Euronet Worldwide EEFT Form 10-K filing FY2025

Item 4. Mine Safety Disclosures

Not applicable.

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Part II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock, $0.02 par value per share, is quoted on the Nasdaq Global Select Market under the symbol EEFT.

Dividends

Since our inception, we have not paid dividends on our common stock. We do not intend to distribute dividends for the foreseeable future.

Holders

At December 31, 2025, we had 48 stockholders of record of our common stock, and none of our preferred stock was outstanding. This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.

Private Placements and Issuances of Equity

During 2025, we did not issue any equity securities that were not registered under the Securities Act of 1933, which have not been previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

Stock Performance Graph

The following graph compares Euronet Worldwide Inc.’s annual percentage change in cumulative total return on common shares over the past five years with the cumulative total return of companies comprising the Nasdaq Composite index and the Nasdaq US Benchmark Financial Services TR Index. This presentation assumes that $100 was invested in shares of the relevant issuers on December 31, 2020, and that dividends received were immediately invested in additional shares. The graph plots the value of the initial $100 investment at one-year intervals for the fiscal years shown.

The following performance graph and related text are being furnished to and not filed with the SEC, and will not be deemed to be "soliciting material" or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent we specifically incorporate such information by reference into such filing.

Equity Compensation Plan Information

Refer to Part II, Item 8, Financial Statements and Supplementary Data, Note 17, Stock Plans, and Part III, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, for information related to our equity compensation plans.

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Stock Repurchases

The following table provides information with respect to shares of the Company's Common Stock that were purchased during the three months ended December 31, 2025.

(1) 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.

Item 6. Reserved

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.

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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.

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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.

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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

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:

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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:

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.

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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:

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.

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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:

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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.

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Corporate Services

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

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

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.

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Income Tax Expense

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

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.

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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:

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.

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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):

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%.

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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.

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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.

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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.

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CONSOLIDATED FINANCIAL STATEMENTS 50 CONSOLIDATED BALANCE SHEETS 50 CONSOLIDATED STATEMENTS OF OPERATIONS 51 CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME 52 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 53 CONSOLIDATED STATEMENTS OF CASH FLOWS 55 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 56 (1) Organization 56 (2) Basis of Preparation 56 (3) Summary of Significant Accounting Policies and Practices 56 (4) Settlement Assets and Obligations 62 (5) Stockholders' Equity 63 (6) Acquisitions 64 (7) Restricted Cash 66 (8) Property and Equipment, Net 67 (9) Goodwill and Acquired Intangible Assets, Net 67 (10) Convertible Notes Receivable 68 (11) Accrued Expenses and Other Current Liabilities 68 (12) Debt Obligations 69 (13) Derivative Instruments and Hedging Activities 71 (14) Leases 73 (15) Income Taxes 74 (16) Valuation and Qualifying Accounts 78 (17) Stock Plans 78 (18) Business Segment Information 79 (19) Financial Instruments and Fair Value Measurements 81 (20) Litigation and Contingencies 82 (21) Commitments 83 (22) Related Party Transactions 83

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors Euronet Worldwide, Inc.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Euronet Worldwide, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive (loss) income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company acquired CoreCard Corporation during 2025, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, CoreCard Corporation’s internal control over financial reporting associated with total assets of $221.8 million and total revenues of $12.7 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2025. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of CoreCard Corporation.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Sufficiency of audit evidence over revenue

As discussed in Note 3 to the consolidated financial statements, the Company earned $4.2 billion of revenue in 2025. The Company earned revenue by payment and transaction processing and distribution solutions to financial institutions, retailers, service providers and individual consumers (collectively services). The services were provided to customers in numerous countries through various worldwide offices within 3 different reportable operating segments.

We identified the evaluation of the sufficiency of audit evidence over revenue as a critical audit matter. The Company’s geographical dispersion of services worldwide, amongst various business lines required especially subjective auditor judgment in evaluating the sufficiency of audit evidence over revenue. Further, our audit team consisted of auditors located in various countries worldwide. This required especially challenging auditor judgment in the level of audit procedures and supervision applied at each country.

The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over revenue, including the determination of locations at which those procedures were to be performed. At each Company location selected, we:

• evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue process, including controls over the accurate recording of revenue amounts
• assessed the training and experience of the auditors on our audit team that were in countries other than the United States
• tested a sample of individual revenue transactions by comparing amounts recognized by the Company to relevant contracts and or payment and transaction support. We also performed a software-assisted data analysis to test relationships among certain revenue transactions.

We evaluated the sufficiency of audit evidence obtained over revenue by assessing the results of procedures performed, including the appropriateness of such evidence.

/s/ KPMG LLP

We have served as the Company’s auditor since 2003.

Kansas City, Missouri

February 26, 2026

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CONSOLIDATED FINANCIAL STATEMENTS EURONET WORLDWIDE, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share data)

See accompanying notes to the Consolidated Financial Statements.

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EURONET WORLDWIDE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except share and per share data)

See accompanying notes to the Consolidated Financial Statements.

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EURONET WORLDWIDE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in millions)

See accompanying notes to the Consolidated Financial Statements.

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EURONET WORLDWIDE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in millions, except share data)

See accompanying notes to the Consolidated Financial Statements.

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EURONET WORLDWIDE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

(in millions)

See accompanying notes to the Consolidated Financial Statements.

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EURONET WORLDWIDE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

See accompanying notes to the Consolidated Financial Statements.

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EURONET WORLDWIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Organization

Euronet Worldwide, Inc. (the "Company" or "Euronet") was established as a Delaware corporation on December 13, 1996 and succeeded Euronet Holding N.V. as the group holding company, which was founded and established in 1994. Euronet is a leading financial technology solutions and payments provider. Euronet offers payment and transaction processing and distribution solutions to financial institutions, retailers, service providers and individual consumers. Euronet's primary product offerings include comprehensive ATM, POS, card outsourcing, card issuing and merchant acquiring services, electronic distribution of prepaid mobile airtime and other electronic payment products, and international payment services.

(2) Basis of Preparation

The Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Consolidated Financial Statements include the accounts of Euronet and its wholly owned and majority owned subsidiaries and all significant intercompany balances and transactions have been eliminated. Euronet's investments in companies that it does not control, but has the ability to significantly influence, are accounted for under the equity method. Euronet has no variable interest entities. Results from operations related to entities acquired during the periods covered by the Consolidated Financial Statements are reflected from the effective date of acquisition.

The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires that management make a number of estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Significant items subject to such estimates and assumptions include computing income taxes, contingent purchase price consideration, estimating the useful lives and potential impairment of long-lived assets and goodwill, as well as allocating the purchase price to assets acquired and liabilities assumed in acquisitions and revenue recognition. Actual results could differ from those estimates.

Seasonality

Euronet’s EFT Processing Segment normally experiences its heaviest demand for Dynamic Currency Conversion (DCC) services during the third quarter of the year, normally coinciding with the tourism season. Additionally, the EFT Processing and epay Segments are normally impacted by seasonality during the fourth quarter and first quarter of each year due to higher transaction levels during the holiday season and lower levels following the holiday season. Seasonality in the Money Transfer Segment varies by region of the world. In most markets, Euronet usually experiences increased demand for money transfer services from the month of May through the fourth quarter of each year, coinciding with the increase in worker migration patterns and various holidays, and its lowest transaction levels during the first quarter of the year.

(3) Summary of Significant Accounting Policies and Practices

Foreign currencies

Assets and liabilities denominated in currencies other than the functional currency of a subsidiary are remeasured at rates of exchange on the balance sheet date. Resulting gains and losses on foreign currency transactions are included in the Consolidated Statements of Operations. The majority of our foreign currency exchange gains or losses are due to the remeasurement 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.

The financial statements of foreign subsidiaries where the functional currency is not the U.S. dollar are translated to U.S. dollars using (i) exchange rates in effect at period end for assets and liabilities, and (ii) weighted average exchange rates during the period for revenues and expenses. Adjustments resulting from translation of such financial statements are reflected in accumulated other comprehensive (loss) income as a separate component of consolidated equity.

Cash equivalents

The Company considers all highly liquid investments, with an original maturity of three months or less, and certificates of deposit, which may be withdrawn at any time at the discretion of the Company without penalty, to be cash equivalents.

ATM cash

ATM cash represents cash within the ATM network either included within ATMs, within dedicated accounts, or in-transit to ATMs.

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Settlement assets and obligations

Settlement assets represent funds received or to be received from agents for unsettled money transfers and from merchants for unsettled prepaid transactions. See Note 4, Settlement Assets and Obligations, to the Consolidated Financial Statements for further discussion on settlement assets and obligations.

Property and equipment

Property and equipment are stated at cost, less accumulated depreciation. Property and equipment acquired in acquisitions have been recorded at estimated fair values as of the acquisition date.

Depreciation is generally calculated using the straight-line method over the estimated useful lives of the respective assets.

Depreciation and amortization rates are generally as follows:

Goodwill and other intangible assets

Goodwill - The Company accounts for goodwill and other intangible assets in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 350, Intangibles - Goodwill and Other ("ASC 350"). In accordance with the requirements of ASC 350 the Company tests for impairment on an annual basis in the fourth quarter and whenever events or circumstances dictate. Goodwill is allocated among and evaluated for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment.

