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What changed in Paysafe Ltd's 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of Paysafe Ltd's 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+534 added−493 removedSource: 20-F (2026-03-03) vs 20-F (2025-03-04)

Top changes in Paysafe Ltd's 2025 20-F

534 paragraphs added · 493 removed · 386 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

101 edited+20 added−6 removed366 unchanged
Biggest changeWe rely on third parties in many aspects of our business, including the following: • payment processing services from various service providers in order to allow us to process payments for merchants and customers and to properly code such transactions; • payment networks; • connectivity, routing and payment orchestration providers; • banks; • payment processors; • payment gateways that link us to the payment card and bank clearing networks to process transactions; • third parties that provide certain outsourced customer support functions, which are critical to our operations; • third parties that provide KYC information and services (for example, through our embedded financing offering we offer an integrated digital wallet solution to third parties, which may result in certain KYC services being outsourced to third parties); and • third parties that provide IT-related services including data center facilities and cloud computing and compliance and risk functions.
Biggest changeWe rely on third parties in many aspects of our business, including the following: • payment processing services from various service providers in order to allow us to process payments for merchants and customers and to properly code such transactions; • payment networks; • connectivity, routing and payment orchestration providers; • banks; • payment processors; • payment gateways that link us to the payment card and bank clearing networks to process transactions; • third parties that provide certain outsourced customer support functions, which are critical to our operations; • third parties that provide KYC information and services (for example, through our embedded financing offering we offer an integrated digital wallet solution to third parties, which may result in certain KYC services being outsourced to third parties); and • third parties that provide IT-related services including data center facilities, cloud computing and compliance and risk functions, and other operational support services This reliance exposes us to increased operational risk and the proliferation of Artificial Intelligence and Machine Learning embedded in any third party services may lead to regulatory or legal action, for example, breach of a third parties intellectual property rights or incorrect understanding or decisioning in our use of third party provided products and services.
The First Lien Term Loan Borrowers and the Revolving Credit Borrowers are collectively referred to in this section as the “Borrowers.” 1 Interest Rate and Fees Borrowings under the USD First Lien Term Loan bear interest at a rate per annum equal to USD SOFR, determined in accordance with the credit agreements (including a floor of 0.50% per annum), plus the applicable margin (which is currently 2.75%) and credit spread adjustment ("CSA").
The First Lien Term Loan Borrowers and the Revolving Credit Borrowers are collectively referred to in this section as the “Borrowers.” Interest Rate and Fees 1 Borrowings under the USD First Lien Term Loan bear interest at a rate per annum equal to USD SOFR, determined in accordance with the credit agreements (including a floor of 0.50% per annum), plus the applicable margin (which is currently 2.75%) and credit spread adjustment ("CSA").
Uncertainty about global and regional economic and political events and conditions may impact our ability to conduct business in certain areas and may result in consumers and businesses postponing or lowering spending in response to, among other factors: • tighter credit; • inflation; • supply chain issues; • financial market volatility; 5 • fluctuations in foreign currency exchange rates and interest rates; • changes and uncertainties related to government fiscal and tax policies, U.S. and international trade relationships, agreements, policies, treaties and restrictive actions, including increased duties, tariffs, or other restrictive actions; • higher unemployment; • consumer debt levels or reduced consumer confidence; • complying with all applicable restrictions and sanctions that may impact our operations; • government austerity programs; • political or social unrest, economic instability, repression or human rights issues; • import or export regulations; • war and terrorism; and • other negative financial news, macroeconomic developments or pandemics.
Uncertainty about global and regional economic and political events and conditions may impact our ability to conduct business in certain areas and may result in consumers and businesses postponing or lowering spending in response to, among other factors: 5 • tighter credit; • inflation; • supply chain issues; • financial market volatility; • fluctuations in foreign currency exchange rates and interest rates; • changes and uncertainties related to government fiscal and tax policies, U.S. and international trade relationships, agreements, policies, treaties and restrictive actions, including increased duties, tariffs, or other restrictive actions; • higher unemployment; • consumer debt levels or reduced consumer confidence; • complying with all applicable restrictions and sanctions that may impact our operations; • government austerity programs; • political or social unrest, economic instability, repression or human rights issues; • import or export regulations; • war and terrorism; and • other negative financial news, macroeconomic developments or pandemics.
Our corporate governance documents include provisions: • authorizing blank check preference shares, which could be issued without shareholder approval and with voting, liquidation, dividend and other rights superior to our Company Common Shares; • providing that any action required or permitted to be taken by our shareholders must be taken at a duly called annual or special meeting of such shareholders and may not be taken by any consent in writing by such shareholders; provided that for so long as our Principal Shareholders beneficially own, collectively, at least 30% of the issued and outstanding shares carrying the right to vote at general meetings at the relevant time, any action (except the removal of a director or an auditor) which may be done by resolution of the shareholders in a general meeting may also be done by resolution in writing, signed by the shareholders who at the date of the notice of the resolution in writing represent not less than the minimum number of votes as would be required to pass the resolution if the resolution was voted on at a quorate meeting of the shareholders; • requiring, to the fullest extent permitted by applicable law, advance notice of shareholder proposals for business to be conducted at meetings of our shareholders and for shareholder-proposed nominations of candidates for election to our board of directors; • establishing a classified board of directors, so that not all members of our board are elected at one time, with the election of directors requiring only a plurality of votes cast; 26 • providing that certain actions required or permitted to be taken by our shareholders, including amendments to the Company Bye-laws and certain specified corporate transactions, may be effected only with the approval of our board of directors, in addition to any other vote required by the Company Bye-laws and/or applicable law; • prohibiting us from engaging in a business combination with a person who acquires at least 10% of our Company Common Shares for a period of three years from the date such person acquired such common shares unless approved by the Company Board and authorized at an annual or special meeting of shareholders by the affirmative vote of at least two-thirds of our issued and outstanding voting shares that are not owned by such person, subject to certain exceptions.
Our corporate governance documents include provisions: • authorizing blank check preference shares, which could be issued without shareholder approval and with voting, liquidation, dividend and other rights superior to our Company Common Shares; • providing that any action required or permitted to be taken by our shareholders must be taken at a duly called annual or special meeting of such shareholders and may not be taken by any consent in writing by such shareholders; provided that for so long as our Principal Shareholders beneficially own, collectively, at least 30% of the issued and outstanding shares carrying the right to vote at general meetings at the relevant time, any action (except the removal of a director or an auditor) which may be done by resolution of the shareholders in a general meeting may also be done by resolution in writing, signed by the shareholders who at the date of the notice of the resolution in writing represent not less than the minimum number of votes as would be required to pass the resolution if the resolution was voted on at a quorate meeting of the shareholders; • requiring, to the fullest extent permitted by applicable law, advance notice of shareholder proposals for business to be conducted at meetings of our shareholders and for shareholder-proposed nominations of candidates for election to our board of directors; • establishing a classified board of directors, so that not all members of our board are elected at one time, with the election of directors requiring only a plurality of votes cast; • providing that certain actions required or permitted to be taken by our shareholders, including amendments to the Company Bye-laws and certain specified corporate transactions, may be effected only with the approval of our board of directors, in addition to any other vote required by the Company Bye-laws and/or applicable law; • prohibiting us from engaging in a business combination with a person who acquires at least 10% of our Company Common Shares for a period of three years from the date such person acquired such common shares unless approved by the Company Board and authorized at an annual or special meeting of shareholders by the affirmative vote of at least two-thirds of our issued and outstanding voting shares that are not owned by such person, subject to certain exceptions.
Noncompliance with those requirements constitutes a criminal offense that may lead to criminal prosecution, as well a violation of applicable laws governing the payment services and electronic money industry in the relevant jurisdictions, which may lead to injunctions, penalties and sanctions against the Company’s regulated subsidiaries as well as the person seeking to hold, acquire or increase the qualifying holding (including, but not limited to, substantial fines, public censure and prison sentences), may subject the relevant transactions to cancellation or forced sale, and may result in increased regulatory compliance requirements or other potential regulatory restrictions on our business (including in respect of matters such as corporate governance, restructurings, mergers and acquisitions, financings and distributions), enforced suspension of operations, cancellation of corporate resolutions made on the basis of such qualifying holding, restitution to customers, removal of board members, suspension of voting rights and variation, cancellation or withdrawal of licenses and authorizations.
Noncompliance with those requirements constitutes a criminal offense that may lead to criminal prosecution, as well a violation of applicable laws governing the payment services and electronic money industry in the relevant jurisdictions, which may lead to injunctions, penalties and sanctions against the Company’s regulated subsidiaries as well as the person seeking to hold, acquire or increase the qualifying holding (including, but not limited to, substantial fines, public censure and prison sentences), may subject the relevant transactions to cancellation or forced sale, and may result in increased regulatory compliance 20 requirements or other potential regulatory restrictions on our business (including in respect of matters such as corporate governance, restructurings, mergers and acquisitions, financings and distributions), enforced suspension of operations, cancellation of corporate resolutions made on the basis of such qualifying holding, restitution to customers, removal of board members, suspension of voting rights and variation, cancellation or withdrawal of licenses and authorizations.
This provision shall not apply to our Principal Shareholders and any of their respective direct or indirect transferees; • limiting the filling of vacancies or newly created seats on the Company Board between general meetings to the decision of our board of directors then in office at any time when our Principal Shareholders beneficially own, collectively, less than 30% of the issued and outstanding shares carrying the right to vote at general meetings at the relevant time, subject to the rights granted to one or more series of preference shares then outstanding or the rights granted under the Shareholders Agreement; and • providing that directors may be removed by shareholders only by resolution with or without cause upon the affirmative vote of a majority of our issued and outstanding voting shares; provided, however, at any time when our Principal Shareholders beneficially own, collectively, less than 30% of the issued and outstanding shares carrying the right to vote at general meetings at the relevant time, directors may only be removed for cause (as determined by the Company Board), and only upon the affirmative vote of holders of at least 66 2/3% of the issued and outstanding shares carrying the right to vote at general meetings at the relevant time, voting together as a single class.
This provision shall not apply to our Principal Shareholders and any of their respective direct or indirect transferees; • limiting the filling of vacancies or newly created seats on the Company Board between general meetings to the decision of our board of directors then in office at any time when our Principal Shareholders beneficially own, collectively, less than 30% of the issued and outstanding shares carrying the right to vote at general meetings at the relevant time, subject to the rights granted to one or more series of preference shares then outstanding or the rights granted under the Shareholders Agreement; and • providing that directors may be removed by shareholders only by resolution with or without cause upon the affirmative vote of a majority of our issued and outstanding voting shares; provided, however, at any time when our Principal Shareholders beneficially own, collectively, less than 30% of the issued and outstanding shares carrying the right to vote at general meetings at the relevant time, directors may only be removed for cause (as determined by the Company Board), and only 27 upon the affirmative vote of holders of at least 66 2/3% of the issued and outstanding shares carrying the right to vote at general meetings at the relevant time, voting together as a single class.
For example, in the past, we have experienced the loss of three important banking relationships for our Digital Wallet business, which resulted in a higher concentration risk with our remaining banking partners; • new banking relationships : due to our focus on large entertainment verticals and the associated risks, there may be a long lead time associated with establishing new or replacing banking and non-bank payment partner relationships due to the extensive level of compliance due diligence required by the banks and providers; • loss of a banking product : many of our products rely on banks providing payments capability to us.
For example, in the past, we have experienced the loss of three important banking relationships for our Digital Wallet business, which resulted in a higher concentration risk with our remaining banking partners; 7 • new banking relationships : due to our focus on large entertainment verticals and the associated risks, there may be a long lead time associated with establishing new or replacing banking and non-bank payment partner relationships due to the extensive level of compliance due diligence required by the banks and providers; • loss of a banking product : many of our products rely on banks providing payments capability to us.
We may be and in some cases have been subject to claims, lawsuits (including class action lawsuits), government or regulatory investigations, subpoenas, inquiries or audits, and other adverse legal proceedings involving areas such as intellectual property, consumer protection, privacy, data protection, biometric data processing, artificial intelligence, gambling, labor and employment, immigration, competition, accessibility, securities, tax, marketing and communications practices, commercial disputes, anti-money 21 laundering, anti-corruption, counter-terrorist financing, sanctions and other matters.
We may be and in some cases have been subject to claims, lawsuits (including class action lawsuits), government or regulatory investigations, subpoenas, inquiries or audits, and other adverse legal proceedings involving areas such as intellectual property, consumer protection, privacy, data protection, biometric data processing, artificial intelligence, gambling, labor and employment, immigration, competition, accessibility, securities, tax, marketing and communications practices, commercial disputes, anti-money laundering, anti-corruption, counter-terrorist financing, sanctions and other matters.
If we were to violate laws or regulations governing money transmitters or electronic fund transfers, either in the UK, Ireland, Switzerland, the United States, Canada or elsewhere, including as a result of any failure by our employees to correctly apply our KYC 19 procedures, this could result in a requirement for future compliance, fines, other forms of liability and/or force us to change business practices or to cease operations altogether.
If we were to violate laws or regulations governing money transmitters or electronic fund transfers, either in the UK, Ireland, Switzerland, the United States, Canada or elsewhere, including as a result of any failure by our employees to correctly apply our KYC procedures, this could result in a requirement for future compliance, fines, other forms of liability and/or force us to change business practices or to cease operations altogether.
These restrictions limit the ability of certain of our subsidiaries to, among other things: • incur additional indebtedness and make guarantees; • create liens on assets; • engage in mergers or consolidations or make fundamental changes; • sell assets; • pay dividends and distributions or repurchase share capital; • make investments, loans and advances, including acquisitions; • engage in certain transactions with affiliates; • enter into certain burdensome agreements; • make changes in the nature of their business; and • make prepayments of junior debt.
These restrictions limit the ability of certain of our subsidiaries to, among other things: • incur additional indebtedness and make guarantees; • create liens on assets; • engage in mergers or consolidations or make fundamental changes; • sell assets; • pay dividends and distributions or repurchase share capital; • make investments, loans and advances, including acquisitions; 23 • engage in certain transactions with affiliates; • enter into certain burdensome agreements; • make changes in the nature of their business; and • make prepayments of junior debt.
If, for any reason, any banks, payment card schemes, issuers or financial institutions cease to supply us with the services we require to conduct our business, or the terms on which such services are provided were to become less favorable or be canceled, or a contractual 8 claim made against us, it could impact our ability to provide our payment services, or the basis on which we are able to provide such services.
If, for any reason, any banks, payment card schemes, issuers or financial institutions cease to supply us with the services we require to conduct our business, or the terms on which such services are provided were to become less favorable or be canceled, or a contractual claim made against us, it could impact our ability to provide our payment services, or the basis on which we are able to provide such services.
Certain of our agreements may provide that intellectual property arising under these agreements, such as data valuable to our business, will be owned by the counterparty, in which case, we may not have adequate rights to use such data or may not have exclusivity with respect to the use of such data, which could result in third parties, including our competitors, being able to use such data to compete with us.
Certain of our agreements may provide that intellectual property arising under these agreements, such as data valuable to our business, will be owned by the counterparty, in which case, we may not have adequate rights to use or sell such data or may not have exclusivity with respect to the use of such data, which could result in third parties, including our competitors, being able to use such data to compete with us.
Any negative publicity about our industry or our company, the quality and reliability of our products and services, our risk management processes, changes to our products and services, our ability to effectively manage and resolve customer complaints, our privacy, data protection, and information security practices, litigation, regulatory activity, policy positions, and the experience of our customers with our products or services could adversely affect our reputation and the confidence in and use of our products and services.
Any negative publicity about our industry or our company, the quality and reliability of our products and services, our risk management processes, changes to our products and services, our ability to effectively manage and resolve customer complaints, our privacy, data protection, and 11 information security practices, litigation, regulatory activity, policy positions, and the experience of our customers with our products or services could adversely affect our reputation and the confidence in and use of our products and services.
Moreover, even if successfully defended, the process may result in us incurring considerable costs and require significant management resource and time. Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risks, which could expose us to losses and liability and otherwise harm our business.
Moreover, even if successfully defended, the process may result in us incurring considerable costs and require significant management resource and time. 14 Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risks, which could expose us to losses and liability and otherwise harm our business.
Furthermore, any changes in other jurisdictions to the political and social perception of running a business out of a tax-friendly jurisdiction or any action by HMRC or any other tax authority to investigate our tax arrangements could result in adverse publicity and reputational damage for us, which could have an adverse effect on our business, financial condition, results of operations and prospects.
Furthermore, any changes in other jurisdictions to the political and social perception of running a business out of a tax-friendly jurisdiction or any action by HMRC or any other tax authority to investigate our tax arrangements could result in adverse publicity and 21 reputational damage for us, which could have an adverse effect on our business, financial condition, results of operations and prospects.
We may become an unwitting party to fraud or be deemed to be handling proceeds resulting from the criminal activity of our customers. 13 As an online payment company, we are vulnerable to fraud and criminal activity due to the convenience, immediacy and in some cases anonymity of transferring funds from one account to another and subsequently withdrawing them.
We may become an unwitting party to fraud or be deemed to be handling proceeds resulting from the criminal activity of our customers. As an online payment company, we are vulnerable to fraud and criminal activity due to the convenience, immediacy and in some cases anonymity of transferring funds from one account to another and subsequently withdrawing them.
Further, our business may be constrained by current and future laws and regulations governing the development, use and deployment of artificial intelligence (including machine learning) technologies. These laws and regulations are continuously and rapidly evolving, and 17 there is no single global regulatory framework, creating further uncertainties regarding compliance with such laws and regulations.
Further, our business may be constrained by current and future laws and regulations governing the development, use and deployment of artificial intelligence (including machine learning) technologies. These laws and regulations are continuously and rapidly evolving, and there is no single global regulatory framework, creating further uncertainties regarding compliance with such laws and regulations.
We also expect that if we were required to comply with the rules and regulations applicable to U.S. domestic issuers, it could make it more difficult and expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.
We also expect that if we were required to comply with the rules and regulations applicable 26 to U.S. domestic issuers, it could make it more difficult and expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.
If we are unable to attract or retain suitably skilled or qualified personnel then this could have a material adverse effect on our results of operations, financial condition and future prospects. 15 We face substantial and increasingly intense competition worldwide in the global payments industry.
If we are unable to attract or retain suitably skilled or qualified personnel then this could have a material adverse effect on our results of operations, financial condition and future prospects. We face substantial and increasingly intense competition worldwide in the global payments industry.
A deterioration in reported earnings as a result of currency exchange rate fluctuations could lead to a covenant breach and result in an event of default in our agreements relating to our outstanding indebtedness which, if not cured or waived, could result in our being required to repay these borrowings 23 before their due date.
A deterioration in reported earnings as a result of currency exchange rate fluctuations could lead to a covenant breach and result in an event of default in our agreements relating to our outstanding indebtedness which, if not cured or waived, could result in our being required to repay these borrowings before their due date.
Additionally, if one of our banking providers cease to supply us services, that could lead to an increase in costs to continue to offer those services via alternative means, particularly where the service is provided in multiple currencies due to the incursion of additional foreign transaction fees.
Additionally, if one of our 8 banking providers cease to supply us services, that could lead to an increase in costs to continue to offer those services via alternative means, particularly where the service is provided in multiple currencies due to the incursion of additional foreign transaction fees.
Due to ongoing developments in e-money regulation, we obtain advice from external counsel as required in order to assess any applicable risk and, where necessary, will limit the extent of our operations in a particular jurisdiction or will consider whether to obtain a license in such jurisdiction.
Due to ongoing developments in e-money regulation, we obtain advice from external counsel as required in order to assess any applicable risk and, where necessary, will limit the extent of our operations in a particular jurisdiction or will consider whether to obtain a license 18 in such jurisdiction.
Changes in tax law, changes in our effective tax rate or exposure to additional tax liabilities could affect our profitability and financial condition. 20 We carry out our business operations through entities in multiple foreign jurisdictions. As such, we are required to file corporate income tax returns that are subject to foreign tax laws.
Changes in tax law, changes in our effective tax rate or exposure to additional tax liabilities could affect our profitability and financial condition. We carry out our business operations through entities in multiple foreign jurisdictions. As such, we are required to file corporate income tax returns that are subject to foreign tax laws.
The loss, destruction or unauthorized modification of merchant or consumer data by us or our contracted third parties could result in significant fines, sanctions, proceedings or actions against us by governmental bodies, regulatory and supervisory bodies, the payment networks, 4 consumers, merchants or others, and could harm our business and reputation.
The loss, destruction or unauthorized modification of merchant or consumer data by us or our contracted third parties could result in significant fines, sanctions, proceedings or actions against us by governmental bodies, regulatory and supervisory bodies, the payment networks, consumers, merchants or others, and could harm our business and reputation.
As a result, our IT and information management systems may fail to operate properly (for example, by capturing customer data erroneously) or become disabled as a result of events that are beyond our control, such as an usually high increase in 12 transaction volume.
As a result, our IT and information management systems may fail to operate properly (for example, by capturing customer data erroneously) or become disabled as a result of events that are beyond our control, such as an usually high increase in transaction volume.
Even in countries where cryptocurrencies are permitted, businesses associated with cryptocurrencies have had and may continue to have their existing accounts with banks and financial institutions closed or services discontinued, and offering cryptocurrency services may cause difficulties in obtaining or maintaining our relationships with sponsor banks and payment card networks.
Additionally, even in countries where cryptocurrencies are permitted, businesses associated with cryptocurrencies have had and may continue to have their existing accounts with banks and financial institutions closed or services discontinued, and offering cryptocurrency services may cause difficulties in obtaining or maintaining our relationships with sponsor banks and payment card networks.
Furthermore, consideration would be given by a Bermuda court to allow derivative action rights where acts that are alleged to constitute a fraud 27 against the minority shareholders or where an act requires the approval of a greater percentage of our shareholders than actually approved it.
Furthermore, consideration would be given by a Bermuda court to allow derivative action rights where acts that are alleged to constitute a fraud against the minority shareholders or where an act requires the approval of a greater percentage of our shareholders than actually approved it.
Such outsourcing arrangements require the prior approval of the relevant regulatory bodies. Furthermore, any changes to our existing critical and important outsourced functions may be subject to regulatory approvals which, if not satisfied or obtained, may prevent us from initiating the change.
Such outsourcing arrangements require the prior 10 approval of the relevant regulatory bodies. Furthermore, any changes to our existing critical and important outsourced functions may be subject to regulatory approvals which, if not satisfied or obtained, may prevent us from initiating the change.
Any failure to account accurately for customer and merchant funds or to fail to comply with applicable regulatory requirements could result in reputational harm, lead customers to discontinue or reduce their use of our products and result in significant penalties and fines, which could materially harm our business.
Any failure to account accurately for customer and merchant 12 funds or to fail to comply with applicable regulatory requirements could result in reputational harm, lead customers to discontinue or reduce their use of our products and result in significant penalties and fines, which could materially harm our business.
The nature of that appointment can also vary from country to country. Banks and distributors may take the approach that they will only enter into a relationship with entities subject to local laws and supervision. Additionally, Skrill USA is registered with the U.S.
The nature of that appointment can also vary from country to country. Banks, merchants and distributors may take the approach that they will only enter into a relationship with entities subject to local laws and supervision. Additionally, Skrill USA is registered with the U.S.
Changes to and interpretations of the network rules that were inconsistent with the way we operated 9 has, in the past, required us to make changes to our business, and any future changes to or interpretations of the network rules that are inconsistent with the way we currently operate may require us to make changes to our business that could be costly or difficult to implement.
Changes to and interpretations of the network rules that were inconsistent with the way we operated has, in the past, required us to make changes to our business, and any future changes to or interpretations of the network rules that are inconsistent with the way we currently operate may require us to make changes to our business that could be costly or difficult to implement.
We are also subject to oversight by various governmental agencies and authorities in the countries and localities in which we operate. In light of the current conditions in the global financial markets and economy, lawmakers and regulators have increased their focus on the regulation of the financial services industry.
We are also subject to oversight by various governmental agencies and authorities in the countries and localities in which we operate. In light of the current conditions in the global financial markets and economy, lawmakers and regulators have increased their focus on 17 the regulation of the financial services industry.
Despite our current level of indebtedness, we may be able to incur substantially more debt and enter into other transactions which could further exacerbate the risks to our financial condition described above. 22 We may be able to incur significant additional indebtedness in the future.
Despite our current level of indebtedness, we may be able to incur substantially more debt and enter into other transactions which could further exacerbate the risks to our financial condition described above. We may be able to incur significant additional indebtedness in the future.
We depend on key management, as well as our experienced and capable employees, and any failure to attract, motivate, and retain our employees could harm our ability to maintain and grow our business. We depend upon the continued services and performance of our directors and key senior management.
We depend on key management, as well as our experienced and capable employees, and any failure to attract, motivate, and retain our employees could harm our ability to maintain and grow our business. 15 We depend upon the continued services and performance of our directors and key senior management.
A pandemic may also lead to slowed growth or decline in new demand for our products and services and lower demand from our existing merchants for expansion within our products and services, as well as existing and potential merchants reducing or delaying purchasing decisions.
A pandemic may also lead to slowed growth or decline in new demand for our products and services and lower demand from our existing merchants 6 for expansion within our products and services, as well as existing and potential merchants reducing or delaying purchasing decisions.
