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What changed in Western Union CO's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Western Union CO's 2024 and 2025 10-K 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.

+351 added−343 removedSource: 10-K (2026-02-20) vs 10-K (2025-02-20)

Top changes in Western Union CO's 2025 10-K

351 paragraphs added · 343 removed · 270 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

60 edited+24 added−21 removed95 unchanged
Biggest changeGovernment agencies both inside and outside the United States may impose new or additional rules on money transfers affecting us, our agents, or their subagents, including regulations that: • prohibit, restrict, and/or impose taxes or fees on money transfer transactions in, to, or from certain countries or with certain governments, individuals, and entities; • impose additional customer identification, proof of legal residence, and customer, agent, and subagent due diligence requirements; • impose additional reporting or recordkeeping requirements or require enhanced transaction monitoring; 9 Table of Contents • limit the types of entities capable of providing money transfer services, impose additional licensing or registration requirements on us, our agents, or their subagents, or impose additional requirements on us with regard to selection or oversight of our agents or their subagents; • impose minimum capital or other financial requirements on us or our agents and their subagents; • limit or restrict the revenue which may be generated from money transfers, including transaction fees and revenue derived from foreign exchange; • require enhanced disclosures to our money transfer customers; • require the principal amount of money transfers originated in a country to be invested in that country or held in a trust until they are paid; • limit the number or principal amount of money transfers which may be sent to or from a jurisdiction, whether by an individual, through one agent, or in aggregate; • impose more stringent information technology, cybersecurity, data, and operational security requirements on us or our agents and their subagents, including relating to data transfers and the use of cloud infrastructure; • impose additional risk management and related governance and oversight requirements, including relating to the outsourcing of services to other group companies or to third parties; and • prohibit or limit exclusive arrangements with our agents and subagents.
Biggest changeAs a result, we continue to incur significant compliance costs related to customer, agent, and subagent due diligence, verification, transaction approval, disclosure, and reporting requirements, including requirements to report transaction data to a greater extent or frequency than previously required, along with other requirements that have had and could continue to have a negative impact on our financial condition and results of operations. 10 Table of Contents Government agencies both inside and outside the United States may impose new or additional rules on money transfers affecting us, our agents, or their subagents, including regulations that: • prohibit, restrict, and/or impose taxes or fees on money transfer transactions in, to, or from certain countries or with certain governments, individuals, and entities; • impose additional customer identification, proof of legal residence, and customer, agent, and subagent due diligence requirements; • impose additional reporting or recordkeeping requirements or require enhanced transaction monitoring; • limit the types of entities capable of providing money transfer services, impose additional licensing or registration requirements on us, our agents, or their subagents, or impose additional requirements on us with regard to selection or oversight of our agents or their subagents; • impose minimum capital or other financial requirements on us or our agents and their subagents; • limit or restrict the revenue which may be generated from money transfers, including transaction fees and revenue derived from foreign exchange; • require enhanced disclosures to our money transfer customers; • require the principal amount of money transfers originated in a country to be invested in that country or held in a trust until they are paid; • limit the number or principal amount of money transfers which may be sent to or from a jurisdiction, whether by an individual, through one agent, or in aggregate; • impose more stringent information technology, cybersecurity, data, and operational security requirements on us or our agents and their subagents, including relating to data transfers and the use of cloud infrastructure; • impose additional risk management and related governance and oversight requirements, including relating to the outsourcing of services to other group companies or to third parties; and • prohibit or limit exclusive arrangements with our agents and subagents.
For further discussion of risks related to current and proposed data privacy and security laws and regulations, see Part I, Item 1A, Risk Factors - “Current and proposed regulation addressing consumer privacy and data use and security could increase our costs of operations, which could adversely affect our operations, results of operations, and financial condition.” Other Some of our services are subject to card association rules and regulations.
For further discussion of risks related to current and proposed data privacy and security laws and regulations, see Part I, Item 1A, Risk Factors - “Current and proposed regulation addressing consumer privacy and data use and security could increase our costs of operations, which could adversely affect our results of operations and financial condition.” Other Some of our services are subject to card association rules and regulations.
We compete with a variety of remittance providers, including: • Global money transfer providers - Global money transfer providers allow consumers to send money to a wide variety of locations, in both their home countries and abroad. • Regional money transfer providers - Regional money transfer providers, or “niche” providers, provide the same services as global money transfer providers but focus on a smaller group of geographic corridors or services within one region, such as North America to the Caribbean, Central, or South America, or Western Europe to North Africa. • Digital channels - Digital service providers, including certain payment providers, allow consumers to send and receive money digitally using the internet or through mobile devices.
We compete with a variety of remittance providers, including: • Global money transfer providers - Global money transfer providers allow consumers to send money to a wide variety of locations, in both their home countries and abroad. • Regional money transfer providers - Regional money transfer providers, or “niche” providers, provide the same services as global money transfer providers but focus on a smaller group of geographic corridors or services within one region, such as North America to the Caribbean, Central, or South America, or Western Europe to North Africa. • Digital channels - Digital service providers, including certain payment providers, allow consumers to send and receive money or value digitally using the internet or through mobile devices.
Distribution and Marketing Channels We offer our Consumer Money Transfer services around the world primarily through our global network of agents and subagents in most countries and territories, with approximately 90% of our agent locations being located outside the United States.
Distribution and Marketing Channels We offer our Consumer Money Transfer services around the world primarily through our global network of agents and subagents in most countries and territories, with approximately 90% of our locations being located outside the United States.
For further discussion of these risks, see Part I, Item 1A, Risk Factors - “Breaches of our information security 12 Table of Contents safeguards could adversely affect our ability to operate and could damage our reputation and adversely affect our business, financial condition, results of operations, and cash flows.” In connection with regulatory requirements to assist in the prevention of money laundering and terrorist financing and other legal obligations and requests, we make certain personal information available to certain United States federal, state, and foreign government agencies.
For further discussion of these risks, see Part I, Item 1A, Risk Factors - “Breaches of our information security 13 Table of Contents safeguards could adversely affect our ability to operate and could damage our reputation and adversely affect our business, financial condition, results of operations, and cash flows.” In connection with regulatory requirements to assist in the prevention of money laundering and terrorist financing and other legal obligations and requests, we make certain personal information available to certain United States federal, state, and foreign government agencies.
The legal, political, and business environments in these areas are rapidly changing, and subsequent legislation, regulation, litigation, court rulings, or other events could expose us to increased program costs, liability, and reputational damage.
The legal, political, and business environments in these areas are rapidly changing, and legislation, regulation, litigation, court rulings, or other events could expose us to increased program costs, liability, and reputational damage.
These laws and requirements continue to evolve and may become increasingly challenging to comply with. 11 Table of Contents In the United States, federal data privacy laws such as the federal Gramm-Leach-Bliley Act and various state laws, such as the California Consumer Privacy Act (“CCPA”), the Colorado Privacy Act (“CPA”), and other data privacy and breach laws, apply to a broad range of financial institutions including money transfer providers like Western Union and to companies that provide services to or on behalf of those institutions.
These laws and requirements continue to evolve and may become increasingly challenging to comply with. 12 Table of Contents In the United States, federal data privacy laws such as the federal Gramm-Leach-Bliley Act and various state laws, such as the California Consumer Privacy Act (“CCPA”), the Colorado Privacy Act (“CPA”), and other data privacy and breach laws, apply to a broad range of financial institutions including money transfer providers like Western Union and to companies that provide services to or on behalf of those institutions.
We continue to monitor the impact on our business of PSD2 and associated regulatory guidelines and technical standards, including indicators of changes in the payment services market such as competition from new payment and electronic money license authorizations, including those by multinational online service and technology companies, and we are also monitoring the potential impact of the Third Payment Services Directive (“PSD3”), which will replace PSD2 but has not yet been brought into effect.
We continue to monitor the impact on our business of PSD2 and associated regulatory guidelines and technical standards, including indicators of changes in the payment services market such as competition from new payment and electronic money license authorizations, including those by multinational online service and technology companies, and we are also monitoring the expected impact of the Third Payment Services Directive (“PSD3”), which will replace PSD2 but has not yet been brought into effect.
Revenue from our bill payment services is derived primarily from transaction fees paid by customers and billers. Consumers use our money orders for making purchases, paying bills, and as an alternative to checks. We derive investment income from interest generated on our money order settlement assets, which are primarily held in United States tax-exempt state and municipal debt securities.
Revenue from our bill payment services is derived primarily from transaction fees paid by customers and billers. Consumers use our money orders for making purchases, paying bills, and as an alternative to checks. We derive investment income from interest generated on our money order settlement assets, which are primarily held in United States state and municipal debt securities.
A commission is usually paid to both the agent that initiated the transaction, the “send agent,” and the agent that paid the transaction, the “receive agent.” For most agents, the costs of providing the physical infrastructure and staff are typically already covered by the agent’s primary business (e.g., postal services, banking, check cashing, travel, and retail businesses).
A commission is usually paid to both the agent that initiated the transaction, the “send agent,” and the agent that paid the transaction, the “receive agent.” For most agents, the costs of providing the physical infrastructure and staff are typically already covered by the agent’s primary business (e.g., postal services, banking, check acceptance, travel, and retail businesses).
Consumer Services Consumer Services primarily consists of our bill payment services in Argentina and the United States and our money order services.
Consumer Services Consumer Services primarily consists of our bill payment services in Argentina and the United States, our money order services, and our travel money services.
We have expanded the number of our owned and operated locations and our agent “concept stores,” in which we partner with agents who have demonstrated high-quality customer service and expertise in serving particular geographies or corridors.
We have expanded the number of our Company-operated locations and our agent “concept stores,” in which we partner with agents who have demonstrated high-quality customer service and expertise in serving particular geographies or corridors.
Derivatives Regulations Rules adopted under the Dodd-Frank Act by the Commodity Futures Trading Commission (the “CFTC”), as well as the provisions of the European Market Infrastructure Regulation (“EMIR”), as amended, and its technical standards, which are directly applicable in the member states of the EU and have been retained in the UK since Brexit, have subjected certain foreign exchange hedging transactions, including certain intercompany hedging transactions and certain of the corporate interest rate hedging transactions we may enter into in the future, to reporting, recordkeeping, and other requirements.
Derivatives Regulations Rules adopted under the Dodd-Frank Act by the Commodity Futures Trading Commission (the “CFTC”), as well as the provisions of the European Market Infrastructure Regulation (“EMIR”), as amended, and its technical standards, which are directly applicable in the member states of the EU and in the UK, have subjected certain foreign exchange hedging transactions, including certain intercompany hedging transactions and certain of the corporate interest rate hedging transactions we may enter into in the future, to reporting, recordkeeping, and other requirements.
As a result, the regulatory requirements applicable to us under these arrangements may also vary. 5 Table of Contents Industry Trends Trends in the volume of cross-border money transfer activity correlate with migration, global economic opportunity, and related employment levels worldwide. A significant trend that continues to impact the money transfer industry is increasing regulation.
As a result, the regulatory requirements applicable to us under these arrangements may also vary. Industry Trends Trends in the volume of cross-border money transfer activity correlate with migration, global economic opportunity, and related employment levels worldwide. A significant trend that continues to impact the money transfer industry is increasing regulation.
The extent of our and our agents’ implementation of these policies, procedures, and measures may be considered by the CFPB in any action or proceeding against us for noncompliance with the rules by our agents. The CFPB has also implemented a direct portal for gathering information regarding consumer complaints, including with respect to money transfers.
The extent of our and our agents’ implementation of these policies, procedures, and measures may be considered by the CFPB in any action or proceeding against us for noncompliance with the rules by our agents. The CFPB has also implemented a direct portal for gathering information regarding consumer complaints, including with respect to money 11 Table of Contents transfers.
The BSA, among other things, requires money transfer companies and the issuers and sellers of money orders to develop 7 Table of Contents and implement risk-based anti-money laundering programs, to report large cash transactions and suspicious activity, and in some cases, to collect and maintain information about consumers who use their services and maintain other transaction records.
The BSA, among other things, requires money transfer companies and the issuers and sellers of money orders to develop and implement risk-based anti-money laundering programs, to report large cash transactions and suspicious activity, and in some cases, to collect and maintain information about consumers who use their services and maintain other transaction records.
We also provide several options for the receipt of funds. At our retail agent locations, consumers generally receive payments in cash. However, in certain countries, our retail agents may also issue a money order or check or provide payout through an ATM.
We also provide several options for the receipt of funds. At our retail agent and Company-operated locations, consumers generally receive payments in cash. However, in certain countries, our retail agents may also issue a money order or check or provide payout through an ATM.
Our bill payment services provide fast and convenient options for consumers, businesses, and other organizations to make payments, including to utilities, auto finance companies, mortgage servicers, financial service providers, and government agencies. Generally, these bill payment services are initiated by consumers making a cash payment at an agent or an owned location or making a payment through westernunion.com.
Our bill payment services provide fast and convenient options for consumers, businesses, and other organizations to make payments, including to utilities, auto finance companies, mortgage servicers, financial service providers, and government agencies. Generally, these bill payment services are initiated by consumers making a payment at an agent or Company-operated location or through westernunion.com.
We offer a variety of methods for consumers to initiate transactions. In select markets, consumers may stage a transaction either online or using a mobile device and subsequently pay for the transaction at one of our agent or owned locations.
We offer a variety of methods for consumers to initiate transactions. In select markets, consumers may stage a transaction either online or using a mobile device and subsequently pay for the transaction at one of our agent or Company-operated locations.
PSD2 imposes rules on payment service providers like Western Union, aiming to drive increased competition, innovation, and transparency across the EU payments market, while enhancing consumer protection 8 Table of Contents and the security of internet payments and account access.
PSD2 imposes rules on payment service providers like Western Union, aiming to drive increased competition, innovation, and transparency across the EU payments market, while enhancing consumer protection and the security of internet payments and account access.
Our European Union digital money transfer business is managed through our Austrian banking subsidiary, which is regulated by the Austrian Financial Market Authority under the Austrian Banking Act. Its digital money transfer business is subject to payment services regulated under PSD2 and local implementing legislation.
Our European Union digital money transfer business is managed through our Austrian banking subsidiary, which is regulated by the Austrian Financial Market Authority under the Austrian Banking Act. Its digital money transfer, digital wallet, and corporate banking services are subject to payment services regulated under PSD2 and local implementing legislation.
We believe this shift in consumer preference will continue, resulting in an increasing proportion of remittances being sent through digital means in the future. Competition We face robust competition in the highly fragmented consumer money transfer industry.
We believe this shift in consumer preference will continue, resulting in an increasing proportion of remittances being sent through digital means in the future. 6 Table of Contents Competition We face robust competition in the highly fragmented consumer money transfer industry.
Cagwin previously served as our Interim Chief Financial Officer from September 2022 to January 2023. Mr. Cagwin joined the Company in July 2022 as Head of Business Unit Financial Planning and Analysis. Prior to joining the Company, Mr.
Cagwin previously served as our Interim Chief Financial Officer from September 2022 to January 2023. Mr. Cagwin joined the Company in 15 Table of Contents July 2022 as Head of Business Unit Financial Planning and Analysis. Prior to joining the Company, Mr.
In this situation, the recipient generally enters an agent location in the designated receiving country or territory, presents the unique identifying number and identification, where applicable, and is paid the transferred amount by our agent based on the information in our system. Recipients generally do not pay a fee.
In this situation, the recipient generally enters an agent location in the designated receiving country or territory, presents the 4 Table of Contents unique identifying number and identification, where applicable, and is paid the transferred amount by our agent based on the information in our system. Recipients generally do not pay a fee.
We believe that our owned locations and concept stores allow us to better control the customer experience, test new products and services, and acquire customers for our digital services at a lower cost.
We believe that our Company-operated locations and concept stores allow us to better control the customer experience, test new products and services, and acquire customers for our digital services at a lower cost.
Governmental agencies tasked with enforcing consumer protection laws or regulations are communicating more frequently 10 Table of Contents and coordinating their efforts to protect consumers. As the scope of consumer protection laws and regulations change, we may experience increased costs to comply and other adverse effects to our business.
Governmental agencies tasked with enforcing consumer protection laws or regulations are communicating more frequently and coordinating their efforts to protect consumers. As the scope of consumer protection laws and regulations change, we may experience increased costs to comply and other adverse effects on our business.
As we continue to seek to meet the needs of our customers for fast, reliable, and convenient global money movement and payment services while focusing on regulatory compliance, we are also working to provide consumers and our business clients with access to an expanding portfolio of financial services and to increase the ways our services can be accessed, including through the launch of our digital wallet in certain countries.
As we continue to seek to meet the needs of our customers for fast, reliable, and convenient global money movement and payment services while focusing on regulatory compliance, we are also working to go beyond these services by providing consumers and our business clients with access to an expanding portfolio of financial services and to increase the ways our services can be accessed, including through the launch of our digital wallet in certain countries.
These also include laws and regulations regarding financial services, consumer disclosure and consumer protection, currency controls, money transfer and payment instrument licensing, payment services, credit and debit cards, electronic payments, unclaimed property, the regulation of competition, consumer privacy, data protection, and information security.
These also include laws and regulations regarding financial services, consumer disclosure and consumer protection, currency controls, money transfer and payment instrument licensing, payment services, digital currencies, stablecoins, and crypto assets, credit and debit cards, electronic payments, unclaimed property, the regulation of competition, consumer privacy, data protection, and information security.
Services We offer money transfer services in more than 200 countries and territories, with a number of options for sending funds that provide consumers convenience and choice, through both our retail and digital money transfer channels. • Retail - The majority of our remittances constitute retail transactions in which payment is collected at an agent or owned location and is available for pick-up at another location, usually within minutes.
Services We offer money transfer services in more than 200 countries and territories, with a number of options for sending funds that provide consumers convenience and choice, through both our retail and digital money transfer channels. • Retail - The majority of our remittances constitute retail transactions in which payment is collected at an agent or Company-operated location and is available for pick-up at another location, usually within minutes, or paid directly into the recipient's account.
The site leader program is an important tool to ensure we have key leaders around the globe delivering consistent messages about our strategy, our values and behaviors, and our customers, while building a deep sense of engagement among our employees.
Additionally, our site leader program is an important tool to develop key leaders around the globe delivering consistent messages about our strategy, our values and behaviors, and our customers, while building a deep sense of engagement among our employees.
In a typical money transfer transaction, a consumer provides information, either at one of our agent or subagent locations or online, specifying, among other things, the name and other identifying information regarding the recipient and the principal amount of the transfer. The consumer also provides funds for the transaction, including fees.
In a typical money transfer transaction, a consumer provides information, either at one of our agent or subagent locations or online, specifying, among other things, the name and other identifying information regarding the recipient and the principal amount of the transfer. The consumer also provides funds for the transaction, including the fee determined and set by us.
Human Capital Management Our People As of December 31, 2024, our businesses employed approximately 9,100 individuals, of which approximately 1,400 employees are located inside the United States. Our employees span more than 50 countries.
Human Capital Management Our People As of December 31, 2025, our businesses employed approximately 9,600 individuals, of which approximately 1,600 employees are located inside the United States. Our employees span more than 50 countries.
The table below presents the components of our consolidated revenue: Year Ended December 31, 2024 2023 2022 Consumer Money Transfer 90 % 92 % 89 % Consumer Services 10 % 7 % 6 % Business Solutions (a) — 1 % 5 % 100 % 100 % 100 % (a) On August 4, 2021, we entered into an agreement to sell our Business Solutions business to Goldfinch Partners LLC and The Baupost Group LLC (collectively, “the Buyer”), and the final closing for this transaction occurred on July 1, 2023.
The table below presents the components of our consolidated revenue: Year Ended December 31, 2025 2024 2023 Consumer Money Transfer 87 % 90 % 92 % Consumer Services 13 % 10 % 7 % Business Solutions (a) — — 1 % 100 % 100 % 100 % (a) On August 4, 2021, we entered into an agreement to sell our Business Solutions business to Goldfinch Partners LLC and The Baupost Group LLC, and the final closing for this transaction occurred on July 1, 2023.
Accordingly, we no longer report Business Solutions as a separate segment. 3 Table of Contents Consumer Money Transfer Money transfers from one consumer to another are the core of our business, representing 90% of our total consolidated revenues for 2024. A substantial majority of these transfers were cross-border transactions.