ASC 350 provides an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (more than 50%) that the estimated fair value of a reporting unit is less than its carrying amount. If an entity elects to perform a qualitative assessment and determines that an impairment is more likely than not, the entity is then required to perform the existing quantitative impairment test (described below), otherwise no further analysis is required. An entity also may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative impairment test.

Under the qualitative assessment, various events, and circumstances (or factors) that would affect the estimated fair value of a reporting unit are identified (similar to impairment indicators). These factors are then classified by the type of impact they would have on the estimated fair value using positive, neutral, and adverse categories based on current business conditions. Furthermore, the Company considers the results of the most recent quantitative impairment test completed for a reporting unit and compares, among other factors, the weighted average cost of capital ("WACC") between the current and prior years for each reporting unit.

Under the quantitative impairment test, the evaluation of impairment involves comparing the current fair value of each reporting unit to its carrying value, including goodwill. The Company uses weighted results from the income approach or the discounted cash flow model ("DCF model") and guideline public company method ("Market Approach model") to estimate the current fair value of its reporting units when testing for impairment, as management believes forecasted cash flows and EBITDA are the best indicators of such fair value. A number of significant assumptions and estimates are involved in the application of the DCF model to forecast operating cash flows, including sales volumes, gross margins, tax rates, capital spending, discount rates and working capital changes. Most of these assumptions vary significantly among the reporting units. Significant assumptions in the Market Approach model are projected EBITDA, selected market multiple, and the estimated control premium. If the carrying value of goodwill exceeds its fair value, an impairment loss equal to such excess would be recognized. The DCF Model and Market Approach Model utilize Level 3 inputs in the fair value hierarchy as they include unobservable inputs that require significant management assumptions.

Other Intangible Assets - In accordance with ASC 350, intangible assets with finite lives are amortized over their estimated useful lives. Unless otherwise noted, amortization is calculated using the straight-line method over the estimated useful lives of the assets as follows:

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The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such events or changes in circumstances are present, a loss is recognized if the carrying value of the asset is in excess of the sum of the undiscounted cash flows expected to result from the use of the asset and its eventual disposition. An impairment loss is measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset.

See Note 9, Goodwill and Acquired Intangible Assets, Net, to the Consolidated Financial Statements for additional information regarding the impairment of goodwill and other intangible assets.

Other assets

Other assets include capitalized software development costs and capitalized payments for new or renewed contracts.

Euronet capitalizes initial payments for new or renewed contracts to the extent recoverable through future operations, contractual minimums and/or penalties in the case of early termination. The Company's accounting policy is to limit the amount of capitalized costs for a given contract to the lesser of the estimated ongoing net future cash flows related to the contract or the termination fees the Company would receive in the event of early termination of the contract by the customer.

ASC Topic 340, Other Assets and Deferred Costs ("ASC 340") requires the deferral of incremental costs to fulfill customer contracts, known as contract assets, which are then amortized to expense as part of direct operating costs over the respective periods of expected benefit. Deferred contract costs are reported on our balance sheet within current or non-current other assets based on the expected life of the related contract. At December 31, 2025 and 2024, we had $97.9 million and $97.4 million, respectively, of deferred contract costs. For the years ended December 31, 2025, 2024 and 2023, we had $29.8 million, $23.4 million, and $17.1 million of amortization related to these costs, respectively. On a quarterly basis we evaluate the carrying amount of contract assets recognized to determine if there are contracts that may have a carrying amount in excess of the remaining future consideration to be received from the contract.

Income taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

In accordance with ASC Topic 740, Income Taxes ("ASC 740"), the Company's policy is to record estimated interest and penalties related to the underpayment of income taxes as income tax expense in the Consolidated Statements of Operations. See Note 15, Income Taxes, to the Consolidated Financial Statements for further discussion regarding these provisions.

Presentation of taxes collected and remitted to governmental authorities

The Company presents taxes collected and remitted to governmental authorities on a net basis in the accompanying Consolidated Statements of Operations.

Fair value measurements

The Company applies the provisions of ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), regarding fair value measurements for assets and liabilities. ASC 820 defines fair value, establishes a framework for measuring fair value and requires certain disclosures about fair value measurements. The provisions apply whenever other accounting pronouncements require or permit fair value measurements. See Note 19, Financial Instruments and Fair Value Measurements, to the Consolidated Financial Statements for the required fair value disclosures.

Accounting for derivative instruments and hedging activities

The Company accounts for derivative instruments and hedging activities in accordance with ASC Topic 815, Derivatives and Hedging ("ASC 815"), which requires that all derivative instruments be recognized as either assets or liabilities on the balance sheet at fair value. Primarily in the Money Transfer Segment, the Company enters into foreign currency derivative contracts, mainly forward contracts, to offset foreign currency exposure related to money transfer settlement assets and liabilities in currencies other than the U.S. dollar, derivative contracts written to its customers arising from its cross-currency money transfer services and certain assets and liability positions denominated in currencies other than the U.S. dollar. These contracts are considered derivative instruments under the provisions of ASC 815; however, the Company does not designate such instruments as hedges for accounting purposes. Accordingly, changes in the value of these contracts are recognized immediately as a component of foreign currency exchange gain (loss), net in the Consolidated Statements of Operations.

Cash flows resulting from derivative instruments are included in operating activities in the Company's Consolidated Statements of Cash Flows. The Company enters into derivative instruments with highly credit-worthy financial institutions and does not use derivative instruments for trading or speculative purposes. See Note 13, Derivative Instruments and Hedging Activities, to the Consolidated Financial Statements for further discussion of derivative instruments.

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Share‑Based Compensation (ASC 718)

The Company follows the provisions of ASC Topic 718, Compensation - Stock Compensation ("ASC 718"), for equity classified awards, which requires the determination of the fair value of the share-based compensation at the grant date and subsequent recognition of the related expense over the period in which the share-based compensation is earned ("requisite service period").

The amount of future compensation expense related to awards of nonvested shares or nonvested share units ("restricted stock") is based on the market price for Euronet Common Stock at the grant date. The grant date is the date at which all key terms and conditions of the grant have been determined and the Company becomes contingently obligated to transfer equity to the employee who renders the requisite service, generally the date at which grants are approved by the Company's Board of Directors or Compensation Committee thereof. Share-based compensation expense for awards with only service conditions is generally recognized as expense on a "straight-line" basis over the requisite service period. For awards that vest based on achieving periodic performance conditions, expense is recognized on a "graded attribution method." The graded attribution method results in expense recognition on a straight-line basis over the requisite service period for each separately vesting portion of an award adjusted for any changes in probability of achievement of performance condition. The Company has elected to use the "with and without method" when calculating the income tax benefit associated with its share-based payment arrangements. See Note 17, Stock Plans, for further disclosure.

Revenue recognition

The Company recognizes revenue when control of the promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Depending on the nature of the underlying arrangements, revenue may be earned from transaction‑based fees, commissions, foreign exchange margins, or the sale of prepaid products. Sales and usage‑based taxes collected from customers and remitted to governmental authorities are excluded from revenues. The nature of the Company’s performance obligations varies by business segment based on the products and services provided. A description of the major components of revenue and the related performance obligations for each segment is as follows:

EFT

Nature of performance obligations

The Company provides electronic funds transfer processing services, which include routing, authorizing, switching, and completing ATM, POS, and card‑based electronic transactions, as well as operating ATM networks and providing outsourced ATM and card management services. Depending on the arrangement, the Company may also provide ATM monitoring, maintenance, and EFT software solutions.

For transaction‑based services, the various activities involved in processing a transaction (e.g., authorization, routing, settlement, and related value‑added services) are inputs to a single integrated service that customers cannot benefit from independently. For outsourcing arrangements, ATM management and related services are provided continuously over the contract term and represent a series of distinct periods of service that are substantially the same.

When revenue is recognized

 Transaction‑based services: The Company satisfies its performance obligation at a point in time, which occurs when the electronic transaction is fully processed.

 Outsourcing services: The Company satisfies its performance obligation over time, as customers simultaneously receive and consume the benefits of the ATM management and processing services. Revenue is recognized ratably over the contract term, generally based on fixed monthly fees and/or contracted fee schedules.

How revenue is measured

Revenue consists primarily of transaction fees, management fees, foreign currency exchange margin on ATM withdrawals, and fees from value‑added services such as dynamic currency conversion and surcharges. The Company acts as principal in these arrangements, as it controls the ATM network or processing services prior to transfer to the customer; accordingly, revenue is recognized on a gross basis.

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epay

Nature of performance obligations

The Company provides distribution, activation, and electronic processing services for prepaid mobile airtime, digital media products, and other stored‑value goods through a network of POS terminals and direct system integrations. Depending on the arrangement, the Company may act as agent (providing distribution services on behalf of operators or content providers) or as principal (generally in arrangements where the Company controls the product prior to transfer, including where rights of return to vendors exist).

These activities — including making prepaid products available, processing activations, routing electronic transactions, and providing access to operators’ platforms — are inputs to the Company’s service and support the transfer of either (i) a distribution service (agency model) or (ii) a prepaid product (principal model).

When revenue is recognized

 Distribution and agency services (net): The performance obligation is fulfilled at a point in time, generally when the prepaid product is delivered or activated and the Company earns a commission.