Additionally, these laws and regulations may change or 18 be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible they will be interpreted and applied in ways that will materially and adversely affect our business.
Additionally, these laws and regulations may change or be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible they will be interpreted and applied in ways that will materially and adversely affect our business.
Participants are subject to audit by the payment networks to ensure compliance with applicable rules and standards. The networks .may fine, penalize or suspend the registration of participants for certain acts or omissions or the failure of the participants to comply with applicable rules and standards.
Participants are subject to audit by the payment networks to ensure compliance with applicable rules and standards. The networks may fine, penalize or suspend the registration of participants for certain acts or omissions or the failure of the participants to comply with applicable rules and 9 standards.
Regardless of the outcome, such matters can have an adverse impact, which may be material, on our business, financial condition and results of operations because of legal costs, diversion of management resources, reputational damage, and other factors. Determining reserves for our pending litigation and regulatory proceedings is a complex, fact-intensive process that involves a high degree of discretionary judgment.
Regardless of the outcome, such matters can have an adverse impact, which may be material, to our business, financial condition and results of operations because of legal costs, diversion of management resources, reputational damage, and other factors. Determining reserves for our pending litigation and regulatory proceedings is a complex, fact-intensive process that involves a high degree of discretionary judgment.
We may lose that service although still maintain the banking relationship as the bank would, for example, continue to provide us with foreign 7 exchange services.
We may lose that service although still maintain the banking relationship as the bank would, for example, continue to provide us with foreign exchange services.
Termination by the licensor could cause us to lose valuable rights, and could prevent us from selling our products and services, or inhibit our ability to commercialize future products and services.
Termination by the licensor could cause us to lose valuable rights, and could prevent us from selling our products, data and services, or inhibit our ability to commercialize future products and services.
If any third parties do not adequately or appropriately provide their services or perform their responsibilities to us or our customers on our behalf, we may be unable to procure alternatives from other third parties in a timely and efficient manner and on acceptable terms, or at all, and we may be subject to business disruptions, losses or costs to remediate any of the deficiencies, customer dissatisfaction, reputational damage, legal or regulatory proceedings, or 10 other adverse consequences, any of which could have a material adverse effect on our results of operations, financial condition and future prospects.
If any of these third parties do not adequately or appropriately provide their services or perform their responsibilities to us or our customers on our behalf, and we are unable to procure alternatives from other third parties in a timely and efficient manner and on acceptable terms, or at all, we may be subject to business disruptions, losses or costs to remediate any of the deficiencies, customer dissatisfaction, reputational damage, legal or regulatory proceedings, or other adverse consequences, any of which could have a material adverse effect on our results of operations, financial condition and future prospects.
Further, our focus on specialized industry verticals exposes us to a higher risk of losses resulting from investigations, regulatory actions and litigation. The scope, outcome, and impact of any claims, lawsuits, government investigations, disputes, and other legal proceedings to which we are subject cannot be predicted with certainty.
Further, our focus on specialized industry verticals exposes us to a higher risk of losses resulting from investigations, regulatory inspections and litigation. The scope, outcome, and impact of any claims, lawsuits, government investigations, disputes, and other legal proceedings to which we are subject cannot be predicted with certainty.
If such events were to occur, the carrying amount of our goodwill may no longer be recoverable and we may be required to record an impairment charge. Continued sustained declines in our stock price or reduced forecast would require us to perform goodwill impairment tests in subsequent periods.
If such events were to occur, the carrying amount of our goodwill may no longer be recoverable and we may be required to record an impairment charge. Continued sustained declines in our share price or reduced forecast would require us to perform goodwill impairment tests in subsequent periods.
Under Rule 405 of the Securities Act, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on June 30, 2025.
Under Rule 405 of the Securities Act, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on June 30, 2026.
Paysafe Payment Revolving Credit Facility Paysafe Payment Processing Solutions LLC (“Paysafe Payment”) has a credit agreement for a $75 million revolving credit facility with PNC National Bank, as administrative agent (as amended and restated on January 21, 2020, June 27, 2022 and July 15, 2024, the “Paysafe Payment Credit Agreement”).
Paysafe Payment Revolving Credit Facility Paysafe Payment Processing Solutions LLC (“PPPS”) has a credit agreement for a $75 million revolving credit facility with PNC National Bank, as administrative agent (as amended and restated on January 21, 2020, June 27, 2022 and July 15, 2024, the “Paysafe Payment Credit Agreement”).
If we do so, the risks related to our high level of debt could increase.
If we do so, the risks 22 related to our high level of debt could increase.
Additionally, many jurisdictions, particularly those outside of Europe and the United States, have not updated their laws to address the supply of online gambling, which by its nature is a multijurisdictional activity.
Additionally, many jurisdictions, particularly those outside of Europe, have not updated their laws to address the supply of online gambling, which by its nature in the United States is a multijurisdictional activity.
Regulators include OFAC, BIS and FinCEN in the US, the FCA and OFSI in the UK and other regulatory and governmental bodies responsible for issuing anti-money laundering, anti-bribery, and global economic sanctions and export control regulations.
Regulators include OFAC, BIS and FinCEN in the US, FINTRAC in Canada, the FCA and OFSI in the UK and other regulatory and governmental bodies responsible for issuing anti-money laundering, anti-bribery, and global economic sanctions and export control regulations.
In addition, our officers and directors are exempt from the reporting 25 and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities.
In addition, our officers and directors are exempt from the “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities.
We are subject to anti-money laundering regulations in the UK, Ireland, Switzerland, the United States, Canada and in any other jurisdiction where we are established and performing activities that would require that we apply anti-money laundering regulations.
We are subject to anti-money laundering regulations in the UK, Ireland, Switzerland, the United States, Canada, Argentina, Brazil, and in any other jurisdiction where we are established and performing activities that would require that we apply anti-money laundering regulations.
As we operate across multiple jurisdictions and currencies, changes in currency exchange rates could lead to adverse impacts on our financial assets and liability, and in particular on our external debt and intercompany transactions.
As we operate across multiple jurisdictions and currencies, changes in currency exchange rates could lead to adverse impacts on our financial assets and liabilities, and in particular on our external debt and intercompany transactions.
Even though our Principal Shareholders do not own common shares representing a majority of the total voting power of our issued and outstanding shares carrying the right to vote at general meetings, for so long as each such shareholder continues to own a significant percentage of our Company Common Shares, such shareholder will still be able to significantly influence the composition of our board of directors and the approval of actions requiring shareholder approval through their voting power.
Our Principal Shareholders own common shares representing a majority of the total voting power of our issued and outstanding shares carrying the right to vote at general meetings, for so long as each such shareholder continues to own a significant percentage of our Company Common Shares, such shareholder will still be able to significantly influence the composition of our board of directors and the approval of actions requiring shareholder approval through their voting power.
Our Principal Shareholders beneficially own approximately 45% of our Company Common Shares. Moreover, under the Company Bye-laws and the Shareholders Agreement with our Principal Shareholders, for so long as our Principal Shareholders retain significant ownership of us, we will agree to nominate to our board individuals designated by such shareholders.
Our Principal Shareholders beneficially own approximately 54.4% of our Company Common Shares. Moreover, under the Company Bye-laws and the Shareholders Agreement with our Principal Shareholders, for so long as our Principal Shareholders retain significant ownership of us, we will agree to nominate to our board individuals designated by such shareholders.
We are highly leveraged. As of December 31, 2024, the total principal amount of our debt was approximately $2.4 billion. Subject to the limits contained in the credit agreements that govern our credit facilities, we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes.
We are highly leveraged. As of December 31, 2025, the total principal amount of our debt was approximately $2.6 billion. Subject to the limits contained in the credit agreements that govern our credit facilities, we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes.
If we are unsuccessful in establishing, renegotiating or maintaining mutually beneficial relationships with these parties, our business may be harmed. Because we are not a bank, our business is not eligible for membership in card payment networks, and we are, therefore, unable to directly access these card payment networks, which are required to process transactions.
If we are unsuccessful in establishing, renegotiating or maintaining mutually beneficial relationships with these parties, our business may be harmed. In the U.S. and Canada, because we are not a bank, our business is not eligible for membership in card payment networks, and we are, therefore, unable to directly access these card payment networks, which are required to process transactions.
As a result, our ability to pay dividends in the future may be limited and our dividend policy may change. Our board of directors will revisit the Company’s dividend policy from time to time. Our Principal Shareholders control 45% of our Company and their interests may conflict with ours or yours in the future.
As a result, our ability to pay dividends in the future may be limited and our dividend policy may change. Our board of directors will revisit the Company’s dividend policy from time to time. 25 Our Principal Shareholders control 54.4% of our Company and their interests may conflict with ours or yours in the future.
For more information regarding our assessment of the consequences of breaches of our e-money issuer, payment initiation services provider or money transmitter licenses, see “—Regulatory, Legal and Tax Risk—We are subject to financial services regulatory risks.” Our business and products are dependent on the availability, integrity and security of internal and external IT transaction processing systems and services.
For more information regarding our assessment of the consequences of breaches of our regulatory authorizations and registrations including as an e-money issuer, payment initiation services provider or money transmitter licenses, see “—Regulatory, Legal and Tax Risk—We are subject to financial services regulatory risks.” Our business and products are dependent on the availability, integrity and security of internal and external IT transaction processing systems and services.
Some of these third party service providers are, or may become, owned by our competitors. There can be no assurance that third parties who provide services directly to us or our customers on our behalf will continue to do so on acceptable terms, or at all.
Some of these third party service providers are, or may become, owned by our competitors. There can be no assurance that third parties who provide services directly to us or our customers on our behalf will continue to do so on acceptable terms, or at all. For certain services we may rely on key providers.
We have extensive international operations and our customers are resident in over 120 countries and territories.
We have extensive international operations and our customers are residents in over 120 countries and territories.
We rely on the continued supply of our services to merchants within the online gambling industry. Digital Wallets (which primarily provides services to the online gambling industry) represents approximately 45% of our revenue for the year ended December 31, 2024.
We rely on the continued supply of our services to merchants within the online gambling industry. Digital Wallets (which primarily provides services to the online gambling industry) represents approximately 47% of our revenue for the year ended December 31, 2025.
Our consolidated financial statements include significant intangible assets which could be impaired. We carry significant intangible assets on our statements of financial position. As of December 31, 2024, we had $1.0 billion of intangible assets and $2.0 billion in goodwill.
Our consolidated financial statements include significant intangible assets which could be impaired. 24 We carry significant intangible assets on our statements of financial position. As of December 31, 2025, we had $0.9 billion of intangible assets and $2.1 billion in goodwill.
Moreover, the nature of 14 financial crime and the attack methods used are constantly changing and adapting to our controls framework, which may results in imperfect risk mitigation while we also adapt to new patterns and trends of suspicious behavior.
Moreover, the nature of financial crime and the attack methods used are constantly changing and adapting to our controls framework, including the proliferation of Artificial Intelligence, which may results in imperfect risk mitigation while we also adapt to new patterns and trends of suspicious behavior.
Limitations imposed by the FCA and CBI on the right to own our securities may result in sanctions being imposed on our regulated subsidiaries and an acquirer of such securities in the event of noncompliance by such acquirer, and may reduce the value of our shares.
Limitations imposed by Regulatory Authorities on the right to own our securities may result in sanctions being imposed on our regulated subsidiaries and an acquirer of such securities in the event of noncompliance by such acquirer, and may reduce the value of our shares.
These agreements may be insufficient or may be breached, in either case potentially resulting in the unauthorized use or disclosure of our trade secrets and other intellectual property, including to our competitors, which could cause us to lose any competitive advantage resulting from this intellectual property.
These agreements may be insufficient or may be breached, particularly due to the use of Artificial Intelligence and Machine Learning, in either case potentially resulting in the unauthorized use or disclosure of our trade secrets and other intellectual property, including to our competitors, which could cause us to lose any competitive advantage resulting from this intellectual property.
While we do not currently intend to rely on any other home country accommodations, for so long as we qualify as a foreign private issuer, we may take advantage of them.
While we do not currently intend to rely on any other home country accommodations in our corporate governance standards, for so long as we qualify as a foreign private issuer, we may take advantage of them.
Furthermore, the networks may levy fines on our sponsor banks in the event that our processing behavior causes our sponsor banks to breach their obligations to scheme rules including breaching, for example, applicable thresholds, such as chargeback or fraud thresholds.
Furthermore, the networks may levy fines on our sponsor banks in the event that our processing behavior causes our sponsor banks to breach their obligations to scheme rules including breaching, for example, applicable thresholds, such as chargeback or fraud thresholds, or our use or sale of data containing transaction data.
The EU and the UK have requirements in relation to outsourcing arrangements that are applicable to certain aspects of our businesses. These requirements set out strict standards to follow when outsourcing critical or important functions that have a strong impact on a financial institution’s risk profile or on its internal control framework.
National regulatory authorities have requirements in relation to outsourcing arrangements that are applicable to certain aspects of our businesses. These requirements set out strict standards to follow when outsourcing critical or important functions that have a strong impact on a financial institution’s risk profile or on its internal control framework.
We are also not required to have a majority of independent directors. To this extent, our practice varies from the requirements of the corporate governance standards of NYSE, which generally requires an issuer to obtain shareholder approval for the issuance of securities in connection with such events and requires a majority of the board to be independent.
To this extent, our practice varies from the requirements of the corporate governance standards of NYSE, which generally requires an issuer to obtain shareholder approval for the issuance of securities in connection with such events and requires a majority of the board to be independent.
Such an event could adversely affect and materially adversely impact our business, results of operations and overall financial condition in future periods. 6 Pandemics could cause our third-party service providers such as data center hosting facilities and cloud computing platform providers, which are critical to our infrastructure, to shut down their business, experience security incidents that impact our business, delay or disrupt performance or delivery of services or experience interference with the supply chain of hardware required by their systems and services, any of which could materially adversely affect our business.
Pandemics could cause our third-party service providers such as data center hosting facilities and cloud computing platform providers, which are critical to our infrastructure, to shut down their business, experience security incidents that impact our business, delay or disrupt performance or delivery of services or experience interference with the supply chain of hardware required by their systems and services, any of which could materially adversely affect our business.
They would then be required to report certain information about their U.S. account holders to either the IRS or their local tax authorities (which will in turn provide such information to the IRS). This reporting requirement could potentially dissuade customers from doing business with us. We are regularly subject to litigation, regulatory actions and government inquiries.
They would then be required to report certain information about their U.S. account holders to either the IRS or their local tax authorities (which will in turn provide such information to the IRS). This reporting requirement could potentially dissuade customers from doing business with us.
Two of our entities in Ireland are authorized by the CBI to act as e-money issuers and to provide payment services (including account information and payment initiation services) and are passporting in other European Economic Area (“EEA”) jurisdictions. One of our Irish subsidiaries is also registered as a Virtual Asset Service Provider for the provision of crypto-related services.
Two of our entities in Ireland are authorized by the CBI to act as e-money issuers and to provide payment services (including account information and payment initiation services) and are passporting in other European Economic Area (“EEA”) jurisdictions. One of our Irish subsidiaries is authorized to act as a Crypto Asset Service Provider under the Markets in Crypto-Assets ("MiCA") Regulation.
We may modify, enhance, upgrade and implement new systems, procedures and controls to reflect changes in our business, technological advancements and changing industry trends. These upgrades may create risks associated with implementing new systems and integrating them with existing ones.
We may modify, enhance, upgrade and implement new systems, procedures and controls to reflect changes in our business, technological advancements and changing industry trends, including through the use of Artificial Intelligence and Machine Learning. These upgrades may create risks associated with implementing new systems and integrating them with existing ones.
A loss of membership or significant change to the commercial terms of our European Mastercard and Visa payment network membership would have an adverse effect on the results of these businesses’ operations. We are required to comply with payment card network operating rules.
A loss of membership or significant change to the commercial terms of our European Mastercard and Visa payment network membership would have an adverse effect on the results of these businesses’ operations.
ITEM 3. KE Y INFORMATION A. [Reserved] B. Capitalization and Indebtedness The following section summarizes the terms of our principal indebtedness. Credit Facilities Current Debt Facilities On June 28, 2021, Paysafe refinanced its former debt facilities by entering into a Senior Facilities Agreement (the “2021 Senior Facilities”) and issuing Senior Secured Notes (the “2021 Secured Notes”).
ITEM 3. KE Y INFORMATION A. [Reserved] B. Capitalization and Indebtedness The following section summarizes the terms of our principal indebtedness. Credit Facilities On June 28, 2021, Paysafe entered into a Senior Facilities Agreement (the “2021 Senior Facilities”) and issued Senior Secured Notes (the “2021 Secured Notes”).
Paysafe’s issuance of additional Company Common Shares or other equity securities of equal or senior rank would have the following effects: • Existing Paysafe Shareholders’ proportionate ownership interest in Paysafe may decrease; • the amount of cash available per share, including for payment of dividends in the future, may decrease; • the relative voting strength of each previously outstanding Company Common Shares may be diminished; and • the market price of Company Common Shares may decline.
Paysafe’s issuance of additional Company Common Shares or other equity securities of equal or senior rank would have the following effects: • existing Paysafe Shareholders’ proportionate ownership interest in Paysafe may decrease; • the amount of cash available per share, including for payment of dividends in the future, may decrease; • the relative voting strength of each previously outstanding Company Common Shares may be diminished; and • the market price of Company Common Shares may decline. 28 Future sales of the Company Common Shares issued to the Existing Paysafe Shareholders and other significant shareholders may cause the market price of Company Common Shares to drop significantly, even if Paysafe’s business is doing well.
Prime rate minus 0.25%. Paysafe Payment will also continue to be required to pay customary annual agency fees to the administrative agent.
Paysafe Payment will also continue to be required to pay customary annual agency fees to the administrative agent.
The proceeds of these facilities and notes were used to repay the remaining former debt facilities: As of December 31, 2024 and 2023, the 2021 Senior Facilities and 2021 Secured Notes consist of the following: • $305.0 million senior secured revolving credit facility (the “Revolving Credit Facility”), the maturity date of which is December 28, 2027; • $1,108 million first lien term loan facility (the “USD First Lien Term Loan”) of which $844 million was outstanding as of December 31, 2024 and €710 million first lien term loan facility (the "EUR First Lien Term Loan") of which €596 million was outstanding at December 31, 2024 (the "EUR First Lien Term Loan" and, together with the USD First Lien Term Loan, the “First Lien Term Loan”), the maturity date of which is June 28, 2028; • $400.0 million Senior Secured Notes (the “USD Notes”) of which $337 million was outstanding at December 31, 2024 and €435 million Senior Secured Notes (the "EUR Notes") of which €421 million was outstanding at December 31, 2024 (the EUR Notes and, together with the USD Notes, the “Senior Secured Notes”), the maturity date of which is June 15, 2029.
As of December 31, 2025, the 2021 Senior Facilities and 2021 Secured Notes consist of the following: • $305.0 million senior secured revolving credit facility (the “Revolving Credit Facility”), the maturity date of which is December 28, 2027; • $1,018 million first lien term loan facility (the “USD First Lien Term Loan”) of which $819 million was outstanding as of December 31, 2025 and €710 million first lien term loan facility (the "EUR First Lien Term Loan") of which €586 million was outstanding at December 31, 2025 (the "EUR First Lien Term Loan" and, together with the USD First Lien Term Loan, the “First Lien Term Loan”), the maturity date of which is June 28, 2028; • $400.0 million Senior Secured Notes (the “USD Notes”) of which $337 million was outstanding at December 31, 2025 and €435 million Senior Secured Notes (the "EUR Notes") of which €421 million was outstanding at December 31, 2025 (the EUR Notes and, together with the USD Notes, the “Senior Secured Notes”), the maturity date of which is June 15, 2029.
If it were determined that we should be treated as a surrogate foreign corporation for U.S. federal income tax purposes, any dividends would not qualify for “qualified dividend income” treatment, and our U.S. affiliates could be subject to increased taxation. 24 While we believe we should not be treated as a U.S. corporation for U.S. federal income tax purposes or otherwise be subject to unfavorable treatment as a surrogate foreign corporation, no IRS ruling has been requested or will be obtained.
If it were determined that we should be treated as a surrogate foreign corporation for U.S. federal income tax purposes, any dividends would not qualify for “qualified dividend income” treatment, and our U.S. affiliates could be subject to increased taxation.
If we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively, which could have a material adverse effect on our competitive position, business, financial condition, results of operations, and prospects. 11 We may not be able to adequately protect or enforce our intellectual property rights, or third parties may allege that we are infringing their intellectual property rights.
If we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively, which could have a material adverse effect on our competitive position, business, financial condition, results of operations, and prospects.
For example, the EU has introduced new authorization and regulatory requirements for the offering of crypto related services and the issuing and offering of certain types of crypto assets in the EU. To continue to offer crypto related services in the EU, Paysafe must obtain authorization in 2025.
For example, the EU has introduced new authorization and regulatory requirements for providing crypto related services and for issuing and offering of certain types of crypto assets in the EU.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeSeparately, the NETeller Group was established in 1999 in Canada to commercialize an e-Wallet concept it had been developing to fund internet-based transactions without the security risk of processing each transaction at each separate merchant site. • Our Expansion and Consolidation —Adoption of the NETELLER system grew rapidly in the early 2000s as merchants and consumers benefited from the ease of use of our solutions and the growing number of funding sources and alternative payment methods that could be used to fund our digital accounts. • In 2004, NETELLER plc conducted an initial public offering and listed its shares on the AIM Stock Exchange in 2004 and in 2005 it acquired NETBANX. • In 2008 the company changed its name to Neovia Financial plc (“Neovia”) as part of a wider rebranding strategy to differentiate the company from is various solutions, NETELLER, NETBANX and NET+, a prepaid card product. • In 2011, Neovia acquired substantially all of the assets of 7012985 Canada Inc. and changed its name to Optimal Payments plc (“Optimal Payments”). • In 2014 and 2015, Optimal Payments acquired five additional companies including the Skrill Group, which included the Skrill and paysafecard businesses.
Biggest changeSeparately, the Neteller Group was founded in Canada in 1999 to commercialize an early digital wallet concept, allowing users to fund internet‑based transactions without exposing bank or card details at individual merchant sites. • Expansion and early scale : During the early 2000s, adoption of Neteller accelerated as merchants and consumers embraced its ease of use and the expanding range of funding sources and alternative payment methods available through the platform. o Public listing and consolidation: In 2004, Neteller PLC completed an initial public offering on the AIM Stock Exchange, followed by the acquisition of NETBANX in 2005, bringing together complementary payment capabilities under a single group. o Brand evolution and platform focus: In 2008, the company rebranded as Neovia Financial PLC to reflect a broader platform identity encompassing multiple products, including Neteller, NETBANX and NET+, a prepaid card offering. o Strategic acquisitions and repositioning: In 2011, Neovia acquired substantially all of the assets of 7012985 Canada Inc. and adopted the name Optimal Payments PLC.
An example of an accepted market is a market is which an online gambling licensing regime has been implemented where we believe that the regime could be subject to challenge under EU law, such as where only a limited number of operators have been granted licenses or impediments exist in the application process for which there is no obvious market justification.
An example of an accepted market is a market in which an online gambling licensing regime has been implemented where we believe that the regime could be subject to challenge under EU law, such as where only a limited number of operators have been granted licenses or impediments exist in the application process for which there is no obvious market justification.
These factors include, among others, our understanding of: • what licenses are held by our merchants and the strength of their legal position that the licenses permit their activities or that no license is required; • the laws and regulations of the jurisdiction where the merchants and customers are located, interpreted in accordance with applicable law; • the approach to the application or enforcement of such laws and regulations by regulatory and other authorities, including the approach of such authorities to the extraterritorial application and enforcement of such laws; • the willingness of online gambling merchants and other e-money and/or payment processing businesses to offer their services for gambling purposes in a particular jurisdiction; • the willingness of financial institutions in our network (principally banks and card payment companies) and our competitors to process funds in relation to online gambling by customers in a particular jurisdiction; and • the potential for a challenge of a local licensing regime based on the Treaty of the Functioning of the European Union (“TFEU”).
These factors include, among others, our understanding of: • what licenses are held by our merchants and the strength of their legal position that the licenses permit their activities or that no license is required; • the laws and regulations of the jurisdiction where the merchants and customers are located, interpreted in accordance with applicable law; 44 • the approach to the application or enforcement of such laws and regulations by regulatory and other authorities, including the approach of such authorities to the extraterritorial application and enforcement of such laws; • the willingness of online gambling merchants and other e-money and/or payment processing businesses to offer their services for gambling purposes in a particular jurisdiction; • the willingness of financial institutions in our network (principally banks and card payment companies) and our competitors to process funds in relation to online gambling by customers in a particular jurisdiction; and • the potential for a challenge of a local licensing regime based on the Treaty of the Functioning of the European Union (“TFEU”).
Risk Factors—Risks Related to Our Business and Industry—Regulatory, Legal and Tax Risks—We are subject to current and proposed regulation addressing both consumer and business privacy and data use, which could adversely affect our business, financial condition and results of operations.” Section 13(r) Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, the Company hereby incorporates by reference herein Exhibit 99.1 of this report, which includes disclosures made to Blackstone by Atlantia S.p.A, which may be considered our affiliate.