Accordingly, we no longer report Business Solutions as a separate segment. Consumer Money Transfer Money transfers from one consumer to another are the core of our business, representing 87% of our total consolidated revenues for 2025. A substantial majority of these transfers were cross-border transactions.
Additionally, in certain agent locations, consumers can enter a transaction at a self-service kiosk and subsequently pay for the transaction at the counter of the location. • Digital - In many countries and territories, consumers can initiate a money transfer from a Western Union branded website or mobile application or from sites and applications hosted by our third-party digital partners. 4 Table of Contents Consumers can fund a transaction in a variety of ways, in addition to cash.
Additionally, in certain agent locations, consumers can enter a transaction at a self-service kiosk and subsequently pay for the transaction at the counter of the location. • Digital - In many countries and territories, consumers can initiate a money transfer from a Western Union branded website or mobile application or from sites and applications hosted by our third-party digital partners.
For example, at certain of our agent locations, consumers can fund a transaction using a debit card, and, where available, consumers can fund a money transfer from an account and through an account using an automated teller machine (“ATM”).
Consumers can fund a transaction in a variety of ways, in addition to cash. For example, at certain of our agent locations, consumers can fund a transaction using a debit card, and, where available, consumers can fund a money transfer from an account and through an account using an automated teller machine (“ATM”).
We seek to provide limited money transfer and payment services to parties in Syria and certain regions of Ukraine in accordance with United States laws authorizing such services, and pursuant to and as authorized by advisory opinions of, or specific or general licenses issued by, OFAC.
We provide limited money transfer and payment services to parties in certain regions of Ukraine as well as certain sanctioned parties we are legally authorized to interact with in strict accordance with United States laws authorizing such services, and pursuant to and as authorized by advisory opinions of, or specific or general licenses issued by, OFAC.
In our retail foreign exchange services, we provide consumers with access to exchange currencies at our retail locations, earning revenues for the difference between the exchange rate we set to the consumer and the rate at which we acquired the currency.
In our travel money services, we provide consumers with access to exchange currencies at our retail locations, earning revenues for the difference between the exchange rate we set to the consumer and the rate at which we acquired the 7 Table of Contents currency.
Our agents provide the point-of-sale presence and facilitate the interface with Western Union required to complete the transfers. Western Union provides central operating functions such as transaction processing, settlement, marketing support, and consumer relationship management to our agents, as well as compliance training and related support.
Certain of our agents can pay in multiple currencies at a single location. Our agents provide the point-of-sale presence and facilitate the interface with Western Union required to complete the transfers. Western Union provides central operating functions such as transaction processing, settlement, marketing support, and consumer relationship management to our agents, as well as compliance training and related support.
In addition, we have a subsidiary that operates under a banking license in Brazil. We have developed and continue to enhance our global compliance programs, including our anti-money laundering program, comprised of policies, procedures, systems, and internal controls to monitor and to address various legal and regulatory requirements.
We have developed and continue to enhance our global compliance programs, including our anti-money laundering program, comprised of policies, procedures, systems, and internal controls to monitor and to address various legal and regulatory requirements.
PSD2: (i) has increased the supervisory powers granted to member states with respect to activities performed by companies such as Western Union, and our agent network, (ii) provides for customer identity verification and authentication measures and agent monitoring responsibilities, (iii) provides member states with the ability to limit the types, nature, and amount of charges we may assess and increases customer refund rights, and (iv) increases information security and incident reporting responsibilities.
PSD2: (i) has increased the supervisory powers granted to member states with respect to activities performed by companies such as Western Union, and our agent network, (ii) provides for customer identity verification and authentication measures and agent monitoring responsibilities, (iii) provides member states with the ability to limit the types, nature, and amount of charges we may assess and increases customer refund rights, and (iv) increases information security and incident reporting responsibilities. 9 Table of Contents Under our PSD2 license and local EU member states’ implementing legislation and associated regulatory supervisory powers, guidelines, and regulatory technical standards, we are responsible for the regulatory compliance of our agents and their subagents.
However, in limited circumstances, a tax may be imposed by the local government on the receipt of the money transfer, or a fee may be charged by the recipient’s institution related to the use of an account.
However, in limited circumstances, a tax may be imposed by the local government on the receipt of the money transfer, or a fee may be charged by the recipient’s institution related to the use of an account. In a retail transaction, we generally pay our agents a commission based on a percentage of revenue.
Also included are our retail foreign exchange services, media network, prepaid cards, lending partnerships, 6 Table of Contents and the non-money transfer aspects of our consumer ecosystem, such as our digital wallet, which allows consumers in certain countries to load and spend funds. Consumer Services revenue represented 10% of our total consolidated revenues for 2024.
Also included are our check acceptance services, media network, prepaid cards, lending partnerships, and the non-money transfer aspects of our consumer ecosystem, such as our digital wallets, which allow consumers in certain countries to load and spend funds. Consumer Services revenue represented 13% of our total consolidated revenues for 2025.
Economic and trade sanctions programs administered by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and by certain foreign jurisdictions prohibit or restrict transactions to or from (or dealings with or involving) certain countries, regions, governments, and in certain circumstances, specified foreign nationals, as well as with certain individuals and entities such as narcotics traffickers, terrorists, and terrorist organizations.
Compliance with anti-money laundering laws and regulations continues to be a focus of regulatory attention, with recent settlement agreements having been reached with several large financial institutions. 8 Table of Contents Economic and trade sanctions programs administered by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and by certain foreign jurisdictions prohibit or restrict transactions to or from (or dealings with or involving) certain countries, regions, governments, and in certain circumstances, specified foreign nationals, as well as with certain individuals and entities such as narcotics traffickers, terrorists, and terrorist organizations.
Attracting, Developing, and Engaging Employees Our recruitment efforts focus on identifying internal and external talent with skills that are critical to our business strategy, such as skills in technology, cloud, data architecture, cybersecurity, payment systems, and other areas of expertise.
Attracting, Developing, and Engaging Employees Our human capital strategy is focused on attracting, developing, and retaining employees with skills that are critical to our business strategy, including expertise in technology, cloud, data architecture, cybersecurity, payment systems, and other areas.
In addition, certain of our licensed entities are required to make prior notification and seek prior approval from our regulators when certain shareholding thresholds are exceeded. Outside the United States, our money transfer business is subject to some form of regulation in almost all of the countries and territories in which we offer those services.
Outside the United States, our money transfer business is subject to some form of regulation in almost all of the countries and territories in which we offer those services.
Our money transfer service is mainly conducted through our retail agent locations but also includes our websites and mobile applications marketed under our brands (“Branded Digital”). This segment includes five geographic regions whose functions are primarily related to generating, managing, and maintaining agent relationships and localized marketing activities. We include Branded Digital transactions in our regions.
This segment includes five geographic regions whose functions are primarily related to generating, managing, and maintaining agent relationships and localized marketing activities. We include Branded Digital transactions in our regions.
Our top 40 agents and partners globally have been with us for more than 20 years, on average, and in 2024, these long-standing relationships accounted for transactions that generated nearly 60% of our Consumer Money Transfer revenue. No individual agent or partner accounted for greater than 10% of the segment’s revenue during any of the periods presented.
Our top 40 agents and partners globally have been with us for more than 20 years, on average, and in 2025, these long-standing relationships 5 Table of Contents accounted for transactions that generated approximately 50% of our Consumer Money Transfer revenue.
Each location in our agent network is capable of facilitating a consumer’s use of one or more of our services, with the significant majority offering a Western Union branded service. As of December 31, 2024, approximately 380,000 of our agent locations had conducted money transfer activity in the previous 12 months.
As of December 31, 2025, our global network included agent locations in more than 200 countries and territories and many Western Union branded websites. Each location in our agent network is capable of facilitating a consumer’s use of one or more of our services, with the significant majority offering a Western Union branded service.
We provide our agents with access to our multi-currency, real-time money transfer processing systems, which are used to originate and pay money transfers. Our systems and processes enable our agents to pay money transfers in over 130 currencies worldwide. Certain of our agents can pay in multiple currencies at a single location.
No individual agent or partner accounted for greater than 10% of the segment’s revenue during any of the periods presented. We provide our agents with access to our multi-currency, real-time money transfer processing systems, which are used to originate and pay money transfers. Our systems and processes enable our agents to pay money transfers in nearly 130 currencies worldwide.
The SEC maintains a website, www.sec.gov, which contains reports, proxy and information statements, and other information filed electronically with the SEC by the Company. 14 Table of Contents Information About our Executive Officers Our executive officers consist of the individuals listed below: Name Age Position Devin McGranahan 55 President, Chief Executive Officer, and Director Matt Cagwin 50 Executive Vice President, Chief Financial Officer Benjamin Adams 53 Executive Vice President, Chief Legal Officer Giovanni Angelini 55 President, Europe, Africa, and MEPA Cherie Axelrod 59 Executive Vice President, Chief Risk and Compliance Officer Rodrigo Garcia Estebarena 52 President, North America Andrew Walker 58 Executive Vice President, Chief Operations Officer Devin McGranahan is our President and Chief Executive Officer and member of the Company’s Board of Directors (from December 2021).
Information About our Executive Officers Our executive officers consist of the individuals listed below: Name Age Position Devin McGranahan 56 President, Chief Executive Officer, and Director Matt Cagwin 51 Executive Vice President, Chief Financial Officer Benjamin Adams 54 Executive Vice President, Chief Legal Officer Giovanni Angelini 56 President, Europe, Africa, and MEPA Cherie Axelrod 60 Executive Vice President, Chief Risk and Compliance Officer Ben Hawksworth 49 Executive Vice President, Chief Operating Officer Devin McGranahan is our President and Chief Executive Officer and member of the Company’s Board of Directors (from December 2021).
Regulators worldwide are exercising heightened supervision of money transfer providers and banks’ relationships with money transfer providers and requiring increasing efforts to ensure compliance.
The evolving and differing regulatory approaches of multiple regulators in this space could make it more complex and costly to provide our services in these jurisdictions. Regulators worldwide are exercising heightened supervision of money transfer providers and banks’ relationships with money transfer providers and requiring increasing efforts to ensure compliance.
Settlements Lead from 2016 to 2018 and Director of Project Management – Compliance from 2012, when she joined Western Union. Before joining Western Union, Ms.
Settlements Lead from 2016 to 2018 and Director of Project Management – Compliance from 2012, when she joined Western Union. Before joining Western Union, Ms. Axelrod held various roles of increasing responsibility, including divisional Chief Financial Officer for the Consumer and Small Business division of Qwest Communications International, Inc.
Our Segments We manage our business around the consumers and businesses we serve and the types of services we offer. We operate through two segments: Consumer Money Transfer and Consumer Services. Our Consumer Money Transfer service enables people to use our well-recognized brands to send money around the world, usually within minutes.
Our Consumer Money Transfer service enables people to use our well-recognized brands to send money around the world, usually within minutes. We believe that brand strength, reach of our global network, convenience, reliability, and value have been important to our business.
Following the United Kingdom's (“UK”) departure from the EU (“Brexit”), we also have a payment institution to conduct money remittance in the UK, which is authorized by the Financial Conduct Authority (“FCA”) and offers retail money transfer services via UK agents and our UK Branded Digital services.
We also have a payment institution which is authorized by the Financial Conduct Authority (“FCA”) to conduct retail and digital money transfer services in the United Kingdom (“UK”). In addition, we have a subsidiary that operates under a banking license in Brazil, and we offer digital wallet offerings through our own licenses and external partnerships.
As a global company operating in more than 200 countries and territories, we are focused on hiring high-caliber talent that possess a diverse set of skills and experiences and who reflect the diversity of the communities we serve.
As a global company operating in more than 200 countries and territories, we are focused on recruiting high-caliber talent that possess a wide range of skills and experiences. We aim to create a strong culture of engagement to support retention and career growth and recognize the strategic importance of engagement in our workforce and in our talent management practices.
To guide our annual compensation processes, we examine and benchmark market data for countries where we operate, as available data allows. We strive to achieve equal pay for equal work.
Compensation, Benefits, and Wellness Our compensation programs are designed to motivate, retain, and reward our employees and align performance with our business strategy, stockholder interests, and Company values. To guide our annual compensation processes, we examine and benchmark market data for countries where we operate, as available data allows.
Our Consumer Services segment includes our bill payment services, money order services, retail foreign exchange services, prepaid cards, lending partnerships, digital wallets, and media network.
As of December 31, 2025, approximately 360,000 of our locations had conducted money transfer activity in the previous 12 months. Our Consumer Services segment includes our bill payment services, money order services, travel money services, check acceptance services, media network, prepaid cards, lending partnerships, and digital wallets.
We regularly review and update salary ranges and perform internal pay equity reviews, with the goal of developing impartial and competitive pay practices and aligning salaries to local market conditions and cost-of-labor changes. We also offer employees multiple channels to raise pay equity concerns, such as our human resources team, ethics helpline, and legal department.
We strive to achieve equal pay for equal work and we regularly review and update our compensation practices. We also offer employees multiple channels to raise pay concerns, such as our human resources team, ethics helpline, and legal department. Our benefits packages are designed to support the health, well-being, and financial security of our employees and their families.
We also provide various payment and other services under many brands and product names, including Pago Fácil ® , Quick Collect ® , Quick Pay SM , and Quick Cash ® .
We also provide various payment and other services under many brands and product names, including Eurochange ® , Pago Fácil ® , Quick Collect ® , Quick Pay SM , and Quick Cash ® and are planning to launch USDPT TM , a new U.S. dollar-backed stablecoin that we anticipate will be issued on the Solana blockchain by Anchorage Digital Bank, N.A., a national trust bank, during the first half of 2026.
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We believe that brand strength, reach of our global network, convenience, reliability, and value have been important to our business. As of December 31, 2024, our global network included agent locations in more than 200 countries and territories and many Western Union branded websites.
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Our business strategy centers on leveraging our global retail network and growing digital platforms to provide cross‑border money movement and related financial services to customers worldwide, while increasingly operating as a digital‑first company.
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We determine the fee paid by the sender, which generally is based on the principal amount of the transaction, the send and receive country or territory, the send and receive funding method, and channel. In a retail transaction, we generally pay our agents a commission based on a percentage of revenue.
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Building on our traditional strength in consumer remittances, we are focused on expanding higher‑growth digital channels alongside our physical agent locations to create a two‑sided global financial services network. In November 2025, we announced our “Beyond” strategy, in which we intend to serve customers by broadening our consumer services offerings and modernizing our payments infrastructure.
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Compliance with anti-money laundering laws and regulations continues to be a focus of regulatory attention, with recent settlement agreements being reached with several large financial institutions.
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This strategy emphasizes technology‑led innovation, including expansion of digital wallets, consumer financial services, and a digital asset network supported by a U.S. dollar‑denominated stablecoin initiative. On August 10, 2025, we entered into an agreement to purchase the entire share capital of International Money Express, Inc. (NASDAQ: IMXI) (“Intermex”) for approximately $500 million in cash.
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Under our PSD2 license and local EU member states’ implementing legislation and associated regulatory supervisory powers, guidelines, and regulatory technical standards, we are responsible for the regulatory compliance of our agents and their subagents.
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This transaction is expected to close in the second quarter of 2026, subject to the satisfaction of customary closing conditions, including receipt of remaining regulatory approvals.
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As a result, we continue to incur significant compliance costs related to customer, agent, and subagent due diligence, verification, transaction approval, disclosure, and reporting requirements, including requirements to report transaction data to a greater extent or frequency than previously required, along with other requirements that have had and could continue to have a negative impact on our financial condition and results of operations.
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Intermex is a leading omnichannel money transfer provider, focused primarily on the United States (“U.S.”) to Latin America and the Caribbean corridors, through a network of agent retail locations, Intermex-operated stores, its mobile app, and websites. On October 28, 2025, we announced plans to launch the U.S. Dollar Payment Token (“USDPT TM ”).
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Most recently, the CFPB created a non-bank company registry to collect information about certain publicly available agency and court orders and facilitate CFPB supervision. We have registered with the CFPB, as required, uploaded the requested orders, and must additionally comply with annual attestation requirements.
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USDPT will be a U.S. dollar-backed stablecoin that will be issued on the Solana blockchain by Anchorage Digital Bank, N.A., a national trust bank. We anticipate that Anchorage Digital Bank will be issuing USDPT in conformity with the requirements of the Guiding and Establishing National Innovation for U.S. Stablecoins Act (“GENIUS Act”).
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We actively assess our new talent needs, evaluate the extent to which current staff have critical skills, and provide training and development to our global workforce to build these capabilities. Our recruiting team uses multiple channels to find, assess, and hire employees.
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We plan for users to be able to buy and sell USDPT through licensed cryptocurrency exchanges, which is expected to allow broad accessibility and ease of use. We also expect to offer a credit card to consumers that is funded and secured by USDPT, and we plan to utilize USDPT to facilitate high-speed payments between Western Union and its agents.
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We aim to create a culture of belonging to support retention and career growth and recognize the strategic importance of belonging in our workforce and in our talent management practices. Our employee development philosophy centers around learning and empowerment.
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We anticipate that USDPT will be issued and available in licensed cryptocurrency exchanges during the first half of 2026. In October 2025, we also announced an innovative Digital Asset Network, which would permit licensed cryptocurrency exchanges to integrate Western Union money transfer services into their consumer mobile apps.
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To position our people for success, we provide our employees with access to a variety of learning, including self-paced digital and facilitated formats. Employees also gain valuable experiences through on the job learning, special assignments and projects, and coaching and mentoring.
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This would permit customers of the exchanges to receive cash payouts in fiat currency at a Western Union location.
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We provide tools and resources to enable employees and leaders to have quality performance and career conversations to further enable employees to learn and grow. As part of our commitment to a culture of ethics and compliance, we provide new employees with mandatory education related to compliance, ethics, privacy, and information security.
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Both the USDPT and Digital Asset Network initiatives are designed to expand the ways we move money for customers, agents, and partners. 3 Table of Contents Our Segments We manage our business around the consumers and businesses we serve and the types of services we offer. We operate through two segments: Consumer Money Transfer and Consumer Services.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFailure by Western Union, our agents or their subagents (agents and subagents are third parties, over whom Western Union has limited legal and practical control), and certain of our service providers to comply with any of these requirements or their interpretation could result in regulatory action, the suspension or revocation of a license or registration required to provide money transfer or payment services, the limitation, suspension, or termination of services, changes to our business model, loss of consumer confidence, private class action litigation, the seizure of our assets, and/or the imposition of civil and criminal penalties, including fines and restrictions on our ability to offer services We are subject to regulations imposed by the Foreign Corrupt Practices Act (the “FCPA”) in the United States and similar laws in other countries, such as the Bribery Act in the UK, which generally prohibit companies and those acting on their behalf from making improper payments to foreign government officials for the purpose of obtaining or retaining business.
Biggest changeFailure by Western Union, our agents, or their subagents (agents and subagents are third parties, over whom Western Union has limited legal and practical control), and certain of our service providers to comply with any of these requirements or their interpretation could result in regulatory action, the suspension or revocation of a license or registration required to provide money transfer or payment services, the limitation, suspension, or termination of services, changes to our business model, loss of consumer confidence, private class action litigation, the seizure of our assets, and/or the imposition of civil and criminal penalties, including fines and restrictions on our ability to offer services.
With our services being offered in more than 200 countries and territories, these activities are subject to laws and regulations in the United States and many other jurisdictions; see risk factor “Current and proposed regulation addressing consumer privacy and data use and security could increase our costs of operations, which could adversely affect our operations, results of operations, and financial condition” below.
With our services being offered in more than 200 countries and territories, these activities are subject to laws and regulations in the United States and many other jurisdictions; see risk factor “Current and proposed regulation addressing consumer privacy and data use and security could increase our costs of operations, which could adversely affect our results of operations and financial condition” below.
Hackers, employees acting contrary to our policies, or others could circumvent the administrative, technical, and physical safeguards we have designed to comply with applicable legal requirements and may improperly access our systems or documents, or the systems or documents of our business partners, agents, or service providers, as well as to improperly access, obtain, misuse, or disclose sensitive business information or personal information about our consumers, business customer representatives, employees, applicants, agents, or others.
