EEFT Euronet Worldwide, Inc. - 10-K

Item 1A. Risk Factors

Our operations are subject to a number of risks and uncertainties, including those described below. You should carefully consider the risks described below before making an investment decision. The risks and uncertainties described below are not necessarily organized in order of priority or probability.

If any of the following risks actually occurs, our business, financial condition or results of operations could be materially adversely affected. In that case, the trading price of our Common Stock could decline substantially.

This Annual Report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below and elsewhere in this Annual Report.

GOVERNMENT AND REGULATION

As a multinational company, we face legal and operational risks from diverse local regulations that may impact our operations.

Conducting business internationally complicates compliance with varied regional laws. Our financial transaction processing networks introduce new products that are subject to rapidly changing regulations. Despite having skilled local personnel, we cannot guarantee full compliance with customs, currency controls, data protection, anti-money laundering, sanctions, employment, and transfer pricing laws. We also cannot predict potential changes to these regulations that may negatively affect our business.

For our epay Segment, as we expand our electronic payment offerings, these may become subject to state, federal, or international laws requiring licensure for us and our partners. Increased regulation could adversely impact our epay business, particularly if gift voucher regulations change, affecting revenue from unredeemed vouchers.

Our money transfer services are regulated by U.S. states, the federal government, and foreign governments where we operate. Changes in these regulations or our ability to maintain necessary licenses may materially affect our financial results and cash flow. Furthermore, evolving regulations may alter the competitive landscape, potentially impacting our financial outcomes. New laws or changes from organizations like Visa® and Mastercard® that limit our pricing or services could substantially affect our business. Additionally, shifts in regulatory interpretations could heighten the risk of enforcement actions, fines, and penalties across jurisdictions.

Our operations in emerging markets, including Central and Eastern Europe, the Middle East, Asia Pacific, Africa, and South America, expose us to significant geopolitical and economic risks.

    Political Instability: Political unrest, regime change, and military conflicts can disrupt our operations, damage our assets, and impact consumer confidence.

    Economic Downturns: Economic downturns, including those driven by inflation, currency fluctuations, and global recessions, can reduce demand for our services and negatively impact our financial performance.

    Regulatory Uncertainty: Changes in government policies, including those related to foreign investment, currency controls, and taxation, can create significant uncertainty and operational challenges.

    Repatriation of Profits: Restrictions on the repatriation of profits from foreign subsidiaries can limit our ability to access capital and negatively impact our financial flexibility.

The ongoing geopolitical tensions, including the conflict in Ukraine and the Middle East, highlight the potential for unforeseen events to significantly impact our business and financial results.

We conduct business in many international markets with complex and evolving tax rules, including value added tax rules, which subject us to international tax compliance risks which could adversely affect our operating results.

While we obtain advice from legal and tax advisors as necessary to help assure compliance with tax and regulatory matters, most tax jurisdictions that we operate in have complex and subjective rules regarding the valuation of intercompany services, cross-border payments between affiliated companies and the related effects on income tax, value added tax (“VAT”), transfer tax and share registration tax. Our foreign subsidiaries frequently undergo VAT reviews, and from time to time undergo comprehensive tax reviews and may be required to make additional tax payments should the review result in different interpretations, allocations or valuations of our products and services.

Additionally, as a result of economic downturns,   tax   receipts have decreased and/or government spending has   increased in many of the countries in which we operate. Consequently, governments may increase   tax   rates or implement new   taxes in order to compensate for gaps between   tax   revenues and expenditures. Governments may prohibit or restrict the use of certain legal structures designed to minimize   taxes. Any such   tax   increases, whether borne by us or our customers, could negatively impact our operating results or the demand for our products and services.

The European Union ("EU") member states formally adopted the   EU's   Pillar   Two   Directive, which was established by the Organization for Economic Co-operation and Development, and which generally provides for a   15   percent minimum effective   tax   rate for multinational enterprises, in every jurisdiction in which they operate. While we do not anticipate that the Pillar   Two   Directive will have a material impact on our   tax   provision or effective   tax   rate, we continue to monitor evolving   tax   legislation in the jurisdictions in which we operate, including eligibility for any transitional safe harbor rules.

We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act or other similar anti-corruption laws.

Our global operations expose us to the risk of violating anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and similar laws in other jurisdictions. These laws prohibit improper payments to government officials or employees of commercial enterprises.   We operate in various countries with varying levels of corruption, and complying with these laws can sometimes conflict with local customs. Our interactions with government officials and our contracts with foreign entities increase the risk of violations.

Despite our compliance policies and procedures, there is no guarantee that all our employees, consultants, and agents will adhere to them. Violations of anti-corruption laws could result in significant penalties, including criminal and civil fines, which could materially harm our financial performance.

Changes in immigration policies and enforcement practices may adversely affect our money transfer business.

Our money transfer business depends heavily on remittances sent by workers who migrate to foreign countries for employment. Changes in U.S. and foreign government immigration policies—including restrictions on worker visas, employer sponsorship rules, border controls, and enforcement priorities—can influence migration patterns and the availability of migrant labor. A decline in migrant populations due to policy changes or increased enforcement may reduce the number of remitters, the frequency of transactions, or the average transaction size, which could negatively affect our revenues and results of operations.

In the United States, heightened immigration ‑ enforcement activity, including increased documentation checks and related government actions, has also led some customers to avoid visiting physical agent locations. Because a significant portion of our U.S. ‑ based remittance transactions are conducted in person, reduced customer willingness to enter retail or agent locations may decrease transaction volumes. If such customer behavior persists or expands, our revenues and earnings from physical corridors could be adversely affected.

Additionally, proposed or enacted migration reforms in key host countries—such as caps on visa categories, enhanced verification requirements, or limitations on family reunification—may create uncertainty or reduce labor mobility for migrant workers. Policy changes affecting remittance behavior, including remittance ‑ specific taxes, reporting obligations, fees, or incentives to use alternative channels, may shift flows between corridors, increase compliance costs, or disrupt distribution relationships. Broader macroeconomic factors, including changes in labor demand and employment conditions in destination markets, may further influence remittance activity.

Any of these developments could have a material adverse effect on our business, financial condition, and results of operations.

Market Expansion and Regulatory Risks

Our future growth depends on our ability to expand our market share in the existing electronic money transfer market and successfully enter new markets.   Achieving this requires significant investments in technology and distribution channels, which may not be feasible given our available resources.   Additionally, the evolving regulatory landscape, including anti-money laundering (AML), sanctions, and consumer protection regulations, presents significant compliance challenges.   Non-compliance with these regulations could result in substantial fines and penalties, potentially impacting our financial performance and hindering our growth prospects.

Expectations relating to environmental, social and governance considerations and related reporting obligations expose us   to potential liabilities, increased costs, reputational harm, and other adverse effects on our business.

Many governments, regulators, investors, employees, customers, and other stakeholders are increasingly focused on environmental, social and governance considerations relating to businesses, including climate change and greenhouse gas emissions, human and civil rights, and diversity, equity and inclusion. In addition, we make statements about our goals and initiatives through our various non-financial reports, information provided on our website, press statements and other communications. Responding to these environmental, social and governance considerations and implementation of these goals and initiatives involves risks and uncertainties, requires investments, and depends in part on third-party performance or data that is outside our control. We cannot guarantee that we will achieve our environmental, social and governance goals and initiatives. In addition, some stakeholders may disagree with our goals and initiatives. Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state, or international environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation, results of operations, financial condition and stock price.

Our business, results of operations and financial condition could be adversely impacted by unfavorable results of legal proceedings or government investigations.

We are subject to various claims, legal proceedings and government investigations that have arisen in the ordinary course of business and have not yet been fully resolved, and new matters may arise in the future. In addition, agreements entered into by us sometimes include indemnification provisions which can subject us to costs and damages in the event of a claim against an indemnified third party. The number of claims, legal proceedings and government investigations involving us, and the alleged magnitude of such claims, proceedings, and government investigations, has generally increased over time and may continue to increase. In recognition of these considerations, we may enter into agreements or other arrangements to settle litigation and resolve such challenges. There can be no assurance such agreements can be obtained on acceptable terms or that litigation will not occur. These agreements can also significantly increase our cost of sales and operating expenses and require us to change its business practices and limit our ability to offer certain products and services. The outcome of litigation or government investigations is inherently uncertain. If   one   or more legal matters were resolved against us or an indemnified third party in a reporting period for amounts above management’s expectations, our results of operations and financial condition for that reporting period could be materially adversely affected. Further, such an outcome can result in significant compensatory, punitive or trebled monetary damages, disgorgement of revenue or profits, remedial corporate measures or injunctive relief against us, and has from time to time required, and can in the future require, us to change our business practices and limit our   ability to offer certain products and services, all of which could materially adversely affect the Company’s business, reputation, results of operations and financial condition. While we maintain insurance coverage for certain types of claims, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise.

SUPPLY CHAIN AND THIRD PARTIES

Because we typically enter into short-term contracts with content providers and retailers, our epay business is subject to the risk of non-renewal of those contracts, or renewal under less favorable terms.

Our contracts with content providers to distribute and process content, including prepaid mobile airtime top-up services, typically have terms of less than three years. Our contracts with content providers are not exclusive, so these providers may enter into contracts with other service providers. In addition, our service contracts with major retailers typically have terms of one to three years. The cancellation or non-renewal of one or more of our significant content provider or retail   contracts, or of a large enough group of our contracts with smaller retailers, could have a material adverse effect on our business, financial condition, and results of operations. The renewal of contracts under less favorable payment terms, margins or other terms could have a material adverse impact on our working capital requirements and/or results from operations. In addition, our contracts generally permit content providers to reduce our margin or commission at any time. Commission and margin revenue or fee reductions by any of the content providers could also have a material adverse effect on our business, financial condition, or results of operations.

Our epay business is focused on expanding and differentiating its suite of prepaid digital product offerings on a global basis, there can be no assurance that we will be able to enter into relationships on favorable terms with additional content providers or renew or expand current relationships and contracts on favorable terms. The inability to continue to grow our suite of electronic content and electronic payment product offerings could have a material adverse effect on our business, financial condition, and results of operations.

The stability and growth of our EFT Processing Segment may be adversely affected if we are unable to maintain   our current card acceptance and ATM management agreements with banks and   international card organizations, and to secure new arrangements for card   acceptance and ATM management.

The stability and future growth of our EFT Processing Segment depends in part on our ability to sign card acceptance and ATM management agreements with banks and international card organizations. Card acceptance agreements allow our   ATMs   to accept credit and debit cards issued by banks and international card organizations. ATM management agreements generate service income from our management of   ATMs   for banks.

These agreements have expiration dates, and banks and international card organizations are generally not obligated to renew them. Our existing contracts generally have terms of   five   to   seven   years and a number of them expire or are up for renewal each year. In some cases, banks may terminate their contracts prior to the expiration of their terms. We cannot assure you that we will be able to continue to sign or maintain these agreements on terms and conditions acceptable to us or that international card organizations will continue to permit our   ATMs   to accept their credit and debit cards. The inability to continue to sign or maintain these agreements, or to continue to accept the credit and   debit cards of local banks and international card organizations at our   ATMs   in the future, could have a material adverse effect on our business, growth, financial condition, or results of operations.

ATM Processing Risks

Our ATM business faces several key risks related to:

Transaction Fees:

    We are subject to competitive pressures on ATM transaction fees, including potential reductions in interchange fees set by card networks and declining fees charged to customers.

    Our ability to maintain or increase transaction fees is limited, as they are often determined by market forces and agreements with other industry players.