Risk Factors—Risks Related to Our Business and Industry—Regulatory, Legal and Tax Risks—We are subject to current and proposed regulation addressing both consumer and business privacy and data use, which could adversely affect our business, financial condition and results of operations.” 46 Section 13(r) Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, the Company hereby incorporates by reference herein Exhibit 99.1 of this report, which includes disclosures made to Blackstone by Atlantia S.p.A, which may be considered our affiliate.
Our global risk appetite has qualitative and quantitative measures in place, to support our business with broad-based guidance on the amount and type of risk we are willing to accept in pursuit of our strategic objectives. 38 • Core Risk Tracking System —We leverage governance, risk and compliance tools to track enterprise-wide risks, document improvement actions, identify accountable owners and track progress towards closure of key risks. • Centralized Risk Repository —We have centralized a repository of core risk policies, processes and control documentation via global risk governance and Enterprise Risk Management.
Our global risk appetite has qualitative and quantitative measures in place, to support our business with broad-based guidance on the amount and type of risk we are willing to accept in pursuit of our strategic objectives. • Core Risk Tracking System —We leverage governance, risk and compliance tools to track enterprise-wide risks, document improvement actions, identify accountable owners and track progress towards closure of key risks. • Centralized Risk Repository —We have centralized a repository of core risk policies, processes and control documentation via global risk governance and Enterprise Risk Management.
Any actual or perceived failure to comply with these requirements may result in, among other things, revocation of required licenses or registrations, loss of approved status, private litigation, regulatory or governmental investigations, administrative enforcement actions, sanctions (including public fines), civil and criminal liability, public censures and constraints on our ability to continue to operate, as well as potentially adverse effects on our brand and position with respect to competitors.
Any actual or perceived failure to comply with these requirements may result in, among other things, revocation of required licenses or registrations, loss of approved status, private litigation, regulatory or governmental investigations, administrative enforcement actions, sanctions (including public 39 fines), civil and criminal liability, public censures and constraints on our ability to continue to operate, as well as potentially adverse effects on our brand and position with respect to competitors.
These sales personnel help businesses learn about our solutions and then will help configure a commercial solution for them from our suite of offerings. • Indirect Sales— We have built a network of resellers and partners, such as online portals, ISVs, Payment Facilitators and ISOs, who integrate our solutions into their own services or resell our solutions by utilizing their own salesforces or online marketing initiatives. • Online Resellers— We work with selected merchants and partners in specific verticals, such as iGaming and gaming, who promote our solutions or sell them in store. • Distribution Partners —We work with distribution partners in over 60 countries across over one million distribution points-of-sale for Paysafecard and Paysafecash. • ISVs— We work with approximately 230 ISVs who develop vertical-specific business management SaaS solutions for industries such as restaurants, spa/salon, gyms, charities, property managers, and field service companies, among others.
These sales personnel help businesses learn about our solutions and then will help configure a commercial solution for them from our suite of offerings. • Indirect Sales— We have built a network of resellers and partners, such as online portals, ISVs, Payment Facilitators and ISOs, who integrate our solutions into their own services or resell our solutions by utilizing their own salesforces or online marketing initiatives. • Online Resellers— We work with selected merchants and partners in specific verticals, such as iGaming and gaming, who promote our solutions or sell them in store. • Distribution Partners —We work with distribution partners in over 60 countries across over one million distribution points-of-sale for PaysafeCard and PaysafeCash. • ISVs— We work with approximately 210 ISVs who develop vertical-specific business management SaaS solutions for industries such as restaurants, spa/salon, gyms, charities, property managers, and field service companies, among others.
We have put into place procedures designed to mitigate money laundering risks in these circumstances, including (i) strict, real-time transaction monitoring on the use of the vouchers, (ii) certain limitations on spending and (iii) limiting the frequency of voucher issuance in respect of a single customer or through certain points of sale or distributors.
We have put into place procedures designed to mitigate money laundering risks in these circumstances, including (i) strict, real-time transaction monitoring on the use of the vouchers, (ii) certain limitations on spending and (iii) limiting the frequency of voucher 43 issuance in respect of a single customer or through certain points of sale or distributors.
To implement this monitoring process, we have created an experienced team with in-depth industry knowledge, who take a number of measures in order to ensure that they are well 44 placed to make decisions to accept or decline business in particular jurisdictions and to deploy our technology platform in order to best apply these decisions.
To implement this monitoring process, we have created an experienced team with in-depth industry knowledge, who take a number of measures in order to ensure that they are well placed to make decisions to accept or decline business in particular jurisdictions and to deploy our technology platform in order to best apply these decisions.
Where we have made a decision for legal and/or policy reasons not to accept gambling transactions from customers in particular territories, we endeavor to implement those decisions rigorously using our risk management platform. 43 Before we accept business from merchants or customers for gambling activities, we are careful to assess the risk for us of accepting such business.
Where we have made a decision for legal and/or policy reasons not to accept gambling transactions from customers in particular territories, we endeavor to implement those decisions rigorously using our risk management platform. Before we accept business from merchants or customers for gambling activities, we are careful to assess the risk for us of accepting such business.
Increasingly, many states are now taking a GDPR approach and mandating data protection impact assessments, similar to the GDPR PIA / DPIA obligations and with some States progressing independent data protection authorities to monitor and drive compliance. 45 Some US state laws, as with GDPR and other privacy laws, are extra-territorial in nature and thus apply outside the USA.
Increasingly, many states are now taking a GDPR approach and mandating data protection impact assessments, similar to the GDPR PIA / DPIA obligations and with some States progressing independent data protection authorities to monitor and drive compliance. Some US state laws, as with GDPR and other privacy laws, are extra-territorial in nature and thus apply outside the USA.
The Consumer Duty principle requires firms to deliver 41 good outcomes for customers, by acting in good faith towards them, avoiding causing them foreseeable harm and supporting them to pursue their financial objectives. It identifies key outcomes in product and services design, price and value, communications, and consumer support.
The Consumer Duty principle requires firms to deliver good outcomes for customers, by acting in good faith towards them, avoiding causing them foreseeable harm and supporting them to pursue their financial objectives. It identifies key outcomes in product and services design, price and value, communications, and consumer support.
As such we have: (a) global capabilities that enable us to source acquisition targets from a large and fragmented pool of attractive candidates that we can evaluate and learn from; (b) a “plug and play” platform infrastructure, such as Unity , that we can leverage to generate revenue and cost synergies from an acquired company; (c) a significant amount of deal experience and expertise across a seasoned team that enables us to source, identify, negotiate and execute deals effectively; and (d) strong integration capabilities powered by our strong entrepreneurial culture and global HR infrastructure that enable us to welcome, integrate and empower new company founders, management teams and employee bases around the world.
As such we have: (a) global capabilities that enable us to source acquisition targets from a large 30 and fragmented pool of attractive candidates that we can evaluate and learn from; (b) a “plug and play” platform infrastructure that we can leverage to generate revenue and cost synergies from an acquired company; (c) a significant amount of deal experience and expertise across a seasoned team that enables us to source, identify, negotiate and execute deals effectively; and (d) strong integration capabilities powered by our strong entrepreneurial culture and global HR infrastructure that enable us to welcome, integrate and empower new company founders, management teams and employee bases around the world.
We believe these skills are a key strategic advantage for us and will serve as part of the foundation for our continued growth and expansion; and • Our proven ability to source, consolidate and unlock value from emerging digital commerce solutions and ecosystems.
We believe these skills are a key strategic advantage for us and will serve as part of the foundation for our continued growth and expansion; and o Our proven ability to source, consolidate and unlock value from emerging digital commerce solutions and ecosystems.
The legislation and implementation of regulations associated with the Dodd-Frank Act have increased Skrill USA’s costs of compliance and required changes in the way it and its agents conduct business. In addition, Skrill USA is subject to examination by the CFPB from time to time.
The legislation and implementation of regulations associated with the Dodd-Frank Act 40 have increased Skrill USA’s costs of compliance and required changes in the way it and its agents conduct business. In addition, Skrill USA is subject to examination by the CFPB from time to time.
These changes may be made for any number of reasons, including as a result of changes in the regulatory environment, to maintain or attract new participants, or to serve the strategic initiatives of the networks, and may impose additional 40 costs and expenses on or be disadvantageous to certain participants.
These changes may be made for any number of reasons, including as a result of changes in the regulatory environment, to maintain or attract new participants, or to serve the strategic initiatives of the networks, and may impose additional costs and expenses on or be disadvantageous to certain participants.
We regularly review our categorization of jurisdictions of existing gambling merchants and customers as the regulatory environment within countries changes over time which may, along with a potential change in our attitude towards risk, result in us reconsidering our approach.
We regularly review our categorization of jurisdictions of existing gambling merchants 45 and customers as the regulatory environment within countries changes over time which may, along with a potential change in our attitude towards risk, result in us reconsidering our approach.
Organizational Structure Paysafe Limited was incorporated by PGHL under the laws of Bermuda on November 23, 2020 for the purpose of effectuating the Transaction and became the parent company of the combined business following the consummation of the Transaction, which was consummated on March 30, 2021.
C. Organizational Structure Paysafe Limited was incorporated by PGHL under the laws of Bermuda on November 23, 2020 for the purpose of effectuating the Transaction and became the parent company of the combined business following the consummation of the Transaction, which was consummated on March 30, 2021.
In addition, we are capitalizing on the increasing demand for integrated payments functionality and are working to make Paysafe a partner of choice for software developers by enabling them to integrate seamlessly with our Unity platform.
In addition, we are capitalizing on the increasing demand for integrated payments functionality and are working to make Paysafe a partner of choice for software developers by enabling them to integrate seamlessly with our platform.
Because we are not a “member bank” as defined by the major payment networks’ rules and standards, we are not permitted to access those networks directly; instead, we are required to access the payment networks through our sponsor banks.
Because we are not a “member bank” as defined by the major payment networks’ rules and standards, we are not permitted to access those networks directly; instead, we are required to access the payment 41 networks through our sponsor banks.
Among other things, the Dodd-Frank Act established the CFPB, which is empowered to conduct rule-making and supervision related 39 to, and enforcement of, federal consumer financial protection laws.
Among other things, the Dodd-Frank Act established the CFPB, which is empowered to conduct rule-making and supervision related to, and enforcement of, federal consumer financial protection laws.
Each of the Founder, Cannae LLC, the CVC Investors and the Blackstone Investors, to whom we refer collectively as the “Principal Shareholders,” are party to the Shareholders Agreement described in “Certain Relationships and Related Person Transactions—Certain 47 Relationships and Related Person Transactions—Paysafe—Shareholders Agreement,” set forth in this report, pursuant to which, among other things, they have each agreed to vote in favor of their respective nominees to the Company Board.
Each of the Founder, Cannae LLC, the CVC Investors and the Blackstone Investors, to whom we refer collectively as the “Principal Shareholders,” are party to the Shareholders Agreement described in “Certain Relationships and Related Person Transactions—Certain Relationships and Related Person Transactions—Paysafe—Shareholders Agreement,” set forth in this report, pursuant to which, among 48 other things, they have each agreed to vote in favor of their respective nominees to the Company Board.
These provisions apply to our terms of business, as well as to “consumer notices” which includes items such as marketing material and pre-contractual discussions with customers.
These provisions apply to our terms of business, as 42 well as to “consumer notices” which includes items such as marketing material and pre-contractual discussions with customers.
Accordingly, the Principal Shareholders constitute a group within the meaning of Section 13(d) of the Exchange Act representing approximately 47% of the outstanding voting securities of the Company. See “Item 7.A. Major Shareholders” and “Item 8.A. Consolidated Statements and Other Financial Information." D. Property, Plants and Equipment See “Item 4.B. Information on the Company—Business Overview—Properties” for additional information. ITEM 4A.
Accordingly, the Principal Shareholders constitute a group within the meaning of Section 13(d) of the Exchange Act representing approximately 54.4% of the outstanding voting securities of the Company. See “Item 7.A. Major Shareholders” and “Item 8.A. Consolidated Statements and Other Financial Information." D. Property, Plants and Equipment See “Item 4.B. Information on the Company—Business Overview—Properties” for additional information. ITEM 4A.
We will also pursue the same strategy in our Merchant Solutions segment, with a focus on growing our eCommerce volumes, growing our base of SMB merchants and ISV partners and growing our base of clients in specialized verticals, such as Petroleum stations, where we have differentiated sales and service capabilities. • Enter New Vertical and Geographic Markets —We intend to enter high growth adjacent verticals, such as expanding digital assets across the experiential economy and enter new geographic markets where we can successfully leverage our competitive advantages to provide superior digital commerce solutions and gain share.
We will also pursue the same strategy in our Merchant Solutions segment, with a focus on growing our eCommerce volumes, growing our base of SMB merchants and ISV partners and growing our base of clients in specialized verticals, such as Petroleum stations, where we have differentiated sales and service capabilities. • Enter New Vertical and Geographic Markets - We intend to enter high growth adjacent verticals, such as expanding digital assets across the experience economy and entering new geographic markets where we can successfully leverage our competitive advantages to provide superior digital commerce solutions and gain share.
The focus areas of our global risk, regulatory and compliance operations include: • Global Expertise & Policies —We have leveraged our deep domain expertise and over 25 years of experience in solving the complexities of digital commerce to develop a series of stringent proprietary operating policies that enable us to operate a broad global business with deep local risk and regulatory compliance capabilities; • Licenses & Certifications— We have built a network of relationships with regulators, networks and financial institutions, undergone numerous certification and registration processes and successfully acquired numerous operating licenses that enable us to operate in multiple jurisdictions in a safe and compliant manner.
The focus areas of our global risk, regulatory and compliance operations include: • Global Expertise & Policies —We have leveraged our deep domain expertise and 30 years of experience in solving the complexities of digital commerce to develop a series of stringent proprietary operating policies that enable us to operate a broad global business with deep local risk and regulatory compliance capabilities; • Licenses & Certifications— We have built a network of relationships with regulators, networks and financial institutions, undergone numerous certification and registration processes and successfully acquired numerous operating licenses that enable us to operate in multiple jurisdictions in a safe and compliant manner.
Risk Factors—Risks Related to Our Business and Industry—We may become an unwitting party to fraud or be deemed to be handling proceeds resulting from the criminal activity of our customers.” Regulatory Change: Trends and Outlook Although the general trend in gambling regulation over the last ten years has been to seek to restrict the activities of online-based operators, in the EU this has generally resulted in a move towards controlled regulation, rather than absolute prohibition.
Risk Factors—Risks Related to Our Business and Industry—We may become an unwitting party to fraud or be deemed to be handling proceeds resulting from the criminal activity of our customers.” Regulatory Change: Trends and Outlook Although the general trend in gambling regulation over the last ten years has been to seek to restrict the activities of online-based operators, in numerous markets this has generally resulted in a move towards controlled regulation, rather than absolute prohibition.
Any investigation of any potential violations of anti-money laundering laws by U.S. or international authorities could harm our reputation and could have a material adverse effect on our business, prospects, results of operations, financial condition and cash flows. Our customers are resident in over 120 countries and territories.
Any investigation of any potential violations of anti-money laundering laws by U.S. or international authorities could harm our reputation and could have a material adverse effect on our business, prospects, results of operations, financial condition and cash flows. Our customers are residents in over 120 countries and territories.
These ISVs service downstream merchants in Canada, the US, the UK and the EU. We provide development tools and APIs to help these software companies integrate our payment solutions into their software to facilitate membership billing, subscriptions, online or in person payments while minimizing their PCI obligations.
These ISVs service downstream merchants in Canada, the US, the UK and the EU. We provide development tools and APIs to help these software companies integrate our payment solutions into their software to facilitate membership billing, subscriptions, online or in person payments while minimizing their Payment Card Industry ("PCI") obligations.
This provides us with a highly scalable, integrated, single point of access to our products and services and facilitates the customization and delivery of market-specific payment solutions that meet the requirements and purchasing preferences of local markets; 29 • Highly sophisticated global risk management and compliance operations.
This provides us with a highly scalable, integrated, single point of access to our products and services and facilitates the customization and delivery of market-specific payment solutions that meet the requirements and purchasing preferences of local markets; o Highly sophisticated global risk management and compliance operations.
NETELLER has a significant presence and strong market share in emerging markets, including in Latin America and Asia. Our Skrill and NET+ Prepaid Mastercards are companion products enabling NETELLER and Skrill digital wallets active users to access and use stored funds anywhere that Mastercard products are accepte d.
Neteller has a significant presence and strong market share in emerging markets, including in Latin America and Asia. Our Skrill and NET+ Prepaid Mastercard are companion products enabling Neteller and Skrill digital wallets users to access and use stored funds anywhere that Mastercard products are accepte d.
We decline any individual or entity located in that market (irrespective of whether the end user intends to use the products and services for gambling) and customers resident in other countries should not be able to access their accounts when present in any of the sanctioned countries.
We decline any individual or entity located in that market (irrespective of whether the end user intends to use the products and services for gambling) and customers residing in other countries should not be able to access their accounts when present in any of the sanctioned countries.
The complaint asserts claims, purportedly brought on behalf of a class of shareholders, under Sections 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, and allege that the Company and individual defendants made false and misleading statements to the market regarding the Company’s financial outlook in light of gambling regulations in key European markets, performance challenges in the company’s Digital Wallets segment and the modified scope and timing of new eCommerce customer agreements.
The complaint asserted claims, purportedly brought on behalf of a class of shareholders, under Sections 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, and alleged that the Company and individual defendants made false and misleading statements to the market regarding the Company’s financial outlook in light of gambling regulations in key European markets, performance challenges in the company’s Digital Wallets segment and the modified scope and timing of new eCommerce customer agreements.
The principal executive office of the Company is located at 2 Gresham Street, 1st Floor, London, United Kingdom, EC2V 7AD. We also lease a number of operations, business, data center and sales offices and facilities which include 14 offices in 12 countries and 4 data centers. Our business is not capital intensive.
The principal executive office of the Company is located at 2 Gresham Street, 1st Floor, London, United Kingdom, EC2V 7AD. We also lease a number of operations, business, data center and sales offices and facilities which include 13 offices in 12 countries 47 and 4 data centers. Our business is not capital intensive.
In addition, the complaint asserts claims against the individual defendants, under Sections 20(a) of the Exchange Act, alleging that the individual defendants filed false financial statements, misled the public and induced the public to buy shares.
In addition, the complaint asserted claims against the individual defendants, under Sections 20(a) of the Exchange Act, alleging that the individual defendants filed false financial statements, misled the public and induced the public to buy shares.
We also employ models and monitoring rules to detect potential fraud and AML activity and report suspicious activity to the relevant government entities as appropriate as well as cooperating with any inquiries. • Transaction Encryption & Management —We have developed strong transaction security capabilities that enable us to secure and monitor transactions within our own wallet and digital currency networks and safely encrypt and decrypt transactions from third- party networks and alternative payment methods.
We also employ models and monitoring rules to detect potential fraud and AML activity and report suspicious activity to the relevant government entities as appropriate as well as cooperating with any inquiries. • Transaction Encryption & Management —We have developed strong transaction security capabilities that enable us to secure and monitor transactions within our own wallet and digital currency networks and safely encrypt and decrypt transactions from third- party networks and APMs.
Our Distribution & Sales In 2024, we reached 18 million active users in more than 120 countries and over 200 thousand merchants across North America, Latin America and Europe.
Our Distribution & Sales In 2025, we reached 18 million active users in more than 120 countries and over 200 thousand merchants across North America, Latin America and Europe.
We are modernizing our sales organization with a holistic proposition focusing on our top tier clients. • Cross-Sell —we continue to focus on cross-selling the full breath of our product portfolio and we intend to focus on growth within our existing client base. 34 • Team expansion —we have recently increased the headcount of our sales organization to expand the global reach and effectiveness of the team; we believe this will enhance our overall sales capabilities and our ability to win new clients across our target regions, verticals and customer segments. • Product Innovation- We intend to focus on money movement within the entertainment sector and focus on strategic partnerships for speed to market and scale opportunities.
We are modernizing our sales organization with a holistic proposition focusing on our top tier clients. • Cross-Sell - we continue to focus on cross-selling the full breath of our product portfolio to drive growth within our existing client base. • Team expansion - we have recently increased the headcount of our sales organization to expand the global reach and effectiveness of the team; we believe this will enhance our overall sales capabilities and our ability to win new clients across our target regions, verticals and customer segments. • Product Innovation: We intend to focus on money movement within the experience economy and strategic partnerships for speed to market and scale opportunities.
Risk Factors—Risks Related to Our Business and Industry—Regulatory, Legal and Tax Risks—If we fail to comply with our obligations under license or technology agreements with third parties, we may be required to pay damages and we could lose license rights that are critical to our business.” Our total research and development expense for the year ended December 31, 2024, 2023 and 2022 was $7,267, $7,278 and $7,377, respectively.
Risk Factors—Risks Related to Our Business and Industry—Regulatory, Legal and Tax Risks—If we fail to comply with our obligations under license or technology agreements with third parties, we may be required to pay damages and we could lose license rights that are critical to our business.” Our total research and development expense for the year ended December 31, 2025, 2024 and 2023 was $15,778, $7,267 and $7,278, respectively.
We are subject to anti-money laundering regulation in the UK, Ireland, Switzerland, Canada, the United States and in any other jurisdiction, including other member states of the EEA, where we are established and performing activities that 42 would require that we apply anti-money laundering regulation.
We are subject to anti-money laundering regulation in the UK, Ireland, Switzerland, Canada, Argentina, Brazil, the United States and in any other jurisdiction, including other member states of the EEA, where we are established and performing activities that would require that we apply anti-money laundering regulation.
We have over 300 professionals in our compliance and risk teams and have significant expertise in managing risk and regulatory requirements across the entire payments landscape.
We have over 280 professionals in our compliance and risk teams and have significant expertise in managing risk and regulatory requirements across the entire payments landscape.
While it is not possible to quantify the financial impact or predict the outcome of all pending claims and litigation, management does not anticipate that the outcome of any current proceedings or known claims, either individually or in aggregate, will have a material adverse effect upon our financial position, results of operations or cash flows . C.
While it is not possible to quantify the financial impact or predict the outcome of all pending claims and litigation, except as otherwise noted, management does not anticipate that the outcome of any current proceedings or known claims, either individually or in aggregate, will have a material adverse effect upon our financial position, results of operations or cash flows .
Money transmitting businesses are subject to numerous regulations in the United States at the federal and state levels, and we have obtained or applied for money transmitter licenses (or applicable similar licenses) in all U.S. states and territories in which we are required to do so, with one license pending.
Money transmitting businesses are subject to numerous regulations in the United States at the federal and state levels, and we have obtained or applied for money transmitter licenses (or applicable similar licenses) in all U.S. states and territories in which we are required to do so.
Given the importance of the online gambling sector to our business, we expend significant time and resources to ensure that we have an in-depth understanding of the regulatory environment in the main territories in which our gambling industry merchants operate and customers reside, monitoring closely the developing regulatory regimes in those territories and adapting our business acceptance policies where necessary.
Given the importance of the online gambling sector to our business, we expend significant time and resources to ensure that we have an in-depth understanding of the regulatory environment in the main territories in which our gambling industry merchants operate and customers reside, monitoring closely the developing regulatory regimes in those territories and adapting our business acceptance policies by applying country-specific restrictions where necessary.
For the year ended December 31, 2024, we derived approximately 31% of our revenue directly or indirectly from processing transactions for merchants and customers in the online gambling sector.
For the year ended December 31, 2025, we derived approximately 35% of our revenue directly or indirectly from processing transactions for merchants and customers in the online gambling sector.
We have adopted a market presence policy that assesses a number of factors, including the legislative regime applicable to the relevant country, whether we have a presence in such country and the overall environment for online gambling activities in that country; we then consider whether any changes are required to the extent of our business activities in those countries.
We assess a number of factors, including the legislative regime applicable to the relevant country, whether we have a presence in such country and the overall environment for online gambling activities in that country; we then consider whether any changes are required to the extent of our business activities in those countries.
We compete primarily on the basis of brand recognition; distribution network and channel options; convenience; variety of payment methods; product and service offerings; customer service for both consumers and merchants; trust and reliability; speed; data protection and security; price; and innovation. 46 Employees As of December 31, 2024, we had approximately 3,300 employees globally.
We compete primarily on the basis of brand recognition; distribution network and channel options; convenience; variety of payment methods; product and service offerings; customer service for both consumers and merchants; trust and reliability; speed; data protection and security; price; and innovation. Employees As of December 31, 2025, we had approximately 2,900 employees globally.
For the year ended December 31, 2024, we generated $152 billion of total payment volume and $1.7 billion in revenue. During the same period, we had a net income of $22 million and generated $452 million of Adjusted EBITDA. For the year ended December 31, 2023, we generated $140 billion of total payment volume and $1.6 billion in revenue.
For the year ended December 31, 2024, we generated $152 billion of total payment volume and $1.7 billion in revenue. During the same period, we had a net income of $22 million and generated $452 million of Adjusted EBITDA See “Item 5.
In 2024, we generated approximately 57% of our revenue in North America, 32% in Europe, 7% in Latin America and 4% in the rest of the world, based on the region where a transaction was initiated or the merchant location.
