Common stock, no par value
- Symbol
- GPN
- Exchange
- NYSE
- Classification
- COMMON
- Status
- Current
Current Report · Items 1.01, 2.01, 3.02, 7.01, 9.01 · 8-K
Global Payments, Inc.
GPNNYSEEQUITYCurrent
Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Unregistered Sales of Equity Securities · Regulation FD Disclosure
Item 1.01. Entry into a Material Definitive Agreement. Shareholders Agreement As a result of the Transactions, GTCR now holds approximately 15.45% of the outstanding shares of Global Payments Common Stock based upon the outstanding shares of Global Payments Common Stock as of December 31, 2025. At the Closing, Global Payments and GTCR entered into a shareholders agreement (the “Shareholders Agreement”).…
Company context
Global Payments (NYSE: GPN) is a leading payment technology and software company that powers commerce for businesses of all sizes worldwide. We help businesses grow with confidence by delivering innovative solutions that enable seamless payment acceptance, smarter operations and exceptional client experiences - online, in store and everywhere in between. With its global reach, local expertise and scale, Global Payments manages trillions in payments volume and billions of transactions across more than 175 countries. Headquartered in Atlanta, Georgia, Global Payments is a Fortune 500® company and a member of the S&P 500. Learn more at company.globalpayments.com.
Current securities
Registered securities in this filing
Global Payments Inc. · 8-K · Filed 2026-01-12
4.875% Senior Notes due 2031
- Symbol
- GPN31A
- Exchange
- NYSE
- Classification
- DEBT
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Shareholders Agreement
As a result of the Transactions, GTCR now holds approximately
15.45% of the outstanding shares of Global Payments Common Stock based upon the outstanding shares of Global Payments Common Stock
as of December 31, 2025. At the Closing, Global Payments and GTCR entered into a shareholders agreement (the “Shareholders
Agreement”). Under the Shareholders Agreement, GTCR is subject to a lock-up (subject to certain exceptions) with respect to
the transfer of the Stock Consideration, with 35% of the Stock Consideration released from the lock-up 12 months after the Closing,
an additional 15% of the Stock Consideration released from the lock-up 15 months after the Closing, and the remaining
Stock Consideration released from the lock-up 18 months after the Closing.
In addition, GTCR has agreed to certain standstill obligations, including
that for so long as GTCR beneficially owns more than 5% of the voting securities of Global Payments, GTCR may not acquire any additional
voting securities (or securities that are convertible, exchangeable or exercisable for or into voting securities) of Global Payments,
subject to certain exceptions. The Shareholders Agreement also provides GTCR with customary information rights.
The Shareholders Agreement further includes certain preemptive rights
in favor of GTCR and its affiliates, providing that in the event that Global Payments proposes to issue any voting securities (or securities
that are convertible, exchangeable or exercisable for or into voting securities) to certain specified shareholders, GTCR affiliates will
have the right to purchase up to their pro rata share of such securities. These preemptive rights are subject to customary exceptions.
The foregoing description of the Shareholders Agreement does not purport
to be complete and is qualified in its entirety by the full text of the Shareholders Agreement, a copy of which is filed as Exhibit 4.1
to this Current Report on Form 8-K and is incorporated by reference herein.
Registration Rights Agreement
At the Closing, Global Payments and GTCR entered into a registration
rights agreement (the “Registration Rights Agreement”). The Registration Rights Agreement provides GTCR with certain registration
rights, including shelf, demand and customary piggyback registration rights, relating to the Stock Consideration and contains customary
indemnification obligations.
The foregoing description of the Registration Rights Agreement does
not purport to be complete and is qualified in its entirety by the full text of the Registration Rights Agreement, a copy of which is
filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 2.01Item 2.01 - Completion of Acquisition
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth under the Introductory Note of this Current
Report on Form 8-K is incorporated by reference herein.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02. Unregistered Sale of Equity Securities.
The information set forth under the Introductory Note of this Current
Report on Form 8-K is incorporated by reference herein. On January 9, 2026, Global Payments issued the Stock Consideration to GTCR in
a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On January 12, 2026, Global Payments issued a press release announcing
the closing of the Transactions. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
by reference herein.
The information contained in this Item 7.01, including Exhibit 99.1,
is being furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall
it be deemed incorporated by reference into any of Global Payments’ filings under the Securities Act, except as expressly set forth
by specific reference in such filing.
Filed exhibits (3)
EX-4.1 2 tm262856d1_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 SHAREHOLDERS AGREEMENT Dated as of January 9, 2026 TABLE OF CONTENTS Page ARTICLE I CONFIDENTIALITY 2 1.1 Confidentiality 2 ARTICLE II TRANSFERS; 4 STANDSTILL PROVISIONS; INFORMATION RIGHTS; PREEMPTIVE RIGHTS 2.1 Transfer Restrictions 4 2.2 Standstill Provisions 8 2.3 Information Rights 10 2.4 Preemptive Rights 10 ARTICLE III REPRESENTATIONS 12 AND WARRANTIES …
Open exhibit ↗EX-4.2 3 tm262856d1_ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 Execution Version GLOBAL PAYMENTS INC. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made as of January 9, 2026 between Global Payments Inc., a Georgia corporation (the “Company”), and GTCR W Aggregator LP, a Delaware limited partnership (the “Chicago Aggregator”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto. WHEREAS, certain of the parties to this Agreement are parties to a Transaction Agreement, dated as of April 17, 2025 (the “Transaction Agreement”), pursuant to which, among other things, the Company issued its Common Equity to the Chicago Aggregator and certain other direct and indirect equityholders of Washington (as defined in the Transaction Agreement) at the Closing (as defined in the Transaction Agreement), which Common Equity (to the extent not issued directly to the Chicago Aggregator) was immediately thereafter contributed to the Chicago Aggregator (such Common Equity, the “Transaction Common Equity”); WHEREAS, in order to induce the Chicago Aggregator and certain other direct and indire…
Open exhibit ↗EX-99.1 4 tm262856d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Investor Contact: Media Contact: Nate Rozof Matt Cochran investor.relations@globalpay.com media.relations@globalpay.com Global Payments Completes Acquisition of Worldpay and Divestiture of Issuer Solutions Business, Creating Leading Pure-Play Commerce Solutions Provider Transaction strengthens Global Payments’ capabilities and scale across payment technology and software solutions for merchants of all sizes Combines complementary solutions and differentiated product offerings while enabling investment of over $1 billion annually Increases global reach, expands distribution channels and deepens local market presence and expertise ───────────────────────────────────────────────────────────────────────────────────────────────────────── Integration unites payments and software expertise from both organizations to accelerate innovation, enhance the product portfolio and unlock synergies ATLANTA - January 12, 2026 7:00am ET - Global Payments Inc. (NYSE: GPN), a leading worldwide provider of payment technology and software solutions, today announced …
Open exhibit ↗