 Principal sales of prepaid products (gross): The performance obligation is fulfilled at a point in time, when control of the prepaid product transfers to the retailer or end customer, typically upon activation or delivery.

 Transaction processing services: The performance obligation is fulfilled at a point in time, when the underlying electronic transaction is fully processed.

How revenue is measured

 For agency arrangements, the Company does not control the underlying product and therefore recognizes revenue net of amounts remitted to operators, content providers, or retailers.

 For principal arrangements, the Company controls the prepaid product prior to transfer and therefore recognizes revenue on a gross basis, with the related acquisition cost recorded as a direct operating expense.

 Transaction processing revenue is recognized based on fees earned per processed transaction, regardless of whether the transaction is completed or declined due to issuer authorization outcomes.

Money Transfer:

Nature of performance obligation

The Company provides a single, integrated money transfer service that enables a sender to transfer funds to a designated recipient through the Company’s global origination and payout network. The service encompasses (i) accepting and validating the transfer request, (ii) routing and processing the transaction through the Company’s systems, (iii) transmitting the necessary information to payout partners, (iv) performing foreign currency conversion when required, and (v) making funds available for payout at the destination. These activities are inputs to the same overall service and are not distinct within the context of the contract because customers cannot benefit from them on a standalone basis.

When revenue is recognized

The Company satisfies its performance obligation at a point in time, which occurs when the transaction is fully processed and funds are made available for payout to the recipient. At that point, control of the service has transferred to the customer.

How revenue is measured

Revenue consists of (a) transaction fees charged to customers and (b) foreign exchange margins earned when converting currency at retail rates relative to wholesale acquisition costs. Foreign exchange is not a separate performance obligation; it is an integral component of the end‑to‑end money transfer service. Amounts owed to origination and distribution agents for facilitating the sending and payout of funds are treated as direct operating costs of fulfilling the Company’s single performance obligation.

Principal considerations

The Company acts as principal in money transfer transactions because it controls the service prior to transfer to the customer, including discretion over the routing of transactions, the payout network used, and the terms of currency conversion. Accordingly, revenue is presented gross of agent commissions and other amounts remitted to payout partners, which are recorded in direct operating costs.

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Revenues

Deferred Revenues - The Company records deferred revenues when cash payments are received or due in advance of its performance. The increase in the deferred revenue balance for the year ended December 31, 2025 was primarily driven by $42.1 million of cash payments received in the current year for which the Company has not yet satisfied the performance obligations, offset by $38.5 million of revenues recognized that were included in the deferred revenue balance as of December 31, 2024.

Disaggregation of Revenues - The following table presents the Company's revenues disaggregated by segment and region. The Company believes disaggregation by segment and region best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The disaggregation of revenues by segment and region is based on management's assessment of segment performance together with allocation of financial resources, both capital and operating support costs, on a segment and regional level. Both segments and regions benefit from synergies achieved through concentration of operations and are influenced by macro-economic, regulatory and political factors in the respective segment and region. The Company recognizes foreign exchange revenues from derivative instruments in its xe operations in accordance with ASC Topic 815 and not ASC Topic 606. These revenues are not significant to the Company's consolidated revenues and are included in the following tables.

For the Year Ended December 31, 2025

For the Year Ended December 31, 2024

For the Year Ended December 31, 2023

Recent accounting guidance

Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amended guidance enhances income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid information. This guidance requires disclosure of specific categories in the effective tax rate reconciliation and further information on reconciling items meeting a quantitative threshold. In addition, the amended guidance requires disaggregating income taxes paid (net of refunds received) by federal, state, and foreign taxes. It also requires disaggregating individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and the Company adopted this standard in 2025. The adoption of this standard did not have a significant impact on the Company's consolidated financial statements and related disclosures.

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Issued but not yet adopted

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE), which requires companies to disclose additional information about expenses in their income statements. The Company already disaggregates its most significant expense line items, and as a result, the adoption of this standard is not expected to have a significant impact on the Company's consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025‑06, Internal‑Use Software, which modernizes the accounting for internal‑use software by removing development “project stages” and requiring capitalization to begin when management authorizes funding and it is probable the project will be completed and used as intended. The ASU also supersedes the existing website development cost guidance and incorporates it into Subtopic 350‑40. The guidance is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact of this ASU and does not expect a material effect on its consolidated financial statements.

(4) Settlement Assets and Obligations

Settlement assets represent funds received or to be received from agents for unsettled money transfers and from merchants for unsettled prepaid transactions. The Company records corresponding settlement obligations relating to accounts payable. Settlement assets consist of cash and cash equivalents, restricted cash, accounts receivable and prepaid expenses and other current assets. The settlement cash held at the Company is primarily generated from the monies remitted by consumers through Company agents and financial institutions in payment of the face value of the payment service or foreign currency purchased and the related fees charged to purchase the currency. The Company uses its cash and cash equivalents to pay the face value of the payment service product upon presentation by the recipient. Cash received by Company agents and merchants generally becomes available to the Company within two weeks after initial receipt by the business partner. Receivables from business partners represent funds collected by such business partners that are in transit to the Company.

Settlement obligations consist of accrued expenses for money transfers, content providers, and EFT customer deposits and accounts payable to agents and content providers. Money transfer accrued expenses represent amounts to be paid to beneficiaries when they request funds. Most agents typically settle with beneficiaries first then obtain reimbursement from the Company. Money order accrued expenses represent amounts not yet presented for payment. Due to the agent funding and settlement process, accrued expenses to agents represent amounts due to agents for money transfers that have not been settled with beneficiaries.

The table below reconciles cash and cash equivalents, restricted cash, ATM cash, settlement cash and cash equivalents, and settlement restricted cash as presented within "Cash and cash equivalents and restricted cash" in the Consolidated Statement of Cash Flows.

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(5) Stockholders' Equity

Earnings Per Share

Basic earnings per share has been computed by dividing earnings available to common stockholders by the weighted average number of common shares outstanding during the respective period. Diluted earnings per share has been computed by dividing diluted earnings by the weighted average shares outstanding during the respective period, after adjusting for the potential dilution of options to purchase the Company's Common Stock, assumed vesting of restricted stock and the assumed conversion of the Company's convertible debt.

The following table provides the computation of diluted weighted average number of common shares outstanding:

The table includes all stock options and restricted stock that are dilutive to the Company's weighted average common shares outstanding during the period. The calculation of diluted earnings per share excludes stock options or shares of restricted stock that are anti-dilutive to the Company's weighted average common shares outstanding for the years ended December 31, 2025, 2024 and 2023 of approximately 5,115,000, 3,125,000 and 3,768,000, respectively.

Euronet issued Convertible Senior Notes ("Convertible Notes") due March 2049 (the “2049 Convertible Notes”) and October 2030 (the “2030 Convertible Notes”). The Convertible Notes currently have a settlement feature requiring us upon conversion to settle the principal amount of the debt and any conversion value in excess of the principal value ("conversion premium"), for cash or shares of Euronet's common stock or a combination thereof, at the Company's option. All shares issuable upon conversion of the Convertible Notes, assuming share settlement, are required to be included in the dilutive earnings per share calculation, if dilutive, regardless of whether the market price trigger has been met. Therefore, the Convertible Notes are included in the calculation of diluted earnings per share if their inclusion is dilutive. The dilutive effect increases the more the market price exceeds the applicable conversion price for each series of the Convertible Notes.

In August 2025, in connection with the offering of the 2030 Convertible Notes, the Company entered into several Capped Call Options with various counterparties, which cover, subject to anti-dilution adjustments substantially similar to those in the 2030 Convertible Notes, an aggregate of 7.9 million shares of the Company’s common stock, the same number of shares that initially would be issuable upon conversion of the 2030 Convertible Notes. The Capped Call Options meet the criteria for classification as equity and, as such, are not remeasured each reporting period. During the third quarter of 2025, the Company paid $99.8 million for the Capped Call Options, which was recorded as a reduction to “Additional paid-in capital” within the Company’s consolidated financial statements along with the offsetting associated deferred tax impact of $25.9 million.

Capped Call Options and diluted EPS. In connection with the issuance of the 2030 Convertible Notes, the Company entered into capped call transactions intended to reduce or offset potential dilution to the Company’s common stock upon any conversion of the 2030 Convertible Notes and/or to offset any cash payments the Company is required to make in excess of the principal amount, in each case up to the cap price of the capped calls. The capped calls are purchased call options on the Company’s common stock that are classified in equity and are not remeasured each reporting period. In accordance with ASC 260, the capped calls are excluded from the computation of diluted earnings per share because their effect is anti‑dilutive; consequently, they are not reflected in diluted weighted average shares outstanding, regardless of whether they are in‑the‑money during the period. The capped calls economically offset dilution from assumed conversion of the 2030 Convertible Notes up to the capped price but do not affect the diluted EPS calculation.

During March 2025, almost all of the holders of the 2049 Convertible Notes exercised their right to require the Company to repurchase their 2049 Convertible Notes, and the Company repurchased $491.8 million of the 2049 Convertible Notes leaving $33.2 million of the 2049 Convertible Notes outstanding at December 31, 2025.

The issuance of the 2030 Convertible Notes increased the weighted average incremental shares from assumed conversion from 2.8 million in the prior year to 3.7 million, partially offset by a decrease due to the repurchase of the 2049 Convertible Notes for the three months ended September 30, 2025.

