higher amortization expense also resulted in lower operating margins across all three reportable segments.

Strategy and Business Transformation

In 2024, we launched a holistic review of our business to examine our strategy, operations and ability to deliver sustainable performance. We refreshed our strategy and focused our resources, efforts and investments on the areas of the business that will drive the best opportunities for growth.

The acquisition of Worldpay and sale of the Issuer Solutions business further catalyzes our transformation agenda. Accordingly, following the closing of those transactions, we have combined all transformation and integration activities into one program.

This program is expected to continue over the next few years. As we focus on executing and delivering integration, separation and transformation initiatives, we have incurred and anticipate incurring incremental expenses related to these activities through 2028. We also continue to assess 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 $650 million of annual run-rate operating income benefit by the first half of 2027 and for our Worldpay integration activities to generate $600 million of annual run-rate expense synergies by year-end 2028.

Macroeconomic Effects and Other Global Conditions

We are exposed to general economic conditions, including the effects of currency fluctuations, inflation, rising interest rates, tariff increases, global trade relations, international tensions, higher rates of unemployment, and other conditions that affect the overall level of consumer, business, and government spending, which could negatively affect our financial performance. When adverse macroeconomic conditions arise, we evaluate where we may be able to implement cost-saving measures, including those related to headcount and discretionary expenses. We may also experience the

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of our exposure to market risk, refer to Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," contained in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of June 30, 2026, 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 1934, as amended). Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2026, 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.

Changes in Internal Control over Financial Reporting

We completed our acquisition of Worldpay on January 9, 2026. In accordance with our integration efforts, we plan to incorporate Worldpay's operations into our internal control over financial reporting program within the time provided by the applicable rules and regulations of the U.S. Securities and Exchange Commission.

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than described above.

PART II—OTHER INFORMATION

ITEM 1—LEGAL PROCEEDINGS

We are party to a number of claims and lawsuits incidental to our business. In our opinion, the liabilities, if any, that may ultimately result from the outcome of such matters, individually or in the aggregate, are not expected to have a material adverse effect on our financial position, liquidity, results of operations or cash flows. See "Note 16—Commitments and Contingencies" in the notes to the accompanying unaudited consolidated financial statements for information about certain legal matters.

Item 1A. RISK FACTORS

For a discussion of our risk factors, see Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025.

ITEM 2—UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Information about the shares of our common stock that we repurchased during the quarter ended June 30, 2026, is set forth below:

PeriodTotal Number of Shares Purchased (1)Approximate Average Price Paid per Share, Excluding CommissionTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2)
(in millions)
April 1-30, 20267,365$67.31—
May 1-31, 20265,755,43969.305,744,650
June 1-30, 20262,225,13768.662,213,647
Total7,987,941$69.807,958,297$1,400.0

(1)Our board of directors 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 June 30, 2026, pursuant to our employee incentive plans, we withheld 29,644 shares at an average price per share of $70.91 in order to satisfy employees' tax withholding and payment obligations in connection with the vesting of awards of restricted stock.

(2)As of June 30, 2026, the remaining amount available under our share repurchase program was $1,400.0 million. The authorization by our board of directors does not expire but could be revoked at any time. In addition, we are not required by the board’s authorization or otherwise to complete any repurchases by any specific time or at all.

ITEM 3—DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4—MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

a. None

b. None

c. Insider Trading Plans and Arrangements

During the quarter ended June 30, 2026, 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.

Item 6. EXHIBITS

List of Exhibits

2.1†Transaction Agreement, dated as of April 17, 2025, by and among Global Payments Inc., Total System Services LLC, Fidelity National Information Services, Inc. and Worldpay Holdco, LLC, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 21, 2025.
2.2†Transaction Agreement, dated as of April 17, 2025, by and among Global Payments Inc., Genesis Merger Sub I, Inc., Genesis Merger Sub II, Inc., Genesis Merger Sub III, Inc., Genesis Merger Sub IV LLC, Genesis Washington Merger Sub LLC, GTCR W Aggregator LP, Worldpay Holdco, LLC, GTCR W Management Blocker Inc., GTCR W Management Blocker II Inc., GTCR W Blocker Corp. and the other parties thereto, incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on April 21, 2025.
3.1Third 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, 2019.
3.2Articles of Amendment to the Third Amended and Restated Articles of Incorporation of Global Payments Inc., incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 1, 2020.
3.3Twelfth Amended and Restated Bylaws of Global Payments Inc., incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 21, 2023.
31.1*Certification of the Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*Certification of the Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*The following information from the Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL (eXtensible Business Reporting Language) and filed electronically herewith: (i) the Unaudited Consolidated Statements of Income; (ii) the Unaudited Consolidated Statements of Comprehensive Income; (iii) the Consolidated Balance Sheets; (iv) the Unaudited Consolidated Statements of Cash Flows; (v) the Unaudited Consolidated Statements of Changes in Equity; (vi) the Notes to Unaudited Consolidated Financial Statements; and (vii) the information included in Part II, Item 5(c). The instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
104*Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*Filed herewith.
†Schedules and similar attachments have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or similar attachment will be furnished to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Global Payments Inc.
(Registrant)
Date: August 5, 2026/s/ Joshua J. Whipple
Joshua J. Whipple
Chief Financial Officer
(Principal Financial Officer)