In 2025, we generated approximately 53% of our revenue in North America, 36% in Europe, 7% in Latin America and 4% in the rest of the world, based on the region where a transaction was initiated or the merchant location.
These reviews comprise the solicitation of legal advice (and updated advice) as well as the assessment of market intelligence, which are then assessed and determined by our Market Presence Committee. Other gambling operators, regulators and other payments businesses and financial institutions may, however, take a different view of the legal environment in any particular jurisdiction.
These reviews comprise the solicitation of legal advice (and updated advice) as well as the assessment of market intelligence. Other gambling operators, regulators and other payments businesses and financial institutions may, however, take a different view of the legal environment in any particular jurisdiction.
We compete against all forms of payments, including credit and debit cards; automated clearing house and bank transfers; other online payment services, local alternative payment methods, and digital wallets; mobile payments; cryptocurrencies and distributed ledger technologies; and offline payment methods, including cash and check.
We compete against all forms of payments, including credit and debit cards; automated clearing house and bank transfers; other online payment services, local APMs, and digital wallets; mobile payments; cryptocurrencies and distributed ledger technologies; and offline payment methods, including cash and check. We also compete against banks, merchant acquirers, and third-party payment processors.
Our digital wallets support a wide selection of funding alternatives including close to 260 alternative payment method integrations, including cryptocurrency and is offered in over 120 countries, over 40 currencies and over 10 languages. The Money transfer feature allows Skrill wallet holder to transfer funds to over 40 countries.
Our digital wallets support a wide selection of funding alternatives including approximately 160 APM integrations, including cryptocurrency and is offered in over 120 countries, over 40 currencies and over 10 languages. The Money transfer feature allows Skrill wallet holders to transfer funds to over 40 countries.
For example: o Data & Insights —we are leveraging the significant amount of data across our global ecosystem to (i) provide our business clients with valuable insights into consumer preferences and spending trends that help them grow their sales volumes and (ii) optimize our underwriting and onboarding capabilities to increase our acceptance rates and reduce the number of declined transactions due to false positive triggers; and o Artificial Intelligence & Automation— we are leveraging the implementation of A.I. and process automation technologies to optimize the speed and operating efficiencies of our technology and risk management platforms as well as our internal processes and back office systems to generate better marginal cost efficiencies. • International Expansion- We believe the combination of our brand, breadth of solutions, our ability to serve both businesses and consumers, our ease of integration and our strong risk management and regulatory compliance provide us with powerful competitive advantages to capture additional market share. • iGaming.
For example: o Data & Insights - we are leveraging the significant amount of data across our global ecosystem to (i) provide our business clients with valuable insights into consumer preferences and spending trends that help them grow their sales volumes and (ii) optimize our underwriting and onboarding capabilities to increase our acceptance rates and reduce the number of declined transactions due to false positive triggers; and, o Artificial Intelligence & Automation - we are leveraging the implementation of A.I. and process automation technologies to optimize the speed and operating efficiencies of our technology and risk management platforms as well as our internal processes and back office systems to generate better marginal cost efficiencies. • International Expansion: We believe the combination of our brand, breadth of solutions, our ability to serve both businesses and consumers, our ease of integration and our strong risk management and regulatory compliance provide us with powerful competitive advantages to capture additional market share. • iGaming - We intend to continue to leverage our privileged position as the global leader of digital commerce solutions in the iGaming market to benefit from the very fast growth and large addressable market opportunity in North America iGaming. • Increase Share in Existing Markets - We intend to increase our market share in key, high-growth verticals where we currently operate, such as iGaming, gaming, travel, retail and hospitality, foreign exchange and online trading, crypto, and financial services.
Together, our entrepreneurial culture and client centric focus form the core spirit of our company, which has enabled us to: (1) pioneer and establish a leadership position empowering digital commerce throughout the world; (2) develop our Paysafe Network and its various advantages and capabilities; and (3) differentiate our solutions, service quality and client relationships from the more traditional legacy payment vendors that sell increasingly commoditized products and services. • Deep Expertise in Solving and Simplifying the Complexity of Digital Commerce —We have been able to learn from our experiences to develop a deep expertise in digital commerce and in highly regulated markets with complex compliance requirements.
Together, our entrepreneurial culture and client centric focus form the core spirit of our company, which has enabled us to: (1) pioneer and establish a leadership position empowering digital commerce throughout the world; (2) develop our “Paysafe Network” and its various advantages and capabilities; and (3) differentiate our solutions, service quality and client relationships from the more traditional legacy payment vendors that sell increasingly commoditized products and services. • Deep Expertise in Simplifying Complex Commerce: Our long‑standing presence in digital commerce, including highly regulated and operationally complex markets, has given us deep expertise in navigating risk, compliance and local market dynamics.
In addition, our European payment processing business has similar relationships with sponsor banks in order to access other European payment networks. Indirect and Direct Regulatory Requirements Our sponsor banks and certain of our merchants are financial institutions that are directly subject to various regulations and compliance obligations issued by their regulators and in the countries in which they operate.
Indirect and Direct Regulatory Requirements Our sponsor banks and certain of our merchants are financial institutions that are directly subject to various regulations and compliance obligations issued by their regulators and in the countries in which they operate.
Our pay-by-bank solution is an alternative for eCommerce applications that provides a safe, low-cost payment alternative for consumers and merchants. Our digital wallets are an internet-based account used by merchants and consumers that enables account holders to send and receive funds instantly, conveniently and securely using a wide selection of funding options.
Our digital wallets are an internet-based account used by merchants and consumers that enables account holders to send and receive funds instantly, conveniently and securely using a wide selection of funding options.
We support payments across the leading gaming merchants, including Sony PlayStation, Xbox/Microsoft, Google Play, Stadia, Samsung, Huawei, Steam, Wargaming.net, Riot Games, Roblox, Twitch, EPIC Games, Ubisoft, Innogames, Activision Blizzard and others. paysafecard enables these gaming merchants to accept eCash payments, resulting in higher conversion rates and new customer acquisition, which comes from a customer segment untapped by the conventional payment options.
We support payments for leading gaming merchants including Sony PlayStation, Xbox/Microsoft, Google Play, Stadia, Samsung, Huawei, Steam, Wargaming.net, Riot Games, Roblox, Twitch, EPIC Games, Ubisoft, Innogames, Activision Blizzard and others. Through PaysafeCard, these merchants are able to accept eCash payments, unlocking higher conversion rates and new customer acquisition from segments not served by conventional payment methods.
An e-money issuer is someone who issues and redeems electronic money and provides payment services in accordance with the Second Electronic Money Directive.
An e-money issuer is someone who issues and redeems electronic money and provides payment services in accordance with the Second Electronic Money Directive. Many regulatory authorities require advance notice of changes in control.
The principal executive office is located at 2 Gresham Street London, United Kingdom EC2V 7AD and its telephone number is +44 (0) 207 608 8460. The Company’s principal website address is www.paysafe.com.
The mailing address of Paysafe Limited’s registered office is c/o M Q Services Ltd., Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal executive office is located at 2 Gresham Street London, United Kingdom EC2V 7AD and its telephone number is +44 (0) 207 608 8460. The Company’s principal website address is www.paysafe.com.
Operating and Financial Review and Prospects” for a discussion of Paysafe’s principal capital expenditures and divestitures for each of the three years in the period ended December 31, 2024.
Operating and Financial Review and Prospects” for a discussion of Paysafe’s principal capital expenditures and divestitures for each of the three years in the period ended December 31, 2025. There are no material capital expenditures or divestitures currently in progress as of the date of this Report.
These rules are contained in various sources including the Consumer Protection Code and the European Union (Payment Services) Regulations 2018 and apply to the regulated activities we carry out from Ireland across the EEA. Breach of these rules may result in fines, public censures, customer remediation and redress and ultimately in the revocation of our regulatory licenses in Ireland.
These rules are contained in various sources including the newly revised Consumer Protection Code and the European Union (Payment Services) Regulations 2018 and apply to the regulated activities we carry out from Ireland across the EEA.
Some of these subsidiaries are also licensed as money service businesses with Revenu Quebec and are subject to record keeping requirements for all money transfers and foreign exchange transactions involving Quebec residents.
Some of these subsidiaries are also licensed as money service businesses with Revenu Quebec and are subject to record keeping requirements for all money transfers and foreign exchange transactions involving Quebec residents. Furthermore, with the enactment of the Canadian Retail Payments Activities Act, several subsidiaries have applied for registration with the Bank of Canada as payment service providers.
In general, we have organized our growth and expansion initiatives around five key strategies. These are: • Sales Acceleration and Focus- We intend to continue to generate new revenue and earnings growth from a series of initiatives that we have begun implementing to drive new volumes, revenue yield and operating efficiencies from our large, existing client base and operations.
We are pursuing growth through five interconnected strategic priorities: • Accelerating Growth Through Focused, Enterprise‑Led Sales : We intend to continue to generate new revenue and earnings growth from a series of initiatives that we have begun implementing to drive new volumes, revenue yield and operating efficiencies from our large, existing client base and operations.
These solutions provide consumers with a safe and easy way to purchase goods and services online without the need for a bank account or credit card and allow merchants to expand their target market to include consumers who prefer to pay with cash. paysafecard and Paysafecash are available at over one million locations in over 60 countries worldwide and can be used to make 36 purchases at online stores and online platforms.
These solutions provide consumers with a safe and easy way to purchase goods and services online without the need for a bank account or credit card and allow merchants to expand their target market to include consumers who prefer to pay with cash.
For example, the regimes in Italy and France have both moved away from state-run monopoly-based markets to controlled regulation and Germany has moved from prohibition to controlled regulation. Not all regimes license all types of gambling products.
For example, the regime in Finland will move away from a state-owned monopoly-based market to controlled regulation in the near future and Germany has moved from prohibition to controlled regulation Not all regimes license all types of gambling products.
The transaction is completed when the users makes a cash payment at a designated retail location authorized to accept the bar code or PIN identifier. We also offer a paysafecard prepaid Mastercard that can be linked to a digital paysafecard account and used to make purchases anywhere in the world, online or offline, where Mastercard is accepted.
We also offer a PaysafeCard prepaid Mastercard that can be linked to a digital PaysafeCard account and used to make purchases anywhere in the world, online or offline, where Mastercard is accepted.
We also offer more traditional services, such as eCommerce payments and SMB merchant acquiring and differentiate these by integrating new technologies to make them more powerful and convenient, such as our global gateway and smart devices to create a differentiated value proposition. • Superior Client Experiences —Our solutions create superior experiences for our business and consumers across their customer journey, including in-store, online, mobile, as well as hybrid models such as pay online/pick up in-store and cash-funded online purchases.
We also offer more traditional services, such as eCommerce payments and SMB merchant acquiring and differentiate these by integrating new technologies to make them more powerful and convenient, such as our global gateway and smart devices to create a differentiated value proposition. • Experience‑First Design for Businesses and Consumers: We focus on designing experiences that feel intuitive, reliable and consistent across channels, whether in‑store, online, mobile or hybrid models.
We organize our business in two segments, Digital Wallets represented approximately $766 million or 45%, of our revenue and Merchant Solutions represented approximately $958 million, or 56 %, of our revenue for the year ended December 31, 2024.
We operate through two business segments; Digital Wallets which represented approximately $815 million, or 47%, of our revenue and Merchant Solutions which represented approximately $905 million, or 53%, of our revenue for the year ended December 31, 2025.
We believe that we are a leading player in the eCash market, connecting merchants with millions of cash-based consumers across a number of high-growth verticals and geographies. • Digital Leisure —We believe consumer demand for digital goods & services are increasing, this includes leisure-related goods and services bought online, e-commerce, streamed video & audio, digital sports betting, NFTs, video game software and services and digital advertising.
We believe Paysafe is a leading player in the eCash market, connecting merchants with millions of cash‑based consumers across high‑growth verticals and geographies, and expanding access to digital experiences. • Expansion of Digital Leisure: Consumer demand for digital goods and services continues to grow across categories including eCommerce, streamed video and audio, digital sports betting, video games, NFTs and digital advertising.
Our proprietary digital wallet solutions are marketed under the NETELLER and Skrill brand names, as well as proprietary pay-by-bank solutions. Skrill and NETELLER remove friction from complex commerce situations and dramatically simplify the complexity of traditional payment mechanisms, such as card-based payments, enabling our active users to send, spend, store and accept funds online more easily.
These solutions remove friction from complex commerce situations and dramatically simplify the complexity of traditional payment mechanisms, such as card-based payments, enabling our active users to send, spend, store and accept funds online more easily. Our pay-by-bank solution is an alternative for eCommerce applications that provides a safe, low-cost payment alternative for consumers and merchants.
Coy, Philip McHugh and Ismail (Izzy) Dawood, was filed in the United States District Court for the Southern District of New York, naming among others the Company, our former Chief Executive Officer and our former Chief Financial Officer, as defendants.
On December 10, 2021, a class action complaint, Lisa Wiley v Paysafe Limited was filed in the United States District Court for the Southern District of New York, naming among others the Company, our former Chief Executive Officer and our former Chief Financial Officer, as defendants.
We enable paysafecard users to pay for content and services across various Google platforms in over 15 countries, such as the Google Play Store, YouTube and Stadia, and have enabled the push-provisioning of our Skrill prepaid and NET+ cards into Google Pay. • Paysafe has a strong global banking infrastructure —Paysafe leverages a network of nearly 100 commercial banks across 34 countries.
Paysafe also enables PaysafeCard users to access content and services across Google platforms in over 15 countries, including Google Play, YouTube and Stadia, and supports push‑provisioning of Skrill prepaid and NET+ cards into Google Pay. • Global banking and liquidity infrastructure. Paysafe operates a strong global banking network, working with nearly 90 commercial banks across 36 countries .
The combination of this breadth of solutions, our sophisticated risk management and our deep regulatory expertise and deep industry knowledge across target verticals enables us to empower 18 million active users in more than 120 countries and over 200,000 SMBs to conduct secure and friction-less commerce across online, mobile, in-app and in-store channels.
Our integrated platform supports a broad range of payment capabilities, underpinned by focused risk management, strong regulatory expertise and deep industry knowledge. This combination enables us to serve 18 million active users in more than 120 countries and approximately 200,000 SMBs, supporting secure and 29 friction‑less commerce across online, mobile, in-app and in-store environments.
In November 2015, Optimal Payments changed its name to Paysafe Group plc, incorporated in the Isle of Man. • In December 2015, Paysafe Group plc listed its shares on the main market of the London Stock Exchange. • Our Privatization and Significant Investment in the Business — In December 2017, a consortium led by CVC Capital Partners and Blackstone agreed to acquire Paysafe for approximately a $4 billion U.S. dollar equity value and the Company’s shares were delisted from the London Stock Exchange in December 2017. • Our Transaction — Paysafe Limited was incorporated under the laws of Bermuda on November 23, 2020 for the purpose of effectuating the Transaction described herein and became the parent company of the combined business following the consummation of the Transaction, which was consummated on March 30, 2021.
In December 2015, the company listed its shares on the main market of the London Stock Exchange. • Privatization and long term investment — In December 2017, a consortium led by CVC Capital Partners and Blackstone acquired Paysafe for approximately a $4 billion U.S. dollar equity value and the company was delisted from the London Stock Exchange, marking the start of a new phase of private ownership and investment. • Corporate reorganization and transaction — Paysafe Limited was incorporated in Bermuda on November 23, 2020 to effectuate the Transaction described herein and became the parent company of the combined business following the consummation of the Transaction on March 30, 2021. • Public listing on the NYSE : On March 31, 2021, Paysafe began trading on the New York Stock Exchange under the ticker symbol “PSFE,” expanding access to the public capital markets.
We work with top tier institutions such as J.P. Morgan Chase, Bank of America, and BBVA, BMO and PNC as well as employ a network of regional and domestic banks across the Americas, the EMEA region, and Asia to augment our reach and serve our markets locally.
This includes relationships with top‑tier institutions such as J.P. Morgan Chase, Bank of America, BBVA, BMO and PNC, alongside regional and domestic banks across the Americas, EMEA and Asia to support local market operations.
This enables our clients to get all of the features and benefits of 37 being a PayFac without the risk, extensive underwriting and registration burdens, cash reserve requirements, or compliance and monitoring overhead. Our Customer Service & Support We provide customer support services that have been designed to address the specific support issues of each of our two business segments.
This enables our clients to get all of the features and benefits of being a PayFac without the risk, extensive underwriting and registration burdens, cash reserve requirements, or compliance and monitoring overhead. Customer Care for Merchants and Consumers We deliver customer care services designed to meet the distinct needs of both our merchant partners and our consumer users.
We accept virtually every type of payment: from major credit and debit cards to local payment options that gives customers maximum flexibility. We offer a simple integration process and a single point of contact, attractive authorization rates, and a scalable platform capable of handling large volumes.
We support a majority of the major payment type, from credit and debit cards to local payment options, offering customers flexibility while providing merchants with a single integration point, attractive authorization rates and a platform capable of handling high transaction volumes.
Both the EU and UK are proposing changes to law that could result in additional licensing requirements and regulatory compliance obligations in respect of the provision of crypto related services which will require additional effort to analyze and comply with.
Authorization to operate in the EU as a Crypto Asset Service Provider under the EU’s MiCA Regulation has been obtained. The UK is proposing changes to its laws that will result in additional licensing requirements and regulatory compliance obligations with respect to crypto related services which will require additional effort to comply with and analyze.
In Latin America we offer Safetypay, a platform that enables eCommerce transactions in 14 Latin American countries, and PagoEfectivo, the leading alternative payment platform and Brand in Peru which positions us to compete well in this growing market.
The PaysafeCard Mastercard, which can be funded with cash through a fully verified digital PaysafeCard account, or with credits from online gaming merchants, is currently available to our customers in 18 countries. 37 In Latin America we offer Safetypay, a platform that enables eCommerce transactions in 16 Latin American countries, and PagoEfectivo, the leading alternative payment platform and brand in Peru which positions us to compete well in this growing market.
However, they represent an opportunity for us to add specific features, distribution and active users which can be incorporated into our global digital wallet solutions.
However, they represent an opportunity for us to add specific features, distribution and active users which can be incorporated into our global digital wallet solutions. Similar to this, we believe there are attractive consolidation opportunities to add distribution, capabilities and client bases in eCash, Online, APMs and iGaming value-added services around the world.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeResults of Operations Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The following table sets forth our results of operations for the years ended December 31, 2024 and 2023: Year ended December 31, Variance (U.S. dollars in thousands) 2024 2023 $ % Revenue 1,704,835 1,601,138 103,697 6.5 % Cost of services (excluding depreciation and amortization) 715,762 663,212 52,550 7.9 % Selling, general and administrative 575,553 508,136 67,417 13.3 % Depreciation and amortization 273,364 263,433 9,931 3.8 % Impairment expense on goodwill and intangible assets 823 1,254 (431 ) (34.4 )% Restructuring and other costs 5,178 6,061 (883 ) (14.6 )% Loss on disposal of subsidiaries and other assets, net 801 386 415 107.5 % Operating income / (loss) 133,354 158,656 (25,302 ) (15.9 )% Other income, net 21,475 13,081 8,394 64.2 % Interest expense, net (140,805 ) (151,148 ) 10,343 (6.8 )% Income / (loss) before taxes 14,024 20,589 (6,565 ) (31.9 )% Income tax (benefit) / expense (8,136 ) 40,840 48,976 119.9 % Net income / (loss) 22,160 (20,251 ) 42,411 209.4 % 54 Revenue Revenue increased by $103,697, or 6.5%, to $1,704,835 for the year ended December 31, 2024 from $1,601,138 for the year ended December 31, 2023.
Biggest changeResults of Operations Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 The following table sets forth our results of operations for the years ended December 31, 2025 and 2024: 55 Year ended December 31, Variance (U.S. dollars in thousands) 2025 2024 $ % Revenue 1,701,388 1,704,835 (3,447 ) (0.2 )% Cost of services (excluding depreciation and amortization) 741,197 715,762 25,435 3.6 % Selling, general and administrative 563,647 575,553 (11,906 ) (2.1 )% Depreciation and amortization 274,107 273,364 743 0.3 % Impairment expense on goodwill and intangible assets 1,423 823 600 72.9 % Restructuring and other costs 48,366 5,178 43,188 834.1 % Loss on disposal of subsidiaries and other assets, net 732 801 (69 ) (8.6 )% Operating income 71,916 133,354 (61,438 ) (46.1 )% Other (expense) / income, net (7,563 ) 21,475 (29,038 ) (135.2 )% Interest expense, net (136,414 ) (140,805 ) 4,391 (3.1 )% (Loss)/ income before taxes (72,061 ) 14,024 (86,085 ) (613.8 )% Income tax expense / (benefit) 110,446 (8,136 ) (118,582 ) 1457.5 % Net (loss) / income (182,507 ) 22,160 (204,667 ) 923.6 % Revenue Revenue decreased by $3,447, or 0.2%, to $1,701,388 for the year ended December 31, 2025 from $1,704,835 for the year ended December 31, 2024.
A reconciliation between the statutory income tax rate and the income tax benefit / provision reported in the Consolidated Statements of Comprehensive Income / (Loss) is summarized in Note 3, Taxation, within Item 18, Financial Statements included elsewhere in this Report.
A reconciliation between the statutory income tax rate and the income tax benefit / provision reported in the Consolidated Statements of Comprehensive (Loss) / Income is summarized in Note 3, Taxation, within Item 18, Financial Statements included elsewhere in this Report.
The contracts primarily relate to: (i) certain bank sponsor agreements, under which we may be required to provide indemnification to the bank in respect of losses they may incur as a result of processing card payments for relevant merchants; (ii) certain merchant and vendor agreements where we may be required to indemnify the merchant or vendor against any third party claims resulting from a violation of intellectual property rights or for any breach of the representations, 61 warranties, obligations, or covenants in the agreement or against losses resulting from a data breach suffered by the Company; (iii) certain business purchase agreements, under which we may provide customary indemnification to the seller of the business being acquired; and (iv) certain real estate leases, under which we may be required to indemnify property owners for environmental and other liabilities, and other claims arising from our use of the applicable premises.
The contracts primarily relate to: (i) certain bank sponsor agreements, under which we may be required to provide indemnification to the bank in respect of losses they may incur as a result of processing card payments for relevant merchants; (ii) certain merchant and vendor agreements where we may be required to indemnify the merchant or vendor against any third party claims resulting from a violation of intellectual property rights or for any breach of the representations, warranties, obligations, or covenants in the agreement or against losses resulting from a data breach suffered by the Company; (iii) certain business purchase agreements, under which we may provide customary indemnification to the seller of the business being acquired; and (iv) certain real estate leases, under which we may be required to indemnify property owners for environmental and other liabilities, and other claims arising from our use of the applicable premises.
Credit quality of a customer and distributor is assessed based on their industry, geographical location and financial background, with credit risk managed based on this assessment (i.e. trading limits, shortened payment period and/or requiring collateral, usually in the form of bank guarantees, insurance or cash deposits or holdbacks which can legally be claimed by the Group to cover unpaid receivables).
Credit quality of a customer and distributor is assessed based on their industry, geographical location and financial background, with credit risk managed based on this assessment (i.e. trading limits, shortened payment period and/or requiring collateral, usually in the 60 form of bank guarantees, insurance or cash deposits or holdbacks which can legally be claimed by the Group to cover unpaid receivables).
Segment Adjusted EBITDA includes the revenues of the segment less operating expenses that are directly related to those revenues and an allocation of shared costs and excludes the impact of income tax (benefit)/expense, interest expense, net, depreciation and amortization, share-based compensation expense, impairment expense on 56 goodwill and intangible assets, restructuring and other costs, loss/(gain) on disposal of subsidiaries and other assets, net, and other (expense)/income, net.
Segment Adjusted EBITDA includes the revenues of the segment less operating expenses that are directly related to those revenues and an allocation of shared costs and excludes the impact of income tax (benefit)/expense, interest expense, net, depreciation and amortization, share-based compensation expense, impairment expense on goodwill and intangible assets, restructuring and other costs, loss/(gain) on disposal of subsidiaries and other assets, net, and other (expense)/income, net.
For instance, both of the Company’s Merchant Solutions and Digital Wallets businesses historically experience increased activity during the traditional holiday period and around other nationally recognized holidays, when certain of our game’s operators may run promotions, consumers enjoy more leisure time and younger consumers may receive our products as gifts.
For instance, both of the Company’s Merchant Solutions and Digital Wallets businesses historically experience increased activity during the traditional holiday period and around other nationally recognized holidays, when certain of our game’s operators may run promotions, consumers enjoy 59 more leisure time and younger consumers may receive our products as gifts.
Litigation provision 64 Through the normal course of the Company’s business, the Company is subject to a number of litigation proceedings both brought against and brought by the Company. The Company maintains liabilities for losses from legal actions that are recorded when they are determined to be both probable in their occurrence and can be reasonably estimated.
Litigation provision Through the normal course of the Company’s business, the Company is subject to a number of litigation proceedings both brought against and brought by the Company. The Company maintains liabilities for losses from legal actions that are recorded when they are determined to be both probable in their occurrence and can be reasonably estimated.