Settlement Risks:

    We rely on third parties, such as card networks and processing switches, for the settlement of transactions.

    Changes in rules or procedures by these third parties, or their failure to fulfill their obligations, could disrupt settlement processes and negatively impact our revenue.

Dependence on Third Parties:

    Our business is dependent on the continued cooperation and support of card networks, processing switches, and other third parties.

    Changes in their policies, rules, or fees could significantly impact our profitability.

We could incur substantial losses if one of the third-party depository institutions or financial institutions we use in our operations were to fail.

As part of our business operations, we maintain cash balances at third party depository institutions. We could incur substantial losses if a financial institution in which we have significant deposits fails.

Our money transfer business involves transferring funds internationally and is dependent upon foreign and domestic financial institutions, including our competitors, to execute funds transfers and foreign currency transactions. Changes to existing regulations of financial institution operations, such as those designed to combat terrorism or money laundering, could require us to alter our operating procedures in a manner that increases our cost of doing business or to terminate certain product offerings. In addition, as a result of existing regulations and/or changes to those regulations, financial institutions could decide to cease providing the services on which we depend, requiring us to terminate certain product offerings.

Dependence on Third Parties for ATM Operations

Our ATM operations rely heavily on third parties, including:

    Sponsor Banks: In many markets, we require sponsor bank arrangements to comply with local regulations and operate on financial transaction switching networks.

    Cash Providers: We rely on third-party financial institutions to provide a significant portion of the cash required to operate our ATM networks.

Dependence on these third parties presents several risks:

    Loss of Operating Licenses: Failure to secure or maintain sponsor bank arrangements could prevent us from operating in certain markets.

    Disruption of Cash Supply: If cash providers terminate their agreements or are unable to fulfill their obligations, it could severely disrupt our ATM operations and require us to find alternative sources of funding, potentially at higher costs.

    Negotiation Challenges: Negotiating and maintaining favorable terms with sponsor banks and cash providers can be challenging and may involve significant costs.

These risks could adversely impact our ability to operate our ATM networks, increase our operating costs, and negatively impact our financial results.

If we are unable to maintain our money transfer agent and correspondent networks, our business may be adversely affected.

Our consumer-to-consumer money transfer-based revenues are primarily generated through the use of our agent and correspondent networks. If agents or correspondents decide to leave our network or if we are unable to sign new agents or correspondents, our revenue and profit growth rates may be adversely affected. Our agents and correspondents are also subject to a wide variety of laws and regulations that vary significantly, depending on the legal jurisdiction. Changes in these laws and regulations could adversely affect our ability to maintain the networks or the cost of providing money transfer services. In addition, agents may generate fewer transactions or less revenue due to various factors, including increased competition. Because our agents and correspondents are third parties that may sell products and provide services in addition to our money transfer services, they may encounter business difficulties unrelated to the provision of our services, which may cause the agents or correspondents to reduce their number of locations or hours of operation, or cease doing business altogether.

CORPORATE GROWTH STRATEGIES

Risks Related to Acquisitions

Our growth strategy may include future acquisitions. However, acquisitions involve inherent risks, including:

    Integration Challenges: Successfully integrating acquired businesses, including CoreCard, can be complex and challenging. Difficulties in integrating operations, technology, and personnel can disrupt business operations, negatively impact customer relationships, and hinder the achievement of anticipated synergies.

    Unforeseen Liabilities and Contingencies: Acquired businesses may have undisclosed liabilities or contingent obligations that could adversely impact our financial results.

    Difficulties in Achieving Synergies: Realizing the anticipated synergies from acquisitions can be difficult and may take longer than expected. Factors such as unforeseen competitive pressures, regulatory changes, and economic downturns can hinder the achievement of these synergies.

    Dilution of Shareholder Value: Acquisitions may be financed through the issuance of equity, which could dilute existing shareholders' ownership and potentially depress the market price of our common stock.

If consumer confidence in our business or brands declines, our business may be adversely affected.

A decline in consumer confidence in our brands, our ability to provide reliable and secure services, or the money transfer industry as a whole could materially and adversely impact our business.

Specifically, a decline in consumer confidence could:

    Reduce transaction volumes: Customers may choose to use alternative money transfer methods, such as cash or competing services, or may reduce their overall remittance activity.

    Increase customer churn: Existing customers may switch to competitors perceived to be more reliable or trustworthy.

    Damage our reputation: Negative publicity or perceived service disruptions can erode customer trust and negatively impact our brand image.

    Increase operating costs: We may need to invest in additional marketing and customer service efforts to regain customer trust and mitigate the impact of declining confidence.

A significant decline in consumer confidence could have a material adverse effect on our revenue, profitability, and financial condition.

CAPITAL MARKETS AND ECONOMIC CONDITIONS

Macroeconomic and Currency Risks

Our business is subject to various macroeconomic and currency risks, including:

    Economic Cycles and Seasonality:

o    Economic downturns, recessions, and changes in consumer spending patterns can negatively impact transaction volumes across our business segments.

o    Seasonal fluctuations in demand, such as holiday seasonality and tourism patterns, can lead to significant variations in our quarterly results.

    Currency Fluctuations:

o    Fluctuations in foreign exchange rates can adversely impact our financial results, particularly in the Money Transfer Segment where we are exposed to currency exchange risk between the currencies of sending and receiving countries.

o    The adoption of new currencies in the countries where we operate could also create significant operational and financial challenges.

    Geopolitical and Economic Instability:

o    Geopolitical events, such as wars, political instability, and natural disasters, can disrupt our operations and negatively impact customer demand.

These risks can impact our business by:

    Reducing transaction volumes.

    Increasing operating costs.

    Impairing the value of our assets.

    Creating volatility in our financial results.

We utilize various strategies to mitigate these risks, such as:

    Diversification of our geographic footprint.

    Hedging strategies to mitigate currency exchange risk.

    Continuous monitoring of economic and political developments.

However, we cannot fully eliminate the impact of these macroeconomic and currency risks on our business.

We have a substantial amount of debt and other contractual commitments, and while the cost of servicing those obligations is not expected to adversely affect our business, the risk could increase if we incur more debt. We may be required to prepay our obligations under the credit facility.

As of December 31, 2025 , total liabilities were $ 5,166.2 million, of which $ 1,311.5 million are long term liabilities. We may not have sufficient funds to satisfy all such obligations as a result of a variety of factors, some of which may be beyond our control. If the opportunity of a strategic acquisition arises or if we enter into new contracts that require the installation or servicing of infrastructure, such as   processing centers, ATM machines or POS terminals on a faster pace than anticipated, we may be required to incur additional debt for these purposes and to fund our working capital needs, including ATM network cash, which we may not be able to obtain.   The level of our indebtedness could have important consequences to investors, including the following:

          our ability to obtain any necessary financing in the future for working capital, capital expenditures, debt service requirements or other purposes may be limited, or financing may be unavailable;

          a portion of our cash flows must be dedicated to the payment of principal and interest on our indebtedness and other obligations and will not be available for use in our business;

          our level of indebtedness could limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate;

          our level of indebtedness will make us more vulnerable to changes in general economic conditions and/or a downturn in our business, thereby making it more difficult for us to satisfy our obligations; and

          because a portion of our debt bears interest at a variable rate of interest, our actual debt service obligations could increase as a result of adverse changes in interest rates.

If we fail to make required debt payments, or if we fail to comply with other covenants in our debt service agreements, we would be in default under the terms of these agreements. This default would permit the holders of the indebtedness to accelerate repayment of this debt and could cause defaults under other indebtedness that we have.

Restrictive covenants in our credit facilities may adversely affect us. Our Credit Facility (as defined below) contains   two   financial covenants that we must meet as defined in the agreement: (1) Consolidated Total Leverage Ratio, and (2) Consolidated Interest Coverage Ratio. To remain in compliance with our debt covenants, we may be required to increase Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), repay debt, or both. We cannot assure you that we will have sufficient assets, liquidity or EBITDA to meet or avoid these obligations, which could have an adverse impact on our financial condition.

Our ability to secure additional financing for growth or to refinance any of our existing debt is also dependent upon the availability of credit in the marketplace, which has experienced severe disruptions in the past. If we are unable to secure additional financing or such financing is not available at acceptable terms, we may be unable to secure financing for growth or refinance our debt obligations, if necessary.

CYBER, PHYSICAL ASSET, AND DATA SECURITY

Our business relies heavily on sophisticated computer systems and networks. These systems are vulnerable to various operational and cybersecurity risks, including:

    System Outages: Disruptions to our computer systems and telecommunications networks due to hardware or software failures, power outages, natural disasters, or security breaches can significantly impact our operations, leading to service interruptions, revenue losses, and damage to our reputation.

    Cybersecurity Threats: We face the risk of cyberattacks, including data breaches, malware infections, ransomware attacks, and denial-of-service attacks. These threats can result in unauthorized access to sensitive customer data, financial losses, reputational harm, regulatory fines, and legal liabilities.

    Data Privacy and Security: We are subject to stringent data privacy and security regulations. Breaches of customer data can result in significant fines, litigation, and damage to our brand.

Our mitigation efforts include:

    Implementing robust security measures, such as encryption, access controls, and intrusion detection systems.

    Maintaining business continuity and disaster recovery plans.

    Regularly updating and enhancing our security protocols.

However, despite these efforts, we cannot guarantee complete protection against all cyber threats and operational disruptions.

Failures of third-party service providers we rely upon could lead to financial loss.

We rely on third party service providers to support key portions of our operations. We also rely on third party service providers to provide part or all of certain services we deliver to customers. While we have selected these third-party vendors carefully, we do not control their actions. The failure of these services by a third-party could have a material impact upon our delivery of services to customers. Such a failure could lead to damage claims, loss of customers, and reputational harm, depending on the duration and severity of the failure. Third parties perform significant operational services on our behalf. These third-party vendors are subject to similar risks as us relating to cybersecurity, breakdowns or failures of their own systems or employees. One or more of our vendors may experience a cybersecurity event or operational disruption and, if any such event does occur, it may not be adequately addressed, either operationally or financially, by the third-party vendor. Certain of our vendors may have limited indemnification obligations or may not have the financial capacity to satisfy their indemnification obligations. If a critical vendor is unable to meet our needs in a timely manner or if the services or products provided by such a vendor are terminated or otherwise delayed and if we are not able to develop alternative sources for these services and products quickly and cost-effectively, our customers could be negatively impacted, and it could have a material adverse effect on our business.

Our business is subject to a variety of U.S. and international laws, rules, policies and other obligations regarding data protection.

We are subject to an increasing number of federal, state, and international laws relating to the collection, use, retention, security and transfer of various types of personal information. In many cases, these laws apply not only to third-party transactions, but also restrict transfers of personal information among us and our international subsidiaries. Several jurisdictions have passed laws in this area, and additional jurisdictions are considering imposing additional restrictions or have laws that are pending. These laws continue to develop and may be inconsistent from jurisdiction to jurisdiction. Complying with emerging and changing requirements causes us to incur substantial costs and has required and may in the future require us to change our business practices. Noncompliance could result in significant penalties or legal liability. We make statements about our use and disclosure of personal information through its our privacy policy, information provided on its our website, press statements and other privacy notices provided to customers. Any failure by us to comply with these public statements or with other federal, state or international privacy or data protection laws and regulations could result in inquiries or proceedings against us by governmental entities or others. In addition to reputational impacts, penalties could include ongoing audit requirements and significant legal liability. In addition to the risks generally relating to the collection, use, retention, security and transfer of personal information, we are also subject to specific obligations relating to information considered sensitive under applicable laws, such as health data, financial data and biometric data. Health data and financial data are subject to additional privacy, security and breach notification requirements, and we are subject to audit by governmental authorities regarding our compliance with these obligations. If we fail to adequately comply with these rules and requirements, or if health data or financial data is handled in a manner not permitted by law or under our agreements with healthcare or financial institutions, we can be subject to litigation or government investigations, and can be liable for associated investigatory expenses, and can also incur significant fees or fines. Payment card data is also subject to additional requirements. Under payment card rules and obligations, if cardholder information is potentially compromised, we can be liable for associated investigatory expenses and can also incur significant fees or fines if we fail to follow payment card industry data security standards. We could also experience a significant increase in payment card transaction costs or lose the ability to process payment cards if it fails we fail to follow payment card industry data security standards, which could materially adversely affect our business, reputation, results of operations and financial condition.