See Note 12, Debt Obligations, to the consolidated financial statements for more information about the Convertible Notes and the Capped Call Options.

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Share repurchases

(1) 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.

Preferred Stock

The Company has the authority to issue up to 10 million shares of preferred stock, of which no shares are currently issued or outstanding.

Accumulated other comprehensive gain (loss)

As of December 31, 2025 and 2024, accumulated other comprehensive gain (loss) consists entirely of foreign currency translation adjustments. The Company recorded a foreign currency translation gain of $258.7 million, a loss of $117.8 million and a gain of $47.9 million for the years ended December 31, 2025, 2024, and 2023, respectively. There were no reclassifications of foreign currency translation into the Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023.

Dividends

No dividends were paid on any class of the Company's stock during 2025, 2024, and 2023.

(6) Acquisitions

Acquisitions 2025

Kyodai (Japan)

On May 31, 2025, Euronet completed the acquisition of a 60% equity stake in UNIDOS CO. LTD from multiple shareholders for a consideration of $20.0 million, including a probable earn out of $1.6 million. The effective date of control is June 1, 2025. The Company allocated $9.9 million of the enterprise value to customer relationships, $7.9 million to acquired net assets, $3.5 million to deferred tax liability, $12 million to non-controlling interest and the remaining $17.7 million to goodwill. The purchase price was preliminary allocated to the assets acquired and liabilities assumed including identifiable intangible assets based on provisional values at the date of the acquisition. The acquisition has been accounted for as a business combination in accordance with US GAAP and the results of operations have been included in the Money Transfer segment.

CoreCard (USA)

On October 30, 2025, the Company completed the acquisition of 100% of the outstanding equity of CoreCard Corporation pursuant to the Agreement and Plan of Merger dated July 30, 2025. Under the terms of the agreement, each CoreCard common share converted into 0.3142 shares of Euronet common stock, with fractional shares settled in cash at the closing price of Euronet stock on the trading day immediately preceding the acquisition date. In addition, unvested CoreCard RSUs vested at closing and were settled in Euronet shares, and outstanding stock options were cash‑settled at intrinsic value. The total purchase consideration was $192.7 million and consisted of the fair value of Euronet shares issued, cash in lieu of fractional shares, and cash to settle options and RSU‑related withholding obligations. The transaction has been accounted for as a business combination under ASC 805, and CoreCard’s results are included in the Company’s EFT Processing Segment beginning on the acquisition date.

No contingent consideration, escrow, or holdback was recognized. The Company acquired 100% of CoreCard; no noncontrolling interest was recognized. No bargain purchase gain was recorded.

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Purchase price allocation

The Company performed a preliminary allocation of the purchase price for CoreCard to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The allocation is subject to change during the measurement period as the Company finalizes the valuation of identifiable intangible assets, working‑capital items and income‑tax‑related balances.

Preliminary CoreCard purchase price accounting at October 30, 2025 (in millions)

Goodwill

Preliminary goodwill of $88.3 million reflects anticipated synergies, assembled workforce, and the strategic benefit of integrating CoreCard’s issuing technology into the Company’s platform The Plan of Merger was intended to qualify as a "reorganization" within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code, and that this Plan of Merger will constitute a "plan of reorganization" for purposes of Sections 354 and 361 of the Code and Treasury Regulations Section 1.368-2(g). As a result, the acquisition did not create deductible goodwill for tax purposes and Euronet will not amortize goodwill calculated in the valuation.

Measurement‑period status

The allocation above is preliminary and subject to change as the Company completes its valuation analyses of identifiable intangible assets, certain working‑capital accounts and related deferred taxes within the ASC 805 measurement period. Any adjustments will be recorded retrospectively to the acquisition date with a corresponding adjustment to goodwill.

Identifiable Intangible Assets and Estimated Useful Lives

The Company expects the identifiable intangible assets of CoreCard acquired to include developed technology, customer relationships, and trade name. Fair values and useful lives are being finalized; until completion, the following table presents the aggregate amount and expected categories with preliminary useful‑life ranges.

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Intangibles subject to amortization (preliminary, in millions):

Identifiable Intangible Assets and Estimated Useful Lives

(Preliminary — in millions)

Final category splits and useful lives will be determined based on market‑participant assumptions, technology life cycles, and customer attrition analyses. Updates will be reflected as measurement‑period adjustments under ASC 805.

Post-acquisition Results

From October 31, 2025 to December 31, 2025, CoreCard contributed revenue of $12.7 million, gross margin of $8.0 million and operating income of $1.9 million to consolidated results (excludes purchase accounting amortization).

Acquisitions 2024

On February 1, 2024, Euronet acquired Infinitium Group, a leading regional solutions provider with Payments Authentication services, for a purchase consideration of $70.0 million cash and $5.0 million of the Company’s common stock to be paid over two installments on February 1, 2026 and 2027. The Company allocated $51.0 million of the purchase consideration to customer relationships, $5.6 million to acquired net assets, $10.2 million to deferred tax liability and the remaining $28.6 million to goodwill.

(7) Restricted Cash

The restricted cash balances as of December 31, 2025 and 2024 were as follows:

Cash held in trust and/or cash held on behalf of others is in connection with the administration of the customer collection and vendor remittance activities by certain subsidiaries within the Company's epay and EFT Processing Segments. Amounts collected on behalf of certain mobile phone operators and/or merchants are deposited into a restricted cash account. The bank credit arrangements primarily represent cash collateral on deposit with commercial banks to cover guarantees.

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(8) Property and Equipment, Net

The components of property and equipment, net of accumulated depreciation as of December 31, 2025 and 2024 are as follows:

Depreciation expenses related to property and equipment, including property and equipment recorded under finance leases, for the years ended December 31, 2025, 2024 and 2023 were $105.1 million, $102.6 million, and $100.8 million, respectively.

(9) Goodwill and Acquired Intangible Assets, Net

The following table summarizes intangible assets as of December 31, 2025 and 2024:

The following table summarizes the goodwill and amortizable intangible assets activity for the years ended December 31, 2025 and 2024:

Of the total goodwill balance of $1,042.3 million as of December 31, 2025, $401.7 million relates to the Money Transfer Segment, $71.3 million relates to the epay Segment and the remaining $569.3 million relates to the EFT Processing Segment. Amortization expense for intangible assets with finite lives was $22.2 million, $21.7 million, and $24.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. Estimated annual amortization expense on intangible assets with finite lives as of December 31, 2025, is expected to be $37.7 million for 2026, $37.2 million for 2027, $24.3 million for 2028, $20.1 million for 2029, and $20.0 million for 2030.

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(10) Convertible Notes Receivable

The Company loaned $60.0 million to Koin Mobile, LLC and Marker Trax, LLC under two promissory notes (the "2028 Notes"), which were fully executed on October 19, 2023. Under the terms of the 2028 Notes, interest will accrue on the Notes at 2% per annum and all unpaid principal and interest will be due and payable on October 18, 2028 if not converted earlier as discussed below.

On March 27, 2025, the Company loaned $25.0 million to Marker Trax Digital, LLC under a promissory note (the "2030 Note"). Under the terms of the 2030 Note, interest will accrue on the 2030 Note at 2% per annum and all unpaid principal and interest will be due and payable on March 27, 2030 if not converted earlier as discussed below.

The Company has a security interest in all of the assets of Koin Mobile, LLC, Marker Trax, LLC, and Marker Trax Digital, LLC. The aggregate outstanding principal and accrued interest under the 2028 Notes and the 2030 Note were $85.0 million and $3.0 million at December 30, 2025.

The 2028 Notes and the 2030 Note are convertible into preferred equity of Koin Mobile, LLC, Marker Trax, LLC and Marker Trax Digital, LLC, at the option of the Company upon the occurrence of certain events including a qualified equity financing, change in control, achievement of profitability or at the option of the Company at maturity, as defined in the related promissory note purchase agreements.

(11) Accrued Expenses and Other Current Liabilities

The balances as of December 31, 2025 and 2024 were as follows:

Restructuring and Related Costs

In 2025, the Company initiated a restructuring program within its Money Transfer segment designed to streamline operations, reduce costs, and improve organizational efficiency. The restructuring actions were developed with the assistance of an external consulting firm and included a reduction in workforce and organizational realignment activities. The Company expects these actions to enhance long‑term operating margins within the segment.

Restructuring Charges

Severance and Employee‑Related Costs

During 2025, the Company recognized $3.0 million of severance and employee‑related costs associated with involuntary terminations. These costs qualified as exit and disposal activities under ASC 420, Exit or Disposal Cost Obligations, and were recorded within Operating expenses on the Consolidated Statements of Operations. All severance‑related liabilities were paid during 2025, and no remaining liability was outstanding as of December 31, 2025.

Professional Fees and Other Costs

In connection with the restructuring program, the Company engaged a global consulting firm to support organizational design, operational process redesign, and implementation activities. The Company incurred $17.4 million of consulting and professional service fees during 2025. These costs do not meet the criteria for exit or disposal costs under ASC 420 and were expensed as incurred within Operating expenses.

As of December 31, 2025, the Company had outstanding liabilities related to these consulting fees totaling $10.9 million, consisting of:

 $2.0 million recorded in Accounts payable, and

 $8.9 million recorded in Accrued expenses and other current liabilities.