Judgment is required in assessing the timing and amounts of deductible and taxable items. Deferred tax assets are amounts available to reduce income taxes payable on taxable income in future years and are initially recognized at enacted tax rates. 63 To the extent deferred tax assets are not expected to be realized, we record a valuation allowance.
Judgment is required in assessing the timing and amounts of deductible and taxable items. Deferred tax assets are amounts available to reduce income taxes payable on taxable income in future years and are initially recognized at enacted tax rates. To the extent deferred tax assets are not expected to be realized, we record a valuation allowance.
We monitor liquidity levels within our regulated entities on an ongoing basis, in accordance with our liquidity and capital adequacy assessment framework. 59 B. Liquidity and Capital Resources Our primary sources of liquidity have been funds generated from operations, issuance of debt, the use of our revolving credit facilities and a line of credit.
We monitor liquidity levels within our regulated entities on an ongoing basis, in accordance with our liquidity and capital adequacy assessment framework. B. Liquidity and Capital Resources Our primary sources of liquidity have been funds generated from operations, issuance of debt, the use of our revolving credit facilities and a line of credit.
General and administrative expenses are comprised of expenses associated with operational and supporting personnel-related costs, including salaries and benefits, as well as 51 credit losses on financial assets, corporate management, information technology, office infrastructure, external professional services and other activities.
General and administrative expenses are comprised of expenses associated with operational and supporting personnel-related costs, including salaries and benefits, as well as credit losses on financial assets, corporate management, information technology, office infrastructure, external professional services and other activities.
The estimation process also includes consideration of qualitative and quantitative risk factors associated with the age of asset balances, expected timing and probability of default, loss given default, exposure at default, merchant risk profiles, and relevant macro-economic factors.
The estimation process also includes consideration of qualitative and quantitative risk factors associated with the age of asset balances, expected timing and probability of default, loss given 64 default, exposure at default, merchant risk profiles, and relevant macro-economic factors.
These measures may not be comparable to other performance measures used by the Company’s competitors. 52 Volume and Take Rate Gross dollar volume is calculated as the dollar value of payment transactions processed by the Company.
These measures may not be comparable to other performance measures used by the Company’s competitors. Volume and Take Rate Gross dollar volume is calculated as the dollar value of payment transactions processed by the Company.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2024 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2025 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause such differences are discussed in “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.” A discussion regarding our financial condition and results of operation for the fiscal year ended December 31, 2024, compared to the fiscal year ended December 31, 2023, is presented below.
Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause such differences are discussed in “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.” A discussion regarding our financial condition and results of operation for the fiscal year ended December 31, 2025, compared to the fiscal year ended December 31, 2024, is presented below.
The combination of this breadth of solutions, our sophisticated risk management and our deep regulatory expertise and deep industry knowledge across specialized verticals enables us to empower 18 million active users in more than 120 countries and over 200,000 SMBs to conduct secure and friction-less commerce across online, mobile, in-app and in-store channels.
The combination of this breadth of solutions, our sophisticated risk management and our deep regulatory expertise and deep industry knowledge across specialized verticals enables us to empower 18 million active users in more than 120 countries and approximately 200,000 SMBs to conduct secure and friction-less commerce across online, mobile, in-app and in-store channels.
Subject to the limits contained in the credit agreements that govern our credit facilities, we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. All interest and mandatory debt repayments were satisfied during the years ended December 31, 2024 and 2023.
Subject to the limits contained in the credit agreements that govern our credit facilities, we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. All interest and mandatory debt repayments were satisfied during the years ended December 31, 2025 and 2024.
In the fourth quarter of 2022, we revised our reportable segments, which are the same as our operating segments, as a result of a change in our Chief Operating Decision Maker (“CODM”) and how our CODM regularly 48 reviews financial information to allocate resources and assess performance. The prior year information has been revised to reflect this change.
In the fourth quarter of 2022, we revised our reportable segments, which are the same as our operating segments, as a result of a change in our Chief Operating Decision Maker (“CODM”) and how our CODM regularly 49 reviews financial information to allocate resources and assess performance. The prior year information has been revised to reflect this change.
A discussion regarding our financial condition and results of operations for fiscal year ended December 31, 2023, compared to the fiscal year ended December 31, 2022, unless otherwise noted, can be found under Item 5 in our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on March 20, 2024, which is available on the SEC’s website at https://www.sec.gov and on the SEC Filings section of the Investors section of our website at: https://ir.paysafe.com/regulatory-filings .
A discussion regarding our financial condition and results of operations for fiscal year ended December 31, 2024, compared to the fiscal year ended December 31, 2023, unless otherwise noted, can be found under Item 5 in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on March 4, 2025, which is available on the SEC’s website at https://www.sec.gov and on the SEC Filings section of the Investors section of our website at: https://ir.paysafe.com/regulatory-filings .
As of December 31, 2024 and 2023, the Company was in compliance with all financial covenants associated with its debt. In addition, the Company is required to maintain minimum levels of liquidity within its regulated businesses within the United Kingdom and Ireland in accordance with our regulatory requirements.
As of December 31, 2025 and 2024, the Company was in compliance with all financial covenants associated with its debt. In addition, the Company is required to maintain minimum levels of liquidity within its regulated businesses within the United Kingdom and Ireland in accordance with our regulatory requirements.
Merchant Solutions: Merchant Solutions is marketed under the Paysafe and Petroleum Card Services brands.
Merchant Solutions: Merchant Solutions is marketed under the Paysafe and Petroleum Card Services ("PCS") brands.
For further information on these contractual obligations, see Note 8, Debt , and Note 17, Leases, within Item 18, Financial Statements included elsewhere in this Report.
For further information on these contractual obligations, see Note 8, Debt , and Note 16, Leases, within Item 18, Financial Statements included elsewhere in this Report.
We sell our solutions online to smaller merchants using targeted marketing campaigns designed to address specific use cases across verticals, geographies and user profiles. We also leverage a network of partners, such as ISVs and independent sales organizations (“ISOs”), who integrate our solutions into their own services or resell our solutions by utilizing their own sales initiatives.
We sell our solutions online to smaller merchants using targeted marketing campaigns designed to address specific use cases across verticals, geographies and user profiles. We also leverage a network of partners, such as ISVs and ISOs, who integrate our solutions into their own services or resell our solutions by utilizing their own sales initiatives.
Pillar Two Work is currently being undertaken by the OECD on potential future recommendations related to the challenges arising from the digitalization of the global economy, specifically relating to reform of the international allocation of taxing rights (“Pillar One”) and a system ensuring a minimum level of tax for multinational enterprises (“Pillar Two”).
Pillar Two Work is currently being undertaken by the Organisation for Economic Co-operation and Development ("OECD") on potential future recommendations related to the challenges arising from the digitalization of the global economy, specifically relating to reform of the international allocation of taxing rights (“Pillar One”) and a system ensuring a minimum level of tax for multinational enterprises (“Pillar Two”).
For the years ended December 31, 2024, 2023 and 2022, intangible asset impairments of $823, $1,254 and $5,036 were recognized within the Merchant Solutions and Digital Wallets segments. Reduced earnings, loss of key customer relationships, obsolescence or other factors may result in additional material impairments of intangible assets in future periods.
For the years ended December 31, 2025, 2024 and 2023, intangible asset impairments of $785, $823 and $1,254 were recognized within the Merchant Solutions and Digital Wallets segments. Reduced earnings, loss of key customer relationships, obsolescence or other factors may result in additional material impairments of intangible assets in future periods.
Intersegment transactions are primarily for processing credit card transactions and deposits between segments. (2) Selling, general and administrative excludes share-based compensation costs which are not included in our definition of Segment Adjusted EBITDA. The commentary included below exclude amounts that are outside of our definition of Segment Adjusted EBITDA. Refer to the commentary of these amounts under “Results of Operations”.
Intersegment transactions are primarily for processing credit card transactions and deposits between segments. (2) Selling, general and administrative excludes share-based compensation costs which are not included in our definition of Segment Adjusted EBITDA. The commentary included below exclude amounts that are outside of our definition of Segment Adjusted EBITDA.
We had $269,360 available under our Revolving Credit Facility as of December 31, 2023. We have various contractual obligations in the normal course of our operations and financing activities. Our most significant contractual obligations relate to the principal outstanding amount of the Company’s debts, including interest payments, and operating lease obligations.
We had $214,287 available under our Revolving Credit Facility as of December 31, 2024. We have various contractual obligations in the normal course of our operations and financing activities. Our most significant contractual obligations relate to the principal outstanding amount of the Company’s debts, including interest payments, and operating lease obligations.
Intercompany funding is typically undertaken in the functional currency of the operating entities or undertaken to ensure offsetting currency exposures. 58 As of December 31, 2024, had the U.S. dollar strengthened by 10% in relation to all the other currencies, with all other variables held constant, the net assets of the Company would have decreased by $21.5 million.
Intercompany funding is typically undertaken in the functional currency of the operating entities or undertaken to ensure offsetting currency exposures. As of December 31, 2025, had the U.S. dollar strengthened by 10% in relation to all the other currencies, with all other variables held constant, the net assets of the Company would have decreased by $8.1 million.
As of December 31, 2024, an increase of 100 basis points in interest rates offered on the bank borrowings would result in a $12.6 million unfavorable impact on net loss and a decrease of 100 basis points would have an equal and opposite effect on net earnings related to the Company’s borrowings.
As of December 31, 2025, an increase of 100 basis points in interest rates offered on the bank borrowings would result in a $13.2 million unfavorable impact on net loss and a decrease of 100 basis points would have an equal and opposite effect on net earnings related to the Company’s borrowings.
As discussed in Note 3, Taxation , within Item 18, Financial Statements as of December 31, 2024 the Company has $4,957 of liabilities associated with uncertain tax positions in the various jurisdictions in which the Company conducts operations.
As discussed in Note 3, Taxation , within Item 18, Financial Statements as of December 31, 2025 the Company has $2,949 of liabilities associated with uncertain tax positions in the various jurisdictions in which the Company conducts operations.
Cost of services (excluding depreciation and amortization) for Digital Wallets consists primarily of commission paid to distributors, and the costs to accept a customer’s funding source of payment and subsequent withdrawals from the wallet. These costs include fees paid to payment processors and other financial institutions. These expenses exclude any depreciation or amortization, which is described below.
Cost of services (excluding depreciation and amortization) for Digital Wallets consists primarily of commission paid to distributors, and the costs to accept a customer’s funding source of payment and subsequent withdrawals from the wallet. These costs include fees paid to payment processors and other financial institutions.
Operating Results Our Company Paysafe is a leading, global pioneer in digital commerce with $152 billion in volume processed in 2024 and $140 billion on processed in 2023, generating $1.7 billion in revenue in 2024 and $1.6 billion in revenue in 2023.
Operating Results Our Company Paysafe is a leading, global pioneer in digital commerce with $167 billion in volume processed in 2025 and $152 billion in 2024, generating $1.7 billion in revenue in 2025 and $1.7 billion in revenue in 2024.
In February 2025, an additional $70,000 of our common shares was authorized. We expect to fund future repurchases, if any, through a combination of cash on hand, cash generated by operations and future financing transactions, if appropriate. Accordingly, our Share Repurchase Program is subject to us having available cash to fund repurchases.
During the year ended December 31, 2025, an additional $140,000 of our common shares was authorized. We expect to fund future repurchases, if any, through a combination of cash on hand, cash generated by operations and future financing transactions, if appropriate. Accordingly, our Share Repurchase Program is subject to us having available cash to fund repurchases.
Our non-GAAP measure may not be comparable to other similarly titled measures used by other companies and has limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of the operating results as reported under GAAP.
Although we believe the non-GAAP measure is useful for investors for the same reasons, the measure is not a substitute for GAAP financial measures or disclosures. 54 Our non-GAAP measure may not be comparable to other similarly titled measures used by other companies and has limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of the operating results as reported under GAAP.
We assess our liquidity through an analysis of our working capital together with our other sources of liquidity. As of December 31, 2024 and 2023, we had $216,683 and $202,322 in cash and cash equivalents. Furthermore, we had $214,287 available under our $305,000 Revolving Credit Facility as of December 31, 2024.
We assess our liquidity through an analysis of our working capital together with our other sources of liquidity. As of December 31, 2025 and 2024, we had $250,168 and $216,683 in cash and cash equivalents. Furthermore, we had $78,816 available under our $305,000 Revolving Credit Facility as of December 31, 2025.
Selling, general and administrative Selling, general and administrative consists primarily of employee related costs, including salaries and benefits, share based compensation, credit losses, information technology expenses and other administrative costs as noted below. Selling expenses are comprised of sales and marketing personnel-related costs, including salaries, and benefits.
These expenses exclude any depreciation or amortization, which is described below. 52 Selling, general and administrative Selling, general and administrative consists primarily of employee related costs, including salaries and benefits, share based compensation, credit losses, information technology expenses and other administrative costs as noted below. Selling expenses are comprised of sales and marketing personnel-related costs, including salaries, and benefits.
During the years ended December 31, 2024 and 2023, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures, or capital resources, other than letters of credit and financial guarantee contracts entered into in the ordinary course of business.
During the years ended December 31, 2025 and 2024, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures, or capital resources, other than letters of credit and financial guarantee contracts entered into in the ordinary course of business. 61 In addition to our cash and cash equivalents on our Consolidated Statements of Financial Position, we expect to continue to generate cash from our normal operations as well as the ability to draw down on our credit facilities, disclosed below, as required.
Analysis by Segment We operate in two operating segments: Merchant Solutions and Digital Wallets. Our reportable segments are the same as our operating segments. Segment Adjusted EBITDA is reported to the Chief Operating Decision Maker for purposes of making decisions about allocating resources to the segments and assessing their performance.
Our reportable segments are the same as our operating segments. Segment Adjusted EBITDA is reported to the Chief Operating Decision Maker for purposes of making decisions about allocating resources to the segments and assessing their performance.
This was partly offset by cash outflows of $87,266 in working capital.
This was partly offset by cash outflows of $18,779 in working capital.
Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. As of December 31, 2024, we had $19,347 of net deferred tax assets in the UK.
Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
For a further discussion of trends, uncertainties and other factors that could affect our operating results see the section entitled “Information on the Company – Business Overview” and “Risk Factors” in this Report.
Trends and Factors Affecting Our Future Performance Significant trends and factors that we believe may affect our future performance include the items noted below. For a further discussion of trends, uncertainties and other factors that could affect our operating results see the section entitled “Information on the Company – Business Overview” and “Risk Factors” in this Report.
Segment Adjusted EBITDA increased by $20,319 or 6.4%, to $339,025 for the year ended December 31, 2024 from $318,706 for the year ended December 31, 2023 which is due to the variances explained above. Seasonality We have experienced in the past, and expect to continue to experience, seasonal fluctuations in our business.
Segment Adjusted EBITDA increased by $12,709 or 3.7%, to $351,734 for the year ended December 31, 2025 from $339,025 for the year ended December 31, 2024 which is due to the variances explained above. Seasonality We have experienced in the past, and expect to continue to experience, seasonal fluctuations in our business.
The balance drawn on the revolving credit facility as of December 31, 2024 and 2023 was $90,713 and $35,640, respectively. As of December 31, 2024 and 2023, the total principal amount of our external borrowings was $2,390,689 and $2,519,857, respectively.
The balance drawn on the revolving credit facility as of December 31, 2025 and 2024 was $226,184 and $90,713, respectively. As of December 31, 2025 and 2024, the total principal amount of our external borrowings was $2,639,448 and $2,390,689, respectively.
Discount rate assumptions are based on determining a cost of debt and equity and an assessment as to whether there are risks not adjusted for in the future cash flows of the respective reporting unit. No indicators of impairment were identified in the reporting units during the year ended December 31, 2024.
Discount rate assumptions are based on determining a cost of debt and equity and an assessment as to whether there are risks not adjusted for in the future cash flows of the respective reporting unit.
We include a non-GAAP measure in this Report because it is a basis upon which our management assess our performance and we believe it reflects the underlying trends and an indicator of our business. Although we believe the non-GAAP measure is useful for investors for the same reasons, the measure is not a substitute for GAAP financial measures or disclosures.
We include a non-GAAP measure in this Report because it is a basis upon which our management assess our performance and we believe it reflects the underlying trends and an indicator of our business.
Borrowings and repayments on all facilities, excluding voluntary repurchases, were $1,075,352 and $1,039,718, respectively, for the year ended December 31, 2024 and $1,025,597 and $1,021,724, respectively, for the year ended December 31, 2023.
Borrowings and repayments on all facilities, excluding voluntary repurchases, were $1,098,963 and $994,214, respectively, for the year ended December 31, 2025 and $1,075,352 and $1,039,718, respectively, for the year ended December 31, 2024.
Non-cash items include: depreciation and amortization; unrealized foreign exchange gain/(loss); deferred tax (expense)/benefit; shared-based compensation, non-cash interest expense, net; other (expense)/income, net; impairment expense on goodwill and intangible assets; allowance for credit losses; gain/(loss) on disposal of subsidiaries and other assets, net; and non-cash lease expense. 60 Movements in working capital include the movements in: accounts receivable, net; prepaid expenses, other current assets and related party receivables; accounts payable, other liabilities, and income tax payable / (receivable).
Non-cash items include: depreciation and amortization; unrealized foreign exchange gain/(loss); deferred tax (expense)/benefit; shared-based compensation, non-cash interest expense, net; other (expense)/income, net; impairment expense on goodwill and intangible assets; allowance for credit losses; gain/(loss) on disposal of subsidiaries and other assets, net; and non-cash lease expense.
The contingent consideration to be received is based on the future distributable cash generated by the disposed subsidiary. C. Research and Development, patents and licenses, etc. For further discussion regarding research and development refer to Item 4.B. Information on the Company—Business Overview, and Note 1, Basis of Presentation and Summary of Significant Accounting Policies , within Item 18, Financial Statements.
Research and Development, patents and licenses, etc. 63 For further discussion regarding research and development refer to Item 4.B. Information on the Company—Business Overview, and Note 1, Basis of Presentation and Summary of Significant Accounting Policies , within Item 18, Financial Statements. D.
The Digital Wallets revenue streams are almost entirely derived from charging merchants fees for allowing payments on their platforms using our services or from charging customers on a transactional basis for using our services.
Substantially all of our Merchant Solutions revenue stream is earned by charging merchants processing fees for facilitating payment processing transactions. The Digital Wallets revenue streams are almost entirely derived from charging merchants fees for allowing payments on their platforms using our services or from charging customers on a transactional basis for using our services.
This is offset partially by a decrease in operating income mainly driven by increased selling, general and administrative expenses. Non-GAAP financial measure Adjusted EBITDA Adjusted EBITDA for the Company decreased by $6,609, or 1.4%, to $452,054 for the year ended December 31, 2024 from $458,663 for the year ended December 31, 2023.
This is offset partially by a decrease a decrease in selling, general and administrative expenses. Non-GAAP financial measure Adjusted EBITDA Adjusted EBITDA for the Company decreased by $23,206, or 5.1%, to $428,848 for the year ended December 31, 2025 from $452,054 for the year ended December 31, 2024.
Separately, on July 11, 2023, the UK enacted into domestic law measures to apply a top-up tax on subsidiary profits taxed at an effective rate of less than 15% for accounting periods beginning on or after December 31, 2023.
Separately, on July 11, 2023, the UK enacted into domestic law measures to apply a multinational top-up tax and domestic top-up tax on profits taxed at an effective rate of less than 15% which became effective for the Company on January 1, 2024.
Digital Wallets The following table presents our results for the Digital Wallets operating segment for the year ended December 31, 2024 and 2023: For the year ended December 31, Variance (U.S. dollars in thousands) 2024 2023 $ % Revenue (1) 765,505 734,669 30,836 4.2 % Cost of services (excluding depreciation and amortization) (1) 215,263 205,999 9,264 4.5 % Selling, general and administrative (2) 211,217 209,964 1,253 0.6 % Segment Adjusted EBITDA 339,025 318,706 20,319 6.4 % 57 (1) Amount includes intersegment transactions that are attributable to the segment.
Digital Wallets The following table presents our results for the Digital Wallets operating segment for the year ended December 31, 2025 and 2024: For the year ended December 31, Variance (U.S. dollars in thousands) 2025 2024 $ % Revenue (1) 814,727 765,505 49,222 6.4 % Cost of services (excluding depreciation and amortization) (1) 240,776 215,263 25,513 11.9 % Selling, general and administrative (2) 222,217 211,217 11,000 5.2 % Segment Adjusted EBITDA 351,734 339,025 12,709 3.7 % (1) Amount includes intersegment transactions that are attributable to the segment.
Segment Adjusted EBITDA decreased by $31,303 or 14.1%, to $190,851 for the year ended December 31, 2024 from $222,154 for the year ended December 31, 2023 which is dues to variances explained above.
Segment Adjusted EBITDA decreased by $45,157 or 23.7%, to $145,694 for the year ended December 31, 2025 from $190,851 for the year ended December 31, 2024 which is dues to variances explained above.
Investors should consider any key performance indicator together with the presentation of our results of operations and financial condition under GAAP, rather than as an alternative to GAAP financial measures.
We believe that these key performance indicators are useful in understanding the underlying trends in the Company’s businesses. There are limitations inherent in key performance indicators. Investors should consider any key performance indicator together with the presentation of our results of operations and financial condition under GAAP, rather than as an alternative to GAAP financial measures.
The following table sets forth our gross dollar volume and take rate for the years ended December 31, 2024 and 2023: For the year ended December 31, 2024 (U.S. dollars in millions) Merchant Solutions Digital Wallets Intersegment Total Gross dollar volume (1) $ 129,899 $ 23,327 $ (1,481 ) $ 151,745 Take Rate 0.7 % 3.3 % 1.2 % 1.1 % For the year ended December 31, 2023 (U.S. dollars in millions) Merchant Solutions Digital Wallets Intersegment Total Gross dollar volume (1) $ 118,675 $ 22,445 $ (906 ) $ 140,214 Take Rate 0.7 % 3.3 % 1.3 % 1.1 % Increase / (Decrease) - 2024 vs 2023 (U.S. dollars in millions) Merchant Solutions Digital Wallets Intersegment Total Gross dollar volume (1) $ 11,224 $ 882 $ (575 ) $ 11,531 Take Rate 0.0 % 0.0 % (0.1 )% 0.0 % (1) Volumes for the year ended December 31, 2024 and 2023 exclude embedded finance related volumes of $0.2 billion and $20.5 billion, respectively.
The following table sets forth our gross dollar volume and take rate for the years ended December 31, 2025 and 2024: For the year ended December 31, 2025 (U.S. dollars in millions) Merchant Solutions Digital Wallets Intersegment Total Gross dollar volume (1) $ 141,978 $ 26,350 $ (1,564 ) $ 166,764 Take Rate 0.6 % 3.1 % 1.2 % 1.0 % For the year ended December 31, 2024 (U.S. dollars in millions) Merchant Solutions Digital Wallets Intersegment Total Gross dollar volume (1) $ 129,899 $ 23,327 $ (1,481 ) $ 151,745 Take Rate 0.7 % 3.3 % 1.2 % 1.1 % Increase / (Decrease) - 2025 vs 2024 (U.S. dollars in millions) Merchant Solutions Digital Wallets Intersegment Total Gross dollar volume (1) $ 12,079 $ 3,023 $ (83 ) $ 15,019 Take Rate (0.1 )% (0.2 )% 0.0 % (0.1 )% (1) Volumes for the year ended December 31, 2025 and 2024 exclude embedded finance related volumes of less than $0.1 billion and $0.2 billion, respectively.
Income tax expense / benefit 55 Income tax benefit was $8,136 for the year ended December 31, 2024 compared to an income tax expense of $40,840 for the year ended December 31, 2023. The U.K. tax rate for 2024 was 25%.
Income tax expense / benefit Income tax expense was $110,446 for the year ended December 31, 2025 compared to an income tax benefit of $8,136 for the year ended December 31, 2024.
This was partly offset by cash outflows of $67,454 in working capital. Investing Activities Net cash used in investing activities decreased by $26,857 to $108,380 for the year ended December 31, 2024 from $135,237 for the year ended December 31, 2023.
This was partly offset by cash outflows of $87,266 in working capital. Investing Activities Net cash used in investing activities increased by $32,030 to $140,410 for the year ended December 31, 2025 from $108,380 for the year ended December 31, 2024.
This decrease primarily resulted from the outflow of the movement in settlement funds - merchant and customers, net of $163,837 for the year ended December 31, 2024, compared to an outflow of $588,151 for the year ended December 31, 2023.
The outflow of the movement in settlement funds - merchant and customers, net of $160,813 for the year ended December 31, 2025, remained relatively flat compared to an outflow of $163,837 for the year ended December 31, 2024.
The effective tax rate for the year ended December 31, 2023 was 198.4%. The change in the effective tax rate for the year ended December 31, 2024 compared to year ended December 31, 2023 primarily arises as a result of movements in the valuation allowance on restricted interest and tax loss carryforwards.
The effective tax rate for the year ended December 31, 2025 and 2024 was (153.3)% and (58.0)%, respectively. The change in the effective tax rate for the year ended December 31, 2025 compared to year ended December 31, 2024 primarily arises as a result of movements in the valuation allowance as described above.