Hackers, employees acting contrary to our policies, or others could circumvent the administrative, technical, and physical safeguards we have designed to comply with applicable legal requirements and may improperly access our systems or documents, or the systems or documents of our business partners, agents, or service providers, as well as improperly access, obtain, misuse, or disclose sensitive business information or personal information about our consumers, business customer representatives, employees, applicants, agents, or others.
Current and proposed regulation addressing consumer privacy and data use and security could increase our costs of operations, which could adversely affect our operations, results of operations, and financial condition. We are subject to extensive requirements relating to data privacy and security under federal, state, and foreign laws.
Current and proposed regulation addressing consumer privacy and data use and security could increase our costs of operations, which could adversely affect our results of operations and financial condition. We are subject to extensive requirements relating to data privacy and security under federal, state, and foreign laws.
These factors include: • changes or proposed changes in laws or regulations or regulator or judicial interpretation thereof that have the effect of making it more difficult or less desirable to transfer money using consumer money transfer and payment service providers, including additional consumer due diligence, identification, proof of legal residence, reporting, and recordkeeping requirements; • the quality of our services and our customer experience, and our ability to meet evolving customer needs and preferences, including consumer preferences related to our Branded Digital services; • failure of our agents, their subagents, our vendors, or other partners to deliver services in accordance with our requirements; • reputational concerns resulting from actual or perceived events, including those related to fraud, consumer protection, data breaches, inappropriate use of personal data, or other matters; 20 Table of Contents • actions by federal, state or foreign regulators that interfere with our ability to transfer consumers’ money reliably, for example, attempts to seize money transfer funds, or limit our ability to or prohibit us from transferring money in certain corridors; • federal, state or foreign legal requirements, including those that require us to provide consumer or transaction data either pursuant to requirements under our consent agreements or other requirements or to a greater extent than is currently required; • any significant interruption in our systems, including by unauthorized entry and computer viruses, ransomware, fire, natural disaster, power loss, telecommunications failure, terrorism, vendor failure, or disruptions in our workforce; and • any breach of our computer systems or other data storage facilities, or of certain of our third-party providers, resulting in a compromise of personal or other data.
These factors include: • changes or proposed changes in laws or regulations, or regulator or judicial interpretation thereof, that have the effect of making it more difficult or less desirable to transfer money using consumer money transfer and payment service providers, including additional consumer due diligence, identification, proof of legal residence, reporting, and recordkeeping requirements; • the quality of our services and our customer experience, and our ability to meet evolving customer needs and preferences; • failure of our agents, their subagents, our vendors, or other partners to deliver services in accordance with our requirements; • reputational concerns resulting from actual or perceived events, including those related to fraud, consumer protection, data breaches, inappropriate use of personal data, or other matters; • actions by federal, state, or foreign regulators that interfere with our ability to transfer consumers’ money reliably, for example, attempts to seize money transfer funds, or limit our ability to or prohibit us from transferring money in certain corridors; • federal, state, or foreign legal requirements, including those that require us to provide consumer or transaction data either pursuant to requirements under our consent agreements or other requirements or to a greater extent than is currently required; 20 Table of Contents • any significant interruption in our systems, including by unauthorized entry and computer viruses, ransomware, fire, natural disaster, power loss, telecommunications failure, terrorism, vendor failure, or disruptions in our workforce; and • any breach of our computer systems or other data storage facilities, or of certain of our third-party providers, resulting in a compromise of personal or other data.
We actively seek to respond in a timely manner to changes in customer (both consumer and business) and agent needs and preferences, technology advances, such as artificial intelligence and machine learning, and new and enhanced products and services such as technology-based money transfer and payment services, including internet, digital wallet, other mobile money transfer services, and digital currencies, including cryptocurrencies.
We actively seek to respond in a timely manner to changes in customer (both consumer and business) and agent needs and preferences, technology advances, such as artificial intelligence (“AI”) and machine learning, and new and enhanced products and services such as technology-based money transfer and payment services, including internet, digital wallet, other mobile money transfer services, and digital currencies, including cryptocurrencies.
It is authorized to collect fines and provide consumer restitution in the event of violations, engage in consumer financial education, track and solicit consumer complaints, request data, and promote the availability of financial services to underserved consumers and communities. In addition, the CFPB may adopt other regulations governing consumer financial services, including regulations defining UDAAP, and new model disclosures.
The CFPB is authorized to collect fines and provide consumer restitution in the event of violations, engage in consumer financial education, track and solicit consumer complaints, request data, and promote the availability of financial services to underserved consumers and communities. In addition, the CFPB may adopt other regulations governing consumer financial services, including regulations defining UDAAP, and new model disclosures.
By encouraging cooperation between agencies, ICPEN aims to enable its members to have a greater impact with their consumer protection laws and regulations. As the scope of consumer protection laws and regulations change, we may experience increased costs to comply and other adverse effects to our business.
By encouraging cooperation between agencies, ICPEN aims to enable its members to have a greater impact with their consumer protection laws and regulations. As the scope of consumer protection laws and regulations change, we may experience increased costs to comply and other adverse effects on our business.
In addition, in 2020 the Court of Justice of the European Union (“CJEU”) invalidated the EU-U.S. Privacy Shield framework, which provided a mechanism for companies transferring personal data from the EU to the U.S., and imposed additional obligations on companies such as Western Union when transferring personal data from the EU to the U.S. and other jurisdictions.
In addition, in 2020 the Court of Justice of the European Union invalidated the EU-U.S. Privacy Shield framework, which provided a mechanism for companies transferring personal data from the EU to the U.S., and imposed additional obligations on companies such as Western Union when transferring personal data from the EU to the U.S. and other jurisdictions.
The significant majority of our Consumer Money Transfer activity and our bill payment and money order activity is conducted through agents that provide our services to consumers at their retail locations. These agents sell our services, collect funds from consumers, and are required to pay the proceeds from these transactions to us.
The majority of our Consumer Money Transfer activity and our bill payment and money order activity is conducted through agents that provide our services to consumers at their retail locations. These agents sell our services, collect funds from consumers, and are required to pay the proceeds from these transactions to us.
Historically, none of these attacks or breaches has individually or in the aggregate resulted in any material liability to us or any material damage to our reputation. Disruptions related to cybersecurity have not caused any material interruption to our business, strategy, results of operations, or financial condition.
Historically, none of these attacks or breaches has individually or in the aggregate resulted in any material liability to us or any material damage to our reputation, and disruptions related to cybersecurity have not caused any material interruption to our business, strategy, results of operations, or financial condition.
In addition, the Dodd-Frank Act and interpretations and actions by the CFPB have had, and could continue to have a significant impact on us by, for example, requiring us to limit or change our business practices, limiting our ability to pursue business 33 Table of Contents opportunities, requiring us to invest valuable management time and resources in compliance efforts, imposing additional costs on us, delaying our ability to respond to marketplace changes, requiring us to alter our products and services in a manner that would make them less attractive to consumers and impair our ability to offer them profitably, or requiring us to make other changes that could adversely affect our business.
In addition, the Dodd-Frank Act and interpretations and actions by the CFPB have had, and could continue to have a significant impact on us by, for example, requiring us to limit or change our business practices, limiting our ability to pursue business opportunities, requiring us to invest valuable management time and resources in compliance efforts, imposing additional costs on us, delaying our ability to respond to marketplace changes, requiring us to alter our products and services in a manner that would make them less attractive to consumers and impair our ability to offer them profitably, or requiring us 34 Table of Contents to make other changes that could adversely affect our business.
Our indebtedness and tax obligations could have adverse consequences, including: • limiting our ability to pay dividends to our stockholders or to repurchase stock consistent with our historical practices; • increasing our vulnerability to changing economic, regulatory, and industry conditions; • limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industry; • limiting our ability to borrow additional funds; and • requiring us to dedicate a substantial portion of our cash flow from operations to payments on our debt or tax obligations, thereby reducing funds available for working capital, capital expenditures, acquisitions, and other purposes.
Our indebtedness could have adverse consequences, including: • limiting our ability to pay dividends to our stockholders or to repurchase stock consistent with our historical practices; • increasing our vulnerability to changing economic, regulatory, and industry conditions; • limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industry; • limiting our ability to borrow additional funds; and • requiring us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for working capital, capital expenditures, acquisitions, and other purposes.
The legal, political, and business environments in these areas are rapidly changing, and subsequent legislation, regulation, litigation, court rulings, or other events could expose us to increased program costs, liability, and reputational damage.
The legal, political, and business environments in these areas are rapidly changing, and legislation, regulation, litigation, court rulings, or other events could expose us to increased program costs, liability, and reputational damage.
Existing, new, and proposed legislation relating to financial services providers and consumer protection in various jurisdictions around the world has affected and may continue to affect the manner in which we provide our services; see risk factor “ The Dodd-Frank Act, the Electronic Funds Transfer Act and Regulation E, as well as the regulations required by these Acts and the actions of the Consumer Financial Protection Bureau and similar legislation and regulations enacted by other government authorities, could adversely affect us and the scope of our activities and could adversely affect our financial condition, results of operations, and cash flows. ” Recently proposed and enacted legislation related to financial services providers and consumer protection in various jurisdictions around the world and at the federal and state level in the United States has subjected and may continue to subject us to additional regulatory oversight, mandate additional consumer disclosures and remedies, including refunds to consumers, or otherwise impact the manner in which we provide our services.
Existing, new, and proposed legislation relating to financial services providers and consumer protection in various jurisdictions around the world has affected and may continue to affect the manner in which we provide our services; see risk factor “ The Dodd-Frank Act, the Electronic Funds Transfer Act and Regulation E, as well as the regulations required by these Acts and the actions of the Consumer Financial Protection Bureau and similar legislation and regulations enacted by other government authorities, could adversely affect us and the scope of our activities and could adversely affect our financial condition, results of operations, and cash flows. ” Recently proposed 32 Table of Contents and enacted legislation related to financial services providers and consumer protection in various jurisdictions around the world and at the federal and state level in the United States has subjected and may continue to subject us to additional regulatory oversight, mandate additional consumer disclosures and remedies, including refunds to consumers, or otherwise impact the manner in which we provide our services.
We cannot assure you that we will be successful in managing these or any other significant risks that we encounter in divesting a business or product line, and any divestiture we undertake could materially and adversely affect our business, financial condition, results of operations and cash flows. 26 Table of Contents We may not realize the anticipated benefits from the introduction of new business services, and we may experience disruptions in our Company and our workforce as a result of attempting these initiatives.
We cannot assure you that we will be successful in managing these or any other significant risks that we encounter in divesting a business or product line, and any divestiture we undertake could materially and adversely affect our business, financial condition, results of operations, and cash flows. 27 Table of Contents We may not realize the anticipated benefits from the introduction of new business services, and we may experience disruptions in our Company and our workforce as a result of attempting these initiatives.
Material changes in the regulatory requirements for offering money transfer services, including with respect to anti-money laundering requirements, sanctions, fraud prevention, licensing requirements, consumer protection, customer due diligence, agent registration, or increased requirements to monitor our agents or their subagents in a jurisdiction important to our business have meant and could continue to mean increased costs and/or 32 Table of Contents operational demands on our agents and their subagents, which have resulted and could continue to result in their attrition, a decrease in the number of locations at which money transfer services are offered, an increase in the commissions paid to agents and their subagents to compensate for their increased costs, and other negative consequences.
Material changes in the regulatory requirements for offering money transfer services, including with respect to anti-money laundering requirements, sanctions, fraud prevention, licensing requirements, consumer protection, customer due diligence, agent registration, or increased requirements to monitor our agents or their subagents in a jurisdiction important to our business have meant and could continue to mean increased costs and/or operational demands on our agents and their subagents, which have resulted and could continue to result in their attrition, a decrease in the number of locations at which money transfer services are offered, an increase in the commissions paid to agents and their subagents to compensate for their increased costs, and other negative consequences.
If any of the banks participating in our credit facility fails to fulfill its lending commitment to us, our short-term liquidity and ability to support borrowings under our commercial paper program could be adversely affected. • Banks upon which we rely to conduct our business could fail or be unable to satisfy their obligations to us.
If any of the banks participating in our credit facility fail to fulfill their lending commitment to us, our short-term liquidity and ability to support borrowings under our commercial paper program could be adversely affected. • Banks upon which we rely to conduct our business could fail or be unable to satisfy their obligations to us.
Our competitors include consumer money transfer companies, banks and credit unions (including interbank partnerships), card associations, web-based services, mobile money transfer services, payment processors, card-based payments providers such as issuers of e-money, travel cards, or stored-value cards, digital 19 Table of Contents wallets, informal remittance systems, automated teller machine providers and operators, phone payment systems (including mobile phone networks), postal organizations, retailers, check cashers, mail and courier services, currency exchanges, and digital currencies, including cryptocurrencies and cryptocurrency exchanges.
Our competitors include consumer money transfer companies, banks and credit unions (including interbank partnerships), card associations, web-based services, mobile money transfer services, payment processors, card-based payments providers such as issuers of e-money, travel cards, or stored-value cards, digital wallets, informal remittance systems, automated teller machine providers and operators, phone payment systems (including mobile phone networks), postal organizations, retailers, check cashers, mail and courier services, currency exchanges, and digital currencies, including cryptocurrencies and cryptocurrency exchanges.
Money transfers and payments to, from, within, or between particular countries may be limited or prohibited by law. At times in the past, we have been required to cease operations in particular countries due to political uncertainties or government restrictions imposed by foreign governments or the United States.
Money transfers and payments to, from, within, or between particular countries may be limited or prohibited by law. At times in the past, we have been required to cease operations in particular countries due to political uncertainties, global conflicts or government restrictions imposed by foreign governments or the United States.
Additionally, economic or political instability or natural disasters may make money transfers to, from, within, or between particular countries difficult or impossible, such as when banks are closed, when currency devaluation makes exchange rates difficult to manage or when natural disasters or civil unrest makes access to agent locations unsafe.
Additionally, economic or political instability, armed conflicts, or natural disasters may make money transfers to, from, within, or between particular countries difficult or impossible, such as when banks are closed, when currency devaluation makes exchange rates difficult to manage, or when natural disasters or civil unrest makes access to agent locations unsafe.
Migration is affected by (among other factors) overall economic conditions, the availability of job opportunities, changes in immigration laws and their enforcement, including the potential for large scale deportations, restrictions on immigration and travel, and political or other events (such as civil unrest, war, terrorism, natural disasters, or public health emergencies or epidemics) that would make it more difficult for workers to migrate or work abroad.
Migration is affected by (among other factors) overall economic conditions, the availability of job opportunities, changes in immigration laws and their enforcement, including deportations, restrictions on immigration and travel, and political or other events (such as civil unrest, war, terrorism, natural disasters, or public health emergencies or epidemics) that would make it more difficult for workers to migrate or work abroad.
For more information on this risk, see risk factor “We face credit, liquidity, and fraud risks from our agents, consumers, businesses, and third-party processors that could adversely affect our business, financial condition, results of operations, and cash flows.” • The market value of the securities in our investment portfolio may substantially decline.
For more information on this risk, see risk factor “We face credit, liquidity, and fraud risks from our agents, consumers, businesses, 18 Table of Contents and third-party processors that could adversely affect our business, financial condition, results of operations, and cash flows.” • The market value of the securities in our investment portfolio may substantially decline.
Acquisitions often involve additional or increased risks including, for example: • realizing the anticipated financial benefits from these acquisitions and where necessary, improving internal controls of these acquired businesses; • complying with regulatory requirements, including those particular to the industry and jurisdiction of the acquired business; • managing multi-jurisdictional operating and financing structures, including complexities associated with the investment and return of capital and the understanding and calculation of tax obligations; • managing geographically separated organizations, systems, and facilities and integrating personnel with diverse business backgrounds and organizational cultures; • integrating the acquired technologies into our Company; • obtaining and enforcing intellectual property rights in some foreign countries; • entering new markets with the services of the acquired businesses; and • general economic and political conditions, including legal and other barriers to cross-border investment in general, or by United States companies in particular.
Acquisitions often involve additional or increased risks including, for example: • realizing the anticipated financial benefits from these acquisitions and where necessary, improving internal controls of these acquired businesses; • complying with regulatory requirements, including those particular to the industry and jurisdiction of the acquired business; • managing multi-jurisdictional operating and financing structures, including complexities associated with the investment and return of capital and the understanding and calculation of tax obligations; • managing geographically separated organizations, systems, and facilities and integrating personnel with diverse business backgrounds and organizational cultures; • integrating the acquired technologies; • obtaining and enforcing intellectual property rights in some foreign countries; • entering new markets with the services of the acquired businesses; and 26 Table of Contents • general economic and political conditions, including legal and other barriers to cross-border investment in general, or by United States companies in particular.
Despite those measures, it is possible that the value of our portfolio may decline in the future due to any number of factors, including general market conditions, credit issues, the viability of the issuer of the security, failure by one of our investment managers to effectively manage our investment portfolio consistently with investment mandates, or increases in interest rates.
Despite those measures, it is possible that the value of our portfolio may decline in the future due to any number of factors, including general market 29 Table of Contents conditions, credit issues, the viability of the issuer of the security, failure by one of our investment managers to effectively manage our investment portfolio consistently with investment mandates, or increases in interest rates.
The failure by us, our agents, their subagents, or our partners to comply with any such laws or regulations could have an adverse effect on our business, financial condition, results of operations, and cash flows and could seriously damage our reputation and brands, and result in diminished revenue and profit and increased operating costs.
The failure by us, our agents, their subagents, or our partners to comply with any such laws or regulations could have an adverse effect on our business, financial 30 Table of Contents condition, results of operations, and cash flows and could seriously damage our reputation and brands, and result in diminished revenue and profit and increased operating costs.
Risks Relating to Cybersecurity and Third-Party Vendors Breaches of our information security safeguards could adversely affect our ability to operate and could damage our reputation and adversely affect our business, financial condition, results of operations, and cash flows.
Risks Relating to Cybersecurity, Third-Party Vendors, and Artificial Intelligence Breaches of our information security safeguards could adversely affect our ability to operate and could damage our reputation and adversely affect our business, financial condition, results of operations, and cash flows.
The core risks involve valuation (negotiating a fair price for the business based on inherently limited due diligence) and integration (managing the complex process of integrating the acquired company’s people, products and services, 25 Table of Contents technology and other assets in an effort to realize the projected value of the acquired company and the projected synergies of the acquisition).
The core risks involve valuation (negotiating a fair price for the business based on inherently limited due diligence) and integration (managing the complex process of integrating the acquired company’s people, products and services, technology and other assets in an effort to realize the projected value of the acquired company and the projected synergies of the acquisition).
Similar to the Western Union ® trademarks, the Vigo ® , Orlandi Valuta ® , Pago Fácil ® , Quick Collect ® , Quick Pay SM , Quick Cash ® , and other trademarks and service marks are also important to our Company, and a loss of the service mark or trademarks or a diminution in the perceived quality associated with these names could harm our business.
Similar to the Western Union ® trademarks, the Vigo ® , Orlandi Valuta ® , Eurochange ® , Pago Fácil ® , Quick Collect ® , Quick Pay SM , Quick Cash ® , USDPT TM , and other trademarks and service marks are also important to our Company, and a loss of the service mark or trademarks or a diminution in the perceived quality associated with these names could harm our business.
Our business, distribution network and channel options, such as our digital channels, have been and may continue to be impacted by increased competition, including from new competitors and the consolidation of competitors and the expansion of their services, which could adversely affect our financial condition, results of operations, and cash flows.
Our business, distribution network and channel options, such as our digital channels, have been and may continue to be impacted by increased competition, including from new competitors and the consolidation of competitors and the 19 Table of Contents expansion of their services, which could adversely affect our financial condition, results of operations, and cash flows.
Some of these laws, such as the Bribery Act, also prohibit improper payments between commercial enterprises. Because our services are offered in virtually every country of the world, we face significant risks associated with our 30 Table of Contents obligations under the FCPA, the Bribery Act, and other national anti-corruption laws.
Some of these laws, such as the Bribery Act, also prohibit improper payments between commercial enterprises. Because our services are offered in virtually every country of the world, we face significant risks associated with our obligations under the FCPA, the Bribery Act, and other national anti-corruption laws.