Cryptocurrency and Digital Asset Risk

The Company has recently begun exploring and developing potential use cases for certain cryptocurrencies, including the possible application of stablecoins within aspects of its business operations. While these initiatives remain in early stages and may not ultimately be implemented, any meaningful use of cryptocurrencies would expose the Company to a range of internal and external risks that could adversely impact its operations, regulatory obligations, financial condition, or relationships with key partners. These risks include, but are not limited to, the following:

          Regulatory Scrutiny: U.S. banking and financial regulators have cautioned that crypto ‑ asset safekeeping, transaction processing, and related activities present unique fraud, operational, supervisory, and legal risks that require enhanced risk ‑ management controls.

          Rising Fraud Activity: Cryptocurrency ‑ related scams—particularly those involving the misuse of crypto ATMs and other consumer ‑ facing channels—have increased, prompting regulatory interventions, customer ‑ protection initiatives, and litigation activity that could affect digital ‑ asset adjacent services.

          State ‑ Level Regulations: Several U.S. states have adopted or proposed digital ‑ asset rules such as transaction caps, enhanced identity ‑ verification standards, fee limitations, and mandatory fraud disclosures, which could complicate or restrict the Company’s ability to offer or support certain services involving digital assets.

          AML and Illicit ‑ Finance Exposure: Digital ‑ asset transactions can elevate anti ‑ money ‑ laundering and counter ‑ terrorist ‑ financing risks due to their speed, pseudonymity, and cross ‑ border characteristics, potentially increasing compliance requirements and regulatory expectations for financial intermediaries.

          Fragmented Global Regulation: Digital ‑ asset oversight continues to evolve inconsistently across jurisdictions. Divergent or rapidly changing regulatory frameworks may raise compliance costs, create operational uncertainty, affect relationships with financial institutions, or require modifications to existing processes.

          Indirect Business Impact: Even if the Company does not ultimately introduce crypto ‑ related products, broader industry developments, supervisory expectations, or third ‑ party risk assessments associated with digital assets may influence the Company’s compliance obligations, availability of banking partners, operational risk standards, or the regulatory posture applied to its products and services.

Artificial Intelligence Risk

The increasing use of artificial intelligence (“AI”), including machine learning and generative AI, in our internal systems, vendor tools, customer-facing applications, and fraud ‑ detection processes exposes us to emerging technology, operational, and regulatory risks. A growing number of public companies now disclose AI as a material enterprise risk due to concerns related to cybersecurity, data privacy, model accuracy, regulatory uncertainty, competition, and reputational exposure.

AI systems—whether developed internally or provided by third parties—may produce incorrect, biased, or unreliable outputs, which could adversely affect our operations, decision ‑ making, compliance programs, and customer interactions. As AI expands the potential attack surface for cyber threats, it may increase the likelihood or severity of data breaches and unauthorized access to sensitive information.

Regulatory scrutiny is rapidly increasing. Emerging frameworks such as the EU Artificial Intelligence Act and new U.S. state ‑ level AI laws may impose additional compliance obligations, restrict certain uses of AI, or require costly system changes. The SEC has also warned against “AI washing,” increasing the risk of enforcement actions if disclosures regarding AI capabilities are inaccurate or misleading.

AI-related operational risks include potential failures or outages in AI ‑ enabled tools—such as fraud ‑ prevention models or transaction ‑ monitoring systems—that could disrupt services or impair accuracy. Competitors leveraging AI more effectively may gain efficiency or product advantages. In addition, reliance on third ‑ party AI models exposes us to data ‑ quality issues, intellectual ‑ property risks, and vendor performance failures. Perceived or actual misuse of AI, including algorithmic bias or consumer harm, could result in reputational damage, litigation, or regulatory action.

As AI regulations and stakeholder expectations evolve, we may incur additional costs to strengthen governance, oversight, testing, and monitoring of AI systems. Despite these efforts, we cannot guarantee that our use of AI—or the use of AI by our vendors—will not materially adversely affect our business, results of operations, or financial condition.

COMPETITIVE LANDSCAPE

Our competition in the EFT Processing Segment, epay Segment and Money Transfer Segment includes large, well-financed companies and financial institutions larger than us with earlier entry into the market. As a result, we may lack the financial resources and access to capital needed to capture increased market share.

EFT Processing Segment - Our principal EFT Processing competitors include ATM networks owned by banks and national switches consisting of consortiums of local banks that provide outsourcing and transaction services only to banks and independent ATM deployers in that country. Large, well-financed companies offer ATM network and outsourcing services that compete with us in various markets. In some cases, these companies also sell a broader   range of card and processing services than we do, and are, in some cases, willing to discount ATM services to obtain large contracts covering a broad range of services. Competitive factors in our EFT Processing Segment include network availability and response time, breadth of service offering, price to both the bank and to its customers, ATM location and access to other networks.

epay Segment - We face competition in the epay business in all of our markets. A few multinational companies operate in several of our markets, and we therefore compete with them in a number of countries. In other markets, our competition is from smaller, local companies. Major retailers with high volumes are in a position to demand a larger share of margin/commissions or to negotiate directly with the content providers, which may compress our margins. Additionally, certain of our content providers, including mobile phone operators have entered into direct contracts with retailers and/or have developed processing technology that diminishes or eliminates the need for intermediate processors and distributors.

Money Transfer Segment - Our primary competitors in the money transfer and bill payment business include other large money transfer companies and electronic money transmitters, as well as certain major national and regional banks, financial institutions, and independent sales organizations. Our competitors include The Western Union Company and MoneyGram International Inc. The Western Union Company has a significant competitive advantage due to its greater resources and access to capital for expansion. This may allow them to offer better pricing terms to customers, which may result in a loss of our current or potential customers or could force us to lower our prices. Either of these actions could have an adverse impact on our revenues. In addition, our competitors may have the ability to devote more financial and operational resources than we can to the development of new technologies that provide improved functionality and features to their product and service offerings. If successful, their development efforts could render our product and service offerings less desirable, resulting in the loss of customers or a reduction in the price we could demand for our services. In addition to traditional money payment services, new technologies are emerging that may effectively compete with traditional money payment services, such as stored-value cards,   debit networks, web-based services, and digital currencies. Our continued growth depends upon our ability to compete effectively with these alternative technologies.

Developments in payments could materially reduce our   transaction levels and revenues.

Certain developments in the field of payments may reduce the need for   ATMs, prepaid product POS terminals and money transfer agents. An example of this type of development is the use of near-field technology in retail transactions, which if widely accepted in a market reduces the need for cash and can negatively impact the level of ATM transactions in that market. Advances in biometric payment solutions could have similar adverse impacts. These developments may reduce the transaction levels that we experience on our networks in the markets where they occur. Financial institutions, retailers and agents could elect to increase fees to their customers for using our services, which may cause a decline in the use of our services and have an adverse effect on our revenues. If transaction levels over our existing network of   ATMs, POS terminals, agents and other distribution methods do not   increase, growth in our revenues will depend primarily on increased capital investment for new sites and developing new markets, which reduces the margin we realize from our revenues.

The mobile phone industry is a rapidly evolving area, in which technological developments, in particular the development of new billing models and distribution methods or services, may affect the demand for other services in a dramatic way. The development of any new models or technology that reduce the need or demand for prepaid mobile airtime could materially and adversely affect our business.

Competition in our EFT Processing Segment has increased over the last several years, increasing the risk that certain of our long-term bank outsourcing contracts may be terminated or not renewed upon expiration.

The developing markets in which we have done business have matured over the years, resulting in increasing competition. In addition, as consolidation of financial institutions in Central and Eastern Europe continues, certain of our customers have established or are establishing internal ATM management and processing capabilities. As a result of these developments, negotiations regarding renewal of contracts have become increasingly challenging and in certain cases we have reduced fees to extend contracts beyond their original terms. In certain other cases, contracts have been, and in the future may be, terminated by financial institutions resulting in a substantial reduction in revenue. Contract termination payments, if any, may be inadequate to replace revenues and operating income associated with these contracts.

Pricing and Competitive Pressures

Setting competitive and profitable remittance prices across various corridors presents significant challenges.

Factors such as:

    Intense Competition: The global remittance market is highly competitive with numerous players, including traditional money transfer operators, banks, and fintech companies.

    Varying Market Dynamics: Each remittance corridor (e.g., U.S. to Mexico, The Netherlands to Morocco) has unique characteristics, including varying levels of competition, customer demand, regulatory environments, and operating costs.

    Currency Fluctuations: Exchange rate volatility can significantly impact profitability, requiring constant adjustments to pricing models.

    Regulatory Changes: Changes in regulations in sending or receiving countries, including fees, taxes, and anti-money laundering requirements, can impact pricing and profitability.

    Customer Sensitivity to Price: Remittance customers are highly price sensitive. Setting prices too high can deter customers and lead to market share loss, while setting prices too low can negatively impact profitability.

Failure to accurately assess and respond to these factors could result in:

    Reduced revenue and profitability.

    Loss of market share to competitors.

    Difficulty in achieving and maintaining sustainable growth.

The Company continuously monitors market trends, analyzes competitive pricing, and adjusts its pricing strategies to maintain competitiveness while ensuring profitability.

GOVERNANCE MATTERS

We have various mechanisms in place to discourage takeover attempts, which may reduce or eliminate our stockholders' ability to sell their shares for a premium in a change of control transaction.

Various provisions of our certificate of incorporation and bylaws and of Delaware corporate law may discourage, delay or prevent a change in control or takeover attempt of our company by a third party which our management and board of directors opposes. Public stockholders who might desire to participate in such a transaction may not have   the opportunity to do so. These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change of control or change in our management and board of directors. These provisions include:

    preferred stock that could be issued by our board of directors to make it more difficult for a third party to acquire, or to discourage a third party from acquiring, a majority of our outstanding voting stock;

    classification of our directors into three classes with respect to the time for which they hold office;

    supermajority voting requirements to amend the provision in our certificate of incorporation providing for the classification of our directors into three such classes;

    non-cumulative voting for directors;

    control by our board of directors of the size of our board of directors;

    limitations on the ability of stockholders to call special meetings of stockholders;

    advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted upon by our stockholders at stockholder meetings; and

    an exclusive forum bylaw provision for all internal corporate claims.