Our effective tax rates will vary depending on the relative proportion of foreign to domestic income, interest, penalties, changes in the valuation of our deferred tax assets and liabilities, changes in uncertain tax positions, and changes in tax laws.
Our effective tax rates will vary depending on the relative proportion of foreign to domestic income, interest, penalties, changes in the valuation of our deferred tax assets and liabilities, changes in uncertain tax positions, and changes in tax laws. 53 Key Performance Indicators We regularly monitor the following key performance indicators to evaluate our business and trends, measure our performance, prepare financial projections and make strategic decisions.
For the year ended December 31, 2023, impairment expense relates to specifically identified software development costs which had no future economic benefit. Restructuring and other costs Restructuring and other costs decreased $883, or 14.6%, to $5,178 for the year ended December 31, 2024 from $6,061 for the year ended December 31, 2023.
The remainder of the expense for December 31, 2025 and 2024 relates to specifically identified software development costs which had no future economic benefit. Restructuring and other costs 56 Restructuring and other costs increased $43,188, or 834.1%, to $48,366 for the year ended December 31, 2025 from $5,178 for the year ended December 31, 2024.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Merchant Solutions The following table presents our results for the Merchant Solutions operating segment for the year ended December 31, 2024 and 2023: For the year ended December 31, Variance (U.S. dollars in thousands) 2024 2023 $ % Revenue (1) 957,623 878,346 79,277 9.0 % Cost of services (excluding depreciation and amortization) (1) 518,792 469,090 49,702 10.6 % Selling, general and administrative (2) 247,980 187,102 60,878 32.5 % Segment Adjusted EBITDA 190,851 222,154 (31,303 ) -14.1 % (1) Amount includes intersegment transactions that are attributable to the segment.
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Merchant Solutions The following table presents our results for the Merchant Solutions operating segment for the year ended December 31, 2025 and 2024: For the year ended December 31, Variance (U.S. dollars in thousands) 2025 2024 $ % Revenue (1) 904,668 957,623 (52,955 ) -5.5 % Cost of services (excluding depreciation and amortization) (1) 518,428 518,792 (364 ) -0.1 % Selling, general and administrative (2) 240,546 247,980 (7,434 ) -3.0 % Segment Adjusted EBITDA 145,694 190,851 (45,157 ) -23.7 % (1) Amount includes intersegment transactions that are attributable to the segment.
The consideration for the transaction consists of $2,000 cash and up to $50,000 in annual earnout payments over the next five years. The transaction closed on February 28, 2025 upon finalizing certain transition services-related items. Revenue generated by this business was $104,379 and $102,058 for the years ended December 31, 2024 and 2023, respectively.
The transaction closed on February 28, 2025 upon finalizing certain transition services-related items. Revenue generated by this business was $5,213, $104,379 and $102,058 for the years ended December 31, 2025, 2024 and 2023, respectively. In November 2023, our Board approved a share repurchase program (the “Share Repurchase Program”), authorizing us to repurchase up to $50,000 of our common shares.
Interest expense, net Interest expense, net primarily consists of the interest associated with our outstanding debt obligations and the amortization of debt issuance costs. Income tax (benefit)/expense Income tax (benefit)/expense represents income taxes generated in the United Kingdom and numerous foreign jurisdictions. These foreign jurisdictions have different statutory tax rates than the United Kingdom.
Income tax (benefit)/expense Income tax (benefit)/expense represents income taxes generated in the United Kingdom and numerous foreign jurisdictions. These foreign jurisdictions have different statutory tax rates than the United Kingdom.
The Company has provided for estimated top-up tax for territories where the QDMTT is in effect and have separately disclosed this in the Company’s tax rate reconciliation in Note 3, Taxation , within Item 18, Financial Statements. Global and regional economic conditions Our operations and performance depend significantly on global and regional economic conditions.
The Company has provided for estimated top-up tax for territories where the QDMTT is in effect and have separately disclosed this in the Company’s tax rate reconciliation in Note 3, Taxation , within Item 18, Financial Statements. One Big Beautiful Bill Act ("OBBBA") On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA").
For the year ended December 31, 2024, other income, net includes a gain on foreign exchange of $11,316, a gain on derivative instruments of $3,994, gains on debt repurchases of $1,696 and other income of $4,776. This was partially offset by a fair value loss on contingent consideration of $329.
For the year ended December 31, 2024, other expense / (income), net includes a gain on foreign exchange of $11,316, a gain on derivative instruments of $3,994, gains on debt repurchases of $1,696 and other income of $4,776. Analysis by Segment We operate in two operating segments: Merchant Solutions and Digital Wallets.
We do not regard the non-GAAP measure as a substitute for, or superior to, the equivalent measure calculated and presented in accordance with GAAP or the one calculated using a financial measure that is calculated in accordance with GAAP. 53 Adjusted EBITDA Adjusted EBITDA is defined as net income/(loss) before the impact of income tax (benefit)/expense, interest expense, net, depreciation and amortization, share-based compensation expense, impairment expense on goodwill and intangible assets, restructuring and other costs, loss/(gain) on disposal of subsidiaries and other assets, net, and other (expense)/income, net.
Adjusted EBITDA Adjusted EBITDA is defined as net income/(loss) before the impact of income tax (benefit)/expense, interest expense, net, depreciation and amortization, share-based compensation expense, impairment expense on goodwill and intangible assets, restructuring and other costs, loss/(gain) on disposal of subsidiaries and other assets, net, and other (expense)/income, net.
The Company maintains liabilities for losses from legal actions that are recorded when they are determined to be both probable in their occurrence and can be reasonably estimated. Additionally, the Company has contingent consideration payables associated with several historical acquisitions. Such contingent consideration payable was recognized at fair value on the acquisition date and is remeasured each reporting period.
The Company maintains liabilities for losses from legal actions that are recorded when they are determined to be both probable in their occurrence and can be reasonably estimated. Additionally, the Company has contingent consideration payables associated with the acquisition of merchant portfolios. The estimated amount of contingent consideration represents the probable amount of possible payouts. C.
Impairment expense on goodwill and intangible assets Impairment expense on goodwill and intangible assets decreased by $431 or 34.4%, to $823 for the year ended, December 31, 2024 from $1,254 for the year ended December 31, 2023. For the year ended December 31, 2024 and 2023 no goodwill impairment was recognized.
Impairment expense on goodwill and intangible assets Impairment expense on goodwill and intangible assets increased by $600 or 72.9%, to $1,423 for the year ended, December 31, 2025 from $823 for the year ended December 31, 2024.
(2) As noted above, other income, net, consists primarily of foreign exchange gains and losses and fair value movement in contingent consideration, derivative instruments and warrants, as well as gains on debt repurchases.
Other income, net Other income, net consists primarily of foreign exchange gains and losses, fair value movement in contingent consideration, derivative instruments and warrants, and gains on loan note repurchases. Interest expense, net Interest expense, net primarily consists of the interest associated with our outstanding debt obligations and the amortization of debt issuance costs.
Interest expense, net Interest expense, net decreased by $10,343, or 6.8%, to $140,805 for the year ended December 31, 2024 from $151,148 for the year ended December 31, 2023. The decrease in interest expense, net was mainly due to the benefit of ongoing debt repurchases.
Interest expense, net Interest expense, net decreased by $4,391, or 3.1%, to $136,414 for the year ended December 31, 2025 from $140,805 for the year ended December 31, 2024. The decrease in interest expense, net was mainly due to the benefit of decreased effective interest rates.
The critical accounting policies and estimates that we believe to have the most significant impact on our consolidated financial statements are described below. Business Combinations The valuation of assets acquired in a business combination requires the use of significant estimates and assumptions.
The critical accounting policies and estimates that we believe to have the most significant impact on our consolidated financial statements are described below. Revenue Recognition Application of the accounting principles in GAAP related to the measurement and recognition of revenue requires us to make certain judgments.
The estimated fair value of each reporting unit exceeded its carrying value as of the latest goodwill impairment test. Changes in assumptions or circumstances, including increases in the discount rate, sustained decline in our stock price, or reduced forecast revenue and earnings could result in a material impairment of goodwill in future periods.
Changes in assumptions or circumstances, including increases in the discount rate, sustained decline in our share price, decline in fair value of debt or reduced forecast revenue and earnings could result in a material impairment of goodwill in future periods. Finite-lived Intangible Assets We regularly review finite-lived intangible assets, such as brands, computer software and customer relationships, for impairment.
For further explanation on the year-over-year change on these financial statement line items, please refer to the commentary above in “Results of Operations.” A reconciliation of Net loss to Adjusted EBITDA is as follows for the years ended December 31, 2024 and 2023: Year Ended December 31, (U.S. dollars in thousands) 2024 2023 Net income / (loss) $ 22,160 $ (20,251 ) Income tax (benefit) / expense (8,136 ) 40,840 Interest expense, net 140,805 151,148 Depreciation and amortization 273,364 263,433 Share-based compensation 38,534 28,873 Impairment expense on goodwill and intangible assets 823 1,254 Restructuring and other costs (1) 5,178 6,061 Loss on disposal of subsidiaries and other assets, net 801 386 Other income, net (2) (21,475 ) (13,081 ) Adjusted EBITDA $ 452,054 $ 458,663 (1) As noted above, restructuring and other costs include acquisition costs related to the Company’s merger and acquisition activity and restructuring costs.
For further explanation on the year-over-year change on these financial statement line items, please refer to the commentary above in “Results of Operations.” A reconciliation of Net (loss) / income to Adjusted EBITDA is as follows for the years ended December 31, 2025 and 2024: 57 Year Ended December 31, (U.S. dollars in thousands) 2025 2024 Net (loss) / income $ (182,507 ) $ 22,160 Income tax expense / (benefit) 110,446 (8,136 ) Interest expense, net 136,414 140,805 Depreciation and amortization 274,107 273,364 Share-based compensation 32,304 38,534 Impairment expense on goodwill and intangible assets 1,423 823 Restructuring and other costs (1) 48,366 5,178 Loss on disposal of subsidiaries and other assets, net 732 801 Other expense / (income), net (2) 7,563 (21,475 ) Adjusted EBITDA $ 428,848 $ 452,054 (1) For the year ended December 31, 2025, restructuring costs were $8,322, mainly consisting of transformation costs associated with projects to improve merchant platforms as well as finance and risk processes, and other costs were $40,044, which primarily consisted of legal costs associated with the securities litigation involving the Company and other indemnified parties.
It is difficult to predict the fluctuations in public share price and how those fluctuations will impact our consolidated statements of comprehensive income / (loss) in the future.
It is difficult to predict the fluctuations of foreign currency exchange rates and how those fluctuations will impact our Consolidated Statements of Comprehensive Income / (Loss) in the future. As a result of the relative size of our international operations, these fluctuations may be material.
The business primarily consists of direct marketing and other card-not-present volume in both complex and traditional industry verticals within the Merchant Solutions segment. This exit is intended to eliminate a non-strategic business line and reduce the Company's exposure to higher risk verticals. The transaction includes reseller and merchant contracts, as well as dedicated technology and employees related to the business.
This exit is intended to eliminate a non-strategic business line and reduce the Company's exposure to higher risk verticals. The transaction includes reseller and merchant contracts, as well as dedicated technology and employees related to the business. The consideration for the transaction consists of $2,000 cash and up to $50,000 in annual earnout payments over the next five years.
Uncertainty about global and regional economic events and conditions may impact our ability to conduct business in certain areas and may result in consumers and businesses postponing or lowering spending. This includes the impact of acts of war and terrorism, such as the military hostilities commenced in Ukraine during the first quarter of 2022.
Global and regional economic conditions Our operations and performance depend significantly on global and regional economic conditions. Uncertainty about global and regional economic events and conditions may impact our ability to conduct business in certain areas and may result in consumers and businesses postponing or lowering spending.
Movements in working capital are affected by several factors including the timing of month-end and transaction volume.
Movements in working capital include the movements in: accounts receivable, net; prepaid expenses, other current assets and related party receivables; accounts payable, other liabilities, and income tax payable / (receivable). Movements in working capital are affected by several factors including the timing of month-end and transaction volume.
This decrease was primarily driven by increased selling, general and administrative expenses (excluding employee stock options) of $57,756, and increased cost of services of $52,550, offset partially by increased revenue of $103,697 as described above.
This decrease was primarily driven by increased cost of services of $25,435, offset partially by a decrease in selling, general and administrative expenses, excluding share-based compensation cost of $5,676 as described above.
Although we believe that we have adequately reserved for our uncertain tax positions, we can provide no assurance that the final tax outcome of these matters will not be materially different. We make adjustments to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate.
We make adjustments to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate.
The Paysafecard and Paysafecash brands provide consumers with a safe and easy way to purchase goods and services online without the need for a bank account or credit card and allow merchants to expand their target market to include consumers who prefer to pay with cash. 49 Recent Company Initiatives and Events On February 11, 2025, the Company announced a definitive agreement to sell substantially all assets related to its direct marketing payment processing business line (Paysafe Direct, LLC) to KORT payments.
The PaysafeCard and PaysafeCash brands provide consumers with a safe and easy way to purchase goods and services online without the need for a bank account or credit card and allow merchants to expand their target market to include consumers who prefer to pay with cash. 50 Recent Company Initiatives and Events On October 30, 2025, Paysafe was notified by the New York Stock Exchange (“NYSE”) of its intent to commence delisting proceedings for the Company’s warrants due to an abnormally low selling price.

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Biggest changeShe is an expert in finance, accounting, auditing, international management, brand building and ESG with extensive international experience and a long on-going track record of sustainable and efficient strategic leadership. Ms. Heiss spent the last 27 years in various European management positions at BBDO Worldwide, most recently as Chief Executive Officer of BBDO Group Germany from 2019 to 2023.
Biggest changeBrooker holds a Master’s Degree in Engineering, Economics and Management from Oxford University in the UK. Marianne Heiss has served as a member of the Company Board since September 2024. She is an expert in finance, accounting, auditing, international management, brand building and ESG with extensive international experience and a long on-going track record of sustainable and efficient strategic leadership.
Performance targets are based on group and business unit financial metrics, including Revenue and Adjusted EBITDA, and individual goals. The bonus program is intended to strengthen the connection between individual compensation and Company success, reinforce our pay-for-performance philosophy by awarding higher bonuses to higher performing executives and help ensure that our compensation is competitive.
Performance targets are based on group and business unit financial metrics, including Revenue and Adjusted EBITDA, and Company goals. The bonus program is intended to strengthen the connection between individual compensation and Company success, reinforce our pay-for-performance philosophy by awarding higher bonuses to higher performing executives and help ensure that our compensation is competitive.
For purposes of this annual report, “Performance Conditions” means specific levels of performance of any member of the Company Group (and/or one or more of its divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing), which may be determined in accordance with GAAP or on a non-GAAP basis on, without limitation, the following measures: (i) net earnings, net income (before or after taxes), adjusted net income after capital charges or consolidated net income; (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (vii) cash flow measures (including, but not limited to, operating cash flow, free cash flow, or cash flow return on capital), which may be but are not required to be measured on a per share basis; (viii) actual or adjusted earnings before or after interest, taxes, depreciation, and/or amortization (including EBIT and EBITDA) or earnings before taxes, interest, depreciation, amortization and restructuring costs (EBITDAR); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total shareholder return); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency; (xiv) objective measures of customer/client satisfaction; (xv) working capital targets; (xvi) measures of economic value added or other ‘value creation’ metrics; (xvii) enterprise value; (xviii) sales; (xix) shareholder return; (xx) customer/client retention; (xxi) competitive market metrics; (xxii) employee satisfaction, employment practices and employee benefits or employee retention; (xxiii) supervision of litigation and information technology; (xxiv) objective measures of personal targets, goals, or completion of projects (including, but not limited to, succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations, divestitures of subsidiaries and/or other affiliates or joint ventures, other monetization or liquidity events relating to subsidiaries, or other corporate transactions or capital-raising transactions, expansions of specific business operations, and meeting divisional or project budgets); (xxv) comparisons of continuing operations to other operations; (xxvi) market share; (xxvii) cost of capital, debt leverage, year-end cash position, book value, book value per share, tangible book value, tangible book value per share, cash book value or cash book value per share; (xxviii) strategic objectives; or (xxix) any combination of the foregoing.
For purposes of this annual report, “Performance Conditions” means specific levels of performance of any member of the Company Group (and/or one or more of its divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing), which may be determined in accordance with GAAP or on a non-GAAP basis on, without limitation, the following measures: (i) net earnings, net income (before or after taxes), adjusted net income after capital charges or consolidated net income; (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, 72 equity, or sales); (vii) cash flow measures (including, but not limited to, operating cash flow, free cash flow, or cash flow return on capital), which may be but are not required to be measured on a per share basis; (viii) actual or adjusted earnings before or after interest, taxes, depreciation, and/or amortization (including EBIT and EBITDA) or earnings before taxes, interest, depreciation, amortization and restructuring costs (EBITDAR); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total shareholder return); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency; (xiv) objective measures of customer/client satisfaction; (xv) working capital targets; (xvi) measures of economic value added or other ‘value creation’ metrics; (xvii) enterprise value; (xviii) sales; (xix) shareholder return; (xx) customer/client retention; (xxi) competitive market metrics; (xxii) employee satisfaction, employment practices and employee benefits or employee retention; (xxiii) supervision of litigation and information technology; (xxiv) objective measures of personal targets, goals, or completion of projects (including, but not limited to, succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations, divestitures of subsidiaries and/or other affiliates or joint ventures, other monetization or liquidity events relating to subsidiaries, or other corporate transactions or capital-raising transactions, expansions of specific business operations, and meeting divisional or project budgets); (xxv) comparisons of continuing operations to other operations; (xxvi) market share; (xxvii) cost of capital, debt leverage, year-end cash position, book value, book value per share, tangible book value, tangible book value per share, cash book value or cash book value per share; (xxviii) strategic objectives; or (xxix) any combination of the foregoing.
In the event of (i) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, Company Common Shares, other of the Company’s securities or other property), recapitalization, share split, reverse share split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of Company Common Shares or other securities, issuance of warrants or other rights to acquire Company Common Shares or other of the Company’s securities, or other similar corporate transaction or event that affects the Company Common Shares (including a “Change in Control,” as defined in the Omnibus Incentive Plan); or (ii) unusual or nonrecurring events affecting us, including changes in applicable rules, rulings, regulations, or other requirements, that the Compensation Committee determines, in its sole discretion, could result in substantial dilution or enlargement of the rights intended to be granted to, or available for, participants (any event in (i) or (ii), an “Adjustment Event”), the Compensation Committee will, in respect of any such Adjustment Event, make such proportionate substitution or adjustment, if any, as it deems equitable, to any or all of (a) the Absolute Share Limit, or any other limit applicable under the Omnibus Incentive Plan with respect to the number of awards which may be granted thereunder; (b) the number of other Company Common Shares or other of the Company’s securities (or number and kind of other securities or other property) which may be issued in respect of awards or with respect to which awards may be granted under the Omnibus Incentive Plan; 71 and (c) the terms of any outstanding award, including, without limitation, (x) the number of Company Common Shares or other of the Company’s securities (or number and kind of other securities or other property) subject to outstanding awards or to which outstanding awards relate; (y) the exercise price or strike price with respect to any award; or (z) any applicable performance measures; provided, that in the case of any “equity restructuring” (within the meaning of the FASB ASC Topic 718 (or any successor pronouncement thereto)), the Compensation Committee will make an equitable or proportionate adjustment to outstanding awards to reflect such equity restructuring.
In the event of (i) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, Company Common Shares, other of the Company’s securities or other property), recapitalization, share split, reverse share split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of Company Common Shares or other securities, issuance of warrants or other rights to acquire Company Common Shares or other of the Company’s securities, or other similar corporate transaction or event that affects the Company Common Shares (including a “Change in Control,” as defined in the Omnibus Incentive Plan); or (ii) unusual or nonrecurring events affecting us, including changes in applicable rules, rulings, regulations, or other requirements, that the Compensation Committee determines, in its sole discretion, could result in substantial dilution or enlargement of the rights intended to be granted to, or available for, participants (any event in (i) or (ii), an “Adjustment Event”), the Compensation Committee will, in respect of any such Adjustment Event, make such proportionate substitution or adjustment, if any, as it deems equitable, to any or all of (a) the Absolute Share Limit, or any other limit applicable under the Omnibus Incentive Plan with respect to the number of awards which may be granted thereunder; (b) the number of other Company Common Shares or other of the Company’s securities (or number and kind of other securities or other property) which may be issued in respect of awards or with respect to which awards may be granted under the Omnibus Incentive Plan; and (c) the terms of any outstanding award, including, without limitation, (x) the number of Company Common Shares or other of the Company’s securities (or number and kind of other securities or other property) subject to outstanding awards or to which outstanding awards relate; (y) the exercise price or strike price with respect to any award; or (z) any applicable performance measures; provided, that in the case of any “equity restructuring” (within the meaning of the FASB ASC Topic 718 (or any successor pronouncement thereto)), the Compensation Committee will make an equitable or proportionate adjustment to outstanding awards to reflect such equity restructuring.
The Compensation Committee is authorized to: (i) designate participants; (ii) determine the type or types of awards to be granted to a participant; (iii) determine the number of Company Common Shares to be covered by, or with respect to which payments, rights or other matters are to be calculated in connection with, awards; (iv) determine the terms and conditions of any award; (v) determine whether, to what extent and under what circumstances awards may be settled in, or exercised for, cash, Company Common Shares, other securities, other awards or other property, or canceled, forfeited or suspended and the method or methods by which awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Company Common Shares, other securities, other awards, or other property and other amounts payable with respect to an award will be deferred either automatically or at the election of the participant or of the Compensation Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in, and/or supply any omission in the Omnibus Incentive Plan and any instrument or agreement relating to, or award granted under, the Omnibus Incentive Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the 69 Compensation Committee may deem appropriate for the proper administration of the Omnibus Incentive Plan; (ix) adopt sub-plans; and (x) make any other determination and take any other action that the Compensation Committee deems necessary or desirable for the administration of the Omnibus Incentive Plan.
The Compensation Committee is authorized to: (i) designate participants; (ii) determine the type or types of awards to be granted to a participant; (iii) determine the number of Company Common Shares to be covered by, or with respect to which payments, rights or other matters are to be calculated in connection with, awards; (iv) determine the terms and conditions of any award; (v) determine whether, to what extent and under what circumstances awards may be settled in, or exercised for, cash, Company Common Shares, other securities, other awards or other property, or canceled, forfeited or suspended and the method or methods by which awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Company Common Shares, other securities, other awards, or other property and other amounts payable with respect to an award will be deferred either automatically or at the election of the participant or of the Compensation Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in, and/or supply any omission in the Omnibus Incentive Plan and any instrument or agreement relating to, or award granted under, the Omnibus Incentive Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Compensation Committee may deem appropriate for the proper administration of the Omnibus Incentive Plan; (ix) adopt sub-plans; and (x) make any other determination and take any other action that the Compensation Committee deems necessary or desirable for the administration of the Omnibus Incentive Plan.
The Compensation Committee may, to the extent consistent with the terms of any applicable award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any award granted or the associated award agreement, prospectively or retroactively (including after a Termination); provided, that, except as otherwise permitted in the Omnibus Incentive Plan, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any participant with respect to such award will not to that extent be effective without such individual’s consent; provided, further, that without shareholder approval, except as otherwise permitted in the Omnibus Incentive Plan, (i) no amendment or modification may reduce the exercise price of any option or the strike price of any SAR; (ii) the Compensation Committee may not cancel any outstanding option or SAR and replace it with a new option or SAR (with a lower exercise price or strike price, as the case may be) or other award or cash payment that is greater than the value of the canceled option or SAR; and (iii) the Compensation Committee may not take any other action which is considered a “repricing” for purposes of the shareholder approval rules of any securities exchange or inter-dealer quotation system on which the Company’s securities are listed or quoted.
The Compensation Committee may, to the extent consistent with the terms of any applicable award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any award granted or the associated award agreement, prospectively or retroactively (including after a Termination); provided, that, except as otherwise permitted in the Omnibus Incentive Plan, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any participant with respect to such award will not to that extent be effective without such individual’s consent; provided, further, that without shareholder approval, except as otherwise permitted in the Omnibus Incentive Plan, (i) no amendment or modification may reduce the exercise price of any option or the strike price of any SAR; (ii) the Compensation Committee may not cancel any outstanding option or SAR and replace it with a new option or SAR (with a lower exercise price or strike price, as the case may be) or other award or cash payment that is greater than the value of the canceled option or SAR; and (iii) the Compensation 74 Committee may not take any other action which is considered a “repricing” for purposes of the shareholder approval rules of any securities exchange or inter-dealer quotation system on which the Company’s securities are listed or quoted.
Eligible participants are any (i) individual employed by the Company or any of its subsidiaries, which shall be collectively referred to herein as the “Company Group”; provided, however, that no employee covered by a collective bargaining agreement will be eligible to receive awards under the Omnibus Incentive Plan unless and to the extent that such eligibility is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director or officer of any member of the Company Group; or (iii) consultant or advisor to any member of the Company Group who may be offered securities registrable pursuant to a registration statement on Form S-8 under the Securities Act, who, in the case of each of clauses (i) through (iii) above, has entered into an award agreement or who has received written notification from the Compensation Committee (as defined below) or its designee that they have been selected to participate in the Omnibus Incentive Plan.