The evolving regulatory environment, including increased fees or taxes, regulatory initiatives (and increases in regulatory authority, oversight, and enforcement), changes in laws and regulations or their interpretation, industry practices 31 Table of Contents and standards imposed by state, federal, or foreign governments, and expectations regarding our compliance efforts, is impacting the manner in which we operate our business, may change the competitive landscape, and is expected to continue to adversely affect our financial results.
The evolving regulatory environment, including increased fees or taxes, regulatory initiatives (and increases in regulatory authority, oversight, and enforcement), changes in laws and regulations or their interpretation, industry practices and standards imposed by state, federal, or foreign governments, and expectations regarding our compliance efforts, is impacting the manner in which we operate our business, may change the competitive landscape, and is expected to continue to adversely affect our financial results.
Risks Relating to Our Business and Industry • Demand for our services is dependent on a number of factors that could be materially impacted by adverse changes in the global economy. • We operate in highly competitive and rapidly evolving industries and face competition from a wide variety of service providers. • Our business depends on consumer confidence and migration patterns, which could be adversely affected by a number of factors, many of which are outside of our control. • Our Consumer Money Transfer business is highly dependent on our ability to maintain our agent network under terms consistent with or more advantageous than those currently in place. • Our industry is subject to rapid and significant technological changes. • We are a global company and accordingly are subject to a number of risks related to our international operations. • As a company that transfers and retains large amounts of confidential and personal information, we are exposed to risks relating to ensuring such information is not improperly used or disclosed. • Our ability to provide reliable service largely depends on the efficient and uninterrupted operation of our computer information systems and those of our service providers. • We may not realize all of the anticipated benefits from restructuring and related initiatives. • We face credit, liquidity, and fraud risks from our agents, consumers, businesses, and third-party processors. • Changes in tax laws, including as a result of the Pillar 2 Directive defined and discussed below, or their interpretation, and unfavorable resolution of tax contingencies could adversely affect our tax expense. • Our ability to remain competitive depends in part on our ability to protect our trademarks, patents, and other intellectual property rights and to defend ourselves against potential intellectual property infringement claims.
Risks Relating to Our Business and Industry • Demand for our services is dependent on a number of factors that could be materially impacted by adverse changes in the global economy. • We operate in highly competitive and rapidly evolving industries and face competition from a wide variety of service providers. • Our business depends on consumer confidence and migration patterns, which could be adversely affected by a number of factors, many of which are outside of our control. • Our Consumer Money Transfer business is highly dependent on our ability to maintain our agent network under terms consistent with or more advantageous than those currently in place. • Our industry is subject to rapid and significant technological changes. • We are a global company and accordingly are subject to a number of risks related to our international operations. • As a company that transfers and retains large amounts of confidential and personal information, we are exposed to risks relating to ensuring such information is not improperly used or disclosed. • Our ability to provide reliable service largely depends on the efficient and uninterrupted operation of our computer information systems and those of our service providers. • We may not realize all of the anticipated benefits from restructuring and related initiatives. • We face credit, liquidity, and fraud risks from our agents, consumers, businesses, and third-party processors, including in connection with check acceptance and processing services. • Changes in tax laws, or their interpretation, and unfavorable resolution of tax contingencies could adversely affect our tax expense. • Our ability to remain competitive depends in part on our ability to protect our trademarks, patents, and other intellectual property rights and to defend ourselves against potential intellectual property infringement claims.
These systems and operations could be exposed to damage or interruption from unauthorized entry and computer viruses, ransomware, fire, natural disaster, power loss, telecommunications failure, war, 24 Table of Contents terrorism, vendor failure, or other causes, many of which may be beyond our control or that of our service providers.
These systems and operations could be exposed to damage or interruption from unauthorized entry and computer viruses, ransomware, fire, natural disaster, power loss, telecommunications failure, war, terrorism, vendor failure, or other causes, many of which may be beyond our control or that of our service providers.
These laws and requirements continue to evolve and may become increasingly difficult to comply with. For example, the 34 Table of Contents FTC continues to investigate the privacy practices of many companies and has brought numerous enforcement actions, resulting in significant fines and multi-year agreements governing the settling companies’ privacy practices.
These laws and requirements continue to evolve and may become increasingly difficult to comply with. For example, the FTC continues to investigate the privacy practices of many companies and has brought numerous enforcement actions, resulting in significant fines and multi-year agreements governing the settling companies’ privacy practices.
As a company that provides global financial services primarily to consumers, we are, and may in the future be, subject to litigation, including purported class action litigation, and governmental investigations and enforcement actions alleging violations of consumer protection, anti-money laundering, sanctions, drug trafficking, human trafficking, securities laws, and other laws, both foreign and domestic, including those related to the facilitation of illegal, improper, or fraudulent activity.
As a company that provides global financial services primarily to consumers, we are, and may in the future be, subject to litigation, including purported class action litigation, and governmental investigations and enforcement actions alleging violations of consumer protection, anti-money laundering, sanctions, drug trafficking, terrorist financing, human 37 Table of Contents trafficking, securities laws, and other laws, both foreign and domestic, including those related to the facilitation of illegal, improper, or fraudulent activity.
In early 2017, the Company entered into a Deferred Prosecution Agreement with the United States Department of Justice and certain United States Attorney’s Offices (the “DPA”), a Stipulated Order for Permanent Injunction and Final Judgment (the “FTC Consent Order”) with the United States Federal Trade Commission (“FTC”), a Consent to the Assessment of Civil Money Penalty with FinCEN, and settlement agreements with various state attorneys general (collectively, the “Joint Settlement Agreements”) to resolve the respective investigations of those agencies.
In early 2017, the Company entered into a Deferred Prosecution Agreement with the United States Department of Justice and certain United States Attorney’s Offices (the “DPA”), a Stipulated Order for Permanent Injunction and Final Judgment (the “FTC Consent Order”) with the FTC, a Consent to the Assessment of Civil Money Penalty with FinCEN, and settlement agreements with various state attorneys general (collectively, the “Joint Settlement Agreements”) to resolve the respective investigations of those agencies.
For instance, the International Consumer Protection and Enforcement Network (“ICPEN”) is an organization composed of consumer protection authorities from over 70 countries that provides a forum for developing and maintaining regular contact between consumer protection agencies and focusing on consumer protection concerns.
For instance, the International Consumer Protection and Enforcement Network (“ICPEN”) is an organization composed of consumer protection authorities from many countries that provides a forum for developing and maintaining regular contact between consumer protection agencies and focusing on consumer protection concerns.
In addition, the SEC and the New York State Department of Financial Services (“NYDFS”) have enacted new rules or amendments to existing rules that have modified reporting requirements and added new prescriptive requirements relating to cybersecurity programs or expanded existing requirements.
In addition, 35 Table of Contents the SEC and the New York State Department of Financial Services (“NYDFS”) have enacted new rules or amendments to existing rules that have modified reporting requirements and added new prescriptive requirements relating to cybersecurity programs or expanded existing requirements.
In addition, legal or enforcement actions against 29 Table of Contents compliance and other personnel in the money transfer industry may affect our ability to attract and retain key employees. Further, any failure to have in place and execute an effective succession plan for key employees could harm our business.
In addition, legal or enforcement actions against compliance and other personnel in the money transfer industry may affect our ability to attract and retain key employees. Further, any failure to have in place and execute an effective succession plan for key employees could harm our business.
Following Brexit, EMIR and the MiFID II have been retained as UK law pursuant to the European Union (Withdrawal) Act 2018 UK.
EMIR and the MiFID II have been retained as UK law pursuant to the European Union (Withdrawal) Act 2018 UK.
While we believe that our reserves are adequate to cover reasonably expected tax risks, there can be no assurance that, in all instances, an issue raised by a tax authority will be resolved at a financial cost that does not exceed our related reserve, and such resolution could have a material effect on our effective tax rate, financial condition, results of operations, and cash flows in the current period and/or future periods.
While we believe that our reserves are adequate to cover reasonably expected tax risks, there can be no assurance that, in all instances, an issue raised by a tax authority will be resolved at a financial cost 28 Table of Contents that does not exceed our related reserve, and such resolution could increase or decrease income tax expense and have a material effect on our effective tax rate, financial condition, results of operations, and cash flows in the current period and/or future periods.
Material changes in the market value or liquidity of the securities we hold may adversely affect our results of operations and financial condition. As of December 31, 2024, we held $1.3 billion in investment securities, the majority of which are state and municipal debt securities.
Material changes in the market value or liquidity of the securities we hold may adversely affect our results of operations and financial condition. As of December 31, 2025, we held $1.4 billion in investment securities, the majority of which are state and municipal debt securities.
The requirements under PSD2, the Dodd-Frank Act, and similar legislation enacted or proposed in other countries have resulted and will likely continue to result in increased compliance costs, and in the event we or our agents or their subagents are unable to comply, could have an adverse impact on our business, financial condition, results of operations, and cash flows.
The requirements under PSD2, PSD3 (once enacted), international consumer protection legislation including the Dodd-Frank Act, and similar legislation enacted or proposed in other countries have resulted and will likely continue to result in increased compliance costs, and in the event we or our agents or their subagents are unable to comply, could have an adverse impact on our business, financial condition, results of operations, and cash flows.
Additionally, if our consumer transactions decline, if the amount of money that consumers send per transaction declines, or if migration patterns shift due to weak or deteriorating economic conditions or immigration laws and their enforcement, including the potential for large scale deportations, our financial condition, results of operations, and cash flows may be adversely affected. 18 Table of Contents • Our agents or clients could experience reduced sales or business as a result of a deterioration in economic conditions.
Additionally, if our consumer transactions decline, if the amount of money that consumers send per transaction declines, or if migration patterns shift due to weak or deteriorating economic conditions or immigration laws and their enforcement, including deportations, our financial condition, results of operations, and cash flows may be adversely affected. • Our agents or clients could experience reduced sales or business as a result of a deterioration in economic conditions.
These developments have had, and we believe will continue to have, an adverse effect on our business, financial condition, and results of operations, and in turn may result in additional litigation or other actions. For more information, please see Part II, Item 8, Financial Statements and Supplementary Data , Note 5, Commitments and Contingencies. 37 Table of Contents Item 1B.
These developments have had, and could continue to have, an adverse effect on our business, financial condition, and results of operations, and in turn may result in additional litigation or other actions. For more information, please see Part II, Item 8, Financial Statements and Supplementary Data , Note 5, Commitments and Contingencies. 38 Table of Contents Item 1B.
Our Canadian business is subject to the Retail Payment Activities Act, which will require registration of our operations and our ongoing compliance with risk management, funds safeguarding, recordkeeping, and reporting regulations. Additionally, the financial penalties associated with the failure to comply with anti-money laundering laws have increased, including in the EU Anti-Money Laundering Directives as amended.
Our Canadian business is subject to the Retail Payment Activities Act, including the registration of our operations and our ongoing compliance with risk management, funds safeguarding, recordkeeping, and reporting regulations. Additionally, the financial penalties associated with the failure to comply with anti-money laundering laws 31 Table of Contents have increased, including in the EU Anti-Money Laundering Directives as amended.
Consumer protection principles continue to evolve globally, and new or enhanced consumer protection laws and regulations may be adopted that impact our business, such as the FCA’s 2023 principles-based Consumer Duty in the UK that sets higher and clearer standards of consumer protection across financial services and requires firms to put their customers’ needs first.
Consumer protection principles continue to evolve globally, and new or enhanced consumer protection laws and regulations may be adopted that impact our business, such as the FCA’s 2023 principles-based Consumer Duty in the UK and the revised Irish Consumer Protection Code 2025, that set higher and clearer standards of consumer protection across financial services and require firms to put their customers’ needs first.
We have acquired and may acquire businesses both inside and outside the United States. If we or our reporting units do not generate operating cash flows at levels consistent with our expectations, we may be required to write down the goodwill on our balance sheet, which could have a significant adverse impact on our financial condition and results of operations.
If we or our reporting units do not generate operating cash flows at levels consistent with our expectations, we may be required to write down the goodwill on our balance sheet, which could have a significant adverse impact on our financial condition and results of operations.
Additional countries may adopt similar legislation. As a result of Brexit, we also have a payment institution to conduct money remittance in the United Kingdom (“UK”), which is authorized by the FCA and offers retail money transfer services via UK agents and our UK Branded Digital services.
Additional countries may adopt similar legislation. We also have a payment institution to conduct money remittance in the UK, which is authorized by the FCA and offers retail money transfer services via UK agents and our UK Branded Digital services.
That failure could have an adverse effect on our financial condition, results of operations, and cash flows. • We may be unable to refinance our existing indebtedness or finance our obligations to pay tax on certain of our previously undistributed earnings pursuant to United States tax reform legislation enacted in December 2017 (the “Tax Act”) on favorable terms, as such amounts become due, or we may have to refinance or obtain new financing on unfavorable terms, which could require us to dedicate a substantial portion of our cash flow from operations to payments on our debt or tax obligations, thereby reducing funds available for working capital, capital expenditures, acquisitions, share repurchases, dividends, and other purposes. • Our revolving credit facility with a consortium of banks is one source for funding liquidity needs and also backs our commercial paper program.
That failure could have an adverse effect on our financial condition, results of operations, and cash flows. • We may be unable to refinance our existing indebtedness on favorable terms, as such amounts become due, or we may have to refinance or obtain new financing on unfavorable terms, which could require us to dedicate a substantial portion of our cash flow from operations to payments on our debt or tax obligations, thereby reducing funds available for working capital, capital expenditures, acquisitions, share repurchases, dividends, and other purposes. • Our revolving credit facility with a consortium of banks is one source for funding liquidity needs and also backs our commercial paper program.
Rules implemented 22 Table of Contents by regulators may also restrict our ability to distribute excess cash balances from our subsidiaries.
Rules implemented by regulators may also restrict our ability to distribute excess cash balances from our subsidiaries.
Any security incident resulting in a compromise of sensitive business information or the personal information of consumers, business customer representatives, employees, applicants, agents, or other individuals, could result in material costs to us and require us to notify impacted individuals, and in some cases regulators, of a possible or actual incident, expose us to regulatory enforcement actions, including substantial fines, limit our ability to provide services, subject us to litigation, damage our reputation, and adversely affect our business, financial condition, results of operations, and cash flows.
Any security incident resulting in a compromise of sensitive business information or the personal information of consumers, business customer representatives, employees, applicants, agents, or other individuals, could result in material costs to us and require us to notify impacted individuals, and in some cases regulators, of a possible or actual incident, expose us to regulatory enforcement actions, including substantial fines, limit our ability to provide services, subject us to litigation, damage our reputation, and adversely affect our business, financial condition, results of operations, and cash flows. 24 Table of Contents Interruptions in our systems, including as a result of cyber attacks, or disruptions in our workforce may have a significant adverse effect on our business.
Responding to litigation, investigations, or enforcement actions also diverts considerable time and resources from management and, regardless of the outcome, can result in significant legal expense.
Responding to litigation, investigations, or enforcement actions also diverts considerable time and resources from management and, regardless of the outcome, is associated with significant legal expense.
Several foreign countries have enacted or proposed rules imposing taxes or fees on certain money transfer transactions, as well. The approach of policy makers and the ongoing budget shortfalls in many jurisdictions, combined with future federal action or inaction on immigration reform, may lead other states or localities to impose similar taxes or fees or other requirements or restrictions.
Several foreign countries have enacted or proposed rules imposing taxes or fees on certain money transfer transactions, as well. The approach of policy makers and the ongoing budget shortfalls in many jurisdictions may lead governments to increase these taxes or fees, and other states or localities may impose similar taxes or fees or other requirements or restrictions.
As a result, we are required to comply with differing regulatory requirements in the UK as a result of divergence from established EU regulation, making it more costly for us to provide our services.
As a result, we are required to comply with unique regulatory requirements in the UK, making it more costly for us to provide our services.
In addition, these regulations impose responsibility on us for any related compliance failures of our agents. The CFPB has broad authority to enforce consumer protection laws. The CFPB has a large staff and budget, which is not subject to Congressional appropriation, and has broad authority with respect to our money transfer service and related business.
In addition, these regulations impose responsibility on us for any related compliance failures of our agents. The CFPB has broad authority to enforce consumer protection laws, including with respect to money transfer and related business.
In many jurisdictions where Western Union is licensed to offer money transfer services, the license holder is responsible for ensuring the agent’s or their subagent’s compliance with the rules that govern the money transfer service.
In many jurisdictions where Western Union is licensed to offer money transfer services, the license holder is responsible for ensuring the agent’s or their subagent’s compliance with the rules that govern the money transfer service across AML, consumer protection, funds safeguarding, and other requirements applicable to the relevant license.
In addition, certain of our agents and subagents have refused to enter into exclusive arrangements in recent years, including a significant agent in the United States.
In addition, certain of our agents and subagents have refused to enter into exclusive arrangements in recent years.
As a result, the risks created by any one new law or regulation are magnified by the potential they may be replicated, affecting our business in another place or involving another service.
Similarly, new laws and regulations in a country, state, or region involving one service may cause lawmakers there to extend the regulations to another service. As a result, the risks created by any one new law or regulation are magnified by the potential they may be replicated, affecting our business in another place or involving another service.
The global economy has experienced in recent years, and may experience, downturns, volatility, and disruption, and we face certain risks relating to such events, including: • Demand for our services could soften, including due to low consumer confidence, high unemployment, high inflation, changes in foreign exchange rates, changes in monetary policy, reduced global trade, including from trade disruptions, trade restrictions, or tariffs, or other events, such as civil unrest, war, terrorism, natural disasters, including those related to climate change, public health emergencies or epidemics, and any changes arising as a result of the recent United States elections.
The global economy has experienced in recent years, and may experience, downturns, volatility, and disruption, and we face certain risks relating to such events, including: • Demand for our services could soften, including due to low consumer confidence, high unemployment, high inflation, changes in foreign exchange rates, remittance taxes, changes in monetary policy, reduced global trade, including from trade disruptions, trade restrictions, or tariffs, or other events, such as civil unrest, war, terrorism, and natural disasters, including those related to climate change, public health emergencies or epidemics. • Our Consumer Money Transfer business relies in large part on migration, which often brings workers to countries with greater economic opportunities than those available in their native countries.
In an environment of a rising United States dollar relative to the euro, the value of our euro-denominated revenue, operating income and net monetary assets would be reduced when translated into United States dollars for inclusion in our financial statements. Some of these adverse financial effects may be partially mitigated by foreign currency hedging activities.
For example, a considerable portion of our revenue is generated in the euro. In an environment of a rising United States dollar relative to the euro, the value of our euro-denominated revenue, operating income, and net monetary assets would be reduced when translated into United States dollars for inclusion in our financial statements.
Our regulators expect us to possess sufficient financial soundness and strength to adequately support our regulated subsidiaries. We have substantial indebtedness and other obligations, including those related to the tax imposed on certain of our previously undistributed foreign earnings pursuant to the Tax Act, which could make it more difficult to meet these requirements or any additional requirements.
Our regulators expect us to possess sufficient financial soundness and strength to adequately support our regulated subsidiaries. We have substantial indebtedness and other obligations which could make it more difficult to meet these 36 Table of Contents requirements or any additional requirements.
For further discussion regarding the risk that our future effective tax rates could be adversely impacted by changes in tax laws, both domestically and internationally, see risk factor “ Changes in tax laws, or their interpretation, and unfavorable resolution of tax contingencies could adversely affect our tax expense ” below.
For further discussion regarding the risk that our future effective tax rates could be adversely impacted by changes in tax laws, both domestically and internationally, see risk factor “ Changes in tax laws, or their interpretation, and unfavorable resolution of tax contingencies could adversely affect our tax expense ” below. 22 Table of Contents Legal restrictions, political and economic instability, and infrastructure limitations in certain countries could limit or disrupt our money transfer and payment services and adversely affect our business.
These entities are often governmental organizations that may enjoy special privileges or protections that could allow them to simultaneously develop their own money transfer businesses. International postal organizations could agree to establish a money transfer network among themselves.
These entities are often governmental organizations that may enjoy special privileges or protections that could allow them to develop their own money transfer businesses. International postal organizations could agree to establish a money transfer network among themselves. Due to the size of these organizations and the number of locations they have, any such network could represent significant competition to us.
Risks associated with operations outside the United States and foreign currencies could adversely affect our business, financial condition, results of operations, and cash flows. A substantial portion of our revenue is generated in currencies other than the United States dollar.