Additionally, we are authorized to issue up to a total of 90 million shares of common stock, potentially diluting equity ownership of current holders and the share price of our common stock.   We believe that it is necessary to   maintain a sufficient number of available authorized shares of our common stock in order to provide us with the flexibility to issue common stock for business purposes that may arise as deemed advisable by our Board. These purposes could include, among other things, (i) to declare future stock dividends or stock splits, which may increase the liquidity of our shares; (ii) the sale of stock to obtain additional capital or to acquire other companies or businesses, which could enhance our growth strategy or allow us to reduce debt if needed; (iii) use in additional stock incentive programs and (iv) other bona fide purposes. Our Board of Directors may issue the available authorized shares of common stock without notice to, or further action by, our stockholders, unless stockholder approval is required by law or the rules of the Nasdaq Global Select Market. The issuance of additional shares of common stock may significantly dilute the equity ownership of the current holders of our common stock. Further, over the course of time, all of the issued shares have the potential to be publicly traded, perhaps in large blocks. This may result in dilution of the market price of the common stock.

An additional 15.5 million shares of common stock, representing approximately 39 % of the shares outstanding as of December 31, 2025 , could be added to our total common stock outstanding through the exercise of options or the issuance of additional shares of our common stock pursuant to existing convertible debt and other agreements. Once issued, these shares of common stock could be traded into the market and result in a decrease in the market price of our common stock.

As of December 31, 2025 , we had 4.9 million   options and 1.5 million   restricted stock awards outstanding, held by our directors, officers and employees, which entitle these holders to acquire an equal number of shares of our common stock. Of this amount, 4.0 million options are vested and exercisable as of December 31, 2025 . Approximately 1.1   million additional shares of our common stock may be issued in connection with our stock incentive and employee stock purchase plans.   Accordingly, based on current trading prices of our common stock, approximately 3.1   million shares could potentially be added to our total current common stock outstanding through the exercise of options and the vesting of restricted stock awards, which could adversely impact the trading price for our stock.

Of the 6.4 million total options and restricted stock awards outstanding, an aggregate of 5.2 million options and   restricted stock awards are held by persons who may be deemed to be our affiliates and who would be subject to Rule 144. Thus, upon exercise of their options or sale of shares for which restrictions have lapsed, these affiliates' shares would be subject to the trading restrictions imposed by Rule 144. The remainder of the common shares issuable under option and restricted stock award arrangements would be freely tradable in the public market. Over the course of time, all of the issued shares have the potential to be publicly traded, perhaps in large blocks.

Upon the occurrence of certain events, another 8.0 million shares of common stock could be issued upon conversion of the Company's existing convertible notes; in certain situations, the number of shares   issuable could be higher. While we have stated that we intend to settle any conversion of these notes by issuing cash for the principal value of the   notes and paying cash or issuing shares of common stock for the conversion value in excess of the principal, which would significantly   reduce the number of shares issued upon conversion, if our financial condition significantly and adversely changes, we may not be able to settle as intended should the notes be converted.

KEY PERSONNEL

Retaining the founder and key executives of our Company, and of companies that we acquire, and finding and retaining qualified personnel is important to our continued success, and any inability to attract and retain such personnel could harm our operations.

The development and implementation of our strategy has depended in large part on our co-founder,   Michael J. Brown. The retention of Mr. Brown is important to our continued success. In addition, the success of the expansion of businesses that we acquire may depend in large part upon the retention of the founders or leaders of those businesses. Our success also depends in part on our ability to hire and retain highly skilled and qualified management, operating, marketing, financial and technical personnel. The competition for qualified personnel in the markets where we conduct our business is intense and, accordingly, we cannot assure you that we will be able to continue to hire or retain the required personnel.

Our officers and some of our key personnel have entered into service or employment agreements containing non-competition, non-disclosure, and non-solicitation covenants, which grant incentive stock options and/or restricted stock with long-term vesting requirements. However, most of these contracts do not guarantee that these individuals will continue their employment with us. The loss of our key personnel could have a material adverse effect on our business, growth, financial condition, or results of operations.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying notes included elsewhere in this Annual Report on Form 10-K. This section of the Form 10-K generally discusses 2025 items and year-to-year comparisons between 2025 and 2024 .   Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 .

Company Overview, Geographic Locations and Principal Products and Services

Euronet is a leading financial technology solutions and payments provider. We offer payment and transaction processing and distribution solutions to financial institutions, retailers, service providers and individual consumers. Our primary product offerings include comprehensive ATM, POS, card outsourcing, card issuing and merchant acquiring services, software solutions, electronic distribution of prepaid mobile airtime and other electronic payment products, foreign currency exchange services and global money transfer services. We operate in the following three segments:

1)   Our Electronic Funds Transfer (EFT) segment meets the needs of financial institutions and consumers through Euronet-owned and outsourced ATMs and POS terminals combined with value added and transaction processing services. We deploy and operate our own ATMs, providing ATM services for financial institutions and providing electronic payment processing solutions. EFT offers a suite of integrated electronic financial transaction software solutions for electronic payment and transaction delivery systems. Transactions processed span a network of 56,818 ATMs, as of December 31, 2025 , and approximately 610,000 POS terminals.

2)   Our epay segment provides retail payment solutions and delivers innovative connections between the digital content of the world’s leading brands and consumers. epay has one of the largest retail networks across Europe and Asia for the distribution of physical and digital third-party content, including branded payments, mobile, and alternative payments, partnering with 1,000+ of the world’s leading brands. In addition, through our own products, we have leveraged our technology to solve business challenges, delivering scalable solutions to drive efficiency and effectiveness. Our comprehensive range of consumer products simplifies transactions and provides financial convenience across a wide range of branded payments. epay operates in 66   countries. We operate a network that includes approximately   749,000 POS terminals that enable electronic processing of prepaid mobile airtime "top-up" services and other digital media content.

3)   Our Money Transfer segment provides global money transfers and currency exchange information in retail stores, apps, and websites through Ria Money Transfer, Xe and the Dandelion cross-border real-time payments network. Euronet’s Money Transfer segment offers real-time, cross-border payments to consumers and businesses across 207 countries and territories, enabling banks, fintechs and big tech platforms to integrate an international payments solution into their own platforms.     Ria Money Transfer offers real-time international money transfers with a special focus on emerging markets. In addition, Ria offers safe and affordable money transfers through a global network of cash locations and online.   Xe offers web and app-based currency information and industry-leading consumer and business cross-border money transfer services. Customers can send money, buy property overseas, and execute other international payments via the Xe website or app. Dandelion offers consumer and business transaction processing and fulfillment with alternative payout channels like bank accounts, cash pick-up and mobile wallets. Dandelion powers cross-border payments for Xe and Ria, as well as third party banks, fintechs, and big tech platforms.

We have six processing centers in Europe, five in Asia Pacific and two in North America. We have 36 principal offices in Europe, 15 in Asia Pacific, 11 in North America, four in the Middle East, three in South America and three in Africa. Our executive offices are located in Leawood, Kansas, USA. With approximately 76% of our revenues denominated in currencies other than the U.S. dollar, any significant changes in foreign currency exchange rates will likely have a significant impact on our results of operations (for a further discussion, see Item 1A - Risk Factors and Item 7A - Quantitative and Qualitative Disclosures About Market Risk).

Sources of Revenues and Cash Flow

Euronet earns revenues and income primarily from ATM management fees, transaction fees, commissions, and foreign currency exchange margin. Each operating segment's sources of revenue are described below.

EFT Processing Segment — Revenues in the EFT Processing Segment, which represented approximately   30 %   of total consolidated revenues for the year ended December 31, 2025 , are derived from fees charged for transactions made by cardholders on our proprietary network of ATMs, fixed management fees and transaction fees we charge to customers for operating ATMs and processing debit and credit cards under outsourcing and cross-border acquiring agreements, merchant acquiring services, foreign currency exchange margin on DCC transactions, domestic and international surcharge, foreign currency dispensing and other value added services such as advertising, prepaid telecommunication recharges, bill payment, and money transfers provided over ATMs. Revenues in this segment are also derived from cardless payments, banknote recycling, tax refund services, license fees, professional services and maintenance fees for proprietary application software and sales of related hardware.

epay Segment — Revenues in the epay Segment, which represented approximately   28 %   of total consolidated revenues for the year ended December 31, 2025 , are primarily derived from commissions or processing fees received from mobile phone operators for the processing and distribution of prepaid mobile airtime and commissions earned from the distribution of other electronic content, vouchers, and physical gifts. The proportion of epay Segment revenues earned from the distribution of prepaid mobile phone time as compared with other electronic products has decreased over time, and digital media content now produces approximately 73 %   of epay Segment revenues. Other electronic content offered by this segment includes digital content such as music, games, and software, as well as other products including prepaid long distance calling card plans, prepaid Internet plans, prepaid debit cards, gift cards, vouchers, transport payments, lottery payments, bill payment, and money transfer.

Money Transfer Segment — Revenues in the Money Transfer Segment, which represented approximately   42 %   of total consolidated revenues for the year ended December 31, 2025 , are primarily derived from transaction fees, as well as the margin earned from purchasing foreign currency at wholesale exchange rates and selling the foreign currency to customers at retail exchange rates. We have a sending agent network in place comprised of agents, customer service representatives, Company-owned stores, primarily in North America, Europe and Malaysia, Ria, and xe branded websites, along with a worldwide network of correspondent agents, consisting primarily of financial institutions in the transfer destination countries. Under the brand "Dandelion", Ria offers payment processing services to third party partners.   The Dandelion cross-border payments platform provides financial institutions,   fintechs   such as digital wallets and banks, and enterprise software companies access to   Euronet's   money transfer network through an API connection. Sending and correspondent agents each earn fees for cash collection and distribution services, which are recognized as direct operating costs at the time of sale.

Corporate Services, Eliminations and Other — In addition to operating in our principal operating segments described above, our "Corporate Services, Eliminations and Other" category includes non-operating activity, certain inter-segment eliminations and the cost of providing corporate and other administrative services to the operating segments, including most share-based compensation expenses. These services are not directly identifiable with our reportable operating segments.

Opportunities and Challenges

The global   product markets   in which we operate are large and fragmented, which poses both opportunities and challenges for our technology to disrupt new and existing competition. As an organization, our focus is on increasing our market presence through both physical (ATMs, POS terminals, stores, and agent correspondents) and digital assets and providing new and improved products and services for customers through all of our channels, which may in turn drive an increase in the number of transactions on our networks. Each of these opportunities also presents us with challenges, including differentiating our portfolio of products and services in highly competitive markets, the successful development and implementation of our software products and access to financing for expansion.

1) The EFT Processing Segment opportunities include physical expansion into target markets, developing value added products or services, increasing high value DCC and surcharge transactions and efficiently leveraging our portfolio of software solutions. Our opportunities are dependent on renewing and expanding our card acceptance, ATM and POS management and outsourcing, cash supply and other commercial agreements with customers and financial institutions. Operational challenges in the EFT Processing Segment include obtaining and maintaining the required licenses and sponsorship agreements in markets in which we operate and navigating frequently changing rules imposed by international card organizations, such as Visa ®   and Mastercard ® , that govern ATM interchange fees, direct access fees and other restrictions. Our profitability is dependent on the laws and regulations that govern DCC transactions, specifically in the E.U., increasing expansion of prepaid forex cards, as well as the laws and regulations of each country that we operate in that may impact the volume of cross-border and cross-currency transactions. The timing and amount of revenues in the EFT Processing Segment is uncertain and unpredictable due to inherent limitations in managing our estate of ATMs, which is dependent on contracts that cover large numbers of ATMs, which are complicated by legal and regulatory considerations of local countries, as well as our customers' decisions whether to outsource ATMs.