Eligible participants are any (i) individual employed by the Company or any of its subsidiaries, which shall be collectively referred to herein as the “Company Group”; provided, however, that no employee covered by a collective bargaining agreement will be eligible to receive awards under the Omnibus Incentive Plan unless and to the extent that such eligibility is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director or officer of any member of the Company Group; 71 or (iii) consultant or advisor to any member of the Company Group who may be offered securities registrable pursuant to a registration statement on Form S-8 under the Securities Act, who, in the case of each of clauses (i) through (iii) above, has entered into an award agreement or who has received written notification from the Compensation Committee (as defined below) or its designee that they have been selected to participate in the Omnibus Incentive Plan.
Our audit committee is responsible for, among other thin g : • selecting and hiring our independent auditors, and approving the audit and non-audit services to be performed by our independent auditors; • assisting the Company Board in evaluating the qualifications, performance and independence of our independent auditors; • assisting the Company Board in monitoring the quality and integrity of our financial statements and our accounting and financial reporting; • assisting the Company Board in monitoring our compliance with legal and regulatory requirements; 75 • reviewing the adequacy and effectiveness of our internal control over financial reporting processes; • assisting the Company Board in monitoring the performance of our internal audit function; • monitoring the performance of our internal audit function; • reviewing with management and our independent auditors our annual and quarterly financial statements; and • establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.
Our audit committee is responsible for, among other thin g : • selecting and hiring our independent auditors, and approving the audit and non-audit services to be performed by our independent auditors; • assisting the Company Board in evaluating the qualifications, performance and independence of our independent auditors; • assisting the Company Board in monitoring the quality and integrity of our financial statements and our accounting and financial reporting; • assisting the Company Board in monitoring our compliance with legal and regulatory requirements; • reviewing the adequacy and effectiveness of our internal control over financial reporting processes; • assisting the Company Board in monitoring the performance of our internal audit function; • monitoring the performance of our internal audit function; • reviewing with management and our independent auditors our annual and quarterly financial statements; and • establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.
The Incentive Compensation Recovery Policy provides for the recovery of erroneously awarded incentive-based compensation from Executive Officers when there is an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement).
The Incentive Compensation Recovery Policy provides for the recovery of erroneously awarded incentive-based compensation from Executive Officers when there is an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued 76 financial statements that is material to the previously issued financial statements (a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement).
If a participant has engaged in any detrimental activity, as defined in the Omnibus Incentive Plan, as determined by the Compensation Committee, the Compensation Committee may, in its sole discretion and to the extent permitted by applicable law, provide for one or more of the following: (i) cancellation of any or all of such participant’s outstanding awards or (ii) forfeiture and 72 repayment to the Company on any gain realized on the vesting, exercise or settlement of any awards previously granted to such participant.
If a participant has engaged in any detrimental activity, as defined in the Omnibus Incentive Plan, as determined by the Compensation Committee, the Compensation Committee may, in its sole discretion and to the extent permitted by applicable law, provide for one or more of the following: (i) cancellation of any or all of such participant’s outstanding awards or (ii) forfeiture and repayment to the Company on any gain realized on the vesting, exercise or settlement of any awards previously granted to such participant.
Nagler has been involved in the execution of the firm’s investments in Alight Solutions, BankUnited, Bayview Asset Management, Ellucian, Exeter Finance, IntraFi Network, Lendmark Financial Services, MB Aerospace, Paysafe, Refinitiv, Sphera, Tradeweb, Viva Capital, Vivint, and Vivint Solar. In addition to the Company, he currently serves as a Director of Ellucian, 67 IntraFi Network, Renaissance Learning, and Sphera.
Nagler has been involved in the execution of the firm’s investments in Alight Solutions, BankUnited, Bayview Asset Management, Ellucian, Exeter Finance, IntraFi Network, Lendmark Financial Services, MB Aerospace, Paysafe, Refinitiv, Sphera, Tradeweb, Viva Capital, Vivint, and Vivint Solar. In addition to the Company, he currently serves as a Director of Ellucian, IntraFi Network, Renaissance Learning, and Sphera.
He started his career working in the public sector as an Officer for the UK’s HM Customs & Excise followed by more than 30 years in banking, commercial finance, insurance, telecoms and payments with a focus on risk management, compliance, operational effectiveness, regulatory affairs, strategy and business development.
He started his career working in the public sector as an Officer for the UK’s HM Customs & Excise followed by more than 30 years in banking, commercial finance, insurance, telecoms and payments with a focus on risk management, compliance, operational effectiveness, regulatory affairs, 67 strategy and business development.
Code of Ethics 76 The Company has adopted the Paysafe Code, which applies to all of our officers, directors and employees and sets forth our Company’s values as well as certain policies and procedures related to, among other things, risk management and control, information management, privacy, information security, conflicts of interest, anti-corruption and financial reporting.
Code of Ethics The Company has adopted the Paysafe Code, which applies to all of our officers, directors and employees and sets forth our Company’s values as well as certain policies and procedures related to, among other things, risk management and control, information management, privacy, information security, conflicts of interest, anti-corruption and financial reporting.
Board Committees The Company Board has established the following committees: an audit committee, a compensation committee, a nominating and corporate governance committee and a risk oversight committee. The composition and responsibilities of each committee are described below. The Company Board may also establish from time to time any other committees that it deems necessary or desirable.
Board Committees 77 The Company Board has established the following committees: an audit committee, a compensation committee, a nominating and corporate governance committee and a risk oversight committee. The composition and responsibilities of each committee are described below. The Company Board may also establish from time to time any other committees that it deems necessary or desirable.
Aston gained extensive experience in IT and operations working for various high profile global financial services organizations and 65 smaller UK-based fintech. His prior role was working for Barclays where he held the position of Group CIO Barclaycard since April 2013.
Aston gained extensive experience in IT and operations working for various high profile global financial services organizations and smaller UK-based fintech. His prior role was working for Barclays where he held the position of Group CIO Barclaycard since April 2013.
Jabbour was the Executive Chairman of Black Knight, Inc., a premier provider of software and data analytics to the mortgage and consumer loan, real estate and capital markets verticals. He previously served as Chairman of Black Knight, Inc. from 2021 to 2022 and Chief Executive Officer from 2018 to 2022. Prior to joining Black Knight, Inc., Mr.
Jabbour was the Executive Chairman of Black Knight, Inc., a premier provider of software and data analytics to the mortgage and consumer loan, real estate and capital markets verticals. He previously served as Chairman of Black Knight, Inc. from 2021 to 2022 and Chief Executive Officer from 2018 to 2022. Prior to joining 68 Black Knight, Inc., Mr.
A participant 73 who has been granted Company Common Shares that are not subject to a substantial risk of forfeiture for federal income tax purposes will realize ordinary income in an amount equal to the fair market value of the shares at the time of grant.
A participant who has been granted Company Common Shares that are not subject to a substantial risk of forfeiture for federal income tax purposes will realize ordinary income in an amount equal to the fair market value of the shares at the time of grant.
Restricted Shares and Restricted Share Units. The Compensation Committee may grant restricted Company Common Shares or restricted share units, representing the right to receive, upon vesting and the expiration of any applicable restricted period, one Company Common Share for each restricted share unit, or, in the sole discretion of the Compensation Committee, the cash value thereof (or any combination thereof).
The Compensation Committee may grant restricted Company Common Shares or restricted share units, representing the right to receive, upon vesting and the expiration of any applicable restricted period, one Company 73 Common Share for each restricted share unit, or, in the sole discretion of the Compensation Committee, the cash value thereof (or any combination thereof).
The nominating and corporate governance committee is responsible for, among other things: • assisting the Company Board in identifying prospective director nominees and recommending nominees to the Company Board; • overseeing the evaluation of the Company Board and management; • reviewing developments in corporate governance practices and developing and recommending a set of corporate governance guidelines; and • recommending members for each committee of the Company Board.
The nominating and corporate governance committee is responsible for, among other things: • assisting the Company Board in identifying prospective director nominees and recommending nominees to the Company Board; • overseeing the evaluation of the Company Board and management; • reviewing developments in corporate governance practices and developing and recommending a set of corporate governance guidelines; and 78 • recommending members for each committee of the Company Board.
Any one or more of the aforementioned performance criteria may be stated as a percentage of another performance criteria, or used on an absolute or relative basis to measure the performance of one or more members of the Company Group as a whole or any divisions or operational and/or business units, product lines, brands, business segments, or administrative departments of the applicable member of the Company Group or any combination thereof, as the Compensation Committee may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Compensation Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices. 70 Options.
Any one or more of the aforementioned performance criteria may be stated as a percentage of another performance criteria, or used on an absolute or relative basis to measure the performance of one or more members of the Company Group as a whole or any divisions or operational and/or business units, product lines, brands, business segments, or administrative departments of the applicable member of the Company Group or any combination thereof, as the Compensation Committee may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Compensation Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices.
For so long as we qualify as a foreign private issuer, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including: • the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; • the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and imposing liability for insiders who profit from trades made within a short period of time; • the rules under the Exchange Act requiring the filing with the SEC of an annual report on Form 10-K (although we will file annual reports on a corresponding form for foreign private issuers), quarterly reports on Form 10-Q containing unaudited financial and other specified information (although we will file semi-annual reports on a current reporting form for foreign private issuers), or current reports on Form 8-K, upon the occurrence of specified significant events (although we may file the occurrence of certain corporate developments on a current reporting form for foreign private issuers); and • Regulation Fair Disclosure or Regulation FD, which regulates selective disclosure of material non-public information by issuers.
For so long as we qualify as a foreign private issuer, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including: • the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; • the sections of the Exchange Act imposing liability for insiders who profit from trades made within a short period of time; • the rules under the Exchange Act requiring the filing with the SEC of an annual report on Form 10-K (although we will file annual reports on a corresponding form for foreign private issuers), quarterly reports on Form 10-Q containing unaudited financial and other specified information (although we will file semi-annual reports on a current reporting form for foreign private issuers), or current reports on Form 8-K, upon the occurrence of specified significant events (although we may file the occurrence of certain corporate developments on a current reporting form for foreign private issuers); and • Regulation Fair Disclosure or Regulation FD, which regulates selective disclosure of material non-public information by issuers.
Under Rule 405 of the Securities Act, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on June 30, 2025.
Under Rule 405 of the Securities Act, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on June 30, 2026.
In 2024, the Adjusted EBITDA metric did not achieve the threshold performance target and, therefore, the program was not funded to be paid to executives. As such, the Compensation Committee did not award any payments for the annual incentive program to executives and other senior leadership staff.
In 2025, the Adjusted EBITDA metric did not achieve the threshold performance target and, therefore, the program was not funded to be paid to executives. As such, the Compensation Committee did not award any payments for the annual incentive program to executives and other senior leadership staff.
The Class I directors term expires in 2025, the Class II directors term expires in 2026 and the Class III directors term expires in 2027. The Company Board has determined that Daniel Henson, Anthony Jabbour, Dagmar Kollmann, and Mark Brooker qualify as independent directors under the NYSE listing standards.
The term of the Class I directors expires in 2028, the term of the Class II directors expires in 2026 and the term of the Class III directors expires in 2027. The Company Board has determined that Daniel Henson, Anthony Jabbour, Dagmar Kollmann, and Mark Brooker qualify as independent directors under the NYSE listing standards.
We entered into the Shareholders Agreement with our Principal Shareholders in connection with the Transaction. This agreement grants our Principal Shareholders the right to designate nominees to the Company Board subject to the maintenance of certain ownership requirements in us. For additional information, see “Item 7.B.
We entered into the Shareholders Agreement with our Principal Shareholders in connection with the Transaction. This agreement grants our Principal Shareholders the right to designate nominees to the Company Board subject to the maintenance of certain ownership requirements in us. For additional information, see “Item 7.B. Related Party Transactions” of this Report.
We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Business Conduct and Ethics on our website. The information contained on, or accessible from, our website is not part of this Report by reference or otherwis e. D. Employees As of December 31, 2024, we had approximately 3,300 employees globally.
We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Business Conduct and Ethics on our website. The information contained on, or accessible from, our website is not part of this Report by reference or otherwis e. D. Employees As of December 31, 2025, we had approximately 2,900 employees globally.
Related Party Transactions” of this Report. 74 Foreign Private Issuer Status We were founded in the UK in 1996 and were previously listed on the London Stock Exchange. U.S. residents do not comprise a majority of our executive officers or directors, and most of our assets are located, and our business is principally administered, outside of the United States.
Foreign Private Issuer Status We were founded in the UK in 1996 and were previously listed on the London Stock Exchange. U.S. residents do not comprise a majority of our executive officers or directors, and most of our assets are located, and our business is principally administered, outside of the United States.
Members serve on these committees until their resignation or until otherwise determined by the Company Board. Audit Committee Our audit committee consists of Dagmar Kollmann, Mark Brooker, and Marianne Heiss with Dagmar Kollmann serving as chair. Dagmar Kollmann and Marianne Heiss are designated as audit committee financial experts.
Members serve on these committees until their resignation or until otherwise determined by the Company Board. Audit Committee As of December 31, 2025, our audit committee consisted of Dagmar Kollmann, Mark Brooker, and Marianne Heiss with Dagmar Kollmann serving as chair. Dagmar Kollmann and Marianne Heiss are designated as audit committee financial experts.
Risk Oversight Committee In addition to the above committees, the Company Board has established a risk oversight committee. The risk oversight committee consists of Daniel Henson, Dagmar Kollmann, Jonathan Murphy and Matthew Bryant, with Daniel Henson serving as chair.
Risk Oversight Committee In addition to the above committees, the Company Board has established a risk oversight committee. As of December 31, 2025, the risk oversight committee consisted of Daniel Henson, Dagmar Kollmann, Jonathan Murphy and Matthew Bryant, with Daniel Henson serving as chair.
We are also not required to have a majority of independent directors. To this extent, our practice varies from the requirements of the corporate governance standards of the NYSE, which generally requires an issuer to obtain shareholder approval for the issuance of securities in connection with such events and requires a majority of the board to be independent.
To this extent, our practice varies from the requirements of the corporate governance standards of the NYSE, which generally requires an issuer to obtain shareholder approval for the issuance of securities in connection with such events and requires a majority of the board to be independent.
Senior Management For the year ended December 31, 2024, our senior management team consisted of Bruce Lowthers, John Crawford (as of September 2024), Alexander Gersh (through September 2024), Rob Gatto, Elliott Wiseman, Roy Aston, Richard Swales, Gustavo Ruiz (through June 2024), Nicole Carroll (through February 2025) and Chi Eun Lee (as of February 2024).
Senior Management For the year ended December 31, 2025, our senior management team consisted of Bruce Lowthers, John Crawford, Rob Gatto, Elliott Wiseman, Roy Aston, Richard Swales, Nicole Carroll (through February 2025) and Chi Eun Lee (as of February 2025).
The Cash compensation for our senior management team in 2024 consisted of aggregate base salary of $4,301,649. The description below provides detail on the equity grants. Annual Bonus Program The Executive Short-Term Bonus Program is an incentive program based on the achievement of performance targets which are measured over a one-year period.
The Cash compensation for our senior management team in 2025 consisted of aggregate base salary of $3,963,891. The description below provides detail on the equity grants. Annual Bonus Program 70 The Executive Short-Term Bonus Program is an incentive program based on the achievement of performance targets which are measured over a one-year period.
Jabbour worked for Canadian Imperial Bank of Commerce and for IBM’s Global Services group managing complex client projects and relationships. Mr. Jabbour holds a bachelor’s degree in electrical engineering from the University of Toronto. Dagmar Kollmann has served as a member of the Company Board since 2021. Ms.
Jabbour worked for Canadian Imperial Bank of Commerce and for IBM’s Global Services group managing complex client projects and relationships. Mr. Jabbour holds a bachelor’s degree in electrical engineering from the University of Toronto. Rupert Keeley has served as a member of the Company Board since February 2026. Mr.
As of the date of this registration statement, there were approximately 3,300 such persons eligible to participate in the programs to be approved under the Omnibus Incentive Plan. Administration .
As of the date of the Company's registration statement on Form S-8, there were approximately 3,300 such persons eligible to participate in the programs to be approved under the Omnibus Incentive Plan. Administration .
If Company Common Shares acquired upon the exercise of an incentive share option are disposed of prior to the expiration of either holding period described above, that disposition would be a “disqualifying disposition,” and generally: • the participant will realize ordinary income in the year of disposition in an amount equal to the excess, if any, of the fair market value of the shares on the date of exercise, or, if less, the amount realized on the disposition of the shares, over the option exercise price; and • the applicable member of the Company Group will be entitled to deduct that amount.
If Company Common Shares acquired upon the exercise of an incentive share option are disposed of prior to the expiration of either holding period described above, that disposition would be a “disqualifying disposition,” and generally: • the participant will realize ordinary income in the year of disposition in an amount equal to the excess, if any, of the fair market value of the shares on the date of exercise, or, if less, the amount realized on the disposition of the shares, over the option exercise price; and • the applicable member of the Company Group will be entitled to deduct that amount. 75 Any other gain realized by the participant on that disposition will be taxed as short-term or long-term capital gain and will not result in any deduction to us.
Long term variable compensation may be awarded in the form of restricted shares units, stock options or equivalent instruments or units. In aggregate, the value of the long-term incentive awards granted to executives is equal to $20,847,712 for the year ended December 31, 2024.
Long term variable compensation may be awarded in the form of restricted shares units, stock options or equivalent instruments or units. In aggregate, the value of the long-term incentive awards granted to executives is equal to $21,214,500 for the year ended December 31, 2025.
Kollmann is Chairperson of Citigroup Global Markets Europe AG and Audit Committee Chair. She is a member of the Supervisory Board and Chairperson of the Audit Committee of Deutsche Telekom AG, member of the Supervisory Boards of Unibail-Rodamco-Westfield SE and of Coca Cola Europacific Partners.
Dagmar Kollmann has served as a member of the Company Board since 2021. Ms. Kollmann is Chairperson of Citigroup Global Markets Europe AG and Audit Committee Chair. She is a member of the Supervisory Board and Chairperson of the Audit Committee of Deutsche Telekom AG, member of the Supervisory Boards of Unibail-Rodamco-Westfield SE and of Coca Cola Europacific Partners.
Per the Shareholders Agreement, the CVC Investors, the Blackstone Investors and Cannae LLC jointly designated Dagmar Kollmann and Mark Brooker as independent directors, the CVC Investors designated Matthew Bryant and Peter Rutland as directors, the Blackstone Investors designated Jonathan Murphy and Eli Nagler as directors and the FTAC Investors designated Daniel Henson, Marianne Heiss and Anthony Jabbour as directors.
Per the Shareholders Agreement, the CVC Investors, the Blackstone Investors and Cannae LLC jointly designated Dagmar Kollmann and Mark Brooker as independent directors, the CVC Investors designated Rupert Keeley and Edward Wertheim as directors, the Blackstone Investors designated Jonathan Murphy and Eli Nagler as directors and the FTAC Investors designated Daniel Henson, Marianne Heiss and Anthony Jabbour as directors.
She was the first woman to lead BBDO Group Germany, which was founded in 1956, in the German market. The BBDO Group unites numerous leading agency brands, including consultancy, digital and design agencies in Berlin, Düsseldorf, Frankfurt, Hamburg and Munich.
Heiss moved to Germany she was European Finance Director, responsible for 35 offices in 18 European countries. She was the first woman to lead BBDO Group Germany, which was founded in 1956, in the German market. The BBDO Group unites numerous leading agency brands, including consultancy, digital and design agencies in Berlin, Düsseldorf, Frankfurt, Hamburg and Munich.
Nominating and Corporate Governance Committee Our nominating and corporate governance committee consists of Mark Brooker and Daniel Henson with Mark Brooker serving as chair.
Nominating and Corporate Governance Committee As of December 31, 2025, our nominating and corporate governance committee consisted of Mark Brooker and Daniel Henson with Mark Brooker serving as chair.
Compensation Committee Our compensation committee consists of Daniel Henson and Mark Brooker, with Daniel Henson serving as chair.
Compensation Committee As of December 31, 2025, our compensation committee consisted of Daniel Henson and Mark Brooker, with Daniel Henson serving as chair.
Board Practices Composition of the Board of Directors Our business and affairs are managed under the direction of the Company Board.
Board Practices Composition of the Board of Directors Our business and affairs are managed under the direction of the Company Board. The Company Bye-laws provide for a classified board of directors.
The Company Bye-laws provide for a classified board of directors, with two directors in Class I (Bruce Lowthers and Jonathan Murphy), four directors in Class II (Matthew Bryant, Mark Brooker, Marianne Heiss and Dagmar Kollmann) and four directors in Class III (Daniel Henson, Anthony Jabbour, Eli Nagler and Peter Rutland).
At December 31, 2025, our Board comprised of two directors in Class I (Bruce Lowthers, and Jonathan Murphy), four directors in Class II (Matthew Bryant, Mark Brooker, Marianne Heiss and Dagmar Kollmann) and four directors in Class III (Daniel Henson, Anthony Jabbour, Eli Nagler and Peter Rutland).
Name Age Position Bruce Lowthers 59 Chief Executive Officer and Director John Crawford 54 Chief Financial Officer Roy Aston 46 Chief Operating Officer Robert Gatto 60 Chief Revenue Officer Richard Swales 52 Chief Risk & Compliance Officer Elliott Wiseman 51 Chief Legal & People Officer Chi-Eun Lee 55 Chief Transformation Officer Daniel Henson 63 Chairman of the Board of Directors Mark Brooker 53 Director Matthew Bryant 41 Director Anthony Jabbour 57 Director Dagmar Kollmann 60 Director Jonathan Murphy 41 Director Eli Nagler 39 Director Peter Rutland 45 Director Marianne Heiss 52 Director Bruce Lowthers has been our Chief Executive Officer since May 2022.
Directors and Executive Officers The following table sets forth the names, ages and positions of our executive officers and directors as of February 27, 2026. 66 Name Age Position Bruce Lowthers 60 Chief Executive Officer and Director John Crawford 55 Chief Financial Officer Roy Aston 47 Chief Operating Officer Robert Gatto 61 Chief Revenue Officer Richard Swales 53 Chief Risk & Compliance Officer Elliott Wiseman 52 Chief Legal & People Officer Chi-Eun Lee 56 Chief Transformation Officer Daniel Henson 64 Chairman of the Board of Directors Mark Brooker 54 Director Anthony Jabbour 58 Director Dagmar Kollmann 61 Director Rupert Keeley 68 Director Jonathan Murphy 42 Director Eli Nagler 40 Director Peter Thompson 57 Director Marianne Heiss 53 Director Edward Wertheim 40 Director Karin Timpone 60 Director Bruce Lowthers has been our Chief Executive Officer since May 2022.
After careful consideration of the current economy, retention concerns and company stock performance, the Compensation Committee approved the granting of time-based restricted stock units vesting annually 68 over a three-year period.
Long-Term Incentive Program The Compensation Committee met several times to discuss the 2025 Long-Term Incentive Program of the Company for the executives and other employees under the Omnibus Incentive Program. After careful consideration of the current economy, retention concerns and company stock performance, the Compensation Committee approved the granting of time-based restricted stock units vesting annually over a three-year period.
The aggregate amount of compensation, including cash, equity awards and other benefits, paid to our senior management team for the year ended December 31, 2024 was $30,654,080 of which $2,499,758 was related to an Executive’s employment and/or termination agreement and not part of their normal compensation programs.
The aggregate amount of compensation, including cash, equity awards and other benefits, paid to our senior management team for the year ended December 31, 2025 was $25,912,403 of which $442,858 was related to Executives' sign-on bonus and/or separation agreement and not part of their ordinary compensation programs.
In addition, certain directors may receive one-time grants upon joining the Board. The aggregate compensation paid in cash and equity to non-executive directors in 2024 was $544,690 and $963,034, respectively. In addition, all of our directors receive reimbursement for all reasonable and properly documented expenses.
The aggregate compensation paid in cash and equity to non-executive directors in 2025 was $685,350 and $1,020,036, respectively. In addition, all of our directors receive reimbursement for all reasonable and properly documented expenses.
Prior to her appointment as CEO in 2019, she played a key role in the success of BBDO Group Germany as Chief Financial Officer from 2013 to 2019. Before Ms. Heiss moved to Germany she was European Finance Director, responsible for 35 offices in 18 European countries.
Ms. Heiss spent the last 27 years in various European management positions at BBDO Worldwide, most recently as Chief Executive Officer of BBDO Group Germany from 2019 to 2023. Prior to her appointment as CEO in 2019, she played a key role in the success of BBDO Group Germany as Chief Financial Officer from 2013 to 2019. Before Ms.
Retirement Programs We utilize defined contribution plans in accordance with the local conditions and practices in the countries in which we operate. Material Terms of the Omnibus Incentive Plan Purpose .
We also maintained a Stock Ownership Guideline program that consists of executives holding ownership of Paysafe equity ranging from 1x to 5x depending on the level of the executive. Retirement Programs We utilize defined contribution plans in accordance with the local conditions and practices in the countries in which we operate. Material Terms of the Omnibus Incentive Plan Purpose .