Risks related to foreign currency exposure could adversely affect our business, financial condition, results of operations, and cash flows. A substantial portion of our revenue is generated in currencies other than the United States dollar. As a result, we are subject to risks associated with changes in the value of our revenues and net monetary assets denominated in foreign currencies.
From time to time, we have made, and may in the future make, advances to our agents and disbursement partners. We often owe settlement funds payable to these agents that offset these advances.
If our agents or other partners fail to settle with us in a timely manner, our liquidity could be affected. From time to time, we have made, and may in the future make, advances to our agents and disbursement partners. We often owe settlement funds payable to these agents that offset these advances.
As noted below under risk factor “Risks associated with operations outside the United States and foreign currencies could adversely affect our business, financial condition, results of operations, and cash flows,” many of our agents outside the United States are national post offices.
Further, failure to compete on service differentiation and service quality could significantly affect our future growth potential and results of operations. As noted below under risk factor “Risks related to foreign currency exposure could adversely affect our business, financial condition, results of operations, and cash flows,” many of our agents outside the United States are national post offices.
Any difference between the amounts we have accrued for unclaimed property and amounts that are claimed by a state, foreign jurisdiction, or representative thereof could have a significant impact on our results of operations and cash flows. 35 Table of Contents We are subject to requirements and guidelines related to financial soundness and strength, and if we fail to meet current or changing requirements or guidelines, including maintaining sufficient amounts or types of regulatory capital to meet the changing requirements of our various regulators worldwide, our business, financial condition, results of operations, and cash flows could be adversely affected.
We are subject to requirements and guidelines related to financial soundness and strength, and if we fail to meet current or changing requirements or guidelines, including maintaining sufficient amounts or types of regulatory capital to meet the changing requirements of our various regulators worldwide, our business, financial condition, results of operations, and cash flows could be adversely affected.
We have been and continue to be subject to examination by the CFPB, which defines “larger participants of a market for other consumer financial products or services” as including companies, such as Western Union, that make at least one million aggregate annual international money transfers.
The CFPB currently defines “larger participants of a market for other consumer financial products or services” as including companies, such as Western Union, that make at least one million aggregate annual international money transfers. The CFPB has invited comment on amending larger participant thresholds, but at present, Western Union and our larger competitors remain subject to examination.
The CFPB has the authority to examine and supervise us and our larger competitors, which will involve providing reports to the CFPB. The CFPB has used information gained in examinations as the basis for enforcement actions resulting in settlements involving monetary penalties and other remedies.
The CFPB has used information gained in examinations as the basis for enforcement actions resulting in settlements involving monetary penalties and other remedies.
Interruptions in our systems, including as a result of cyber attacks, or disruptions in our workforce may have a significant adverse effect on our business. Our ability to provide reliable service depends on the efficient and uninterrupted operation of our computer information systems and those of our service providers.
Our ability to provide reliable service depends on the efficient and uninterrupted operation of our computer information systems and those of our service providers. Any significant interruptions could harm our business and reputation and result in a loss of business.
Any such decline in value may adversely affect our results of operations and financial condition. We have substantial debt and other obligations that could restrict our operations. As of December 31, 2024, we had approximately $2.9 billion in consolidated indebtedness, and we may also incur additional indebtedness in the future.
Any such decline in value may adversely affect our results of operations and financial condition. We have substantial debt and other obligations that could restrict our operations.
Notwithstanding, if the Company fails to comply with its continuing obligations under the Joint Settlement Agreements, it could face criminal prosecution, civil litigation, significant fines, damage awards, or other regulatory consequences.
Notwithstanding, if the Company fails to comply with its continuing obligations under the Joint Settlement Agreements, it could face criminal prosecution, civil litigation, significant fines, damage awards, or other regulatory consequences. Any or all of these outcomes could have a material adverse effect on the Company’s business, financial condition, results of operations, and cash flows.
The inability to enter into exclusive arrangements or to maintain our exclusive rights in agent contracts in certain situations could adversely affect our business, financial condition, results of operations, and cash flows by, for example, allowing competitors to benefit from the goodwill associated with the Western Union brand at our agent locations. 21 Table of Contents In our various bill payment services, we provide services for consumers, businesses, and other organizations to make one-time or recurring payments, including to utilities, auto finance companies, mortgage servicers, financial service providers, and government agencies.
The inability to enter into exclusive arrangements or to maintain our exclusive rights in agent contracts in certain situations could adversely affect our business, financial condition, results of operations, and cash flows by, for example, allowing competitors to benefit from the goodwill associated with the Western Union brand at our agent locations.
In an environment of a declining United States dollar relative to the euro, some of the translation benefits on our reported financial results could be limited by the impact of foreign currency hedging activities. We are also subject to changes in the value of other foreign currencies. We operate in almost all developing markets throughout the world.
Some of these adverse financial effects may be partially mitigated by foreign currency hedging activities. In an environment of a declining United States dollar relative to the euro, some of the translation benefits on our reported financial results could be limited by the impact of foreign currency hedging activities.
Other examples of changes to our financial environment include the possibility of regulatory initiatives that focus on lowering international remittance costs. Such initiatives may have a material adverse impact on our business, financial condition, results of operations, and cash flows. Regulators around the world look at each other’s approaches to the regulation of the payments and other industries.
Such initiatives may have a material adverse impact on our business, financial condition, results of operations, and cash flows. Regulators around the world look at each other’s approaches to the regulation of the payments and other industries. Consequently, a development in any one country, state, or region may influence regulatory approaches in other countries, states, or regions.
Our industry is under continuing scrutiny from federal, state, and international regulators in connection with the potential for such illegal, improper, or fraudulent activities. Any such regulatory enforcement may be applied inconsistently across the industry, resulting in increased costs for the Company that may not be incurred by competitors.
Our industry is under continuing scrutiny from federal, state, and international regulators in connection with the potential for such illegal, improper, or fraudulent activities.
Any determination that we have violated these laws could have an adverse effect on our business, financial condition, results of operations, and cash flows. Our United States business is subject to reporting, recordkeeping, and anti-money laundering provisions of the BSA and to regulatory oversight and enforcement by the Financial Crimes Enforcement Network (“FinCEN”) of the United States Department of Treasury.
Our United States business is subject to the reporting, recordkeeping, and anti-money laundering provisions of the BSA and to regulatory oversight and enforcement by the Financial Crimes Enforcement Network (“FinCEN”) of the United States Department of Treasury. We have subsidiaries in Brazil and Austria that are subject to banking regulations.
We have established contingency reserves for a variety of tax exposures. As of December 31, 2024, the total amount of tax contingency reserves was a liability of $17.9 million, including accrued interest and penalties, net of related items. Our reserves reflect our judgment as to the resolution of the issues involved if subject to judicial review.
We have established contingency reserves for a variety of tax exposures. Our reserves reflect our judgment as to the resolution of the issues involved if subject to judicial review.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWithin our cybersecurity program, we have identified and implemented a variety of processes for cybersecurity risk management: • We conduct regular risk assessments to identify and evaluate potential cybersecurity threats, including threats to our business operations, technology infrastructure, and data. • We monitor threat intelligence feeds to stay updated on the latest cybersecurity threats and vulnerabilities. • We scan our systems for vulnerabilities on an ongoing basis, with vulnerabilities prioritized and remediated based on their potential impact. • We have implemented a variety of access controls to restrict access to our systems and data, including user authentication, authorization, and encryption. • We conduct regular security awareness training for our employees to help them identify and avoid cybersecurity threats. • We periodically conduct test exercises to review our cybersecurity controls and resilience and to identify improvements. • Our third-party risk assessment program identifies, assesses, and monitors vendors for risk.
Biggest changeThese processes are designed to enable timely identification, prioritization, and response to cybersecurity risks and to support informed decision-making regarding risk mitigation and acceptance. • We conduct regular risk assessments to identify and evaluate potential cybersecurity threats, including threats to our business operations, technology infrastructure, and data. • We monitor threat intelligence feeds to stay updated on the latest cybersecurity threats and vulnerabilities. • We scan our systems for vulnerabilities on an ongoing basis, with vulnerabilities prioritized and remediated based on their potential impact to business operations and data protection. • We have implemented a variety of access controls to restrict access to our systems and data, including user authentication, authorization, and encryption. • We conduct regular security awareness training for our employees to help them identify and avoid cybersecurity threats. • We periodically conduct test exercises, including tabletop exercises, across various levels of the Company each year to review our cybersecurity controls and incident response procedures and capabilities, to enhance our operational resilience by seeking to ensure business continuity during potential extended digital outages, and to identify improvement opportunities and increase employee awareness and preparedness. • Our third-party risk assessment program identifies, assesses, and monitors vendors for cybersecurity risk.
As part of this governance framework, our Board of Directors regularly devotes time during its meetings to review and discuss the most significant risks facing the Company, including cybersecurity threats, and management’s process for identifying, prioritizing, and responding to them.
As part of this governance framework, our Board of Directors regularly devotes time during its meetings, including at least annually, to review and discuss the most significant risks facing the Company, including cybersecurity threats, and management’s approach for identifying, prioritizing, and responding to those risks.
Historically, none of these attacks or breaches has individually or in the aggregate resulted 38 Table of Contents in any material liability to us or any material damage to our reputation. Disruptions related to cybersecurity have not caused any material interruption to our business, strategy, results of operations, or financial condition.
As of December 31, 2025 , none of these attacks or breaches has individually or in the aggregate resulted in any material liability to us or any material damage to our reputation, and disruptions related to cybersecurity have not caused any material interruption to our business, strategy, results of operations, or financial condition.
The ISPC is charged with oversight, advisory, and decision-making responsibilities with respect to information security and privacy risks. The Chief Information Security Officer is responsible for communicating cybersecurity risks to the Audit Committee and Board of Directors .
The ISPC is charged with oversight, advisory, and decision-making responsibilities with respect to information security and privacy risks. 39 Table of Contents T he Chief Information Security Officer is responsible for communicating cybersecurity risks, significant incidents, and key risk trends to the Audit Committee and Board of Directors .
Our cybersecurity program, led by our Chief Information Security Officer, who reports to our Chief Risk and Compliance Officer, has a team of dedicated, experienced cybersecurity professionals responsible for day-to-day security operations and strategic cybersecurity programs. The Chief Information Security Officer has over 20 years of experience in security risk management, with over 10 years of experience leading cybersecurity teams.
Our cybersecurity program, led by our Chief Information Security Officer, who reports to our Chief Risk and Compliance Officer, has a team of dedicated, experienced cybersecurity professionals responsible for day-to-day security operations and strategic cybersecurity programs.
The Audit Committee of the Board of Directors assists the Board in overseeing the significant risk exposures facing the Company and regularly reviews cybersecurity risks at its committee meetings.
Our Audit Committee, which is comprised solely of independent directors, assists the Board of Directors in overseeing the significant risk exposures facing the Company and regularly reviews, including at least annually, cybersecurity risks at its committee meetings.
These include information technology and cybersecurity vendors who are part of our digital supply chain. Our cybersecurity governance framework is designed to manage cybersecurity risks at all levels of the organization.
These include information technology and cybersecurity vendors who are part of our digital supply chain, with particular focus on vendors that support critical business processes or have access to sensitive data. Our cybersecurity governance framework is designed to manage cybersecurity risks at all levels of the organization.
Our cybersecurity strategy is designed to protect the confidentiality of our data from unauthorized access, the integrity of information throughout its lifecycle, and the availability of that information and the related systems. Our strategy is guided by the National Institute of Standards and Technology Cybersecurity Framework, which helps us identify, assess, and manage cybersecurity risks relevant to our business.
Our cybersecurity strategy is designed to protect the confidentiality of our data from unauthorized access, the integrity of information throughout its lifecycle, and the availability of that information and the related systems, while supporting the reliable operation and ongoing evolution of our business and technology platforms.
Item 1C. Cybersecurity To help address cybersecurity threats, Western Union has developed a strategy and implemented a program to identify, assess, and prioritize cybersecurity risks as part of our broader enterprise risk management processes. We recognize that cybersecurity threats are constantly evolving and that there is no single solution that can guarantee complete protection.
Item 1C. Cybersecurity To help address cybersecurity threats, Western Union has developed a strategy and implemented a program to identify, assess, and prioritize cybersecurity risks based on their potential impact to our customers, operations, regulatory obligations, and financial condition, as part of our broader enterprise risk management processes.
There can be no assurance that such attacks or disruptions will not have a material adverse impact on us in the future.
However, cybersecurity threats continue to evolve in sophistication and frequency, and there can be no assurance that future attacks or disruptions will not have a material adverse impact on us. For a discussion of these risks, see “Item 1A—Risk Factors—Risks Relating to Cybersecurity, Third-Party Vendors, and Artificial Intelligence.”
All employees are responsible for protecting Western Union ’s data and systems and are required to follow Western Union’ s cybersecurity policies. We have been, and continue to be, the subject of cybersecurity attacks and threats, including distributed denial of service and ransomware attacks.
We maintain relationships with law enforcement, government agencies, forensic investigators, and legal counsel to inform our cybersecurity and data privacy programs. We and our third-party vendors have been, and continue to be, the subject of cybersecurity attacks and threats, including distributed denial of service and ransomware attacks.
Added
We recognize that cybersecurity threats are constantly evolving and that there is no single solution that can guarantee complete protection.
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Our strategy is guided by the National Institute of Standards and Technology Cybersecurity Framework, which helps us identify, assess, and manage cybersecurity risks relevant to our business. Within our cybersecurity program, we have identified and implemented a variety of processes for cybersecurity risk management.
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As of December 31, 2025, our Chief Information Security Officer and senior management team had over 30 years of combined experience in security risk management. All employees are responsible for protecting Western Union ’s data and systems and are required to follow Western Union’s cybersecurity policies.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Properties and Facilities As of December 31, 2024, we occupied facilities in approximately 45 countries. All of these facilities were leased. Our office in Denver, Colorado serves as our corporate headquarters. Our offices in Dublin, Ireland, and Dubai, United Arab Emirates represent key operational and leadership locations.
Biggest changeItem 2. Properties Properties and Facilities As of December 31, 2025, we occupied facilities in approximately 45 countries. The substantial majority of these facilities were leased. Our office in Denver, Colorado serves as our corporate headquarters. Our offices in Dublin, Ireland, and Dubai, United Arab Emirates represent key operational and leadership locations.
Legal P roceedings The information required by this Item 3 is incorporated herein by reference to the discussion in Part II, Item 8, Financial Statements and Supplementary Data, Note 5, Commitments and Contingencies. Item 4. Mine Safety Disclosures Not applicable. 39 Table of Contents PART II
Legal P roceedings The information required by this Item 3 is incorporated herein by reference to the discussion in Part II, Item 8, Financial Statements and Supplementary Data, Note 5, Commitments and Contingencies. Item 4. Mine Safety Disclosures Not applicable. 40 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIn certain instances, management has historically established and may continue to establish prearranged written plans pursuant to Rule 10b5‑1. A Rule 10b5‑1 plan permits us to repurchase shares at times when we may otherwise be unable to do so, provided the plan is adopted when we are not aware of material non-public information.
Biggest changeA Rule 10b5‑1 plan permits us to repurchase shares at times when we may otherwise be unable to do so, provided the plan is adopted when we are not aware of material non-public information. (c) The average price paid per share excludes a 1% excise tax due under the Inflation Reduction Act of 2022.
Dividend and Share Repurchases Policy During 2024 and 2023, the Board of Directors declared quarterly cash dividends of $0.235 per common share.
Dividend and Share Repurchases Policy During 2025 and 2024, the Board of Directors declared quarterly cash dividends of $0.235 per common share.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock trades on the New York Stock Exchange under the symbol “WU.” There were 2,716 stockholders of record as of February 14, 2025.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock trades on the New York Stock Exchange under the symbol “WU.” There were 2,599 stockholders of record as of February 13, 2026.
Share Repurchases The following table sets forth stock repurchases for each of the three months of the quarter ended December 31, 2024: Approximate Dollar Total Number of Shares Value of Shares that Purchased as Part of May Yet Be Purchased Total Number of Average Price Publicly Announced Under the Plans or Period Shares Purchased (a) Paid per Share (c) Plans or Programs (b) Programs (in millions) October 1 - 31 9,256 $ 11.78 — $ 170.9 November 1 - 30 16,979 $ 10.72 — $ 170.9 December 1 - 31 25,508 $ 10.82 — $ 1,000.0 Total 51,743 $ 10.96 — (a) These amounts represent both shares authorized by our Board of Directors for repurchase under a publicly announced authorization, as described below, as well as shares withheld from employees to cover tax withholding obligations on restricted stock units that have vested.
Share Repurchases The following table sets forth stock repurchases for each of the three months of the quarter ended December 31, 2025: Approximate Dollar Total Number of Shares Value of Shares that Purchased as Part of May Yet Be Purchased Total Number of Average Price Publicly Announced Under the Plans or Period Shares Purchased (a) Paid per Share (c) Plans or Programs (b) Programs (in millions) October 1 - 31 1,135,377 $ 8.38 1,124,516 $ 790.9 November 1 - 30 890,950 $ 8.83 881,970 $ 783.1 December 1 - 31 854,675 $ 9.28 839,160 $ 775.3 Total 2,881,002 $ 8.79 2,845,646 (a) These amounts represent both shares authorized by our Board of Directors for repurchase under a publicly announced authorization, as described below, as well as shares withheld from employees to cover tax withholding obligations on stock awards that have vested.
Several of our operating subsidiaries are subject to financial services regulations, and their ability to pay dividends and distribute cash may be restricted.
Several of our operating subsidiaries are subject to financial services regulations, and their ability to pay dividends and distribute cash may be restricted. On February 19, 2026, the Board of Directors declared a quarterly cash dividend of $0.235 per common share payable on March 31, 2026 to shareholders of record at the close of business on March 17, 2026.
(b) On February 10, 2022, our Board of Directors authorized $1.0 billion of common stock repurchases, and this authorization expired December 31, 2024. On December 13, 2024, our Board of Directors authorized $1.0 billion of common stock repurchases with no expiration date.
(b) On December 13, 2024, our Board of Directors authorized $1.0 billion of common stock repurchases with no expiration date, of which $775.3 million remained available as of December 31, 2025. In certain instances, management has historically established and may continue to establish prearranged written plans pursuant to Rule 10b5‑1.
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(c) The average price paid per share excludes a 1% excise tax due under the Inflation Reduction Act of 2022.
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Item 6. [ Reserved] 41 Table of Contents
Removed
In addition, the Tax Act imposes a tax on certain of our previously undistributed foreign earnings, and we are required to pay the final installment in 2025, as discussed in the Capital Resources and Liquidity section in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations .
Removed
This payment will adversely affect our cash flow and liquidity and may adversely affect future share repurchases. On February 4, 2025, the Board of Directors declared a quarterly cash dividend of $0.235 per common share payable on March 31, 2025. Item 6. [ Reserved] 40 Table of Contents

Item 7. Management's Discussion & Analysis

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

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Biggest changeOperating Income Consumer Money Transfer operating income for the year ended December 31, 2024 decreased compared to the prior year due to a decrease in revenue, as discussed above, and fluctuations between the United States dollar and foreign currencies, partially offset by reduced agent commissions, a decrease in advertising costs, and lower information technology expenses.
Biggest changeOperating Income Consumer Money Transfer operating income for the year ended December 31, 2025 decreased compared to the prior year due to a decrease in revenue, as discussed above, partially offset by decreases in agent commissions, employee compensation, including incentive compensation, technology expenses, and advertising costs, and fluctuations between the United States dollar and foreign currencies. 47 Table of Contents Consumer Services The following table sets forth Consumer Services segment results for the years ended December 31, 2025 and 2024: Year Ended December 31, (dollars in millions) 2025 2024 % Change Revenues $ 543.3 $ 411.7 32 % Operating income $ 115.9 $ 52.3 (a) Operating income margin 21 % 13 % 8 % (a) Calculation not meaningful.
We believe that these measures provide management and investors with information about revenue results and trends that eliminates currency volatility and divestitures, thereby providing greater clarity regarding, and increasing the comparability of, our underlying results and trends.
We believe that these measures provide management and investors with information about revenue results and trends that eliminates currency volatility, thereby providing greater clarity regarding, and increasing the comparability of, our underlying results and trends.