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(12) Debt Obligations

Debt obligations consist of the following as of December 31, 2025 and 2024:

As of December 31, 2025, annual maturities of long‑term debt are our 2030 Convertible Notes, which mature in 2030, our 2049 Convertible Notes, which mature in 2049 with an earlier optional repurchase date of March 15, 2029, and our revolving credit facility which expires in December 2029.

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 existing 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%.

The agreement contains customary affirmative and negative covenants, events of default and financial covenants, including (all as defined in the Credit Facility): (i) a Consolidated Total Leverage Ratio, depending on certain circumstances defined in the Credit Facility, not to exceed a range between 3.5 to 1.0 and 4.5 to 1.0; and (ii) a Consolidated Interest Coverage Ratio of not less than 3.0 to 1.0. Subject to meeting certain customary covenants (as defined in the Credit Facility), the Company is permitted to repurchase common stock and debt. The Company was in compliance with all debt covenants as of December 31, 2025.

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%.

As of December 31, 2025 and 2024, the Company had stand-by letters of credit/bank guarantees outstanding under the Credit Facility of $94.9 million and $44.5 million, respectively. Stand-by letters of credit/bank guarantees reduce the Company's borrowing capacity under the Credit Facility and are generally used to secure trade credit and performance obligations. As of December 31, 2025 and 2024, the stand-by letters of credit interest charges were each 1.075% per annum. Available borrowing capacity under the Credit Facility as of December 31, 2025 was $1,780.5 million.

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Uncommitted Credit Agreements

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 prior to September 30, 2025 and $250 million thereafter.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%.

2030 Convertible Notes

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 will 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 incurred $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.

Capped Call Transactions

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.

2049 Convertible Notes

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.

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1.375% Senior Notes due 2026

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 22, 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.

Other 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.

(13) Derivative Instruments and Hedging Activities

The Company is exposed to foreign currency exchange risk resulting from (i) the collection of funds or the settlement of money transfer transactions in currencies other than the U.S. dollar, (ii) derivative contracts written to its customers in connection with providing cross-currency money transfer services and (iii) certain foreign currency denominated other asset and liability positions. The Company enters into foreign currency derivative contracts, primarily foreign currency forwards and cross-currency swaps, to minimize its exposure related to fluctuations in foreign currency exchange rates. As a matter of Company policy, the derivative instruments used in these activities are economic hedges and are not designated as hedges under ASC 815, primarily due to either the relatively short duration of the contract term or the effects of fluctuations in currency exchange rates being reflected concurrently in earnings for both the derivative instrument and the transaction and have an offsetting effect.

Foreign currency exchange contracts - Ria Operations and Corporate

In the United States, the Company uses short-duration foreign currency forward contracts, generally with maturities up to 14 days, to offset the fluctuation in foreign currency exchange rates on the collection of money transfer funds between initiation of a transaction and its settlement. Due to the short duration of these contracts and the Company's credit profile, the Company is generally not required to post collateral with respect to these foreign currency forward contracts. Most derivative contracts executed with counterparties in the U.S. are governed by an International Swaps and Derivatives Association agreement that includes standard netting arrangements; therefore, asset and liability positions from forward contracts and all other foreign exchange transactions with the same counterparty are net settled upon maturity. As of December 31, 2025 and 2024, the Company had foreign currency forward contracts outstanding in the U.S. with a notional value of $532.2 million and $281.5 million, respectively. The foreign currency forward contracts consist primarily in Australian dollars, Canadian dollars, British pounds, euros and Mexican pesos.

In addition, the Company uses forward contracts, typically with maturities from a few days to less than one year, to offset foreign exchange rate fluctuations on certain short-term borrowings that are payable in currencies other than the U.S dollar. As of December 31, 2025 and 2024, the Company had foreign currency forward contracts outstanding with a notional value of $852.7 million and $710.4 million, respectively, primarily in euros.

Foreign currency exchange contracts - Xe Operations

Xe, writes derivative instruments, primarily foreign currency forward contracts and cross-currency swaps, mostly with counterparties comprised of individuals and small-to-medium size businesses and derives a currency margin from this activity as part of its operations. Xe aggregates its foreign currency exposures arising from customer contracts and hedges the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties. Foreign exchange revenues from Xe's total portfolio of positions were $91.5 million, $88.8 million, and $85.3 million for the years ended December 31, 2025, 2024 and 2023, respectively. All of the derivative contracts used in the Company's Xe operations are economic hedges and are not designated as hedges under ASC 815. The duration of these derivative contracts is generally less than one year.

The fair value of Xe's total portfolio of positions can change significantly from period to period based on, among other factors, market movements and changes in customer contract positions. Xe manages counterparty credit risk (the risk that counterparties will default and not make payments according to the terms of the agreements) on an individual counterparty basis. It mitigates this risk by entering into contracts with collateral posting requirements and/or by performing financial assessments prior to contract execution, conducting periodic evaluations of counterparty performance and maintaining a diverse portfolio of qualified counterparties. Xe does not expect any significant losses from counterparty defaults.

The aggregate equivalent U.S. dollar notional amounts of foreign currency derivative customer contracts held by the Company in its Xe operations as of December 31, 2025 and 2024, was respectively $0.7 billion and $0.9 billion. The significant majority of customer contracts are written in major currencies such as the euro, U.S. dollar, British pound, Australian dollar and New Zealand dollar.

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The following table summarizes the fair value of the derivative instruments as recorded in the Consolidated Balance Sheets as of the dates below:

Balance Sheet Presentation

The following tables summarize the gross and net fair value of derivative assets and liabilities as of December 31, 2025 and 2024 (in millions):

Offsetting of Derivative Assets

Offsetting of Derivative Liabilities

Income Statement Presentation

The following tables summarize the location and amount of gains on derivatives in the Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023:

(a) The Company enters into derivative contracts such as foreign currency exchange forwards and cross-currency swaps as part of its Xe operations. These derivative contracts are excluded from this table as they are part of the broader disclosure of foreign currency exchange revenues for this business discussed above.

See Note 19, Financial Instruments and Fair Value Measurements, for the determination of the fair values of derivatives.

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(14) Leases

The Company enters into operating leases for ATM sites, office spaces, retail stores and equipment. The Company's finance leases are immaterial. Right of use assets and lease liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease terms.

The present value of lease payments is determined using the incremental borrowing rate based on information available at the lease commencement date. The Company recognizes lease expense for these leases on a straight-line basis over the lease term.

Most leases include an option to renew, with renewal terms that can extend the lease terms. The exercise of lease renewal options is at the Company’s sole discretion. The depreciable life of assets and leasehold improvements are limited by the expected lease terms. The Company also has a unilateral termination right for most of the ATM site leases. Leases of ATM sites with termination options exercisable within the next 12 months are excluded from the right of use lease assets and lease liability under the short-term lease exemption as the termination options are not reasonably certain not to be exercised. Payments for ATM site leases with termination options subject to the short-term lease exemption are expensed in the period incurred. The short-term lease expense for 2025 reasonably reflects the Company’s short-term lease commitments. Certain of the Company's lease agreements include variable rental payments based on revenues generated from the use of the leased location and certain leases include rental payments adjusted periodically for inflation. Variable lease payments are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs and are excluded from the right of use assets and lease liabilities balances. The lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Future minimum lease payments

Future minimum lease payments under the operating leases (with initial lease terms in excess of one year) as of December 31, 2025 are:

As of December 31, 2025

(1) Operating lease payments reflect the Company's current fixed obligations under the operating lease agreements.

Lease expense recognized in the Consolidated Statements of Operations is summarized as follows:

Other information about lease amounts recognized in the consolidated financial statements is summarized as follows:

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The following table presents supplemental cash flow and non-cash information related to leases:

(a) Included in Net cash provided by operating activities on the Company's Consolidated Statements of Cash Flows.

(15) Income Taxes

The sources of income before income taxes for the years ended December 31, 2025, 2024 and 2023 are presented as follows:

The Company's income tax expense for the years ended December 31, 2025, 2024 and 2023 consisted of the following:

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Beginning in 2025 annual reporting, we adopted ASU 2023-09 prospectively. See Note 3 – Summary of Significant Accounting Policies –Recently Adopted Accounting Pronouncements for additional details on the adoption of ASU 2023-09. A reconciliation of the U.S. federal statutory income tax rate to our effective tax rate pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 is as follows (in millions, except for percentages):

Year Ended December 31, 2025

The following is a reconciliation of the federal statutory income tax rates of 21% to the effective income tax rate for the years ended December 31, 2024, and 2023:

We calculate our provision for federal, state and foreign income taxes based on current tax law.

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Cash paid for income taxes, net of refunds received, by jurisdiction pursuant to the disclosure requirement of ASU 2023-09 for the year ended December 31, 2025 is as follows (in millions):

The tax effect of temporary differences and carryforwards that give rise to deferred tax assets and liabilities from continuing operations are as follows:

Net deferred tax assets of $61.9 million and $25.3 million as of December 31, 2025 and 2024, respectively, are recorded within "Other assets" on the Consolidated Balance Sheet.