He is a former Term Member of the Council on Foreign Relations and a Partnership for New York City Rockefeller Fellow. Peter Rutland has served as a member of the Company Board since 2017. Mr. Rutland joined CVC in 2007 and is Head of CVC’s Financial Services Group and a Managing Partner.
He is a former Term Member of the Council on Foreign Relations and a Partnership for New York City Rockefeller Fellow. Peter Thompson has served as a member of the Company Board since February 2026. Mr. Thompson currently serves as a Senior Advisor of 25Madison Evolve since 2024 and the Chief Product Officer of CMO Consulting Group since 2025.
We do not currently pay our directors who are either employed by CVC or Blackstone, any compensation for their service as directors.
Compensation Non-Executive Directors For the year ended December 31, 2025, our non-executive directors consisted of Daniel Henson, Mark Brooker, Anthony Jabbour, Dagmar Kollman, and Marianne Heiss. We do not currently pay our directors who are either employed by CVC or Blackstone, any compensation for their service as directors.
Any other gain realized by the participant on that disposition will be taxed as short-term or long-term capital gain and will not result in any deduction to us. If an incentive share option is exercised at a time when it no longer qualifies as an incentive share option, the option will be treated as a nonqualified option.
If an incentive share option is exercised at a time when it no longer qualifies as an incentive share option, the option will be treated as a nonqualified option.
See “C. Board Practices—Composition of the Board of Directors” and “Item 7.B. Related Party Transactions” of this Report for additional information. B. Compensation Non-Executive Directors For the year ended December 31, 2024, our non-executive directors consisted of Daniel Henson, Mark Brooker, Anthony Jabbour, Dagmar Kollman, and Marianne Heiss (as of September 2024).
On February 26, 2026, Matthew Bryant and Peter Rutland resigned as directors and Peter Thompson, Karin Timpone, Edward Wertheim and Rupert Keeley joined the Board. See “C. Board Practices—Composition of the Board of Directors” and “Item 7.B. Related Party Transactions” of this Report for additional information. B.
Brooker holds a Master’s Degree in Engineering, Economics and Management from Oxford University in the UK. 66 Matthew Bryant has served as a member of the Company Board since 2019. Mr. Bryant is a Senior Managing Director at CVC, based in London He joined CVC in 2019 and is a member of the financial services group.
Timpone holds a master’s in Media Ecology from New York University, a BA in Political Science from Bryn Mawr College, and completed executive programs at UCLA Anderson. Edward Wertheim has served as a member of the Company Board since February 2026. He is currently a Senior Managing Director at CVC since September 2025. Prior to joining CVC, Mr.
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ITEM 6. DIREC TORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Executive Officers The following table sets forth the names, ages and positions of our executive officers and directors as of February 26, 2025.
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ITEM 6. DIREC TORS, SENIOR MANAGEMENT AND EMPLOYEES A.
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Prior to joining CVC, he was an investor at Bain Capital from May 2009 until April 2019. Prior to that, he was a Senior Associate Consultant at L.E.K. Consulting. Mr. Bryant holds a master’s degree in Physics from the University of Oxford. Marianne Heiss has served as a member of the Company Board since September 2024.
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Keeley has more than 40 years of international banking and payments experience. He was the Executive Vice President and General Manager for PayPal's businesses in Europe, the Middle East & Africa (EMEA) and Chief Executive Officer of the PayPal Europe bank until June 2018.
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Prior to joining CVC, he worked for Advent International and Goldman Sachs. Mr. Rutland holds an MA Degree from the University of Cambridge and an MBA from INSEAD.
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Prior to PayPal, he was Visa Inc.'s Group President Asia Pacific and Central and Eastern Europe, Middle East and Africa regions having previously been Global Head of Strategy and Corporate Development. Mr. Keeley worked for Standard Chartered plc based in London, Singapore and Bahrain. Among his current roles, Mr.
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Long-Term Incentive Program The Compensation Committee met several times to discuss the 2024 Long-Term Incentive Program of the Company for the executives and other employees under the Omnibus Incentive Program.
Added
Keeley is a non-executive Director for NewDay and the Dubai Financial Services Authority and an Advisory Board member for Team8 Fintech. Mr. Keeley holds an MBA in Marketing from City University Business School (now Bayes Business School), London, and a B.Sc. (Hons) in Management Sciences from the University of Manchester.
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Grant values for 2024 included the following programs: Grant Type Value at Grant ($) 2024 Annual RSU Grant $ 17,847,735 Performance-Based RSU 999,992 Sign-on RSU Grant 1,999,985 We also maintained a Stock Ownership Guideline program that consists of executives holding ownership of Paysafe equity ranging from 1x to 5x depending on the level of the executive.
Added
Additionally, Mr. Thompson currently serves as a director on the Supervisory Board of TomTom and is a member of the Audit Committee since April 2025. Mr. Thompson has also served as a non-executive director of Cadent from 2022 to 2024 and served as the Chief Product Officer at eBay from 2019 to 2022.
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The Company Bye-laws do not require shareholder approval for the issuance of authorized but unissued shares, including (i) in connection with the acquisition of stock, shares or assets of another company; (ii) when it would result in a change of control; (iii) when a share option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which shares may be acquired by officers, directors, employees, or consultants; or (iv) in connection with certain private placements.
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Before joining eBay, he was Vice President for Alexa Voice Service at Amazon from 2017 to 2019. Additionally, Pete was the Chief Operating Officer of TiVo (now known as: Xperi) from 2016 until 2017 and was the Vice President, Strategic Partnerships of Sonos from 2015 to 2016. Mr.
Added
Thompson holds a B.A. in International Economics from the University of California, Los Angeles, and an MBA from the Kellogg School of Management at Northwestern University. 69 Karin Timpone has served as a member of the Company Board since February 2026. Ms.
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Timpone is an experienced independent board director, CEO and CMO with a track record of driving growth through business transformation, revenue generation and strategic innovation. She has held prominent leadership roles at Major League Baseball, Marriott International, The Walt Disney Company, and Yahoo!, and brings boardroom experience across public, private and venture-backed companies.
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She is known for her expertise in scaling profitable customer platforms for the world’s most iconic brands, bravely integrating new approaches to data, technology and digital experience for the next generation of commercial growth. Ms.
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Timpone’s board experience as Independent Director for The Habit Restaurants (NYSE:HABT) included service on the Nominating and Compensation Committees as well on the Special Committee overseeing the company’s successful sale to Yum! Brands (NYSE:YUM).
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She has served as Global Chair of the Mobile Marketing Association Executive Board and held supervisory and observer roles with Design Hotels and HYP3R (a Marriott venture investment). She was also one of the first independent board members of Atlas Obscura. Additionally, Ms.
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Timpone is a sought after advisor to founders across multiple sectors including emerging technologies such as AI and blockchain. Currently, Ms. Timpone is CEO and Founder of ClearPrompt™ and leads the firm’s advisory, lab and venture activities, leveraging decades of expertise to guide clients seeking growth. Previously, Ms.
Added
Timpone served as Executive Vice President and Chief Marketing Officer for Major League Baseball from 2021 to 2025, where she led global marketing and strategic fan initiatives across all revenue, product and operations units — including 30 independent Clubs.
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While at MLB, she established fan growth initiatives leading to double digit increases in ticketing revenue, including the strategic investment into artificial intelligence tools that unlocked new commerce channels. Previously, as Global Marketing Officer at Marriott International from 2013 to 2020, Ms.
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Timpone created and launched Marriott Bonvoy, the most visible proof point of Marriott’s $13B merger with Starwood, which remains a central growth engine today. A continuous learner, Ms. Timpone hold certifications in FinTech, Blockchain, and Artificial Intelligence from Harvard University and MIT. Ms.
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Wertheim spent 15 years from 2010 to 2025 at Corsair, where he served as a Partner. Mr.
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Wertheim brings an extensive range of board experience having served multiple boards, including IDnow from 2019 to 2025, ZEDRA Group, Axo Finans from 2020 to 2025, Xceptor from 2021 to 2025, MJM Holdings from 2024 to 2025 and RGI Group from 2019 to 2022. Mr. Wertheim studied at the Raymond A. Mason School of Business at William & Mary.
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Grant values for 2025 included the following programs: Grant Type Value at Grant ($) Annual RSU Grant $ 16,108,232 Retention RSU Grant 1,282,926 Performance RSU Grant (1) 3,823,342 (1) Represents the fair market value on the grant date. As at December 31, 2025, the performance criteria for these awards were not achieved and the awards did not vest.
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On February 26, 2026, Peter Rutland and Matthew Bryant resigned from the Board and, effectively on the same day, four new directors (Peter Thompson, Edward Wertheim, Karin Timpone and Rupert Keeley) joined the Company Board. The Company Board has determined that Peter Thompson, Karin Timpone and Rupert Keeley qualify as independent directors under the NYSE listing standards.
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The Company Bye-laws do not require shareholder approval for the issuance of authorized but unissued shares in various situations, as described in “Item 16G. Corporate Governance.” We are also not required to have a majority of independent directors.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

23 edited+5 added−3 removed61 unchanged
Biggest change“Cannae” shall refer to Cannae Holdings, Inc., a Delaware corporation (“CHI”); and Cannae Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of CHI (“CHL”). Reflects 2,462,237 Company Common Shares directly held by CHL. The address of each of the entities listed in this footnote is 1701 Village Center Circle, Las Vegas, Nevada 89134.
Biggest changeFollowing the completion of the Repurchase Transaction, Cannae no longer beneficially owns any Common Shares and is no longer a party to the Shareholders Agreement. “Cannae” shall refer to Cannae Holdings, Inc., a Delaware corporation (“CHI”); and Cannae Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of CHI (“CHL”).
In addition, the Shareholders Agreement provides that each Principal Shareholder may, 80 without the consent of the Company or any other person, assign its rights to designate directors to the Company Board to any transferee of Company Common Shares so long as any right to designate directors to the Company Board will not result in the transferee receiving the right to designate more than two directors where such designation rights would result in the transferee receiving the right to designate a percentage of the total number of directors on the Company Board that is greater than the percentage of the aggregate outstanding Company Common Shares held by such transferee after giving effect to such transfer.
In addition, the Shareholders Agreement provides that each Principal Shareholder may, without the consent of the Company or any other person, assign its rights to designate directors to the Company Board to any transferee of Company Common Shares so long as any right to designate directors to the Company Board will not result in the transferee receiving the right to designate more than two directors where such designation rights would result in the transferee receiving the right to designate a percentage of the total number of directors on the Company Board that is greater than the percentage of the aggregate outstanding Company Common Shares held by such transferee after giving effect to such transfer.
Additionally, any increase in the total number of directors on the Company Board to greater than eleven will require the consent of (i) the CVC Investors, for so long as the CVC Investors collectively directly hold or indirectly, as set forth in the books and records of PGHL or Pi Topco, as applicable, are attributed at least 7.5% of the aggregate outstanding Company Common Shares, (ii) the Blackstone Investors, for so long as the Blackstone Investors collectively directly hold or indirectly, as set forth in the books and records of PGHL or Pi Topco, as applicable, are attributed at least 7.5% of the aggregate outstanding Company Common Shares, and (iii) FTAC, for so long as the FTAC Investors collectively hold at least 7.5% of the aggregate outstanding Company Common Shares.
Additionally, any increase in the total number of directors on the Company Board to greater than eleven will require the consent of (i) the CVC Investors, for so long as the CVC Investors collectively directly hold or indirectly, as set forth in the books and records of PGHL or Pi Topco, as applicable, are attributed at least 7.5% of the aggregate outstanding Company Common Shares, (ii) the Blackstone Investors, for so long as the Blackstone Investors collectively directly hold or indirectly, as set forth in the books and records of PGHL or Pi Topco, as 82 applicable, are attributed at least 7.5% of the aggregate outstanding Company Common Shares, and (iii) FTAC, for so long as the FTAC Investors collectively hold at least 7.5% of the aggregate outstanding Company Common Shares.
(together, the “Blackstone Parties”), and BCP VII Co-Invest—Star (Cayman) L.P., Blackstone Pi Co-Invest L.P., Pi Syndication LP, Francisco Partners IV, L.P., Francisco Partners IV-A, L.P., Chatham Holdings II, LLC, AB High Income Fund, Inc., AB Bond Fund, Inc.—AB Income Fund, AllianceBernstein Global High Income Fund, Inc., AB FCP I—Global High Yield Portfolio (together, the “Co-Investors”) and Paysafe Group Holdings Limited and Pi Topco (together, the “Holdcos”) was amended and restated (such amended and restated agreement being the “Consortium Agreement”).
(together, the “Blackstone Parties”), and BCP VII Co-Invest—Star (Cayman) L.P., Blackstone Pi Co-Invest L.P., Pi Syndication LP, Francisco Partners IV, L.P., Francisco Partners IV-A, L.P., Chatham Holdings II, LLC, AB High Income Fund, 83 Inc., AB Bond Fund, Inc.—AB Income Fund, AllianceBernstein Global High Income Fund, Inc., AB FCP I—Global High Yield Portfolio (together, the “Co-Investors”) and Paysafe Group Holdings Limited and Pi Topco (together, the “Holdcos”) was amended and restated (such amended and restated agreement being the “Consortium Agreement”).
Foley II (7) 1,638,102 3 % Bruce Lowthers * * John Crawford * * Roy Aston * * Robert Gatto * * Chi-Eun Lee * * Richard Swales * * Elliot Wiseman * * Daniel Henson * * Mark Brooker * * Matthew Bryant * * Anthony Jabbour * * Dagmar Kollmann * * Marianne Heiss * * Jonathan Murphy * * Eli Nagler * * Peter Rutland * * All Company directors and executive officers as a group * * *Less than 1%.
Foley II (7) 1,638,102 3.2 % Bruce Lowthers * * John Crawford * * Roy Aston * * Robert Gatto * * Chi-Eun Lee * * Richard Swales * * Elliot Wiseman * * Daniel Henson * * Mark Brooker * * Matthew Bryant * * Anthony Jabbour * * Dagmar Kollmann * * Marianne Heiss * * Jonathan Murphy * * Eli Nagler * * Peter Rutland * * All Company directors and executive officers as a group * * *Less than 1%.
When the “flip-down” mechanic is operated, PGHL shall (and Pi Topco shall procure that PGHL shall), subject to applicable law, 81 transfer (whether by distribution or otherwise) such number of Company Common Shares in Paysafe Limited to Pi Topco to enable Pi Topco to transfer such shares to the CVC Party, the Blackstone Parties and the Co-Investors in exchange for the requisite number of securities in Pi Topco held by them.
When the “flip-down” mechanic is operated, PGHL shall (and Pi Topco shall procure that PGHL shall), subject to applicable law, transfer (whether by distribution or otherwise) such number of Company Common Shares in Paysafe Limited to Pi Topco to enable Pi Topco to transfer such shares to the CVC Party, the Blackstone Parties and the Co-Investors in exchange for the requisite number of securities in Pi Topco held by them.
Securities subject to this repurchase right are considered vested as follows: • First anniversary of acquisition of A Ordinary Shares—20% • Each additional quarter—5% • Up to a maximum of 80% In connection with the Transactions, the equity held by Managers are fully vested other than with respect to the repurchase right described above.
Securities subject to this repurchase right are considered vested as follows: 84 • First anniversary of acquisition of A Ordinary Shares—20% • Each additional quarter—5% • Up to a maximum of 80% In connection with the Transactions, the equity held by Managers are fully vested other than with respect to the repurchase right described above.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors or executive officers, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable. C. Interests of Experts and Counsel Not applicable.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors or executive officers, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable. 85 C. Interests of Experts and Counsel Not applicable.
Blackstone Inc. is the sole member of Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred common stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman. Each of such Blackstone entities and Mr.
Blackstone Inc. is the sole member 80 of Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred common stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman. Each of such Blackstone entities and Mr.
Specifically, pursuant to its audit committee charter, the audit committee has the responsibility to review related party transactions. Certain Relationships and Related Person Transactions Shareholders Agreement 79 In connection with the Transaction, concurrently with the Closing, the Company, Pi Topco, PGHL, Cannae LLC, the Founder, the CVC Investors and the Blackstone Investors entered into the Shareholders Agreement.
Specifically, pursuant to its audit committee charter, the audit committee has the responsibility to review related party transactions. Certain Relationships and Related Person Transactions Shareholders Agreement In connection with the Transaction, concurrently with the Closing, the Company, Pi Topco, PGHL, Cannae LLC, the Founder, the CVC Investors and the Blackstone Investors entered into the Shareholders Agreement.
If reasonably required by the CVC Party and the Blackstone Parties, the CVC Party and the 82 Blackstone Parties may elect to “flip-down” their holdings of securities in Pi Topco at or prior to or any time following closing.
If reasonably required by the CVC Party and the Blackstone Parties, the CVC Party and the Blackstone Parties may elect to “flip-down” their holdings of securities in Pi Topco at or prior to or any time following closing.
Foley, II is the sole member of Trasimene Capital FT, LLC II, and therefore may be deemed to beneficially own the Company Common Shares described in this footnote, and ultimately exercises voting and dispositive power over such shares held by Trasimene Capital FT, LP II. Mr.
William P. Foley, II is the sole member of Trasimene Capital FT, LLC II, and therefore may be deemed to beneficially own the Company Common Shares described in this footnote, and ultimately exercises voting and dispositive power over such shares held by Trasimene Capital FT, LP II. Mr.
Major Shareholders The following table sets forth information regarding the actual beneficial ownership of Company Common Shares as of February 26, 2025: • each person known to us to be the beneficial owner or more than 5% of Company Common Shares; • each of our directors and Company Officers; and • all our directors and Company Officers as a group.
Major Shareholders The following table sets forth information regarding the actual beneficial ownership of Company Common Shares as of February 20, 2026: • each person known to us to be the beneficial owner or more than 5% of Company Common Shares; • each of our directors and Company Officers; and • all our directors and Company Officers as a group.
A “Related Person” means: • any person who is, or at any time during the applicable period was, one of the post-combination company’s executive officers or one of the post-combination company’s directors; • any person who is known by the post-combination company to be the beneficial owner of more than 5% of Paysafe’s voting stock; • any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of Paysafe’s voting stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of Paysafe’s voting stock; and • any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.
A “Related Person” means: • any person who is, or at any time during the applicable period was, one of the post-combination company’s executive officers or one of the post-combination company’s directors; • any person who is known by the post-combination company to be the beneficial owner of more than 5% of Paysafe’s voting stock; • any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of Paysafe’s voting stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of Paysafe’s voting stock; and • any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest. 81 Paysafe has policies and procedures designed to minimize potential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time.
Reflects 1,251,725 Company Common Shares directly held by Chicago Title Insurance Company, 1,431,608 Company Common Shares directly held by Fidelity National Title Insurance Company, 650,000 Company Common Shares directly held by Commonwealth Land Title Insurance Company, and 416,667 Company Common Shares directly held by Fidelity & Guaranty Life Insurance Company.
Reflects 651,725 Company Common Shares directly held by Chicago Title Insurance Company, 831,608 Company Common Shares directly held by Fidelity National Title Insurance Company, 350,000 Company Common Shares directly held by Commonwealth Land Title Insurance Company, and 416,667 Company Common Shares directly held by Fidelity & Guaranty Life Insurance Company.
Both agreements were approved by our Audit Committee. In 2024, we recognized $16 million of expense associated with Dun & Bradstreet, mainly in connection with the license and risk management agreement. Mr. Jabbour is the Chief Executive Officer and a director of Dun & Bradstreet. In addition, Dun & Bradstreet is an affiliate of Cannae.
Both agreements were approved by our Audit Committee. In 2025, we recognized approximately $17 million of expense associated with Dun & Bradstreet, mainly in connection with the license and risk management agreement. Mr. Jabbour served as the Chief Executive Officer and a director of Dun & Bradstreet until September of 2025.
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, and includes shares underlying options and shares underlying the Company Warrants that are currently exercisable or exercisable within 60 days.
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, and includes shares underlying options and shares underlying the Company Warrants that are currently exercisable or exercisable within 60 days. 79 Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all Company Common Shares beneficially owned by them.
The address of each of the entities listed in this footnote is c/o Blackstone Inc., 345 Park Avenue, New York, New York 10154 78 (5) Based on the most recently available Schedule 13D/A filed with the SEC on November 25, 2024, as of November 21, 2024.
The address of each of the entities listed in this footnote is c/o Blackstone Inc., 345 Park Avenue, New York, New York 10154 (5) Based on the most recently available Schedule 13D/A filed with the SEC on November 25, 2025, On November 24, 2025, Cannae Holdings, LLC sold 2,462,237 Common Shares to the Company in connection with Repurchase Transaction.
Registration Rights Agreement In connection with the Transaction, concurrently with the Closing, the Company, Pi Topco, PGHL, Cannae LLC, the Founder, the CVC Party and the Blackstone Investors entered into the Restated Registration Rights Agreement.
Following the completion of the Repurchase Transaction, Cannae no longer beneficially owns any common shares and is no longer a party to the Shareholders Agreement. Registration Rights Agreement In connection with the Transaction, concurrently with the Closing, the Company, Pi Topco, PGHL, Cannae LLC, the Founder, the CVC Party and the Blackstone Investors entered into the Restated Registration Rights Agreement.
The address of FGLIC is 801 Grand Ave., Suite 2600, Des Moines, Iowa 50309. (7) Based on the most recently available Schedule 13D/A filed with the SEC on November 15, 2022, as of December 31, 2022. Reflects 1,638,101 Company Common Shares.
The address of FGLIC is 801 Grand Ave., Suite 2600, Des Moines, Iowa 50309. (7) Based on the most recently available Schedule 13D/A filed with the SEC on November 25, 2025. Reflects 1,638,101 Company Common Shares. Trasimene Capital FT, LLC II has sole voting and dispositive power over the Company Common Shares owned by Trasimene Capital FT, LP II.
Except as otherwise indicated, the address for each shareholder listed below is 2 Gresham Street, 1st Floor, London, United Kingdom EC2V 7AD. 77 Name and Address of Beneficial Owner Number (1) of Company Common Shares Percentage of Company Common Shares Company Officers, Directors and 5% Holders Parties to our shareholders agreement as a group (2) 28,014,707 45 % CVC (3) 12,999,672 21 % Blackstone (4) 10,914,696 17 % Cannae (5) 2,462,237 4 % FNF Holders (6) 3,750,000 6 % William P.
Name and Address of Beneficial Owner Number (1) of Company Common Shares Percentage of Company Common Shares Company Officers, Directors and 5% Holders Parties to our shareholders agreement as a group (2) 27,802,470 54.4 % CVC (3) 12,999,672 25.4 % Blackstone (4) 10,914,696 21.4 % Cannae (5) - - FNF Holdings (6) 2,250,000 4.4 % William P.
(6) Based on the most recently available Schedule 13G/A filed with the SEC on February 13, 2023, as of December 31, 2022. “Fidelity” shall refer to (i) Fidelity National Financial, Inc.
The address of each of the entities listed in this footnote is 1701 Village Center Circle, Las Vegas, Nevada 89134. (6) Based on the most recently available Schedule 13G/A filed with the SEC on December 1, 2025. “Fidelity” shall refer to (i) Fidelity National Financial, Inc.
(1) Numbers have been updated to reflect the reverse stock split. (2) Shareholders Agreement means the agreement entered into by the Company, Pi Topco, PGHL, the Founder, Cannae LLC, the CVC Investors and the Blackstone Investors. (3) Based on the most recently available Schedule 13D filed with the SEC on January 3, 2022, as of December 31, 2022.
Following the completion of the Repurchase Transaction, Cannae no longer beneficially owns any common shares and is no longer a party to the Shareholders Agreement. (3) Based on the most recently available Schedule 13D filed with the SEC on January 3, 2022, as of December 31, 2022.
Removed
Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all Company Common Shares beneficially owned by them.
Added
Except as otherwise indicated, the address for each shareholder listed below is 2 Gresham Street, 1st Floor, London, United Kingdom EC2V 7AD.
Removed
Trasimene Capital FT, LLC II has sole voting and dispositive power over the Company Common Shares owned by Trasimene Capital FT, LP II. William P.
Added
(1) Numbers have been updated to reflect the reverse stock split.
Removed
Paysafe has policies and procedures designed to minimize potential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time.
Added
(2) Shareholders Agreement means the agreement entered into by the Company, Pi Topco, PGHL, the Founder, Cannae LLC, the CVC Investors and the Blackstone Investors On November 24, 2025, a wholly owned subsidiary of Cannae Holdings, Inc. sold 2,462,237 common shares to the Company in a privately negotiated transaction (the "Repurchase Transaction").
Added
In addition, Dun & Bradstreet is an affiliate of Cannae, which no longer is a party to the Shareholders Agreement. In November 2025, we entered into a privately negotiated agreements, pursuant to which we agreed to repurchased 3,962,237 of our common shares for a total amount of $26,530 from wholly-owned subsidiaries of each of Cannae and Fidelity National Financial, Inc.
Added
("FNF"). The repurchase transaction was approved by the Audit Committee of our Board of Directors and conducted pursuant to our previously announced share repurchase program. Following the transaction, Cannae no longer beneficially owns any of our common shares, and FNF beneficially owns less than 5% of our common shares.