The Revolving Credit Facility and Term Loan Facility contain covenants, subject to certain exceptions, that, among other things, limit or restrict our ability to sell or transfer assets or merge or consolidate with another company, grant certain types of security interests, incur certain types of liens, impose restrictions on subsidiary dividends, enter into sale and leaseback transactions, incur certain subsidiary level indebtedness, or use proceeds in violation of anti-corruption or anti-money laundering laws.
The Revolving Credit Facility, Term Loan Facility, and Delayed Draw Term Loan Facility contain covenants, subject to certain exceptions, that, among other things, limit or restrict our ability to sell or transfer assets or merge or consolidate with another company, grant certain types of security interests, incur certain types of liens, impose restrictions on subsidiary dividends, enter into sale and leaseback transactions, incur certain subsidiary level indebtedness, or use proceeds in violation of anti-corruption or anti-money laundering laws.
The change in our effective tax rate for the year ended December 31, 2024 compared to the prior year was primarily due to the recognition of deferred tax assets, net of valuation allowance, associated with the reorganization of our international operations and a settlement of the IRS examination of our 2017 and 2018 federal income tax returns, which resulted in tax benefits of $255.2 million and $137.8 million, respectively, for the year ended December 31, 2024.
For the year ended December 31, 2025 compared to the prior year, the change in the effective tax rate was primarily due to the recognition of deferred tax assets, net of valuation allowance, associated with the reorganization of our international operations and a settlement of the IRS examination of our 2017 and 2018 federal income tax returns, which resulted in tax benefits of $255.2 million and $137.8 million, respectively.
We expect to renew many of our letters of credit and bank guarantees prior to expiration. 53 Table of Contents Critical Accounting Policies and Estimates Management’s discussion and analysis of results of operations and financial condition is based on our consolidated financial statements that have been prepared in accordance with GAAP.
We expect to renew many of our letters of credit and bank guarantees prior to expiration. 54 Table of Contents Critical Accounting Policies and Estimates Management’s discussion and analysis of results of operations and financial condition is based on our consolidated financial statements that have been prepared in accordance with GAAP.
As of December 31, 2024 and 2023, we had no outstanding borrowings under the facility. If the amount available to borrow under the Revolving Credit Facility decreased, or if the Revolving Credit Facility were eliminated, the cost and availability of borrowing under the commercial paper program may be impacted.
As of December 31, 2025 and 2024, we had no outstanding borrowings under the facility. If the amount available to borrow under the Revolving Credit Facility decreased, or if the Revolving Credit Facility were eliminated, the cost and availability of borrowing under the commercial paper program may be impacted.
Overview We are a leading provider of cross-border, cross-currency money movement, payments, and digital financial services and conduct business in the following operating segments: • Consumer Money Transfer - Our Consumer Money Transfer segment facilitates money transfers, which are primarily sent from our retail agent and owned locations worldwide or through websites and mobile devices.
Overview We are a leading provider of cross-border, cross-currency money movement, payments, and digital financial services and conduct business in the following operating segments: • Consumer Money Transfer - Our Consumer Money Transfer segment facilitates money transfers, which are primarily sent from our retail agent and Company-operated locations worldwide or through websites and mobile devices.
The initial qualitative assessment includes 54 Table of Contents comparing the overall financial performance of the reporting unit against the planned results. Additionally, each reporting unit’s fair value is assessed based on current and expected events and circumstances, including macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity-specific events.
The initial qualitative assessment includes comparing the overall financial performance of the reporting unit against the planned results. Additionally, each reporting unit’s fair value is assessed based on current and expected events and circumstances, including macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity-specific events.
The segment includes five geographic regions whose functions are primarily related to generating, managing, and maintaining agent relationships and localized marketing activities. We include Branded Digital transactions in our regions.
This segment includes five geographic regions whose functions are primarily related to generating, managing, and maintaining agent relationships and localized marketing activities. We include Branded Digital transactions in our regions.
These disclosures are provided in addition to, and not as a substitute for, the percentage change in revenue on a GAAP basis for the year ended December 31, 2024 compared to the prior year.
These disclosures are provided in addition to, and not as a substitute for, the percentage change in revenue on a GAAP basis for the year ended December 31, 2025 compared to the prior year.
Disruptions to contractual relationships, significant actual or expected declines in cash flows or transaction volumes associated with contracts or software applications, or the discontinued use of a software application would cause us to evaluate the recoverability of the asset and could result in an impairment charge.
Disruptions to contractual relationships, significant actual or expected declines in cash flows or transaction volumes associated with contracts or software applications, or the discontinued use of a software application would cause us to 56 Table of Contents evaluate the recoverability of the asset and could result in an impairment charge.
By means of common processes and systems, these regions, including Branded Digital transactions, create 45 Table of Contents one interconnected global network for consumer transactions, thereby constituting one Consumer Money Transfer business and one operating segment. Transaction volume is the primary generator of revenue in our Consumer Money Transfer segment.
By means of common processes and systems, these regions, including Branded Digital transactions, create one interconnected global network for consumer transactions, thereby constituting one Consumer Money Transfer business and one operating segment. Transaction volume is the primary generator of revenue in our Consumer Money Transfer segment.
That level may be the operating segment, or it may be one level below the operating segment. Our impairment assessment typically begins with a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.
That level may be the operating segment, or it may be one level below the operating segment. 55 Table of Contents Our impairment assessment typically begins with a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.
Results of Operations The following discussion of our consolidated results of operations and segment results refers to the year ended December 31, 2024 compared to the same period in 2023.
Results of Operations The following discussion of our consolidated results of operations and segment results refers to the year ended December 31, 2025 compared to the same period in 2024.
Earnings per share for the year ended December 31, 2024 compared to the prior year were impacted by the previously described factors impacting net income and a lower number of average shares outstanding. Segment Discussion We manage our business around the consumers and businesses we serve and the types of services we offer.
Earnings per share for the year ended December 31, 2025 compared to the prior year were impacted by the previously described factors impacting net income, partially offset by a lower number of average shares outstanding. Segment Discussion We manage our business around the consumers and businesses we serve and the types of services we offer.
Our consolidated interest coverage ratio was 9:1 for the year ended December 31, 2024. For the year ended December 31, 2024, we were in compliance with our debt covenants. A violation of our debt covenants could impair our ability to borrow, and outstanding amounts borrowed could become due, thereby restricting our ability to use our excess cash for other purposes.
Our consolidated interest coverage ratio was 7:1 for the year ended December 31, 2025. For the year ended December 31, 2025, we were in compliance with our debt covenants. A violation of our debt covenants could impair our ability to borrow, and outstanding amounts borrowed could become due, thereby restricting our ability to use our excess cash for other purposes.
For discussion of our consolidated results of operations and segment results for the year ended December 31, 2023 compared to the same period in 2022, refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024.
For discussion of our consolidated results of operations and segment results for the year ended December 31, 2024 compared to the same period in 2023, refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 20, 2025.
Constant currency measures and measures that exclude the impact of divestitures are non-GAAP financial measures and are provided so that revenue can be viewed without the effect of fluctuations in foreign currency exchange rates, net of the hyperinflationary Argentine economy, and divestitures of our businesses, which is consistent with how management evaluates our revenue results and trends.
Constant currency measures are non-GAAP financial measures and are provided so that revenue can be viewed without the effect of fluctuations in foreign currency exchange rates, net of the hyperinflationary Argentine economy, which is consistent with how management evaluates our revenue results and trends.
Constant currency revenues translate revenues denominated in foreign currencies to the United States dollar, net of the effect of foreign currency hedges, at rates consistent with those in the prior year. Constant currency results are also net of the impact of Argentina inflation due to its economy being hyperinflationary.
Constant currency revenues translate revenues denominated in foreign currencies to the United States dollar, net of the effect of foreign currency hedges, at rates consistent with those in the prior year. Constant currency results are also net of the impact of Argentina inflation while its economy was hyperinflationary.
As of December 31, 2024, we had approximately $150 million of outstanding purchase obligations, of which approximately $100 million is expected to be paid in the next 12 months. Many of our contracts contain clauses that allow us to terminate the contract with notice and with a termination penalty. Termination penalties are generally an amount less than the original obligation.
As of December 31, 2025, we had approximately $250 million of outstanding purchase obligations, of which approximately $130 million is expected to be paid in the next 12 months. Many of our contracts contain clauses that allow us to terminate the contract with notice and with a termination penalty. Termination penalties are generally an amount less than the original obligation.
The purpose of our Revolving Credit Facility, which is diversified through a group of 18 participating institutions, is to provide general liquidity and to support our commercial paper program, which we believe enhances our short-term credit rating. The largest commitment from any single financial institution within the total committed balance of $1.56 billion is approximately 13%.
The purpose of our Revolving Credit Facility, which is diversified through a group of 19 participating institutions, is to provide general liquidity and to support our commercial paper program, which we believe enhances our short-term credit rating. The largest commitment from any single financial institution within the total committed balance of $1.62 billion is approximately 12%.
Other Commercial Commitments We had approximately $60 million in outstanding letters of credit and bank guarantees as of December 31, 2024 primarily held in connection with regulatory requirements, lease arrangements, and certain agent agreements.
Other Commercial Commitments We had approximately $120 million in outstanding letters of credit and bank guarantees as of December 31, 2025 primarily held in connection with regulatory requirements, lease arrangements, and certain agent agreements.
Diluted earnings per share reflects the potential dilution that could occur if outstanding stock options at the presented dates are exercised and shares of restricted stock have vested. Shares excluded from the diluted earnings per share calculation were 11.6 million and 9.7 million for the years ended December 31, 2024 and 2023, respectively.
Diluted earnings per share reflects the potential dilution that could occur if outstanding stock options at the presented dates are exercised and shares of restricted stock have vested. Shares excluded from the diluted earnings per share calculation were 15.3 million and 11.6 million for the years ended December 31, 2025 and 2024, respectively.
If an event described above occurs and causes us to recognize a goodwill impairment charge, it would impact our reported earnings in the period such charge occurs. The carrying value of goodwill as of December 31, 2024 was $2,059.6 million, which represented approximately 25% of our consolidated assets.
If an event described above occurs and causes us to recognize a goodwill impairment charge, it would impact our reported earnings in the period such charge occurs. The carrying value of goodwill as of December 31, 2025 was $2,098.5 million, which represented approximately 25% of our consolidated assets.
We maintain a portion of these settlement assets in highly liquid investments, classified as Cash and cash equivalents within Settlement assets, to fund settlement obligations. 48 Table of Contents Investment securities, net, classified within Settlement assets on the Consolidated Balance Sheets, were $1,332.2 million and $1,458.1 million as of December 31, 2024 and 2023, respectively, and consist primarily of highly-rated state and municipal debt securities.
We maintain a portion of these settlement assets in highly liquid investments, classified as Cash and cash equivalents within Settlement assets, to fund settlement obligations. 49 Table of Contents Investment securities, net, classified within Settlement assets on the Consolidated Balance Sheets, were $1,445.0 million and $1,332.2 million as of December 31, 2025 and 2024, respectively, and consist primarily of highly-rated state and municipal debt securities.
Our money transfer service is provided through one interconnected global network. This service is available for international cross-border transfers and, in certain countries, intra-country transfers. • Consumer Services - Our Consumer Services segment includes our bill payment services, money order services, retail foreign exchange services, media network, prepaid cards, lending partnerships, and digital wallets.
Our money transfer service is provided through one interconnected global network. This service is available for international cross-border transfers and, in certain countries, intra-country transfers. • Consumer Services - Our Consumer Services segment includes our bill payment services, money order services, travel money services, check acceptance services, media network, prepaid cards, lending partnerships, and digital wallets.
For additional information, please refer to Part II, Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . 51 Table of Contents Capital Expenditures The total aggregate amount paid for purchased and developed software, contract costs, and purchases of property and equipment was $130.6 million and $147.8 million in 2024 and 2023, respectively.
For additional information, please refer to Part II, Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . Capital Expenditures The total aggregate amount paid for purchased and developed software, contract costs, and purchases of property and equipment was $150.8 million and $130.6 million in 2025 and 2024, respectively.
Year Ended December 31, 2024 Revenue Adjusted Growth / Foreign Revenue (Decline) Exchange Growth / as Reported - Translation (Decline) (a) - Transaction (GAAP) Impact (Non-GAAP) Growth Consumer Money Transfer regional growth/(decline): North America (United States & Canada) (“NA”) (1 )% 0 % (1 )% 3 % Europe and CIS (“EU & CIS”) (2 )% (1 )% (1 )% 5 % Middle East, Africa, and South Asia (“MEASA”) (19 )% (1 )% (18 )% 3 % Latin America and the Caribbean (“LACA”) 2 % (1 )% 3 % 0 % Asia Pacific (“APAC”) (7 )% (4 )% (3 )% 8 % Total Consumer Money Transfer segment (5 )% (1 )% (4 )% 4 % Branded Digital (b) 7 % (1 )% 8 % 13 % (a) Adjusted revenue growth/(decline) assumes that revenues denominated in foreign currencies are translated to the United States dollar, net of the effect of foreign currency hedges, at rates consistent with those in the prior year.
Year Ended December 31, 2025 Revenue Adjusted Growth / Foreign Revenue (Decline) Exchange Growth / Transaction as Reported - Translation (Decline) (a) - Growth / (GAAP) Impact (Non-GAAP) (Decline) Consumer Money Transfer regional growth/(decline): North America (United States & Canada) (“NA”) (11 )% (1 )% (10 )% (6 )% Europe and CIS (“EU & CIS”) 6 % 3 % 3 % 5 % Middle East, Africa, and South Asia (“MEASA”) (20 )% 0 % (20 )% 1 % Latin America and the Caribbean (“LACA”) (11 )% (1 )% (10 )% (7 )% Asia Pacific (“APAC”) (4 )% (1 )% (3 )% 9 % Total Consumer Money Transfer segment (8 )% 0 % (8 )% (1 )% Branded Digital (b) 7 % 1 % 6 % 12 % (a) Adjusted revenue growth/(decline) assumes that revenues denominated in foreign currencies are translated to the United States dollar, net of the effect of foreign currency hedges, at rates consistent with those in the corresponding prior year.
Our commercial paper borrowings may have maturities of up to 397 days from date of issuance. Interest rates for borrowings are based on market rates at the time of issuance. As of December 31, 2024, we had no commercial paper borrowings outstanding, and as of December 31, 2023, we had $364.9 million in commercial paper borrowings outstanding.
Our commercial paper borrowings may have maturities of up to 397 days from date of issuance. Interest rates for borrowings are based on market rates at the time of issuance. As of December 31, 2025, we had $392.0 million in commercial paper borrowings outstanding, and as of December 31, 2024, we had no commercial paper borrowings outstanding.
Cash and Investment Securities As of December 31, 2024 and 2023, we had Cash and cash equivalents of $1,474.0 million and $1,268.6 million, respectively. In many cases, we receive funds from money transfers and certain other payment services before we settle the payment of those transactions.
Cash and Investment Securities As of December 31, 2025 and 2024, we had Cash and cash equivalents of $1,234.4 million and $1,474.0 million, respectively. In many cases, we receive funds from money transfers and certain other payment services before we settle the payment of those transactions.
(d) As of December 31, 2024, our weighted-average effective rate on total borrowings was approximately 4.3%. 49 Table of Contents Commercial Paper Program Pursuant to our commercial paper program, we may issue unsecured commercial paper notes in an amount not to exceed $1.56 billion outstanding at any time, reduced to the extent of borrowings outstanding on our Revolving Credit Facility.
(c) As of December 31, 2025, our weighted-average effective rate on total borrowings was approximately 4.3%. 50 Table of Contents Commercial Paper Program Pursuant to our commercial paper program, we may issue unsecured commercial paper notes in an amount not to exceed $1.62 billion outstanding at any time, reduced to the extent of borrowings outstanding on our Revolving Credit Facility.
Earnings Per Share During the years ended December 31, 2024 and 2023, basic earnings per share were $2.75 and $1.69, respectively, and diluted earnings per share were $2.74 and $1.68, respectively. Outstanding options to purchase Western Union stock and unvested shares of restricted stock are excluded from basic shares outstanding.
Earnings Per Share During the years ended December 31, 2025 and 2024, basic earnings per share were $1.53 and $2.75, respectively, and diluted earnings per share were $1.52 and $2.74, respectively. Outstanding options to purchase Western Union stock and unvested shares of restricted stock are excluded from basic shares outstanding.
Additionally, evaluating future cash flows 55 Table of Contents associated with each asset requires us to make estimates and assumptions, including, among other things, revenue growth rates and operating margins based on our budgets and business plans. The net carrying value of our other intangible assets as of December 31, 2024 was $315.4 million.
Additionally, evaluating future cash flows associated with each asset requires us to make estimates and assumptions, including, among other things, revenue growth rates and operating margins based on our budgets and business plans. The net carrying value of our other intangible assets as of December 31, 2025 was $356.3 million.
Both our Revolving Credit Facility and our Term Loan Facility require us to maintain a consolidated adjusted Earnings before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) interest coverage ratio of greater than 3:1 (ratio of consolidated adjusted EBITDA, defined as net income/(loss) plus the sum of (i) interest expense, (ii) income tax expense, (iii) depreciation expense, (iv) amortization expense, (v) any other non-cash deductions, losses, or charges made in determining net income/(loss) for such period, and (vi) extraordinary, non-recurring, or unusual losses or charges (including costs and expenses of litigation included in operating income), minus extraordinary, non-recurring, or unusual gains provided that the amount added back to net income (or net loss) for such extraordinary, non-recurring, or unusual losses, expenses or charges may not exceed 10% of adjusted EBITDA, in each case determined in accordance with United States generally accepted accounting principles for such period, to interest expense) for each period comprising the four most recent consecutive fiscal quarters.
Under our Revolving Credit Facility, Term Loan Facility, and Delayed Draw Term Loan Facility, we are required to maintain a consolidated adjusted Earnings before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) interest coverage ratio of greater than 3:1 (ratio of consolidated adjusted EBITDA, defined as net income/(loss) plus the sum of (i) interest expense, (ii) income tax expense, (iii) depreciation expense, (iv) amortization expense, (v) any other non-cash deductions, losses, or charges made in determining net income/(loss) for such period, and (vi) extraordinary, non-recurring, or unusual losses or charges (including costs and expenses of litigation included in operating income), minus extraordinary, non-recurring, or unusual gains provided that the amount added back to net income (or net loss) for such extraordinary, non-recurring, or unusual losses, expenses or charges may not exceed 10% of adjusted EBITDA to interest expense) for each period comprising the four most recent consecutive fiscal quarters.
Other companies may calculate and define similarly labeled items differently, which may limit the usefulness of this measure for comparative purposes. 42 Table of Contents The following table sets forth our consolidated revenue results for the years ended December 31, 2024 and 2023: Year Ended December 31, (dollars in millions) 2024 2023 % Change Revenues, as reported - (GAAP) $ 4,209.7 $ 4,357.0 (3 )% Foreign currency translation and Argentina inflation impact (a) (1 )% Divestitures impact (b) 1 % Adjusted revenues - (Non-GAAP) (3 )% (a) Fluctuations in the United States dollar compared to foreign currencies, net of the impact of foreign currency hedges and Argentina inflation, resulted in an increase to GAAP revenues of $11.1 million for the year ended December 31, 2024 when compared to the prior year.
Other companies may calculate and define similarly labeled items differently, which may limit the usefulness of this measure for comparative purposes. 43 Table of Contents The following table sets forth our consolidated revenue results for the years ended December 31, 2025 and 2024: Year Ended December 31, (dollars in millions) 2025 2024 % Change Revenues, as reported - (GAAP) $ 4,050.7 $ 4,209.7 (4 )% Foreign currency translation and Argentina hyperinflation impact (a) 1 % Adjusted revenues - (Non-GAAP) (5 )% (a) Fluctuations in the United States dollar compared to foreign currencies, net of the impact of foreign currency hedges and Argentina hyperinflation, resulted in an increase to revenues of $37.6 million for the year ended December 31, 2025 when compared to the prior year.