2)   The epay Segment opportunities include renewing existing and negotiating new agreements in target markets in which we operate, primarily with mobile operators, digital content providers, financial institutions, and retailers. The overall growth rate in the prepaid mobile phone and digital media content markets, shifts between prepaid and postpaid services, and our market share in those respective markets will have a significant impact on our ability to maintain and grow the epay Segment revenues. There is significant competition in these markets that may impact our ability to grow organically and increase the margin we earn and the margin that we pay to retailers. The profitability of the epay Segment is dependent on our ability to adapt to new technologies that may compete with POS distribution of digital content and prepaid mobile airtime, as well as our ability to leverage cross-selling opportunities with our EFT and Money Transfer Segments. The epay Segment opportunities may be impacted by government-imposed restrictions on retailers and/or content providers   with whom we partner in countries in which we have a presence, and corresponding licensure requirements mandated upon such parties to legally operate in such countries.

3) The Money Transfer Segment opportunities include expanding our portfolio of products and services to new and existing customers around the globe, which in turn may lead to an increase in transaction volumes. The opportunities to expand are contingent on our ability to effectively leverage our network of bank accounts for digital money transfer delivery, maintaining our physical agent network, cross selling opportunities with our EFT and epay segments and our penetration into high growth money transfer corridors. The challenges inherit in these opportunities include maintaining compliance with all regulatory requirements, maintaining all required   licenses, ensuring the recoverability of funds advanced to agents and the continued reliance on the technologies required to operate our business. The volume of transactions processed on our network is impacted by shifts in our customer base, which can change rapidly with worker migration patterns and changes in unbanked populations across the globe. Foreign regulations that impact cross-border migration patterns   and the money transfer markets can significantly impact our ability to grow the number of transactions on our network.

For all segments, our continued expansion may involve additional acquisitions that could divert our resources and management time and require integration of new assets with our existing networks and services. Our ability to effectively manage our growth has required us to expand our operating systems and employee base, particularly at the management level, which has added incremental operating costs. An inability to continue to effectively manage expansion could have a material adverse effect on our business, growth, financial condition, or results of operations. Inadequate technology and resources would impair our ability to maintain current processing technology and efficiencies, as well as deliver new and innovative services to compete in the marketplace.

Segment Revenues and Operating Income For The Years Ended   December 31, 2025 and   2024

Revenues

Operating Income(Expenses)

(in millions)

EFT Processing

epay

Money Transfer

Total

Corporate services, eliminations and other

Total

Summary

Our annual consolidated revenues increased by 6.4 % for 2025 compared to 2024 . The increase in revenues for 2025 was primarily due to the increases in transaction volumes across all three segments.

Our annual consolidated operating income increased by 5.3 % for 2025 compared to 2024 . The increase in operating income for 2025 was primarily due to the increases in transaction volumes across all three segments.

Net income attributable to Euronet for 2025 was $ 309.5 million, or $ 6.84 per diluted share compared to a net income attributable to Euronet for 2024 of $ 306.0 million, or $ 6.45 per diluted share.

Impact of changes in foreign currency exchange rates

Our revenues and local expenses are recorded in the functional currencies of our operating entities and then are translated into U.S. dollars for reporting purposes; therefore, amounts we earn outside the U.S. are negatively impacted by a stronger U.S. dollar and positively impacted by a weaker U.S. dollar. Considering the results by country and the associated functional currency, our 2025 consolidated operating income was approximately 4.1 % higher due to changes in foreign currency exchange rates when compared to 2024 . If significant, in our discussion we will refer to the impact of fluctuations in foreign currency exchange rates in our comparison of operating segment results.

To provide further perspective on the impact of foreign currency exchange rates, the following table shows the changes in values relative to the U.S. dollar during 2025   and 2024 , of the currencies of the countries in which we have our most significant operations:

Average Translation Rate Year Ended December 31,

2025 Increase

(Decrease) Percent

Currency

Australian dollar

British pound

Canadian dollar

euro

Hungarian forint

Indian rupee

Malaysian ringgit

New Zealand dollar

Polish zloty

Comparison of Operating Results For The Years Ended   December 31, 2025 and 2024   - By Operating Segment

EFT Processing Segment

The following table summarizes the results of operations for our EFT Processing Segment for the years ended   December 31, 2025 and 2024 :

Year Ended December 31,

Year -over-Year Change

(dollar amounts in millions)

Increase Amount

Increase Percent

Total revenues

Operating expenses:

Direct operating costs

Contract asset impairment

Salaries and benefits

Selling, general and administrative

Depreciation and amortization

Total operating expenses

Operating income

Transactions processed (millions)

Active ATMs as of December 31,

Average active ATMs

Revenues

EFT Processing Segment total revenues were $ 1,283.7 million   for the year ended   December 31, 2025 , an increase of $ 122.5 million or 10.5 %   compared to the same period in 2024 . Revenues increased for the year ended December 31, 2025 compared to the same period in 2024 due to an increase in average active ATMs, an increase in our most profitable international transactions driven by cross-border recovery levels, corresponding DCC and surcharge revenues and continued expansion to new markets.   Foreign currency movements   increased   revenues by approximately $ 43.9 million   for the year   ended December 31, 2025 , compared to the same period in 2024 .

Revenue per transaction was   $ 0.08 and $ 0.10 for the year ended   December 31, 2025 and 2024 , respectively. The decrease in revenue per transaction is due to an increase in processing digital transactions with a high volume and a low value per transaction.

Average monthly revenues per ATM   increased to $ 1,986 for the year ended   December 31, 2025 compared to $ 1,881 for the same period in 2024 .

Direct operating costs

EFT Processing Segment direct operating costs were $ 673.4 million for the year ended December 31, 2025 , an increase of $ 68.0 million or 11.2 % compared to the same period in 2024 . Direct operating costs primarily consist of site rental fees, cash delivery costs, cash supply costs, maintenance, insurance, telecommunications, payment scheme processing fees, data center operations-related personnel, as well as the processing centers’ facility-related costs and other processing center-related expenses and commissions paid to retail merchants, banks and card processors involved with POS DCC transactions. For the year ended December 31, 2025 , the increase in direct operating costs was primarily due to the increase in transaction volumes, and costs associated with modifying our estate of ATMs. Foreign currency movements increased direct operating costs by approximately $ 23.2 million for the year   ended December 31, 2025 compared to the same period in 2024 .

Gross profit

Gross profit, which is calculated as revenues less direct operating costs, was $ 610.3 million for the year ended December 31, 2025 , an increase of $ 54.5 million or 9.8 % compared to $ 555.8 million for the same period in 2024 . Gross profit as a percentage of revenues (“gross margin”) decreased to 47.5 % for the year ended December 31, 2025 , compared to 47.9 % for the same period in 2024 . For the year ended December 31, 2025 , the decrease in gross profit was primarily driven by the increase of low-margin digital transactions.

Salaries and benefits

Salaries and benefits expenses were $ 165.6 million for the year ended December 31, 2025 , an increase of $ 18.8 million or 12.8 % compared to the same period in 2024 . The increase in salaries and benefits for the year ended December 31, 2025 compared to the same period in 2024 was primarily driven by an increase in headcount and wage increases.   As a percentage of revenues, these expenses increased to 12.9 % for the year ended December 31, 2025 , compared to 12.6 % for the same period in 2024 .

Selling, general and administrative

Selling, general and administrative expenses were $ 59.0 million for the year ended December 31, 2025 , an increase of $ 3.9 million or 7.1 % compared to the same period in 2024 . As a percentage of revenues, these expenses decreased to 4.6 % for the year ended December 31, 2025 , compared to 4.7 % for the same period in 2024 .

Depreciation and amortization

Depreciation and amortization expenses were $ 106.7 million for the year ended December 31, 2025 , an increase of $ 8.8 million or 9.0 %   compared to the same period in 2024 .   As a percentage of revenues, these expenses decreased to 8.3 % for the year ended December 31, 2025 , compared to 8.4 % for the same period in 2024 .

Operating income

EFT Processing Segment had operating income of $ 278.8 million for the year ended December 31, 2025 , compared to operating income of $ 256.0 million in 2024 , an increase of $ 22.8 million compared to the same period in 2024 . Operating income as a percentage of revenues (“operating margin”) decreased to 21.7 % for the year ended December 31, 2025 , compared to 22.0 % for the same period in 2024 . Operating income per transaction was $ 0.02 in both periods.     The increase in operating income   was primarily driven by the increase in transactions.

epay Segment

The following table summarizes the results of operations for our epay Segment for the years ended December 31, 2025 and 2024 :

Year Ended December 31,

Year -over-Year Change

(dollar amounts in millions)

Increase (Decrease) Amount

Increase (Decrease) Percent

Total revenues

Operating expenses:

Direct operating costs

Salaries and benefits

Selling, general and administrative

Depreciation and amortization

Total operating expenses

Operating income

Transactions processed (billions)

Revenues

epay Segment total revenues   were $ 1,187.6 million   for the year ended December 31, 2025 , an increase of $ 37.1 million   or 3.2 % compared to the same period in 2024 . Foreign currency movements increased revenues by approximately $ 26.0 million for the year ended December 31, 2025 ,   compared to the same period in 2024 . The increase in revenues was driven by continued expansion of digital media and mobile sales.   Revenue per transaction was $ 0.26 in both periods.

Direct operating costs

epay Segment direct operating costs were $ 891.8 million   for the year   ended December 31, 2025 , an increase of $ 19.1 million   or 2.2 %   compared to the same period in 2024 .   Direct operating costs primarily consist of the commissions paid to retail merchants for the distribution and sale of prepaid mobile airtime and other prepaid products, expenses incurred to operate POS terminals and the cost of vouchers sold and physical gifts fulfilled. Foreign currency movements increased   these expenses by $ 19.9   million   for the year ended December 31, 2025 , compared to the same period in 2024 .

Gross profit

Gross profit was   $ 295.8 million   for the year   ended December 31, 2025 ,   an increase   of $ 18.0   million   or 6.5 % compared to   $ 277.8 million   for the same period in 2024 .   Gross margin increased to 24.9 %   for the year   ended December 31, 2025 ,   compared to 24.1 %   for the same period in 2024 .

Salaries and benefits

Salaries and benefits expenses were $ 108.6 million for the year ended December 31, 2025 , an increase of $ 6.6 million or 6.5 % compared to the same period in 2024 . The increase in salaries and benefits was primarily driven by an increase in headcount and wage increases in 2025.   As a percentage of revenues, these expenses increased to 9.1 % for the year ended December 31, 2025 , compared to 8.9 % for the year ended   December 31, 2024 .

Selling, general and administrative

Selling, general and administrative expenses were $ 44.7 million   for the year ended December 31, 2025 ,   an increase of $ 6.1 million   or 15.8 % compared to the same period in 2024 .   As a percentage of revenues, these expenses increased to   3.8 %   for the year   ended December 31, 2025 ,   compared to   3.4 % for the year ended   December 31, 2024 .

Depreciation and amortization

Depreciation and amortization expenses were $ 6.3   million   for the year ended December 31, 2025 , a decrease of $ 1.0 million   or 13.7 %   compared to the same period in 2024 .   Depreciation and amortization expense primarily represents depreciation of POS terminals we install in retail stores and amortization of acquired intangible assets.

Operating income

epay Segment operating income was $ 136.2 million for the year   ended December 31, 2025 , an increase of $ 6.3   million   or 4.8 % compared to the same period in 2024 .   Operating margin increased to 11.5 %   for the year   ended December 31, 2025 ,   compared to 11.3 % for   the same period in 2024 .   Operating income per transaction was $ 0.03 in both periods.   The increase in operating income was primarily driven by the increase in transactions.

