v3.26.1
ACQUISITION
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
ACQUISITION ACQUISITION
Worldpay

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

Consideration paid to GTCR for its ownership interest in Worldpay consisted of (1) approximately $6.0 billion in cash and (2) 42.8 million shares of Global Payments common stock. Consideration received for the divestiture of our Issuer Solutions business consisted of (1) approximately $7.5 billion in cash and (2) FIS’ ownership interest in Worldpay. The Worldpay Acquisition and divestiture of our Issuer Solutions business occurred simultaneously.

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

Both transactions are subject to customary working capital and other adjustments. We are providing certain transition services to support our Issuer Solutions business as it is integrated with FIS. We are also receiving certain transition services from FIS in support of our integration of Worldpay.
The fair value of total purchase consideration was determined as follows (in thousands, except share and per share data):

Consideration transferred to GTCR:
Number of shares of Global Payments issued in the acquisition (1)
42,779,788 
Price per share of Global Payments common stock as of January 8, 2026 (2)
$78.69 
Fair value of common stock issued3,366,342 
Cash paid to GTCR (3)
6,047,171 
9,413,513 
Consideration transferred to FIS:
Fair value of the Issuer Solutions business transferred to FIS (4)
15,086,000 
Cash received from FIS, including reimbursement of cash in business transferred (5)
(7,516,216)
7,569,784 
Total purchase consideration$16,983,297 

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

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

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

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

(5) Final closing cash amounts are preliminary and subject to working capital and other adjustments.
The provisional estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed as of June 30, 2026, including a reconciliation to the total purchase consideration, were as follows:

Provisional Amounts at Acquisition DateMeasurement-Period AdjustmentsProvisional Amounts at June 30, 2026
(in thousands)
Cash and cash equivalents$4,136,237 $— $4,136,237 
Accounts receivable657,835 (721)657,114 
Settlement processing assets2,113,017 (553)2,112,464 
Prepaid expenses and other current assets (1)
1,064,511 (4,267)1,060,244 
Other intangible assets16,403,552 — 16,403,552 
Property and equipment374,598 (13,642)360,956 
Deferred tax asset30,805 — 30,805 
Other noncurrent assets243,118 (29,220)213,898 
Accounts payable and accrued liabilities(1,894,231)(646)(1,894,877)
Settlement processing obligations(4,548,560)(1,136)(4,549,696)
Debt (2)
(8,908,559)4,178 (8,904,381)
Deferred tax liability(2,022,745)7,035 (2,015,710)
Other noncurrent liabilities(598,988)15,009 (583,979)
Total identifiable net assets7,050,590 (23,963)7,026,627 
Goodwill9,927,207 29,463 9,956,670 
Preliminary total purchase consideration$16,977,797 $5,500 $16,983,297 

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

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

As of June 30, 2026, we considered these amounts to be provisional because we were still in the process of reviewing information to support the valuations of the assets acquired, liabilities assumed and related tax positions. During the three months ended June 30, 2026, we made measurement-period adjustments, as shown in the table above, that increased the amount of provisional goodwill by $29.5 million. The effects of the measurement-period adjustments on our consolidated statements of income for the three and six months ended June 30, 2026 were not material.

As of June 30, 2026, provisional goodwill arising from the Worldpay Acquisition of $10.0 billion was included in our reportable segments as follows: $8.8 billion in the Enterprise segment, $0.6 billion in the Platforms segment and $0.6 billion in the SMB segment. Goodwill was attributable to expected growth opportunities, an assembled workforce and potential synergies from combining the acquired business into our existing business. We expect that $4.0 billion of the goodwill from the Worldpay Acquisition will be deductible for income tax purposes.

The following table reflects the provisional estimated fair values of the identified intangible assets of Worldpay and the respective weighted-average estimated amortization periods:
Estimated Fair ValueWeighted-Average Estimated Amortization Period
(in thousands)(years)
Customer-related intangible assets$14,666,742 11.3
Acquired technologies1,351,164 7.0
Contract-based intangible assets270,831 10.0
Trademarks and trade names114,815 2.0
Total identifiable intangible assets$16,403,552 10.9

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

For the three and six months ended June 30, 2026, the acquired operations of Worldpay contributed $1.4 billion and $2.6 billion, respectively, to our consolidated revenues and had an operating loss of approximately $28.2 million and $166.9 million, respectively. Acquisition-related costs directly related to the Worldpay acquisition were zero and $77.5 million for the three and six months ended June 30, 2026, respectively, and were included within selling, general and administrative expenses.

Pro Forma Financial Information (unaudited)

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

•incremental amortization expense associated with identified intangible assets;

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

•the income tax effects of the pro forma adjustments.
In addition, the pro forma net income attributable to continuing operations of Global Payments includes recognition of transaction costs related to the Transaction as of the beginning of the earliest period presented. Accordingly, pro forma net income attributable to Global Payments for the three and six months ended June 30, 2025 includes zero and approximately $77.5 million, respectively, of transaction costs related to the Worldpay Acquisition.

Three Months Ended
June 30, 2026June 30, 2025
(in thousands)
Total revenues$3,320,791 $3,453,545 
Net income attributable to continuing operations of Global Payments139,941 85,263 

Six Months Ended
June 30, 2026June 30, 2025
(in thousands)
Total revenues$6,397,643 $6,551,401 
Net income attributable to continuing operations of Global Payments51,713 30,337