Consumer Money Transfer cross-border principal is a metric used by management to monitor and better understand the growth in our underlying business relative to competitors, as well as changes in our market share of global remittances. 46 Table of Contents Revenues Consumer Money Transfer revenue decreased 5%, and transactions increased 4% for the year ended December 31, 2024, compared to the prior year.
Consumer Money Transfer cross-border principal is a metric used by management to monitor and better understand the growth in our underlying business relative to competitors, as well as changes in our market share of global remittances. Revenues Consumer Money Transfer revenue and transactions decreased 8% and 1%, respectively, for the year ended December 31, 2025, compared to the prior year.
As of December 31, 2024, goodwill of $1,983.3 million resides in our Consumer Money Transfer reporting unit, while the remaining $76.3 million resides in Consumer Services. For the years ended December 31, 2024 and 2023, we did not record any goodwill impairments.
As of December 31, 2025, goodwill of $1,986.4 million resides in our Consumer Money Transfer reporting unit, while the remaining $112.1 million resides in Consumer Services. For the years ended December 31, 2025 and 2024, we did not record any goodwill impairments.
The annual payments resulting from the United States tax reform legislation enacted in 2017 (the “Tax Act”) include amounts related to the United States taxation of certain previously undistributed earnings of foreign subsidiaries. The final payment of approximately $221 million is due in the second quarter of 2025.
The annual payments resulting from the United States tax reform legislation enacted in 2017 (the “Tax Act”) included amounts related to the United States taxation of certain previously undistributed earnings of foreign subsidiaries. The final payment of approximately $220 million was made during the second quarter of 2025.
Our tax contingency reserves for our uncertain tax positions as of December 31, 2024 were $17.9 million, including accrued interest and penalties, net of related items.
Our tax contingency reserves for our uncertain tax positions as of December 31, 2025 were $21.0 million, including accrued interest and penalties, net of related items.
Income Taxes Our effective tax rates on pre-tax income were (51.0)% and 16.1% for the years ended December 31, 2024 and 2023, respectively.
Income Taxes Our effective tax rates on pre-tax income were 20.2% and (51.0)% for the years ended December 31, 2025 and 2024, respectively.
Our commercial paper program enables us to issue unsecured commercial paper notes in an amount not to exceed $1.56 billion outstanding at any time, reduced to the extent of any borrowings outstanding on our Revolving Credit Facility.
We increased our Revolving Credit Facility, which supports our commercial paper program, to $1.62 billion on February 28, 2025. Our commercial paper program enables us to issue unsecured commercial paper notes in an amount not to exceed $1.62 billion outstanding at any time, reduced to the extent of any borrowings outstanding on our Revolving Credit Facility.
Material Cash Requirements Debt Service Requirements Our 2025 and future debt service requirements will include payments on all outstanding indebtedness, including any borrowings under our commercial paper program. On January 10, 2025, we repaid our notes due in 2025 using proceeds from our Term Loan Facility borrowings.
Material Cash Requirements Debt Service Requirements Our 2025 and future debt service requirements will include payments on all outstanding indebtedness, including any borrowings under our commercial paper program. We repaid our notes that were payable on January 10, 2025, using proceeds from our Term Loan Facility borrowings. Our next scheduled principal payment on our outstanding notes is in March 2026.
As of December 31, 2024, we had no outstanding borrowings on our Revolving Credit Facility and no outstanding borrowings on our commercial paper program.
As of December 31, 2025, we had no outstanding borrowings on our Revolving Credit Facility and $392.0 million of outstanding borrowings on the commercial paper program.
Share Repurchases and Dividends During the years ended December 31, 2024 and 2023, 13.9 million and 24.3 million shares, respectively, were repurchased for $177.3 million and $300.0 million, respectively, excluding commissions, at an average cost of $12.75 and $12.35, respectively, under the share repurchase authorization approved by our Board of Directors which expired on December 31, 2024.
Share Repurchases and Dividends During the years ended December 31, 2025 and 2024, 23.7 million and 13.9 million shares, respectively, were repurchased for $224.7 million and $177.3 million, respectively, excluding commissions, at an average cost of $9.49 and $12.75, respectively, under the share repurchase authorizations approved by our Board of Directors, including one which expired on December 31, 2024.
A change of control triggering event will occur when there is a change of control involving us, and, among other things, within a specified period in relation to the change of control, the notes are downgraded from an investment grade rating to below an investment grade rating by certain major credit rating agencies.
A change of control triggering event will occur when there is a change of control involving us, and, among other things, within a specified period in relation to the change of control, the notes are downgraded from an investment grade rating to below an investment grade rating by certain major credit rating agencies. 52 Table of Contents Cash Priorities Liquidity Our objective is to maintain strong liquidity and a capital structure consistent with investment-grade credit ratings.
The following table sets forth the components of segment revenues as a percentage of the consolidated totals for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 Consumer Money Transfer 90 % 92 % Consumer Services 10 % 7 % Business Solutions — 1 % 100 % 100 % Consumer Money Transfer The following table sets forth our Consumer Money Transfer segment results of operations for the years ended December 31, 2024 and 2023: Year Ended December 31, (dollars and transactions in millions) 2024 2023 % Change Revenues $ 3,798.0 $ 4,005.0 (5 )% Operating income $ 737.4 $ 750.8 (2 )% Operating income margin 19 % 19 % Key indicator: Consumer Money Transfer transactions 289.9 279.4 4 % Our Consumer Money Transfer service facilitates money transfers sent from our retail agent locations worldwide and money transfer transactions conducted and funded through websites and mobile applications marketed under our brands (“Branded Digital”).
The following table sets forth the components of segment revenues as a percentage of the consolidated totals for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Consumer Money Transfer 87 % 90 % Consumer Services 13 % 10 % 100 % 100 % 45 Table of Contents Consumer Money Transfer The following table sets forth our Consumer Money Transfer segment results of operations for the years ended December 31, 2025 and 2024: Year Ended December 31, (dollars and transactions in millions) 2025 2024 % Change Revenues $ 3,507.4 $ 3,798.0 (8 )% Operating income $ 674.6 $ 737.4 (9 )% Operating income margin 19 % 19 % Key indicator: Consumer Money Transfer transactions 285.9 289.9 (1 )% Our Consumer Money Transfer service facilitates money transfers sent from our retail agent and Company-operated locations worldwide and money transfer transactions marketed under our brands and initiated through our websites and mobile applications and our third-party digital partners’ websites and mobile applications (“Branded Digital”).
Revolving Credit Facility Our Revolving Credit Facility provides for unsecured financing facilities and allows us to draw loans payable based upon the Secured Overnight Financing Rate (“SOFR”), the Euro Interbank Offered Rate, or the Sterling Overnight Index Average.
Revolving Credit Facility Our Revolving Credit Facility provides for unsecured financing facilities, including a $250.0 million letter of credit subfacility and $300.0 million swing line sublimit, and allows us to draw loans payable based upon the Secured Overnight Financing Rate (“SOFR”), the Euro Interbank Offered Rate, or the Sterling Overnight Index Average.
For the year ended December 31, 2024 when compared to the prior year, GAAP and Adjusted revenues decreased due to a reduction in transactions originating from Iraq, which negatively impacted revenues by slightly more than 3%.
In addition to the impacts from foreign currency, net of Argentina hyperinflation, for the year ended December 31, 2025 when compared to the prior year, GAAP and Adjusted revenues decreased due to a reduction in transactions originating from Iraq, which negatively impacted revenues by 3%.
Included in each region’s transaction and revenue percentages in the tables below are Branded Digital transactions for the years ended December 31, 2024 and 2023. Where reported separately in the discussion below, Branded Digital consists of 100% of the transactions conducted and funded through that channel.
Included in each region’s transaction and revenue percentages in the tables below are Branded Digital transactions for the years ended December 31, 2025 and 2024. Where reported separately in the discussion below, Branded Digital consists of all transactions and revenue included under the definition provided above.
While certain of the above expenses are identifiable to our segments, the expenses are not included in the measurement of segment operating income provided to the Chief Operating Decision Maker (“CODM”) for purposes of performance assessment and resource allocation. These expenses are therefore excluded from our segment operating income results.
During the years ended December 31, 2025 and 2024, we incurred expenses that are not included in the measurement of segment operating income provided to the Chief Operating Decision Maker (“CODM”) for purposes of performance assessment and resource allocation. These expenses are therefore excluded from our segment operating income results.
As a result, the percentage changes and margins disclosed herein may not recalculate precisely using the rounded amounts provided. 41 Table of Contents The following table sets forth our consolidated results of operations for the years ended December 31, 2024 and 2023: Year Ended December 31, (in millions, except per share amounts) 2024 2023 % Change Revenues $ 4,209.7 $ 4,357.0 (3 )% Expenses: Cost of services 2,620.5 2,671.7 (2 )% Selling, general, and administrative 863.4 867.8 (1 )% Total expenses 3,483.9 3,539.5 (2 )% Operating income 725.8 817.5 (11 )% Other income/(expense): Gain on divestiture of business — 18.0 (a) Interest income 11.9 15.6 (24 )% Interest expense (119.8 ) (105.3 ) 14 % Other income, net 0.7 — (a) Total other expense, net (107.2 ) (71.7 ) 50 % Income before income taxes 618.6 745.8 (17 )% Provision for/(benefit from) income taxes (315.6 ) 119.8 (a) Net income $ 934.2 $ 626.0 49 % Earnings per share: Basic $ 2.75 $ 1.69 63 % Diluted $ 2.74 $ 1.68 63 % Weighted-average shares outstanding: Basic 340.0 370.8 Diluted 341.1 371.8 (a) Calculation not meaningful.
As a result, the percentage changes and margins disclosed herein may not recalculate precisely using the rounded amounts provided. 42 Table of Contents The following table sets forth our consolidated results of operations for the years ended December 31, 2025 and 2024: Year Ended December 31, (in millions, except per share amounts) 2025 2024 % Change Revenues $ 4,050.7 $ 4,209.7 (4 )% Expenses: Cost of services 2,550.6 2,620.5 (3 )% Selling, general, and administrative 742.8 863.4 (14 )% Total expenses 3,293.4 3,483.9 (5 )% Operating income 757.3 725.8 4 % Other income/(expense): Interest income 7.9 11.9 (33 )% Interest expense (143.0 ) (119.8 ) 19 % Other income, net 3.5 0.7 (a) Total other expense, net (131.6 ) (107.2 ) 23 % Income before income taxes 625.7 618.6 1 % Provision for/(benefit from) income taxes 126.1 (315.6 ) (a) Net income $ 499.6 $ 934.2 (47 )% Earnings per share: Basic $ 1.53 $ 2.75 (44 )% Diluted $ 1.52 $ 2.74 (45 )% Weighted-average shares outstanding: Basic 326.6 340.0 Diluted 327.6 341.1 (a) Calculation not meaningful.
We currently believe we have adequate liquidity to meet our business needs, including payments under our debt and other obligations, through our existing cash balances, our ability to generate cash flows through operations, and our $1.56 billion revolving credit facility (“Revolving Credit Facility”), which supports our commercial paper program.
We currently believe we have adequate liquidity to meet our business needs, including payments under our debt and other obligations, through our existing cash balances, our ability to generate cash flows through operations, our revolving credit facility (“Revolving Credit Facility”), and our $800 million delayed draw term loan credit agreement (“Delayed Draw Term Loan Facility”).
Credit Ratings and Debt Covenants The credit ratings on our debt are an important consideration in our overall business, managing our financing costs, and facilitating access to additional capital on favorable terms.
Credit Ratings and Debt Covenants The credit ratings on our debt are an important consideration in our overall business, managing our financing costs, and facilitating access to additional capital on favorable terms. Factors that we believe are important in assessing our credit ratings include earnings, cash flow generation, leverage, available liquidity, and the overall business.
Term Loan Facility On June 25, 2024, we entered into a delayed draw term loan credit agreement providing for an unsecured term loan facility in an aggregate amount of $800.0 million (the “Term Loan Facility”).
Delayed Draw Term Loan Facility On January 9, 2026, we entered into the Delayed Draw Term Loan Facility, providing for an unsecured term loan facility in an aggregate amount of $800.0 million.
Fluctuations in the United States dollar compared to foreign currencies, net of the impact of foreign currency hedges and Argentina inflation, negatively impacted revenue by 1% for the year ended December 31, 2024, compared to the prior year.
Fluctuations in the United States dollar compared to foreign currencies, net of the impact of foreign currency hedges and Argentina hyperinflation in the first quarter of 2025, had no impact on revenue for the year ended December 31, 2025, compared to the prior year.
The table below sets forth revenue and transaction changes by geographic region compared to the prior year. Additionally, due to the significance of our Consumer Money Transfer segment to our overall results, we have also provided constant currency results for our Consumer Money Transfer segment revenues.
The table below sets forth revenue and transaction changes by geographic region compared to the prior year. Additionally, we have also provided adjusted revenue results for our Consumer Money Transfer and Consumer Services segment revenues, which are net of the impact of foreign currency hedges and Argentina hyperinflation, as discussed above.
Financing Resources As of December 31, 2024, we had the following outstanding borrowings (in millions): Commercial paper $ — Notes: 2.850% notes due 2025 (a), (b) 500.0 1.350% notes due 2026 (a) 600.0 2.750% notes due 2031 (a) 300.0 6.200% notes due 2036 (a) 500.0 6.200% notes due 2040 (a) 250.0 Term loan facility borrowings (effective rate of 5.8%) (c) 800.0 Total borrowings at par value 2,950.0 Debt issuance costs and unamortized discount, net (9.2 ) Total borrowings at carrying value (d) $ 2,940.8 (a) The difference between the stated interest rate and the effective interest rate is not significant.
Financing Resources As of December 31, 2025, we had the following outstanding borrowings (in millions): Commercial paper $ 392.0 Credit facility borrowings (a) 42.9 Notes: 1.350% notes due 2026 (b) 600.0 2.750% notes due 2031 (b) 300.0 6.200% notes due 2036 (b) 500.0 6.200% notes due 2040 (b) 250.0 Term loan facility borrowings (effective rate of 5.2%) 800.0 Total borrowings at par value 2,884.9 Debt issuance costs and unamortized discount, net (7.1 ) Total borrowings at carrying value (c) $ 2,877.8 (a) One of our subsidiaries utilizes a short-term revolving credit facility agreement to fund certain operating activities in the United Kingdom.
Proceeds from our commercial paper borrowings were used for general corporate purposes and working capital needs, including the settlement of our money transfer obligations prior to collecting receivables from agents or others.
Our commercial paper borrowings as of December 31, 2025 had a weighted-average annual interest rate of approximately 3.9% and a weighted-average term of approximately 4 days. Proceeds from our commercial paper borrowings were used for general corporate purposes and working capital needs, including the settlement of our money transfer obligations prior to collecting receivables from agents or others.
Our consumers transferred $102.9 billion and $101.7 billion in cross-border principal for the years ended December 31, 2024 and 2023, respectively. Consumer Money Transfer cross-border principal is the amount of consumer funds transferred to a designated recipient in a country or territory that differs from the country or territory from which the transaction was initiated.
Consumer Money Transfer cross-border principal is the amount of consumer funds transferred to a designated recipient in a country or territory that differs from the country or territory from which the transaction was initiated.
We provide for income taxes based on amounts that we believe we will ultimately owe after applying the required analyses and judgments. The determination of our worldwide provision for income taxes requires significant judgment. We routinely receive, and may in the future receive, questions from taxing authorities on various tax-related assertions.
We provide for income taxes based on amounts that we believe we will ultimately owe after applying the required analyses and judgments. The determination of our worldwide provision for income taxes requires significant judgment. We earn pre-tax income in multiple jurisdictions and incur income tax obligations in these jurisdictions.
However, we may refinance all or a portion of our borrowings in future periods, and we expect to continue to borrow under our commercial paper program for general corporate purposes and working capital needs.
We have estimated our future interest payments based on the assumption that no debt issuances or renewals will occur upon the maturity dates of our notes. However, we may refinance all or a portion of our borrowings in future periods, and we expect to continue to borrow under our commercial paper program for general corporate purposes and working capital needs.
Recent Accounting Pronouncements Refer to Part II, Item 8, Financial Statements and Supplementary Data , Note 2, Summary of Significant Accounting Policies for further discussion.
Refer to Part II, Item 8, Financial Statements and Supplementary Data , Note 16, Segments for further discussion.
Cash Priorities Liquidity Our objective is to maintain strong liquidity and a capital structure consistent with investment-grade credit ratings. We have existing cash balances, cash flows from operating activities, access to the commercial paper markets, and our Revolving Credit Facility available to support the needs of our business.
We have existing cash balances, cash flows from operating activities, access to the commercial paper markets, our Revolving Credit Facility, and our Delayed Draw Term Loan Facility available to support the needs of our business.
The table below sets forth regional revenues as a percentage of our Consumer Money Transfer revenue for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 Consumer Money Transfer revenue as a percentage of segment revenue: NA 39 % 37 % EU & CIS 26 % 25 % MEASA 18 % 21 % LACA 12 % 11 % APAC 5 % 6 % Branded Digital, which is included in the regional percentages above, represented approximately 24% and 22% of our Consumer Money Transfer revenues for the years ended December 31, 2024 and 2023, respectively.
The table below sets forth regional revenues as a percentage of our Consumer Money Transfer revenue for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Consumer Money Transfer revenue as a percentage of segment revenue: NA 38 % 39 % EU & CIS 29 % 26 % MEASA 16 % 18 % LACA 11 % 12 % APAC 6 % 5 % Our consumers transferred $107.4 billion and $102.9 billion in cross-border principal for the years ended December 31, 2025 and 2024, respectively.
These amounts were paid to shareholders of record in the respective quarter the dividend was declared. On February 4, 2025, the Board of Directors declared a quarterly cash dividend of $0.235 per common share payable on March 31, 2025.
On February 19, 2026, the Board of Directors declared a quarterly cash dividend of $0.235 per common share payable on March 31, 2026 to shareholders of record at the close of business on March 17, 2026.
For the year ended December 31, 2024, in our Consumer Money Transfer regions, NA revenue decreased and transactions increased compared to the prior year. Price reductions were partially offset by an increase in cross-border transactions sent from the United States.
For the year ended December 31, 2025, in our Consumer Money Transfer regions, NA revenue and transactions decreased compared to the prior year.
Operating Income Consumer Services operating income for the year ended December 31, 2024 compared to the prior year was negatively impacted by increased expenses associated with our retail foreign exchange services and new services we are continuing to introduce to our customers, including media network, increased investment in information technology, and higher credit losses. 47 Table of Contents Capital Resources and Liquidity Our primary source of liquidity has been cash generated from our operating activities, primarily from net income and fluctuations in working capital.
Operating Income Consumer Services operating income for the year ended December 31, 2025 compared to the prior year was impacted by an increase in revenue, as discussed above, partially offset by an increase in expenses associated with the expansion of our travel money services. 48 Table of Contents Capital Resources and Liquidity Our primary source of liquidity has been cash generated from our operating activities, primarily from net income and fluctuations in working capital.
On November 30, 2024, we increased the aggregate revolving credit commitments to $1.56 billion, including a $250.0 million letter of credit subfacility and $300.0 million swing line sublimit, and extended the maturity date to November 30, 2029. Interest due under the Revolving Credit Facility is payable according to the terms of that borrowing.
On February 28, 2025, we increased the aggregate revolving credit commitments to $1.62 billion. The Revolving Credit Facility matures on November 30, 2029. Interest due under the Revolving Credit Facility is payable according to the terms of that borrowing.
Selling, General, and Administrative Selling, general and administrative expenses decreased for the year ended December 31, 2024 when compared to the prior year due to a decrease in advertising costs and decreases associated with the Business Solutions divestiture.
Selling, General, and Administrative Selling, general and administrative expenses decreased for the year ended December 31, 2025 when compared to the prior year due to a decrease in advertising costs, a reduction in employee compensation, including incentive compensation, and fluctuations between the United States dollar and foreign currencies.
We used the proceeds from the Term Loan Facility borrowings to repay our issued and outstanding 2.850% notes due January 2025, to reduce commercial paper balances, and for general corporate purposes. Notes For a discussion regarding the terms and maturities of our notes, please refer to Part II, Item 8, Financial Statements and Supplementary Data , Note 14, Borrowings.
We used the proceeds from the Term Loan Facility borrowings to repay our 2.850% notes which matured in January 2025, to reduce commercial paper balances, and for general corporate purposes.
