The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information presented in our unaudited condensed consolidated financial statements and the related notes and other financial data included elsewhere in this Quarterly Report on Form 10-Q (“Quarterly Report”), as well as our audited consolidated financial statements and related notes as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 27, 2026 (the “2025 Form 10-K”). In addition to historical information, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources, that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include those identified below and those described in “Cautionary Note Regarding Forward-Looking Statements,” and “Risk Factors” in Part I, Item 1A. of our 2025 Form 10-K. We assume no obligation to update any of these forward-looking statements. As used in this Quarterly Report, unless the context otherwise requires, references to: •“we,” “us,” “our,” the “Company,” “Shift4” and similar references refer to Shift4 Payments, Inc. and, unless otherwise stated, all of its subsidiaries. •“Continuing Equity Owners” refers collectively to Rook and Searchlight Capital Partners, L.P., a Delaware limited partnership, and certain of its affiliated funds. •“LLC Interests” refers to the common units of Shift4 Payments, LLC. •“Founder” refers to Jared Isaacman, our Founder, former Chief Executive Officer, former Executive Chairman, and the sole stockholder of Rook. •“Simplification Transactions” refer to certain organizational transactions that we effected in connection with the collapse of our Up-C structure and conversion of our Founder’s and Rook’s share of Class B and Class C common stock to Class A common stock in February 2026. •“Rook” refers to Rook Holdings Inc., a Delaware corporation wholly-owned by our Founder and for which our Founder is the sole stockholder. Overview At Shift4, our mission is to power the experience economy by enabling businesses to deliver the moments that matter. We are a leading independent provider of software, payment processing, tax-free shopping (“TFS”), and dynamic currency conversion services. You will find our technology in restaurants, hotels, stadiums, theme parks, luxury retailers and many other businesses who seek to deliver a world-class experience to their customers. In that capacity, we facilitate billions of transactions annually for hundreds of thousands of businesses in virtually every industry. We achieved our leadership position through decades of problem solving and constant technological evolution. Our merchants range in size from small owner-operated local businesses to multinational enterprises conducting commerce globally. Pending Acquisition In August 2026, we signed a definitive agreement to acquire 100% of an account-to-account payments company for an initial payment of approximately $143 million of cash. The terms and conditions also include contingent consideration of up to $173 million, resulting in an aggregate maximum consideration of approximately $316 million. The acquisition is expected to close in the second half of 2026, subject to customary regulatory approvals. Key Financial Definitions The following briefly describes the components of revenue and expenses as presented in the accompanying unaudited Condensed Consolidated Statements of Operations. Gross revenue consists of payments-based revenue, TFS revenue, and subscription and other revenues: Payments-based revenue includes fees for payment processing and related services, and gateway services. Payment processing revenues are primarily driven as a percentage of the dollar volume of the transactions processed. They may also have a fixed fee, a minimum monthly usage fee and a fee based on transactions. Gateway services, data encryption and tokenization fees are primarily driven by per transaction fees as well as monthly usage fees. Included in payments-based revenue are fees earned from 26 Table of Contents our international payments platform, strategic enterprise merchant relationships, and alternative payments methods, including cryptocurrency, gift cards and stock donations. TFS revenue includes commissions for TFS services. TFS services commissions vary based on a number of factors such as the merchant, country and amount of purchase. Subscription and other revenue includes software as a service (“SaaS”) fees for point of sale (“POS”) systems and terminals provided to merchants. POS and terminal SaaS fees are assessed based on the type and quantity of equipment deployed to the merchant. SaaS fees also include statement fees, fees for our proprietary business intelligence software and other annual fees. Subscription and other revenues also includes revenue derived from hardware sales, software license sales, third-party residuals and fees charged for technology support. Cost of sales consists of interchange and processing fees, residual commissions, equipment and other costs of sales: Interchange and processing fees represent amounts owed to card issuing banks and assessments paid to card associations based on transaction processing volume. These also include fees incurred by third-parties for data transmission and settlement of funds, such as processors and our sponsor bank. Residual commissions represent monthly payments to third-party distribution partners. These costs are typically based on a percentage of payments-based revenue. Equipment represents our costs of devices that are sold to merchants. Other costs of sales includes amortization of internally developed capitalized software development costs, purchased capitalized software, acquired technology and capitalized customer acquisition costs. It also includes shipping and handling costs related to the delivery of devices. Capitalized software development costs are amortized using the straight-line method on a product-by-product basis over the estimated useful life of the software. Capitalized software, acquired technology and capitalized customer acquisition costs are also amortized on a straight-line basis. General and administrative expenses consist primarily of compensation, benefits and other expenses associated with corporate management, finance, sales, human resources, shared services, information technology and other activities. Revaluation of contingent liabilities represents adjustments to the fair value of contingent liabilities associated with acquisitions. Depreciation and amortization expense consists of depreciation and amortization expenses related to merchant relationships, trademarks and trade names, residual commission buyouts, equipment under lease, leasehold improvements, other intangible assets, and property and equipment. We depreciate and amortize our assets on a straight-line basis. Leasehold improvements are depreciated over the lesser of the estimated life of the leasehold improvement or the remaining lease term. Maintenance and repairs, which do not extend the useful life of the respective assets, are charged