Money Transfer Segment

The following table summarizes the results of operations for our Money Transfer Segment for the years ended December 31, 2025 and 2024 :

Year Ended December 31,

Year -over-Year Change

(dollar amounts in millions)

Increase (Decrease) Amount

Increase (Decrease) Percent

Total revenues

Operating expenses:

Direct operating costs

Salaries and benefits

Selling, general and administrative

Depreciation and amortization

Total operating expenses

Operating income

Transactions processed (millions)

Revenues

Money Transfer Segment total revenues were $ 1,782.4 million for the year ended December 31, 2025 , an increase of $ 95.9 million or 5.7 % compared to the same period in 2024 . The increase in revenues was the result of   3.3%   growth in U.S.-originated transactions and 5.2%   growth in international-originated money transfers. These transaction growth rates include   30.8%   growth in direct-to-consumer digital transactions.   Revenues per transaction increased to $ 9.72 for the year ended December 31, 2025 , compared to $ 9.53 for the same period in 2024 . Foreign currency movements increased revenues by approximately $ 34.5 million for the year ended December 31, 2025,   compared to the same period in 2024.

Direct operating costs

Money Transfer Segment direct operating costs were $ 934.9 million for the year ended December 31, 2025 , an increase of $ 15.2 million compared to the same period in 2024 . Direct operating costs primarily consist of commissions paid to agents who originate money transfers on our behalf and correspondent agents who disburse funds to the customers’ destination beneficiaries, together with less significant costs, such as bank depository fees. The increase in direct operating costs was primarily due to the increase in the number of U.S.- and international-originated money transfer transactions and corresponding increase in agent commissions.   Foreign currency movements increased revenues by approximately $ 17.7 million for the year ended December 31, 2025,   compared to the same period in 2024.

Gross profit

Gross profit was $ 847.5 million for the year ended December 31, 2025 , an increase of $ 80.7 million or 10.5 % compared to $ 766.8 million for the same period in 2024 . Gross margin increased to 47.5 % for the year ended December 31, 2025 , compared to 45.5 % for the same period in 2024 . The increase in gross profit was primarily attributable to the increase in transaction volume and relative decrease of agent commissions   for the year ended December 31, 2025 .

Salaries and benefits

Salaries and benefits expenses were $ 361.1 million for the year ended December 31, 2025 , an increase of $ 27.7 million or 8.3 % compared to the same period in 2024 . The increase in salaries and benefits was primarily driven by an increase in headcount to support the growth of the business.   As a percentage of revenues, these expenses increased to 20.3 % for the year ended December 31, 2025 , compared to 19.8 % for the same period in 2024 .

Selling, general and administrative

Selling, general and administrative expenses were $ 254.3 million for the year ended December 31, 2025 , an increase of $ 47.9 million or 23.2 % compared to the same period in 2024 . The increase in these expenses was primarily driven by an increase in advertising and promotions, bad debt expenses, product hardware, software, rent and utilities and travel-related expenses, partially offset by a decrease in professional fees. As a percentage of revenues, these expenses increased to 14.3 % for the year ended December 31, 2025 , compared to 12.2 % for the same period in 2024 .

Depreciation and amortization

Depreciation and amortization expenses were $ 24.9 million for the year ended December 31, 2025 , a decrease of $ 1.1 million or 4.2 % compared to the same period in 2024 . Depreciation and amortization primarily represent amortization of acquired intangible assets and depreciation of money transfer terminals, computers and software, leasehold improvements, and office equipment. As a percentage of revenues, these expenses decreased to 1.4 %   for the year ended December 31, 2025 , compared to 1.5 % for the same period in 2024 .

Operating income

Money Transfer Segment operating income was $ 207.2 million for the year   ended December 31, 2025 , an increase of $ 6.2 million   or 3.1 %   compared to the same period in 2024 .   Operating margin was   11.6 %   for the year ended December 31, 2025 , compared to 11.9 %   for the same period in 2024 , respectively.   Operating income per transaction decreased to $ 1.13 for the year   ended December 31, 2025 , compared to   $ 1.14 for the same period in 2024 .   The increase   in operating income for the year ended December 31, 2025 compared to the same period in 2024   was primarily driven by   the increase   in transaction volume.

Corporate Services

The following table summarizes the results of operations for Corporate Services for the years ended   December 31, 2025 and   2024 :

Year Ended December 31,

Year-over -Year Change

(dollar amounts in millions)

Increase (Decrease) Amount

Increase (Decrease) Percent

Salaries and benefits

Selling, general and administrative

Depreciation and amortization

Total operating expenses

Corporate operating expenses

Total Corporate operating expenses were $ 92.4 million for the year ended December 31, 2025 , an increase of $ 8.7 million or 10.4 %,   compared to the same period in 2024 . The increase was primarily due to an increase in share-based compensation and bonuses for the year ended December 31, 2025 , compared to the same period in 2024 .

Other Expense, Net

Year Ended December 31,

Year -over-Year Change

(dollar amounts in millions)

Increase (Decrease) Amount

Increase (Decrease) Percent

Interest income

Interest expense

Foreign currency exchange (loss) gain, net

Other gains, net

Other expense, net

Foreign currency exchange loss, net

Foreign currency exchange activity includes gains and losses on certain foreign currency exchange derivative contracts and the impact of re-measurement of assets and liabilities denominated in foreign currencies. Assets and liabilities denominated in currencies other than the local currency of each of our subsidiaries give rise to foreign currency exchange gains and losses. Foreign currency exchange gains and losses that result from re-measurement of these assets and liabilities are recorded in net income. The majority of our foreign currency exchange gains or losses are due to the re-measurement of intercompany loans which are not considered a long-term investment in nature and are in a currency other than the functional currency of one of the parties to the loan. For example, we make intercompany loans based in euros from our corporate division, which is composed of U.S. dollar functional currency entities, to certain European entities that use the euro as the functional currency. As the U.S. dollar strengthens against the euro, foreign currency exchange losses are recognized by our corporate entities because the number of euros to be received in settlement of the loans decreases in U.S. dollar terms. Conversely, in this example, in periods where the U.S. dollar weakens, our corporate entities will record foreign currency exchange gains.

We recorded a net foreign currency exchange loss of   $ 25.2 million   for the year   ended   December 31, 2025 ,   compared to a net foreign currency exchange loss of $ 19.1 million for the same period in 2024 . These realized and unrealized foreign currency exchange losses reflect the fluctuation in the value of the U.S. dollar against the currencies of the countries in which we operated during the respective periods.

Income Tax Expense

Our effective income tax rates as reported and as adjusted are calculated below:

Year Ended December 31,

(dollar amounts in millions)

Income before income taxes

Income tax expense

Net income

Effective income tax rate

Income before income taxes

Adjust: Other gains, net

Adjust: Foreign currency exchange gain (loss), net

Income before income taxes, as adjusted

Income tax expense

Adjust: Income tax attributable to foreign currency exchange gain (loss), net

Income tax expense, as adjusted

Effective income tax rate, as adjusted

We calculate our effective income tax rate by dividing income tax expense by pre-tax book income. Our effective income tax rates were 30.2 % and 31.8 % for the years ended December 31, 2025 and 2024 , respectively. The effective income tax rates were influenced by the impact of foreign currency exchange gains (losses). Excluding foreign currency exchange gains (losses) as well as the related tax effects for these items, our adjusted effective income tax rates were 25.1 % and 30.0 % for the years ended December 31, 2025 and 2024 , respectively.

The effective income tax rate, as adjusted, for 2025 and 2024 was higher   than the applicable statutory income tax rate of 21%   primarily because of certain foreign earnings being subject to higher local statutory tax rates.   We determine income tax expense based upon enacted tax laws applicable in each of the taxing jurisdictions where   we conduct business. Based on our interpretation of such laws and considering the evidence of available facts and circumstances and baseline operating forecasts, we have accrued the estimated income tax effects of certain transactions, business ventures, contract and organizational structures, and the estimated future reversal of timing differences. Should a taxing jurisdiction change its laws or dispute our conclusions, or should management become aware of new facts or other evidence that could alter our conclusions, the resulting impact to our estimates could have a material adverse effect on our results of operations and financial condition.

Income before income taxes, as adjusted, income tax expense, as adjusted and effective income tax rate, as adjusted, are non-U.S. GAAP financial measures that management believes are useful for understanding why our effective income tax rates are significantly different than would be expected. These non-U.S. GAAP measures are used by management to conduct and evaluate its business during its regular review of operating results for the periods presented.

Our total liability for uncertain tax positions under Accounting Standards Codification ("ASC") 740-10-25 and -30 was $ 41.4 million as of December 31, 2025 .   The application of ASC 740-10-25 and -30   requires significant judgment in assessing the outcome of future income tax examinations and their potential impact on the Company's estimated effective income tax rate and the value of deferred tax assets, such as those related to the Company's net operating loss carryforwards. It is reasonably possible that the balance of gross unrecognized tax benefits could significantly change within the next   twelve   months, as a result of the resolution of audit examinations and expirations of certain statutes of limitations and, accordingly, materially affect our Consolidated Financial Statements. At this time, it is not possible to estimate the range of change due to the uncertainty of potential outcomes.

Net (Income) Loss Attributable To Non-controlling Interests

Non-controlling interests represent the elimination of net income or loss attributable to the minority shareholders' portion of the following consolidated subsidiaries that are not wholly owned:

Subsidiary

Percent Owned

Segment - Country

LATAM ATM Solutions (Prosegur)

EFT South America

Euronet Pakistan

EFT - Pakistan

Unidos Co., Ltd

MT - Japan

Net Income   (Loss)   Attributable to Euronet

Net income attributable to   Euronet   was $ 309.5 million for the year ended December 31, 2025 , an increase   of $ 3.5 million compared to net income in the same period in 2024 . For the year ended December 31, 2025 , the increase in net income   was primarily attributable increase in transaction volumes across all three segments.

Translation Adjustment

Translation gains and losses are the result of translating our foreign entities' balance sheets from local functional currency to the U.S. dollar reporting currency prior to consolidation and are recorded in comprehensive (loss) income. As required by U.S. GAAP, during this translation process, asset and liability accounts are translated at current foreign currency exchange rates and equity accounts are translated at historical rates. Historical rates represent the rates in effect when the balances in our equity accounts were originally created. By using this mix of rates to convert the balance sheet from functional currency to U.S. dollars, differences between current and historical exchange rates generate this translation adjustment.

We recorded a net   gain   on translation adjustments of $ 258.7 million for 2025 and a net loss of $ 117.8 million for 2024 . In 2025, the U.S. dollar weakened compared to key foreign currencies, resulting in translation gains which were recorded in comprehensive (loss) income. In   2024, the U.S. dollar strengthened   compared to key foreign currencies, resulting in translation losses which were recorded in comprehensive (loss) income.

Liquidity and Capital Resources

Working capital

As of December 31, 2025 , we had working capital of $ 415.5 million, which is calculated as the difference between total current assets and total current liabilities, compared to working capital of $ 810.5   million as of December 31, 2024 . The decrease in working capital was due to several changes in working capital line items. Our ratio of current assets to current liabilities was 1.11 and 1.25 at December 31, 2025 and December 31, 2024 , respectively.