Subsequently recognized tax benefits relating to the valuation allowance for deferred tax assets as of December 31, 2025 are expected to be allocated to income taxes in the Consolidated Statements of Operations. As of December 31, 2025 and 2024, the Company's foreign tax loss carryforwards were $193.8 million and $183.3 million, respectively, and U.S. state tax loss carryforwards were $58.2 million and $81.0 million, respectively.

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As of December 31, 2025 and 2024, the Company has U.S. foreign tax credit carryforwards of $43.6 million and $57.1 million respectively, which are largely not expected to be utilized in future periods.

In assessing the Company's ability to realize deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. 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. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not the Company will realize the benefits of these deductible differences, net of the existing valuation allowances, as of December 31, 2025.

As of December 31, 2025, the Company had foreign tax net operating loss carryforwards of $193.8 million, which will expire as follows:

In addition, the Company's state tax net operating loss carryforwards of $58.2 million will expire periodically from 2026 through 2044, U.S. foreign tax credit carryforwards of $43.6 million will expire periodically from 2027 through 2034 and U.S. federal research and expenditure credit carryforwards of $1.9 million will expire periodically from 2034 through 2044.

The Company has not provided additional deferred taxes with respect to items such as certain foreign exchange gains or losses, foreign withholding taxes or additional state taxes, if any, on undistributed earnings attributable to foreign subsidiaries and it is not practical to determine the income tax liability that would be payable if such earnings were not reinvested indefinitely. Gross undistributed earnings reinvested indefinitely in foreign subsidiaries aggregated approximately $2,987.3 million as of December 31, 2025.

Based upon the current Organization for Economic Co-operation and Development (OECD) rules and administrative guidance, as well as the related legislation of those countries which has been enacted to date, the Company does not anticipate being subject to material minimum foreign taxes. The Company is continuing to monitor the potential impact of the Pillar Two proposals for a minimum effective tax rate and related developments on our Consolidated Financial Statements and related disclosures, including eligibility for any transitional safe harbor rules.

Accounting for uncertainty in income taxes

A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2025 and 2024 is as follows:

As of December 31, 2025 and 2024, approximately $41.2 million and $36.4 million, respectively, of the unrecognized tax benefits would impact the Company's provision for income taxes and effective income tax rate, if recognized. Total estimated accrued interest and penalties related to the underpayment of income taxes was $7.0 million and $7.1 million as of December 31, 2025 and 2024, respectively.

The Company is subject to taxation in the U.S. and various state and foreign jurisdictions. The major jurisdictions which remain subject to examination after 2014 include the U.S., Germany, India, and Spain.

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 the Company's operating results. At this time, it is not possible to estimate the range of change due to the uncertainty of potential outcomes.

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(16) Valuation and Qualifying Accounts

Trade accounts receivable and accounts receivable balances included within the settlement assets are stated net of credit losses. Historically, the Company has not experienced significant write-offs. The Company records an allowance for credit losses when it is probable that the accounts receivable balance will not be collected.

The following table provides a summary of the allowance for credit loss balances and activity for the years ended December 31, 2025, 2024 and 2023:

(17) Stock Plans

The Company has share-based compensation plans ("SCP") that allow it to grant restricted shares, or options to purchase shares, of common stock to certain current and prospective key employees, directors, and consultants of the Company. These awards generally vest over periods ranging from three to four years from the date of grant. Stock options are generally exercisable during the shorter of a ten-year term or the term of employment with the Company. With the exception of certain awards made to the Company's employees in Germany, Singapore and Malaysia, awards under the SCP are settled through the issuance of new shares under the provisions of the SCP. For Company employees in Germany, Singapore and Malaysia, certain awards are settled through the issuance of treasury shares, which also reduces the number of shares available for future issuance under the SCP. As of December 31, 2025, the Company has approximately 1.1 million in total shares remaining available for issuance under the SCP.

Share-based compensation expense was $55.1 million, $43.9 million, and $53.7 million for the years ended December 31, 2025, 2024 and 2023, respectively, and was recorded in salaries and benefits expense in the accompanying Consolidated Statements of Operations. The Company recorded a tax benefit of $2.3 million, $2.0 million, and $4.0 million during the years ended December 31, 2025, 2024 and 2023, respectively, for the portion of this expense that relates to foreign tax jurisdictions in which an income tax benefit is expected to be derived.

Stock options

Summary stock options activity is presented in the table below:

Options outstanding that are expected to vest are net of estimated future forfeitures. The Company received cash of $7.0 million, $14.9 million, and $5.4 million in connection with stock options exercised in the years ended December 31, 2025, 2024 and 2023, respectively. The intrinsic value of these options exercised was $2.0 million, $10.7 million, and $6.3 million in the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, unrecognized compensation expense related to nonvested stock options that are expected to vest totaled $30.4 million and will be recognized over the next 4 years, with an overall weighted-average period of 2.3 years. We did not grant any options in 2025. The following table provides the fair value of options granted under the SCP during 2024 and 2023, together with a description of the assumptions used to calculate the fair value using the Black-Scholes-Merton option-pricing model or Monte Carlo simulation model:

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During 2024, the Company granted approximately 562,785 options to executive officers, which vest evenly over a four-year term upon the achievement of a 10% increase over the share price on the date of grant for 30 consecutive days. During 2023, the Company granted approximately 596,127 options to executive officers, which vest evenly over a five-year term upon the achievement of a 10% increase over the share price on the date of grant for 30 consecutive days.

Restricted stock

Restricted stock awards vest based on the achievement of time-based service conditions and/or performance-based conditions. For certain awards, vesting is based on the achievement of more than one condition of an award with multiple time-based and/or performance-based conditions. The Company records related expenses for these awards that have performance-based conditions over the vesting period when the achievement of the award is probable of occurrence.

Summary restricted stock activity is presented in the table below:

The fair value of shares vested in the years ended December 31, 2025, 2024 and 2023 was $19.5 million, $18.9 million, and $14.8 million, respectively. As of December 31, 2025, there was $35.8 million of total unrecognized compensation cost related to unvested time-based restricted stock, which is expected to be recognized over a weighted-average period of 3.2 years. As of December 31, 2025, there was $44.0 million of total unrecognized compensation costs related to unvested performance-based restricted stock, which is expected to be recognized based on Company performance over a weighted-average period of 1.7 years. The weighted average grant date fair value of restricted stock granted during the years ended December 31, 2025, 2024 and 2023 was $83.68, $105.08 and $92.76 per share, respectively.

(18) Business Segment Information

Euronet's Chief Executive Officer (CEO) is the Chief Operating Decision Maker (CODM) and is responsible for assessing performance and making resource allocation decisions across the Company's operating segments. The CODM evaluates segment performance primarily based on financial metrics such as revenue, operating income, and other key performance indicators. In making resource allocation decisions, the CODM reviews segment operating income and revenue on a monthly basis to assess profitability and efficiency across segments. Additionally, the CODM considers forecast-to-actual variances in revenue, operating income, and key performance indicators as part of the forecasting process. These measures are used to guide decisions related to capital investments, personnel allocation, and strategic initiatives across the Company’s segments. The CODM also evaluates segment-level profitability and return on assets when making long-term investment decisions and assessing segment performance relative to strategic goals. The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

Euronet's reportable operating segments have been determined in accordance with ASC Topic 280, Segment Reporting ("ASC 280"). The Company currently operates in the following three reportable operating segments:

1. Through the EFT Processing Segment, the Company processes transactions for a network of ATMs and POS terminals across Europe, the Middle East, Africa, Asia Pacific and North America. The Company provides comprehensive electronic payment solutions consisting of ATM cash withdrawal services, ATM network participation, outsourced ATM and POS management solutions, credit, debit and prepaid card outsourcing, dynamic currency conversion, domestic and international surcharges and other value-added services. Through this segment, the Company also offers a suite of integrated electronic financial transaction software solutions for electronic payment and transaction delivery systems.

2. Through the epay Segment, the Company provides distribution, processing and collection services for prepaid mobile airtime and other electronic payment products in Europe, the Middle East, Asia Pacific, the United States, and South America.

3. Through the Money Transfer Segment, the Company provides global money transfer services under the brand names Ria and Xe. Ria provides global consumer-to-consumer money transfer services through a network of sending agents, Company-owned stores and Company-owned websites, disbursing money transfers through a worldwide correspondent network. Xe offers account-to-account international payment services to high-income individuals and small-to-medium sized businesses. Xe is also a provider of foreign currency exchange information. The Company also offers customers bill payment services, payment alternatives such as money orders and prepaid debit cards, comprehensive check cashing services, foreign currency exchange services and mobile top-up. Furthermore, Xe provides cash management solutions and foreign currency risk management services to small-to-medium sized businesses.

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In addition, the Company accounts for non-operating activity, share-based compensation expense, certain intersegment eliminations and the costs of providing corporate and other administrative services in its administrative division, "Corporate Services, Eliminations and Other." These services are not directly identifiable with the Company's reportable operating segments.