On December 13, 2024, we drew upon the Term Loan Facility in the total amount of $800.0 million, and such borrowings mature on December 13, 2027.
Term Loan Facility As of December 31, 2025 and 2024, we had $800.0 million outstanding under our unsecured term loan facility (“Term Loan Facility”), and such borrowings mature on December 13, 2027.
As of December 31, 2024, all investments with a single issuer and each individual security represented less than 10% of our investment securities portfolio. Cash Flows from Operating Activities Cash provided by operating activities for the year ended December 31, 2024 decreased to $406.3 million from $783.1 million for the year ended December 31, 2023.
As of December 31, 2025, all investments with a single issuer and each individual security represented less than 10% of our investment securities portfolio.
Factors that we believe are important in assessing our credit ratings include earnings, cash flow generation, leverage, available liquidity, and the overall business. 50 Table of Contents Our Revolving Credit Facility and Term Loan Facility contain interest rate margins which are determined based on certain of our credit ratings and the Revolving Credit Facility also contains a facility fee that is based on our credit ratings.
Our Revolving Credit Facility, Term Loan Facility, and Delayed Draw Term Loan Facility contain interest rate margins which are determined based on certain of our credit ratings. The Revolving Credit Facility and Delayed Draw Term Loan Facility also contain a facility fee and a ticking fee, respectively, that is based on our credit ratings.
LACA, total Consumer Money Transfer, and Branded Digital adjusted revenue growth excludes the effect of increases in local currency revenue due to inflation in Argentina, which is hyperinflationary. We calculate Argentina inflation as the revenue growth not attributable to either transaction growth or the change in price (revenue divided by principal).
LACA, total Consumer Money Transfer, and Branded Digital adjusted revenue growth also exclude the effect of increases in local currency revenue due to hyperinflation in Argentina.
For the year ended December 31, 2024, Cost of services decreased compared to the prior year primarily due to decreases in agent commissions, which generally vary with revenue, lower information technology expenses, and a decrease associated with the Business Solutions divestiture, partially offset by increases in certain variable expenses, including bank fees and credit and non-credit losses, and higher employee compensation primarily associated with our expansion of Company-owned locations.
For the year ended December 31, 2025, Cost of services decreased compared to the prior year primarily due to decreases in agent commissions and technology expenses, partially offset by increased expenses associated with our expansion of Company-operated locations. In addition, the year ended December 31, 2024 included expenses associated with our operating expense redeployment program.
On December 13, 2024, our Board of Directors authorized $1.0 billion of common stock repurchases with no expiration date. Our Board of Directors declared quarterly cash dividends of $0.235 per common share in all four quarters of 2024 and 2023, representing $318.3 million and $346.1 million in total dividends, respectively.
Our Board of Directors declared quarterly cash dividends of $0.235 per common share in all four quarters of 2025 and 2024, representing $304.7 million and $318.3 million in total dividends, respectively. These amounts were paid to shareholders of record in the respective quarter the dividend was declared.
We calculate Argentina inflation as the revenue growth not attributable to either transaction growth or the change in price (revenue divided by principal). (b) Business Solutions revenues included in our results were $29.7 million for the year ended December 31, 2023.
For the first quarter of 2025, we calculated Argentina hyperinflation as the revenue growth not attributable to either transaction growth or the change in price (revenue divided by principal).
Declines in revenue in the MEASA region were driven by a reduction in transactions originating from Iraq primarily driven by changes in monetary policy and related central bank actions, as discussed above. We have historically implemented price reductions or price increases throughout many of our global corridors.
For the year ended December 31, 2025, declines in MEASA revenues compared to the prior period were primarily driven by a reduction in transactions originating from Iraq due to changes in monetary policy and related central bank actions, as well as declines in revenue in Saudi Arabia.
As of December 31, 2024, the total projected interest payments on outstanding borrowings were $812.8 million, of which $114.2 million is expected to be paid in the next 12 months. We have estimated our future interest payments based on the assumption that no debt issuances or renewals will occur upon the maturity dates of our notes.
We plan to refinance this maturity through proceeds from the issuance of new notes, our Delayed Draw Term Loan Facility, or commercial paper issuance. As of December 31, 2025, the total projected interest payments on outstanding borrowings were $698.6 million, of which $101.4 million is expected to be paid in the next 12 months.
Argentina inflation, net of the impact of fluctuations in the United States dollar compared to foreign currencies, resulted in an increase to revenue growth of 13% for the year ended December 31, 2024 relative to the prior year.
Year Ended December 31, (dollars in millions) 2025 2024 % Change Revenues, as reported (GAAP) $ 543.3 $ 411.7 32 % Foreign currency translation and Argentina hyperinflation impact (a) (3 )% Adjusted revenues (Non-GAAP) 29 % (a) Fluctuations in the United States dollar compared to foreign currencies, net of the impact of foreign currency hedges and Argentina hyperinflation, resulted in an increase to Consumer Services revenues of $10.5 million for the year ended December 31, 2025, when compared to the prior year.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changePossible events or factors that could cause results or performance to differ materially from those expressed in our forward-looking statements include the following: Events or Factors Related to Our Business and Industry • changes in general economic conditions and economic conditions in the regions and industries in which we operate, including global economic downturns and trade disruptions, or significantly slower growth or declines in the money transfer, payment service, and other markets in which we operate, including downturns or declines related to interruptions in migration patterns or other events, such as public health emergencies, epidemics, or pandemics, any changes arising as a result of the recent United States elections, civil unrest, war, terrorism, natural disasters, or non-performance by our banks, lenders, insurers, or other financial services providers; • failure to compete effectively in the money transfer and payment service industry, including among other things, with respect to price or customer experience, with global and niche or corridor money transfer providers, banks and other money transfer and payment service providers, including digital, mobile and internet-based services, card associations, and card-based payment providers, and with digital currencies, and related exchanges and protocols, and other innovations in technology and business models; • geopolitical tensions, political conditions, and related actions, including trade restrictions, tariffs, and government sanctions, which may adversely affect our business and economic conditions as a whole, including interruptions of United States or other government relations with countries in which we have or are implementing significant business relationships with agents, clients, or other partners; • deterioration in customer confidence in our business, or in money transfer and payment service providers generally; • failure to maintain our agent network and business relationships under terms consistent with or more advantageous to us than those currently in place; • our ability to adopt new technology and develop and gain market acceptance of new and enhanced services in response to changing industry and consumer needs or trends; • mergers, acquisitions, and the integration of acquired businesses and technologies into our Company, divestitures, and the failure to realize anticipated financial benefits from these transactions, and events requiring us to write down our goodwill; • decisions to change our business mix; 59 Table of Contents • changes in, and failure to manage effectively, exposure to foreign exchange rates, including the impact of the regulation of foreign exchange spreads on money transfers; • changes in tax laws, or their interpretation, any subsequent regulation, and unfavorable resolution of tax contingencies; • any material breach of security, including cybersecurity, or safeguards of or interruptions in any of our systems or those of our vendors or other third parties; • cessation of or defects in various services provided to us by third-party vendors; • our ability to realize the anticipated benefits from restructuring-related initiatives, which may include decisions to downsize or to transition operating activities from one location to another, and to minimize any disruptions in our workforce that may result from those initiatives; • our ability to attract and retain qualified key employees and to manage our workforce successfully; • failure to manage credit and fraud risks presented by our agents, clients, and consumers; • adverse rating actions by credit rating agencies; • our ability to protect our trademarks, patents, and other intellectual property rights, and to defend ourselves against potential intellectual property infringement claims; • material changes in the market value or liquidity of securities that we hold; • restrictions imposed by our debt obligations; Events or Factors Related to Our Regulatory and Litigation Environment • liabilities or loss of business resulting from a failure by us, our agents, or their subagents to comply with laws and regulations and regulatory or judicial interpretations thereof, including laws and regulations designed to protect consumers, or detect and prevent money laundering, terrorist financing, fraud, and other illicit activity; • increased costs or loss of business due to regulatory initiatives and changes in laws, regulations, and industry practices and standards, including changes in interpretations, in the United States and abroad, affecting us, our agents or their subagents, or the banks with which we or our agents maintain bank accounts needed to provide our services, including related to anti-money laundering regulations, anti-fraud measures, our licensing arrangements, customer due diligence, agent and subagent due diligence, registration and monitoring requirements, consumer protection requirements, remittances, immigration, and sustainability reporting, including climate-related reporting; • liabilities, increased costs, or loss of business and unanticipated developments resulting from governmental investigations and consent agreements with, or investigations or enforcement actions by, regulators and other government authorities; • liabilities resulting from litigation, including class-action lawsuits and similar matters, and regulatory enforcement actions, including costs, expenses, settlements, and judgments; • failure to comply with regulations and evolving industry standards regarding consumer privacy, data use, the transfer of personal data between jurisdictions, and information security; 60 Table of Contents • failure to comply with the Dodd-Frank Act, as well as regulations issued pursuant to it and the actions of the CFPB and similar legislation and regulations enacted by other governmental authorities in the United States and abroad related to consumer protection; • effects of unclaimed property laws or their interpretation or the enforcement thereof; • failure to maintain sufficient amounts or types of regulatory capital or other restrictions on the use of our working capital to meet the changing requirements of our regulators worldwide; • changes in accounting standards, rules and interpretations, or industry standards affecting our business; Other Events or Factors • catastrophic events; and • management’s ability to identify and manage these and other risks. 61 Table of Contents
Biggest changePossible events or factors that could cause results or performance to differ materially from those expressed in our forward-looking statements include the following: Events or Factors Related to Our Business and Industry • changes in general economic conditions and economic conditions in the regions and industries in which we operate, including global economic downturns and trade disruptions, or significantly slower growth or declines in the money transfer, payment service, and other markets in which we operate, including downturns or declines related to interruptions in migration patterns, slowdowns in travel, or other events, such as public health emergencies, epidemics, or pandemics, civil unrest, war, terrorism, natural disasters, or non-performance by our banks, lenders, insurers, or other financial services providers; • failure to compete effectively in the money transfer and payment service industry, including among other things, with respect to price or customer experience, with global and niche or corridor money transfer providers, banks and other money transfer and payment service providers, including digital, mobile and internet-based services, card associations, and card-based payment providers, and with digital currencies, and related exchanges and protocols, and other innovations in technology and business models; • geopolitical tensions, political conditions, armed conflicts or wars, and related actions, including trade restrictions, tariffs, and government sanctions, which may adversely affect our business and economic conditions as a whole, including interruptions of United States or other government relations with countries in which we have or are implementing significant business relationships with agents, clients, or other partners; • deterioration in customer confidence in our business, or in money transfer and payment service providers generally; • failure to maintain our agent network and business relationships under terms consistent with or more advantageous to us than those currently in place; • our ability to adopt new technology and develop and gain market acceptance of new and enhanced services in response to changing industry and consumer needs or trends; • the development, deployment, and use of AI, machine learning, and automated decision-making technologies in our operations, including risks relating to system performance, data quality, regulatory compliance, bias, or unintended outcomes; 60 Table of Contents • mergers, acquisitions, and the integration of acquired businesses and technologies into our Company, divestitures, and the failure to realize anticipated financial benefits from these transactions, and events requiring us to write down our goodwill; • decisions to change our business mix; • changes in, and failure to manage effectively, exposure to foreign exchange rates, including the impact of the regulation of foreign exchange spreads on money transfers; • changes in tax laws, or their interpretation, any subsequent regulation, and unfavorable resolution of tax contingencies; • any material breach of security, including cybersecurity, or safeguards of or interruptions in any of our systems or those of our vendors or other third parties; • cessation of or defects in various services provided to us by third-party vendors; • our ability to realize the anticipated benefits from restructuring-related initiatives, which may include decisions to downsize or to transition operating activities from one location to another, and to minimize any disruptions in our workforce that may result from those initiatives; • our ability to attract and retain qualified key employees and to manage our workforce successfully; • failure to manage credit and fraud risks presented by our agents, clients, and consumers; • adverse rating actions by credit rating agencies; • our ability to protect our trademarks, patents, and other intellectual property rights, and to defend ourselves against potential intellectual property infringement claims; • material changes in the market value or liquidity of securities that we hold; • restrictions imposed by our debt obligations; Events or Factors Related to Our Regulatory and Litigation Environment • liabilities or loss of business resulting from a failure by us, our agents, or their subagents to comply with laws and regulations and regulatory or judicial interpretations thereof, including laws and regulations designed to protect consumers, or detect and prevent money laundering, terrorist financing, fraud, and other illicit activity; • increased costs or loss of business due to regulatory initiatives and changes in laws, regulations, and industry practices and standards, including changes in interpretations, in the United States and abroad, affecting us, our agents or their subagents, or the banks with which we or our agents maintain bank accounts needed to provide our services, including regulations and guidance relating to digital currencies, stablecoins, and related technologies, the use of AI and automated decision-making systems, anti-fraud measures, our licensing arrangements, customer due diligence, agent and subagent due diligence, registration and monitoring requirements, consumer protection requirements, remittances, immigration, and sustainability reporting, including climate-related reporting; • liabilities, increased costs, or loss of business and unanticipated developments resulting from governmental investigations and consent agreements with, or investigations or enforcement actions by, regulators and other government authorities; 61 Table of Contents • liabilities resulting from litigation, including class-action lawsuits and similar matters, and regulatory enforcement actions, including costs, expenses, settlements, and judgments; • failure to comply with regulations and evolving industry standards regarding consumer privacy, data use, the transfer of personal data between jurisdictions, and information security; • failure to comply with the Dodd-Frank Act, as well as regulations issued pursuant to it and the actions of the CFPB and similar legislation and regulations enacted by other governmental authorities in the United States and abroad related to consumer protection; • effects of unclaimed property laws or their interpretation or the enforcement thereof; • failure to maintain sufficient amounts or types of regulatory capital or other restrictions on the use of our working capital to meet the changing requirements of our regulators worldwide; • changes in accounting standards, rules and interpretations, or industry standards affecting our business; Other Events or Factors • catastrophic events; and • management’s ability to identify and manage these and other risks. 62 Table of Contents
From time to time, we use interest rate swaps designated as hedges to vary the percentage of fixed to floating rate debt, subject to market conditions, although there were no such swaps outstanding as of December 31, 2024. As of December 31, 2024, our weighted-average effective rate on total borrowings was approximately 4.3%.
From time to time, we use interest rate swaps designated as hedges to vary the percentage of fixed to floating rate debt, subject to market conditions, although there were no such swaps outstanding as of December 31, 2025. As of December 31, 2025, our weighted-average effective rate on total borrowings was approximately 4.3%.
Our credit and non-credit losses have been less than 2% of our consolidated revenues in each of the periods presented. 58 Table of Contents FORWARD-LOOKING STATEMENTS This Annual Report on Form 10‑K of The Western Union Company and materials we have filed or will file with the Securities and Exchange Commission (as well as information included in our other written or oral statements) contain or will contain certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995.
Our credit and non-credit losses have been less than 2% of our consolidated revenues in all periods presented. 59 Table of Contents FORWARD-LOOKING STATEMENTS This Annual Report on Form 10‑K of The Western Union Company and materials we have filed or will file with the Securities and Exchange Commission (as well as information included in our other written or oral statements) contain or will contain certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995.
As of December 31, 2024, a hypothetical uniform 10% strengthening or weakening in the value of the United States dollar relative to all other currencies in which our net income is generated would have resulted in a decrease/increase to pre-tax annual income of approximately $18 million, based on our forecast of unhedged exposure to foreign currency at that date.
As of December 31, 2025, a hypothetical uniform 10% strengthening or weakening in the value of the United States dollar relative to all other currencies in which our net income is generated would have resulted in a decrease/increase to pre-tax annual income of approximately $40 million, based on our forecast of unhedged exposure to foreign currency at that date.
We use contracts with maturities of up to 36 months at inception to mitigate some of the impact that changes in foreign currency exchange rates could have on forecasted revenues, with a targeted weighted-average maturity of approximately one year. We believe the use of longer-term foreign currency forward contracts provides predictability of future cash flows from our international operations.
We use contracts with maturities of up to 36 months at inception to mitigate some of the impact that changes in foreign currency exchange rates could have on forecasted revenues, with a targeted weighted-average maturity of one to two years. We believe the use of longer-term foreign currency forward contracts provides predictability of future cash flows from our international operations.
As of December 31, 2024, borrowings of $800 million under our Term Loan Facility were subject to floating interest rates. The interest on these borrowings was calculated using a selected SOFR plus an interest rate margin of 1.35%. Borrowings under our commercial paper program mature in such a short period that the financing is effectively floating rate.
As of December 31, 2025, borrowings of $800 million under our Term Loan Facility were subject to floating interest rates. The interest on these borrowings was calculated using a selected SOFR plus an interest rate margin. Borrowings under our commercial paper program mature in such a short period that the financing is effectively floating rate.
The same 100 basis point increase/decrease in interest rates, if applied to our cash and investment balances on December 31, 2024 that bear interest at floating rates, would result in an offsetting increase/decrease to annual pre-tax income of approximately $15 million.
The same 100 basis point increase/decrease in interest rates, if applied to our cash and investment balances on December 31, 2025 that bear interest at floating rates, would result in an offsetting increase/decrease to annual pre-tax income of approximately $10 million.
A hypothetical 100 basis point increase/decrease in interest rates would result in a decrease/increase to annual pre-tax income of approximately $8 million based on borrowings that are sensitive to interest rate fluctuations, net of the impact of hedges, on December 31, 2024.
A hypothetical 100 basis point increase/decrease in interest rates would result in a decrease/increase to annual pre-tax income of approximately $12 million based on borrowings that are sensitive to interest rate fluctuations, net of the impact of hedges, on December 31, 2025.
As a result, the analysis is unable to reflect the potential effects of more complex market changes that could arise, which may positively or negatively affect income. 56 Table of Contents Interest Rates We invest in several types of interest-bearing assets, with a total value as of December 31, 2024 of approximately $2.8 billion.
As a result, the analysis is unable to reflect the potential effects of more complex market changes that could arise, which may positively or negatively affect income. 57 Table of Contents Interest Rates We invest in several types of interest-bearing assets, with a total value as of December 31, 2025 of approximately $2.4 billion.
Approximately $1.5 billion of these assets bear interest at floating rates. These assets primarily include cash in banks, money market investments, and state and municipal variable-rate securities and are included in our Consolidated Balance Sheets within Cash and cash equivalents and Settlement assets.
Approximately $1.0 billion of these assets bear interest at floating rates. These assets primarily include cash in banks and money market investments and are included in our Consolidated Balance Sheets within Cash and cash equivalents and Settlement assets.
In addition, we are exposed to losses directly from consumer transactions, particularly through our digital channels, where transactions are originated through means other than cash 57 Table of Contents and are therefore subject to “chargebacks,” insufficient funds, or other collection impediments, such as fraud, which are anticipated to increase as digital channels become a greater proportion of our money transfer business.
In addition, we are exposed to non-credit losses directly from 58 Table of Contents consumer transactions, particularly through our digital channels, where transactions are originated through means other than cash and are therefore subject to “chargebacks,” insufficient funds, or other collection impediments, such as fraud.
As of December 31, 2024, there were no outstanding borrowings under our commercial paper program. We review our overall exposure to floating and fixed rates by evaluating our net asset or liability position and the duration of each individual position. We manage this mix of fixed versus floating exposure in an attempt to minimize risk, reduce costs, and improve returns.
As of December 31, 2025, there was $392 million in outstanding borrowings under our commercial paper program. We review our overall exposure to floating and fixed rates by evaluating our net asset or liability position and the duration of each individual position.
Our exposure to interest rates can be modified by changing the mix of our interest-bearing assets as well as adjusting the mix of fixed versus floating rate debt. The latter is accomplished primarily through the use of interest rate swaps and the decision regarding terms of any new debt issuances (i.e., fixed versus floating).
The latter is accomplished primarily through the use of interest rate swaps and the decision regarding terms of any new debt issuances (i.e., fixed versus floating).
Added
We manage this mix of fixed versus floating exposure in an attempt to minimize risk, reduce costs, and improve returns. Our exposure to interest rates can be modified by changing the mix of our interest-bearing assets as well as adjusting the mix of fixed versus floating rate debt.

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