We require substantial working capital to finance operations. The Money Transfer Segment funds the payout for the majority of our consumer-to-consumer money transfer services before receiving the benefit of amounts collected from customers by agents. Working capital needs to increase due to weekends and banking holidays. As a result, we may report more or less working capital for the Money Transfer Segment based solely upon the day on which the   reporting period ends. The epay Segment produces positive working capital, but much of it is restricted in connection with the administration of its customer collection and vendor remittance activities. In our EFT Processing Segment, we obtain a significant portion of the cash required to operate our ATMs through various cash supply arrangements, the amount of which is not recorded on Euronet's Consolidated Balance Sheets. However, in certain countries, we fund the cash required to operate our ATM network from borrowings under the revolving credit facilities and cash flows from operations. As of   December 31, 2025 , we had approximately   $ 650.3 million   of our own cash in use or designated for use in our ATM network, which is recorded in ATM cash on Euronet's Consolidated Balance Sheets. ATM cash increased   $ 6.5 million from $ 643.8 million as of December 31, 2024 to $ 650.3 million as of December 31, 2025 .

The Company has $ 1,040.3 million of unrestricted cash as of December 31, 2025 compared to $ 1,278.8 million as of December 31, 2024 . As of December 31, 2025, the Company had access to $ 2,193.7 million in available cash, and $ 1,780.5 million available under the Company's revolving credit facility.

We had cash,   cash equivalents and restricted cash of   $ 2,362.8   million as of December 31, 2025 , of which   $1,831.0   million was held outside of the U.S. and is expected to be indefinitely reinvested for continued use in foreign operations. Repatriation of these assets to the U.S. could have negative tax consequences.

The following table identifies cash and cash equivalents provided by/(used in) our operating, investing and financing activities for the years ended December 31, 2025 and 2024 (in millions):

Year Ended December 31,

Liquidity

Cash and cash equivalents and restricted cash provided by (used in):

Operating activities

Investing activities

Financing activities

Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash

Increase/(Decrease) in cash and cash equivalents and restricted cash

Operating cash flow

Cash flows provided by operating activities were $559.8 million for the year ended December 31, 2025   compared to $ 732.8   million for the same period in 2024 . The decrease in operating cash flows was primarily due to changes in working capital.

Investing activity cash flow

Cash flows used in investing activities were $138.5 million for the year ended December 31, 2025 compared to $ 223.3 million for the same period in 2024 . We used $125.5 million for purchases of property and equipment for the year ended December 31, 2025 compared to $ 117.2 million for the same period in 2024 . In 2025, we provided $24.0 million of cash from acquisitions mainly related to the merger with CoreCard, which was settled in shares, but had a significant cash balance at the time of acquisition, compared to 2024 where we used $ 91.6 million for acquisitions.

Financing activity cash flow

Cash flows used in financing activities were $ 788.6   million   for the year ended December 31, 2025   compared to   $ 135.7 million   for the same period in 2024 .   In 2025, we provided $1,000 million in cash from the sale of   2030 Convertible Senior Notes maturing in   October 2030, partially offset by the partial repayment of the existing 2049 Convertible Senior Notes. Other uses of cash were the result of $ 514.5   million net repayments on debt obligations/credit agreements for the year ended December 31, 2025 compared to net borrowings of $ 120.3 million for the same period in 2024 . Also, we repurchased $ 667.7   million of common stock during the year ended December 31, 2025 compared to repurchases of   $ 268.6   million of common stock for the same period in 2024 .

Other sources of capital

Credit Facility   - On December 17, 2024, the Company amended its revolving credit agreement (the “Credit Facility”) to increase the facility from $1.25   billion to $1.9   billion and to extend the expiration to December 17, 2029.   The amended Credit Facility includes a multi-currency borrowing tranche totaling $1,685 million   and a USD borrowing tranche totaling $215 million. The amended Credit Facility also removes the credit spread adjustment on SOFR and SONIA borrowings. All other terms remain substantially the same as the previous Credit Facility.   The multi-currency tranche of the revolving credit facility contains a sublimit   of up to $250   million for the issuance of letters of credit, a $75   million   sublimit   for U.S. dollar   swingline   loans and a $75   million sublimit for   swingline   loans in euros or British pounds sterling. The multi-currency tranche of the Credit Facility allows for borrowings in British pounds sterling, euro and U.S. dollars. Subject to certain conditions, the Company has the option to increase the Credit Facility by up to an additional $500   million by requesting additional commitments from existing or new lenders.   Borrowings under the Revolving Credit Facility (other than swing line loans) bear interest on a margin over a secured financing rate or the base rate, as selected by the Company, which varies from 0.875% to 1.375%, in each case based on the Company’s current credit rating.   The applicable margin for borrowings under the Credit Facility, based on the Company’s current credit rating is 1.075%.   In addition, the Company pays a facility fee on the total commitments made under the Revolving Credit Facility, which varies from 0.125% to 0.250%.   The current facility fee is 0.175%.   As of   December 31, 2025 and 2024 , the stand-by letters of credit interest charges were   each 1.075% per annum. Borrowing capacity under the Credit Facility as of   December 31, 2025 was   $ 1,780.5 million.   The weighted-average interest rate of the Company's borrowings under the Credit Facility from   January 1, 2025 to December 31, 2025 was   5.44%.

Uncommitted Line of Credit -   On June   20,   2025, the Company entered into an Uncommitted Loan Agreement   for the sole purpose of providing vault cash for   ATMs,   that expires no later than   June 19, 2026.     This Uncommitted Line of Credit had a credit limit of $400 million on September 30, 2025 and $250   million thereafter. The loan had an outstanding balance of $250   million at   December 31,   2025.   The loan is a Prime Rate Loan, a   Daily Term SOFR Rate Loan   plus   1.00% or shall bear interest at the rate agreed to by the Bank and the Company at the time such loan is made. The weighted-average interest rate from loan inception date to   December   31,   2025, was   5.53%.

On June 21, 2024, the Company rolled its existing $150   million Uncommitted Loan Agreement into a new Uncommitted Loan Agreement with a $400   million credit limit through September 30, 2024, and a credit limit of $250   million thereafter for the sole purpose of providing vault cash for ATMs.   The loan had an outstanding balance of $250   million at   December 31,   2024.   The loan is a Prime Rate Loan, a   Daily SOFR Rate Loan   plus   1.05% or shall bear interest at the rate agreed to by the Bank and the Company at the time such Loan is made. The weighted-average interest rate from loan inception date to   December   31, 2024, was   6.07%.   The agreement expired on June 20, 2025. The   loan was fully repaid and there was   no   balance at December 31, 2025.

On June 27, 2024, the Company entered into an Uncommitted Loan Agreement for $300   million,   for the sole purpose of providing vault cash for   ATMs,   that expired on   November 30, 2024.   The   loan was fully repaid and there was   no   balance at December 31, 2024.   The loan was a Prime Rate Loan, a   Daily Simple SOFR Rate Loan   plus   1.125% or bore interest at the rate agreed to by the Bank and the Company at the time such Loan was made.   The weighted-average interest rate from the loan inception date to   November 30,   2024   was   6.24%.

Convertible debt   - On August 15, 2025, the Company completed the sale of $1,000.0 million of Convertible Senior Notes due October 2030. ("2030 Convertible Notes"). The 2030 Convertible Notes mature in October 2030 unless redeemed or converted prior to such date and are convertible into shares of Euronet common stock at a conversion price of approximately $127.04 per share if certain conditions are met (relating to the closing price of Euronet common stock exceeding certain thresholds for specified periods).   The 2030 Convertible Notes bear interest at a rate of 0.625% per year, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2026. In connection with the issuance of the 2030 Convertible Notes, we recorded $23.5 million in debt issuance costs, which will be amortized through October 1, 2030. The 2030 Convertible Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding April 1, 2030 if certain conditions are met. In August 2025, in connection with the issuance of the 2030 Convertible Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers of the 2030 Convertible Notes or affiliates thereof and other financial institutions (the “Option Counterparties”).   The Capped Call Transactions initially cover, subject to customary anti-dilution adjustments, the number of shares of the Company’s common stock that initially would be issuable upon conversion of the 2030 Convertible Notes. The Capped call Transactions are net purchased call options in Euronet common stock. The Capped Call Transactions are separate transactions, entered into by the Company with the Option Counterparties, and are not part of the terms of the 2030 Convertible Notes and will not change the holders’ rights under the 2030 Convertible Notes. Holders of the 2030 Convertible Notes will not have any rights with respect to the Capped Call Transactions. The Company has concluded that the Capped Call Transactions meet the scope exceptions for derivative instruments, and as such, the Capped Call Transactions meet the criteria for classification in equity and are included as a reduction to additional paid in capital.

On March 18, 2019, the Company completed the sale of $525.0 million of Convertible Senior Notes ("2049 Convertible Notes"). The 2049 Convertible Notes mature in March 2049 unless redeemed or converted prior to such date and are convertible into shares of Euronet common stock at a conversion price of approximately $188.73 per share if certain conditions are met (relating to the closing price of Euronet common stock exceeding certain thresholds for specified periods). Holders of the 2049 Convertible Notes have the option to require the Company to purchase their notes on each of March 15, 2025, March 15, 2029, March 15, 2034, March 15, 2039 and March 15, 2044 at a repurchase price equal to 100% of the principal amount of the 2049 Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the relevant repurchase date. In connection with the issuance of the 2049 Convertible Notes, the Company recorded $12.8 million in debt issuance costs, which were amortized through March 1, 2025. Almost all of the holders exercised their right to require the Company to repurchase their notes in March 2025, and we repurchased the tendered 2049 Convertible Notes at that time with a combination of cash on hand and a borrowing under our Credit Facility.   As of December 31, 2025, $33.2 million of the 2049 Convertible Notes remain outstanding.

Senior Notes   -   On May 22, 2019, the Company completed the sale of   € 600.0   million ($ 669.9 million) aggregate principal amount of Senior Notes that mature on May 2026 (the "Senior Notes"). The Senior Notes accrue interest at a rate of 1.375% per year, payable annually in arrears commencing May 22, 2020, until maturity or earlier redemption. As of December 31, 2025, the Company has outstanding €600.0 million ($704.6 million) principal amount of the Senior Notes. In addition, the Company may redeem some or all of these notes after February 22, 2026 at their principal amount plus any accrued and unpaid interest. As of December 31, 2025, the Company had $0.4 million of unamortized debt issuance costs related to the Senior Notes. Depending on market conditions, the Company may repay the Senior Notes at or prior to their maturity date using cash on hand, borrowings under its Credit Facility, the issuance of additional senior notes or a combination thereof.

Other debt obligations   — Certain of the Company's subsidiaries have available lines of credit and overdraft credit facilities that generally provide for short-term borrowings that are used from time to time for working capital purposes. On October 9, 2024, the Company completed a facility of MYR 100 million and an overdraft facility of MYR 140 million for its Malaysian business. Each advance under this facility shall be made for a term of 1 month or such other period of up to 12 months. As of December 31, 2025, $24.6 million was borrowed under this facility. There were no borrowings on the overdraft facility. Including the Malaysian facility, there was a total of $34.9   million   outstanding under our subsidiaries credit lines and overdraft facilities as of   December 31, 2025.

Other uses of capital

Capital expenditures and needs — Total capital expenditures for 2025   were   $129.3 million. These capital expenditures were primarily for the purchase of ATMs to expand our IAD network in Europe, the purchase and installation of ATMs in key under-penetrated markets, the purchase of POS terminals for the epay and Money Transfer Segments, and office, data center and company store computer equipment and software. Total capital expenditures for 2026   are currently estimated to be approximately $135   million to $145   million.

Contractual lease obligations — We have entered into contractually binding operating and finance lease commitments to operate the business. Operating lease expenses were $ 239.8   million and $ 211.8 million for the years ended December 31, 2025 and 2024 , respectively. Finance lease expenses were not material for 2025 or 2024 .   For additional information on operating and finance lease obligations, see Note 14,   Leases, to the Consolidated Financial Statements.