The following tables present the Company's results for the years ended December 31, 2025, 2024 and 2023:

For the Year Ended December 31, 2025

For the Year Ended December 31, 2024

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For the Year Ended December 31, 2023

Total revenues for the years ended December 31, 2025, 2024 and 2023, and property and equipment and total assets as of December 31, 2025 and 2024, summarized by geographic location, were as follows:

(19) Financial Instruments and Fair Value Measurements

Concentrations of credit risk

The Company's credit risk primarily relates to trade accounts receivable and cash and cash equivalents. The EFT Processing Segment's customer base includes the most significant international card organizations and certain banks in its markets. The epay Segment's customer base is diverse and includes several major retailers and/or distributors in markets that they operate. The Money Transfer Segment trade accounts receivable is primarily due from independent agents that collect cash from customers on the Company's behalf and generally remit the cash within one week. The Company performs ongoing evaluations of its customers' financial condition and limits the amount of credit extended, or purchases credit enhancement protection, when deemed necessary, but generally requires no collateral. See Note 16, Valuation and Qualifying Accounts, to the Consolidated Financial Statements for further disclosure.

The Company invests excess cash not required for use in operations primarily in high credit quality, short-term duration securities that the Company believes bear minimal risk.

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Fair value measurements

Fair value measurements used in the consolidated financial statements are based upon the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.

 Level 2 – Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

 Level 3 – Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the inputs that market participants would use in pricing.

The following table details financial assets measured and recorded at fair value on a recurring basis:

The carrying amounts of cash and cash equivalents, trade accounts receivable, trade accounts payable and short-term debt obligations are approximate fair values due to their short maturities. The carrying values of the Company's revolving credit agreements approximate fair values because interest is based on SOFR that resets at various intervals of less than one year. The Company estimates the fair value of the Convertible Notes and Senior Notes using quoted prices in inactive markets for identical liabilities (Level 2). As of December 31, 2025, the fair values of the 2030 Convertible Notes, 2049 Convertible Notes and Senior Notes were $932.2 million, $31.1 million and $700.9 million, respectively, with carrying values of $1,000.0 million, $33.2 million and $704.6 million, respectively.

(20) Litigation and Contingencies

From time to time, the Company is a party to legal or regulatory proceedings arising in the ordinary course of the Company's business. In accordance with U.S. GAAP, the Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Currently, there are no legal proceedings or regulatory findings which are both probable that a liability has been incurred and can be reasonably estimated that management believes, either individually or in the aggregate, would have a material adverse effect on the Company's consolidated financial condition or results of operations. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case.

Since July 2024, the Company has received multiple differing judicial decisions at the same tax court addressing withholding taxes on certain agency relationships within the Money Transfer Segment in Italy. The Company intends to appeal or has appealed these decisions to a higher court for ultimate resolution. Based on its assessment of the available facts and circumstances, including the differing judicial outcomes and ongoing appeals, management concluded that a loss is reasonably possible, but not probable, as defined under ASC 450, and therefore no liability has been recorded as of the reporting date. The principal amount of the potential withholding tax exposure for all open periods could be approximately EUR 19.4 million, exclusive of potential interest and penalties, if any.

In March 2025, the Company was notified of a fire, resulting in the loss of Malaysian Ringgit notes in the custody of a third-party service provider. The third-party service provider had the risk of loss based on the terms of the contractual arrangement. The bank note balance of approximately $11.0 million was moved to other receivables as of March 31, 2025. At this time the Company has determined that it is probable the other receivable will be recovered.

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(21) Commitments

As of December 31, 2025, the Company had $129.0 million of stand-by letters of credit/bank guarantees issued on its behalf, of which $1.7 million are collateralized by cash deposits held by the respective issuing banks.

Under certain circumstances, the Company grants guarantees in support of the obligations of subsidiaries. As of December 31, 2025, the Company granted off balance sheet guarantees for cash in various ATM networks amounting to $12.1 million over the terms of the cash supply agreements and performance guarantees amounting to approximately $82.4 million over the terms of the agreements with the customers.

From time to time, the Company enters into agreements with commercial counterparties that contain indemnification provisions, the terms of which may vary depending on the negotiated terms of each respective agreement. The amount of such potential obligations is generally not stated in the agreements. Euronet's liability under such indemnification provisions may be mitigated by relevant insurance coverage and may be subject to time and materiality limitations, monetary caps and other conditions and defenses. Such indemnification obligations include the following:

 In connection with contracts with financial institutions in the EFT Processing Segment, the Company is responsible for damage to ATMs and theft of ATM network cash that, generally, is not recorded on the Company's Consolidated Balance Sheets. As of December 31, 2025, the balance of such cash used in the Company's ATM networks for which the Company was responsible was approximately $460.3 million. The Company maintains insurance policies to mitigate this exposure;

 In connection with contracts with certain customers the Company is responsible for losses suffered by those customers and other parties as a result of the breach of its computer systems, including in particular, losses arising from fraudulent transactions made using information stolen through its processing systems. The Company maintains insurance policies to mitigate this exposure;

 In connection with the license of proprietary systems to customers, the Company provides certain warranties and infringement indemnities to the licensee, which generally warrant that such systems do not infringe on intellectual property owned by third parties and that the systems will perform in accordance with their specifications;

 Euronet has entered into purchase and service agreements with vendors and consulting agreements with providers of consulting services, pursuant to which the Company has agreed to indemnify certain of such vendors and consultants, respectively, against third-party claims arising from the Company's use of the vendor's product or the services of the vendor or consultant;

 In connection with acquisitions and dispositions of subsidiaries, operating units and business assets, the Company has entered into agreements containing indemnification provisions, which can be generally described as follows: (i) in connection with acquisitions of operating units or assets made by Euronet, the Company has agreed to indemnify the seller against third party claims made against the seller relating to the operating unit or asset and arising after the closing of the transaction, and (ii) in connection with dispositions made by Euronet, Euronet has agreed to indemnify the buyer against damages incurred by the buyer due to the buyer's reliance on representations and warranties relating to the subject subsidiary, operating unit or business assets in the disposition agreement if such representations or warranties were untrue when made; and

 Euronet has entered into agreements with certain third parties, including banks that provide fiduciary and other services to Euronet or to the Company's benefit plans. Under such agreements, the Company has agreed to indemnify such service providers for third-party claims relating to carrying out their respective duties under such agreements.

The Company is also required to meet minimum capitalization and cash requirements of various regulatory authorities in the jurisdictions in which the Company has money transfer operations. The Company has obtained surety bonds in compliance with money transfer licensing requirements of the applicable governmental authorities.

To date, the Company is not aware of any significant claims made by the indemnified parties or third parties to guarantee agreements with the Company and, accordingly, no liabilities were recorded as of December 31, 2025 or 2024.

(22) Related Party Transactions

The Company leases an airplane from a company owned by Mr. Michael J. Brown, Euronet's Chief Executive Officer, President, and Chairman of the Board of Directors. The airplane is leased for business use on a per flight hour basis at competitive commercial rates with no minimum usage requirement. Euronet incurred expenses of $0.5 million, $0.3 million, and $0.2 million during the years ended December 31, 2025, 2024 and 2023, respectively, for the use of this airplane.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our executive management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Exchange Act as of December 31, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the design and operation of these disclosure controls and procedures were effective as of such date to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Controls Over Financial Reporting

There has been no change in our internal control over financial reporting during the fourth quarter of 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management's Report on Internal Control Over Financial Reporting

To the Stockholders of Euronet Worldwide, Inc.:

Management is responsible for establishing and maintaining an effective internal control over financial reporting as this term is defined under Rule 13a-15(f) of the Securities Exchange Act of 1934 and has made organizational arrangements providing appropriate divisions of responsibility and has established communication programs aimed at assuring that its policies, procedures and principles of business conduct are understood and practiced by its employees. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management of Euronet Worldwide, Inc. assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2025. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 excluded CoreCard Corporation acquired as of October 30, 2025 with aggregate total assets of $221.8 million and total revenues of $12.7 million included in the Company’s consolidated financial statements as of and for the year ended December 31,2025. Based on these criteria and our assessment, we have determined that, as of December 31, 2025, the Company's internal control over financial reporting was effective.

The effectiveness of the Company's internal control over financial reporting as of December 31, 2025, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their audit report, included herein.

/s/ Michael J. Brown

Michael J. Brown

Chief Executive Officer

/s/ Rick L. Weller

Rick L. Weller

Chief Financial Officer and Chief Accounting Officer

February 26, 2026

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Item 9B. Other Information

During the fiscal quarter ended December 31, 2025, none of the Company’s directors or "officers," as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

None.

Part III

Item 10. Directors, Executive Officers and Corporate Governance

The information under “Election of Directors,” “Delinquent Section 16(a) Reports” (if applicable), "Employee and Director Stock Ownership; Insider Trading and Hedging Policy" and “Meetings and Committees of the Board of Directors” in the Proxy Statement for the 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025, is incorporated herein by reference. Information concerning our Code of Business Conduct and Ethics for our employees, including our Chief Executive Officer and Chief Financial Officer, is set forth under “Availability of Reports, Certain Committee Charters, and Other Information” in Part I of this Annual Report on Form 10-K and incorporated herein by reference. Information concerning executive officers is set forth under “Information about our Executive Officers” in Part I of this Annual Report on Form 10-K and incorporated herein by reference.

We intend to satisfy the requirement under Item 5.05 of Form 8-K to disclose any amendments to our Code of Business Conduct and Ethics and any waiver from a provision of our Code of Ethics by disclosing such information on a Form 8-K or on our Website at www.euronet.com under For Investors/Corporate Governance.

Item 11. Executive Compensation

The information under “Compensation Tables,” “Compensation Discussion and Analysis,” “Director Compensation,” “Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” in the Proxy Statement for the 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025, is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information under “Beneficial Ownership of Common Stock”, “Election of Directors” and "Compensation Tables - Shares Issuable under Stockholder Approved Plans" in the Proxy Statement for the 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025, is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information under “Certain Relationships and Related Transactions and Director Independence” in the Proxy Statement for the 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025, is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services

The information under “Audit Matters - Fees of the Company's Independent Auditors” and - "Audit Matters - Audit Committee Pre-Approval Policy" in the Proxy Statement for the 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025, is incorporated herein by reference.

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Part IV

Item 15. Exhibits and Financial Statement Schedules

(a) List of Documents Filed as Part of this Report.

1. Financial Statements

The Consolidated Financial Statements and accompanying notes, together with the report of KPMG LLP, appear in Part II, Item 8 - Financial Statements and Supplementary Data, of this Form 10-K.

2. Schedules

None.

3. Exhibits

The exhibits that are required to be filed or incorporated by reference herein are listed in the Exhibit Index below.

Exhibits

Exhibit Index

Exhibit Description

2.1 Agreement and Plan of Merger, dated July 30, 2025, by and among Euronet Worldwide, Inc., Genesis Merger Sub, Inc., and CoreCard Corporation (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed July 31, 2025 and incorporated by reference herein) 3.1 Certificate of Incorporation of Euronet Worldwide, Inc., as amended (filed as Exhibit 3.2 to the Company's Current Report on Form 8-K filed on May 22, 2009 and incorporated by reference herein) 3.2 Certificate of Amendment to Certificate of Incorporation of Euronet Worldwide, Inc. (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 22, 2009 and incorporated by reference herein) 3.3 Amended and Restated Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed on March 29, 2013, and incorporated herein by reference) 3.4 Amended and Restated Bylaws of Euronet Worldwide, Inc. (filed as Exhibit 3.2 to the Company's Current Report on Form 8-K filed on February 28, 2017, and incorporated herein by reference) 4.1 Indenture, dated May 22, 2019, between Euronet Worldwide, Inc. and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on May 22, 2019 and incorporated by reference herein) 4.2 Supplemental Indenture, dated May 22, 2019, between Euronet Worldwide, Inc. and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K filed on May 22, 2019 and incorporated by reference herein) 4.3 Form of 1.375% Senior Note due 2026 (included as Exhibit A to Exhibit 4.1 above). 4.4 Indenture, dated March 18, 2019, between the Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on March 18, 2019 and incorporated by reference herein)

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4.5 Form of 0.75% Convertible Senior Note due 2049 (included as Exhibit A to Exhibit 4.4 above)

4.6 Description of Securities (filed as Exhibit 4.6 to the Company's Annual Report on Form 10-K filed on March 3, 2020 and incorporated herein by reference. 4.7 Indenture, dated August 15, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 18, 2025, and incorporated by reference herein) 4.8 Form of 0.625% Convertible Senior Notes due 2030 (filed as Exhibit A to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 18, 2025, and incorporated by reference herein) 10.1 Form of Employee Restricted Stock Grant Agreement pursuant to Euronet Worldwide, Inc. 2006 Stock Incentive Plan (filed as Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q filed on August 4, 2006, and incorporated by reference herein) (2) 10.2 Employment Agreement dated June 19, 2007 between Euronet Worldwide, Inc. and Kevin J. Caponecchi (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 25, 2007, and incorporated by reference herein) (2) 10.3 Amended and Restated Employment Agreement dated April 10, 2008 between Euronet Worldwide, Inc. and Michael J. Brown, Chairman and Chief Executive Officer (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on May 9, 2008, and incorporated by reference herein) (2) 10.4 Amended and Restated Employment Agreement dated April 10, 2008 between Euronet Worldwide, Inc. and Rick L. Weller, Executive Vice President and Chief Financial Officer (filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on May 9, 2008, and incorporated by reference herein) (2) 10.5 Amended and Restated Employment Agreement dated April 10, 2008 between Euronet Worldwide, Inc. and Juan C. Bianchi, Executive Vice President and Managing Director, Money Transfer Segment (filed as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q filed on May 9, 2008, and incorporated by reference herein) (2) 10.6 Form of Indemnification Agreement, (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 22, 2008, and incorporated by reference herein) 10.7 Euronet Worldwide, Inc. 2006 Stock Incentive Plan, as amended and restated (filed as Appendix B to the Company's Definitive Proxy Statement filed on April 4, 2021, and incorporated by reference herein) (2) 10.8 Form of Nonqualified Stock Option Agreement, as amended, pursuant to Euronet Worldwide, Inc. 2006 Stock Incentive Plan (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on May 7, 2010 and incorporated by reference herein) (2) 10.9.1 Employment Agreement dated May 21, 2018 between Euronet Worldwide, Inc. and Nikos Fountas (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 23, 2018 and incorporated by reference herein) (2) 10.9.2 Deed of Amendment to the Service Agreement dated May 21, 2018 between Euronet Worldwide, Inc. and Nikos Fountas (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 3, 2018 and incorporated by reference herein) (2) 10.10 Bonus Compensation Agreement between Euronet Worldwide, Inc. and Nikos Fountas, Senior Vice President - Managing Director, Europe EFT Processing Segment (filed as Exhibit 10.26 to the Company's Annual Report on Form 10-K filed on February 25, 2011 and incorporated by reference herein) (2)

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10.11 Euronet Worldwide, Inc. Employee Stock Purchase Plan, as amended (filed as Exhibit 10.18 to the Company's Annual Report on Form 10-K filed on February 26, 2016 and incorporated by reference herein) (2)

10.12 Euronet Worldwide, Inc. Executive Annual Incentive Plan, as amended and restated (filed as Appendix B to the Company's Definitive Proxy Statement on Form DEF 14A filed on April 8, 2016 and incorporated by reference herein) (2) 10.13 Form of Nonqualified Stock Option Agreement, as amended, pursuant to Euronet Worldwide, Inc. 2006 Stock Incentive Plan (filed as Exhibit 10.19 to the Company's Annual Report on Form 10-K filed on March 1, 2018 and incorporated by reference herein) (2) 10.14 Form of Restricted Stock Unit Agreement, as amended, pursuant to Euronet Worldwide, Inc. 2006 Stock Incentive Plan (filed as Exhibit 10.20 to the Company's Annual Report on Form 10-K filed on March 1, 2018 and incorporated by reference herein) (2) 10.15 Second Amended and Restated Credit Agreement dated as of December 17, 2024 among Euronet Worldwide, Inc. and certain subsidiaries, as borrowers, the lenders party thereto, Bank of America, N.A., as administrative agent, Wells Fargo Bank, HSBC Bank USA, National Association and U.S. Bank National Association, Fifth Third Bank, as co-syndication agents, et al. (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 19, 2024 and incorporated by reference herein) 10.16 Form of Confirmation for Capped Call Transactions (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 18, 2025, and incorporated by reference herein) 19.1 Policy Relating to Insider Trading and Confidentiality of Information Amended on July 14 2025 21.1 Subsidiaries of the Registrant (1) 23.1 Consent of Independent Registered Public Accounting Firm (1) 31.1 Section 302 — Certification of Chief Executive Officer (1) 31.2 Section 302 — Certification of Chief Financial Officer (1) 32.1 Section 906 Certification of Chief Executive Officer (3) 32.2 Section 906 Certification of Chief Financial Officer (3) 97.1 Incentive Compensation Clawback Policy (1) (filed as Exhibit 97.1 to the Company's Annual Report on Form 10-K filed on February 25, 2025, and incorporated by reference herein) (101) The following materials from Euronet Worldwide, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2025 and 2024, (ii) Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023, (iii) Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2025, 2024 and 2023, (iv) Consolidated Statements of Changes in Equity for the years ended December 31, 2025, 2024 and 2023, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023, and (vi) Notes to the Consolidated Financial Statements. (104) Cover Page Interactive Data File (contained in Exhibit 101)

(1) Filed herewith.

(2) Management contracts and compensatory plans and arrangements required to be filed as Exhibits pursuant to Item 15(a) of this report.

(3) Pursuant to Item 601(b)(32) of Regulation S-K, this Exhibit is furnished rather than filed with this Form 10-K.

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PLEASE NOTE: Pursuant to the rules and regulations of the SEC, we have filed or incorporated by reference the agreements referenced above as exhibits to this Annual Report on Form 10-K. The agreements have been filed to provide investors with information regarding their respective terms. The agreements are not intended to provide any other factual information about the Company or its business or operations. In particular, the assertions embodied in any representations, warranties and covenants contained in the agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to investors and may be qualified by information in confidential disclosure schedules not included with the exhibits. These disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the agreements. Moreover, certain representations, warranties and covenants in the agreements may have been used for the purpose of allocating risk between the parties, rather than establishing matters as facts. In addition, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the respective agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures. Accordingly, investors should not rely on the representations, warranties and covenants in the agreements as characterizations of the actual state of facts about the Company or its business or operations on the date hereof.

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Signatures

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

Euronet Worldwide, Inc.

Date: February 26, 2026

Michael J. Brown

Chairman of the Board of Directors, Chief Executive

Officer, President and Director (principal executive officer)

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