At current and projected cash flow levels, we anticipate that cash generated from operations, together with cash on hand and amounts available under our Credit Facility and other existing and potential future financing   will be sufficient to meet our debt, leasing, and capital expenditure obligations. If our capital resources are not sufficient to meet these obligations, we will seek to refinance our debt and/or issue additional equity under terms acceptable to us. However, we can offer no assurances that we will be able to obtain favorable terms for the refinancing of any of our debt or other obligations or for the issuance of additional equity.

Share repurchase plan

On September 13, 2023, the Company initiated a repurchase program to repurchase up to $350   million in value, but not more than   7.0   million shares of common stock through September 13, 2025.   During 2025, we repurchased 1,732,929 shares under the repurchase program at a weighted average purchase price of   $ 104.70   for a total value of   $ 181.4 million.   No additional shares are available for repurchase under this repurchase program.

On September 11, 2024, the Company initiated a repurchase program to repurchase up to $350   million in value, but not more than   7.0   million shares of common stock through September 11, 2026.   During 2025, we repurchased 3,780,154   shares under the repurchase program at a weighted average purchase price of   $ 92.59   for a total value of   $ 350.0 million. No additional shares are available for repurchase under this repurchase program.

On June 3, 2025, the Company put a repurchase program in place to repurchase up to $400   million in value, but not more than   8.0   million shares of common stock through June 3, 2027. During 2025, we repurchased 1,730,566 shares under the repurchase program at a weighted average purchase price of   $ 76.02   for a total value of   $ 131.6   million.

On February 24, 2026, the Company put a repurchase program in place to repurchase up to $425 million in value, but not more than 10 million shares of common stock. The Company has not made any repurchases under this plan.

Repurchases under the programs may take place in the open market or in privately negotiated transactions, including derivative transactions, and may be made under a Rule   10b5-1   plan.

The Inflation Reduction Act (IRA) was signed into law in August 2022. Among other things, it imposes a 1% excise tax on net share repurchases.

Inflation and functional currencies

Generally, the countries in which we operate have experienced low and stable inflation in recent years, further the local currency in each of these markets is the functional currency. Currently, we do not believe that inflation will have a significant effect on our results of operations or financial position. We continually review inflation and the functional currency in each of the countries where we operate.

Off-balance sheet arrangements

We have certain significant off-balance sheet items described in Note 21, Commitments, to the Consolidated   Financial Statements. On occasion, we grant guarantees of the obligations of our subsidiaries, and we sometimes enter into agreements with unaffiliated third parties that contain indemnification provisions, the terms of which may vary depending on the negotiated terms of each respective agreement. Our liability under such indemnification provisions may be subject to time and materiality limitations, monetary caps and other conditions and defenses. To date, we are not aware of any significant claims made by the indemnified parties or parties to whom we have provided guarantees on behalf of our subsidiaries and, accordingly, no liabilities have been recorded as of   December 31, 2025 .

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. GAAP which requires management to make estimates, judgments and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Management considers an accounting policy and estimate to be critical if it requires the use of assumptions that were uncertain at the time the estimate was made and if changes in the estimate or selection of a different estimate could have a material effect on the Company's financial condition and results of operations. Our most critical estimates and assumptions are used for computing income taxes, allocating the purchase price to assets acquired and liabilities assumed in acquisitions, and potential impairment of intangible assets and goodwill. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from these estimates. For a summary of all of the Company's significant accounting policies, see Note 3, Summary of Significant Accounting Policies and Practices, to the accompanying Consolidated Financial Statements.

Accounting for income taxes

The deferred income tax effects of transactions reported in different periods for financial reporting and income tax return purposes are recorded under the asset and liability method prescribed under ASC Topic 740, Income Taxes ("ASC 740"). This method gives consideration to the future tax consequences of deferred income or expense items and immediately recognizes changes in income tax laws upon enactment. The consolidated statement of operations effect is generally derived from changes in deferred income taxes, net of valuation allowances, on the balance sheet as measured by differences in the book and tax bases of our assets and liabilities.

We have significant tax loss carryforwards, and other temporary differences, which are recorded as deferred tax assets and liabilities. Deferred tax assets realizable in future periods are recorded net of a valuation allowance based on an assessment of each entity, or group of entities', ability to generate sufficient taxable income within an appropriate period, in a specific tax jurisdiction.

In assessing the recognition of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will be realized. As more fully described in Note 15,   Income Taxes, to the Consolidated Financial Statements, gross deferred tax assets were   $ 259.0   million as of December 31, 2025 , partially offset by a valuation allowance of   $ 87.9   million. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We make judgments and estimates on the scheduled reversal of deferred tax liabilities, historical and projected future taxable income in each country in which we operate, and tax planning strategies in making this assessment.

Based upon the level of historical taxable income and current projections for future taxable income over the periods in which the deferred tax assets are deductible, we believe it is more likely than not that we will realize the benefits of these deductible differences, net of the existing valuation allowance at December 31, 2025 . If we have a history of generating taxable income in a certain country in which we operate, and baseline forecasts project continued taxable income in this country, we will reduce the valuation allowance for those deferred tax assets that we expect to realize.

Additionally, we follow the provisions of ASC 740-10-25 and -30 to account for uncertainty in income tax positions. Applying the standard requires substantial management judgment and use of estimates in determining whether the impact of a tax position is "more likely than not" of being sustained on audit by the relevant taxing authority. We consider many factors when evaluating and estimating our tax positions, which may require periodic adjustments, and which may not accurately anticipate actual outcomes. It is reasonably possible that amounts reserved for potential exposure could change significantly as a result of the conclusion of tax examinations and, accordingly, materially affect our operating results.

Business combinations

In accordance with ASC Topic 805, Business Combinations ("ASC 805"), we allocate the acquisition purchase price of an acquired entity to the assets acquired, including identifiable intangibles, and liabilities assumed based on their estimated fair values at the date of acquisition. Management applies various valuation methodologies to these acquired assets and assumed liabilities which often involve a significant degree of judgment, particularly when liquid markets do not exist for the particular item being valued. Examples of such items include loans, deposits, identifiable intangible assets and certain other assets and liabilities acquired or assumed in business combinations. Management uses significant estimates and assumptions to value such items, including projected cash flows and discount rates. For larger or more complex acquisitions, we generally obtain third-party valuations to assist us in   estimating fair values. The use of different valuation techniques and assumptions could change the amounts and useful lives assigned to the assets and liabilities acquired and related amortization expense. During the measurement period, which is not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Goodwill and intangible assets

In accordance with ASC Topic 350,   Intangibles - Goodwill and Other   (“ASC 350”) ,   we evaluate the carrying value of our indefinite-lived assets, including goodwill, at least annually or more frequently whenever events or changes in circumstances indicate that the asset may be impaired, or in the case of goodwill, that the fair value of the reporting unit may be less than its carrying amount. Our annual impairment tests are performed during the fourth quarter and are performed at the reporting unit level. Our annual process for evaluating goodwill allows us to perform a qualitative assessment for all reporting units, and then perform a quantitative goodwill impairment test for those reporting units in which it is deemed necessary. The qualitative factors evaluated by the Company include: economic conditions of the local business environment, overall financial performance, sensitivity analysis from the most recent quantitative test, and other entity specific factors as deemed appropriate. If we determine a quantitative goodwill impairment test is appropriate, the test involves comparing the fair value of a reporting unit to its carrying amount, including goodwill, after any long-lived asset impairment charges. Generally, the fair value is determined using discounted projected future cash flows and market multiple of earnings. If the carrying amount of the reporting unit exceeds the fair value of the reporting unit, a goodwill impairment loss is recognized in an amount equal to the excess. Determining the fair value of reporting units requires significant management judgment in estimating future cash flows and assessing potential market and economic conditions. It is reasonably possible that our operations will not perform as expected, or that estimates or assumptions could change, which may result in the recording of material non-cash impairment charges during the year in which these determinations take place.

Acquired finite-lived intangible assets are amortized over their estimated useful lives. We evaluate the recoverability of our finite-intangible assets, as a part of our long-lived assets, for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to its fair value. In addition to the recoverability assessment, we routinely review the remaining estimated useful lives of our finite-lived intangible assets. If we reduce the estimated useful life assumption for any asset, the remaining unamortized balance would be amortized over the revised estimated useful life.

As of December 31, 2025 , the Consolidated Balance Sheet includes goodwill of $ 1,042.3 million and acquired intangible assets, net of accumulated amortization, of $ 261.2 million. For the year ended December 31, 2025 , no impairment of goodwill or acquired intangible assets has been identified.

Recently Issued Accounting Pronouncements

See Item 8 of Part II, "Financial Statements and Supplementary Data - Note 3 - Summary of Significant Accounting Policies and Practices.

Forward-Looking Statements

This document contains statements that constitute forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934 ("Exchange Act"). Generally, the words "believe," "expect," "anticipate," "intend," "estimate," "will" and similar expressions identify forward-looking statements. However, the absence of these words or similar expressions does not mean the statement is not forward-looking. All statements other than statements of historical facts included in this document are forward-looking statements, including, but not limited to, statements regarding the following:

    our business plans and financing plans and requirements;

    trends affecting our business plans and financing plans and requirements;

    trends affecting our business;

    the adequacy of capital to meet our capital requirements and expansion plans;

    the assumptions underlying our business plans;

    our ability to repay indebtedness;

    our estimated capital expenditures;

    the potential outcome of loss contingencies;

    our expectations regarding the closing of any pending acquisitions; our ability to successfully integrate acquired businesses and to realize any anticipated synergies;

    business strategy;

    government regulatory action;

    the expected effects of changes in laws or accounting standards;

    the impact of the pandemics, on our results of operations and financial position;

    technological advances; and

    projected costs and revenues.

Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to be correct.

Investors are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may materially differ from those in the forward-looking statements as a result   of various factors, including, but not limited to, conditions in world financial markets and general economic conditions, including impacts from the pandemics or other disease outbreaks; inflation; military conflicts in Ukraine and the Middle East and the related economic sanctions; our ability to successfully integrate any acquired operations; economic conditions in specific countries and regions; technological developments, including artificial intelligence, affecting the market for our products and services; our ability to successfully introduce new products and services; foreign currency exchange rate fluctuations; the effects of any breach of our computer systems or those of our customers or vendors, including our financial processing networks or those of other third parties; interruptions in any of our systems or those of our vendors or other third parties; our ability to renew existing contracts at profitable rates; changes in fees payable for transactions performed for cards bearing international logos or over switching networks such as card transactions on ATMs; our ability to comply with increasingly stringent regulatory requirements, including anti-money laundering, anti-terrorism, anti-bribery, sanctions, consumer and data protection and privacy and the EU's General Data Protection Regulation and Second Revised Payment Service Directive requirements; changes in laws and regulations affecting our business, including tax and immigration laws and any laws regulating payments, including DCC transactions, changes in our relationships with, or in fees charged by, our business partners; competition; the outcome of claims and other loss contingencies affecting Euronet; the cost of borrowing (including fluctuations in interest rates), availability of credit and terms of and compliance with debt covenants; and renewal of sources of funding as they expire and the availability of replacement funding and those factors referred to above and as set forth and more fully described in Part   I, Item 1A — Risk Factors. Any forward-looking statements made in this Form 10-K speak only as of the date of this report. Except as required by law, we do not intend, and do not undertake, any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.