to expense as incurred. Intangible assets are amortized on a straight-line basis over their estimated useful lives which range from two years to twenty years. Professional expenses consist of costs incurred for accounting, audit, tax, legal, and consulting services. These include professional services related to acquisitions. Advertising and marketing expenses relate to costs incurred to participate in industry tradeshows and dealer conferences, advertising initiatives to build brand awareness (including sponsorships), and expenses to fulfill loyalty program rewards earned by software partners. Loss on extinguishment of debt represents the writeoff of unamortized capitalized financing costs associated with debt extinguishment. Interest income primarily consists of interest income earned on our cash and cash equivalents. Other income (expense), net primarily consists of other non-operating items. This includes transactional gains and losses related to foreign currency. Gain (loss) on investments in securities represents adjustments to the fair value of our investments in securities. Change in TRA liability represents adjustments to the TRA liability. Interest expense consists of interest costs incurred on our borrowings and amortization of capitalized financing costs. Income tax benefit (expense) represents federal, state, local and foreign income taxes. 27 Table of Contents Net income attributable to non-redeemable noncontrolling interests arises from net income from the non-owned portion of businesses where we have a controlling interest but less than 100% ownership. This includes the following: •the noncontrolling interests in Shift4 Payments, LLC and its consolidated subsidiaries, which is comprised of the income allocated to Continuing Equity Owners as a result of their proportional ownership of LLC Interests; •the noncontrolling interests in certain subsidiaries of Global Blue Group Holding AG (“Global Blue”); and •the income allocated to third-party shareholders of Vectron common stock prior to the execution of the DPLTA. Factors Impacting Our Business and Results of Operations We believe our performance depends, and will in the future depend, on many factors, including those described in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2025 Form 10-K, to which there have been no material changes, except that geopolitical and global trade tensions, as well as military conflicts, have resulted in travel disruptions and have impacted economic conditions and resulting consumer spending trends. Comparison of Results for the Three Months Ended June 30, 2026 and 2025 The following table sets forth the condensed consolidated statements of operations for the periods presented: Three Months Ended June 30, (in millions) 2026 2025 $ change Payments-based revenue $ 1,073 $ 868 $ 205 TFS revenue 117 — 117 Subscription and other revenue 105 98 7 Gross revenue 1,295 966 329 Network fees (671) (553) (118) Other costs of sales (exclusive of certain depreciation and amortization expense shown separately below) (178) (121) (57) General and administrative expenses (231) (131) (100) Revaluation of contingent liabilities — 1 (1) Depreciation and amortization expense (a) (94) (57) (37) Professional expenses (15) (15) — Advertising and marketing expenses (11) (7) (4) Income from operations 95 83 12 Loss on extinguishment of debt — (3) 3 Interest income 3 19 (16) Other income (expense), net 2 (3) 5 Gain on investments in securities 2 — 2 Change in TRA liability — (1) 1 Interest expense (65) (39) (26) Income before income taxes 37 56 (19) Income tax expense (13) (15) 2 Net income 24 41 (17) Less: Net income attributable to noncontrolling interests (2) (7) 5 Net income attributable to Shift4 Payments, Inc. $ 22 $ 34 $ (12) (a)Depreciation and amortization expense includes depreciation of equipment under lease of $26 million and $17 million for the three months ended June 30, 2026 and 2025, respectively. 28 Table of Contents Results of Operations Three months ended June 30, 2026 compared to three months ended June 30, 2025 Revenues (in millions of $USD) Gross revenue increased by $329 million, or 34%. Gross revenue is comprised of payments-based revenue, TFS revenue, and subscription and other revenue. Payments-based revenue increased by $205 million, or 24%, primarily due to: •The increase in volume of $11 billion, or 22%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, and; •our recent acquisitions. TFS revenue increased by $117 million. TFS revenue is the result of the acquisition of Global Blue in the third quarter of 2025. Subscription and other revenue increased by $7 million, or 7%. The increase in subscription and other revenue was primarily driven by the impact of recent acquisitions. Cost of Sales Three Months Ended June 30, (in millions) 2026 2025 $ Change Network fees $ (671) $ (553) $ (118) The 21% increase in network fees was primarily due to the increase in payments-based revenue. Gross revenue less network fees increased by $211 million, or 51%, primarily due to the impact of recent acquisitions, the increase in volume, and higher Subscription and other revenue. See Key Performance Indicators and Non-GAAP Measures for a discussion and reconciliation of gross revenue less network fees. Three Months Ended June 30, (in millions) 2026 2025 $ Change Other costs of sales (exclusive of certain depreciation and amortization expense) $ (178) $ (121) $ (57) The increase in other costs of sales was primarily driven by our recent acquisitions and incremental residual commissions associated with revenue growth. 29 Table of Contents Operating Expenses Three Months Ended June 30, (in millions) 2026 2025 $ Change General and administrative expenses $ (231) $ (131) $ (100) The increase in general and administrative expenses was primarily due to expenses associated with our growth, which includes the impact of our recent acquisitions. Three Months Ended June 30, (in millions) 2026 2025 $ Change Depreciation and amortization expense $ (94) $ (57) $ (37) The increase in depreciation and amortization expense was primarily due to the amortization of intangible assets recognized in connection with recent acquisitions, and increased depreciation of equipment under lease associated with our growth. Non-Operating Income & Expenses Three Months Ended June 30, (in millions) 2026 2025 $ Change Interest income $ 3 $ 19 $ (16) The decrease in interest income was primarily due to a decrease in our average interest-earning cash balance. Three Months Ended June 30, (in millions) 2026 2025 $ Change Interest expense $ (65) $ (39) $ (26) The increase in interest expense was primarily due to new debt issuances in 2025 related to the acquisition of Global Blue. Three Months Ended June 30, (in millions) 2026 2025 $ Change Income tax expense $ (13) $ (15) $ 2 The effective tax rate for the three months ended June 30, 2026 was approximately 34%, compared to the effective tax rate for the three months ended June 30, 2025 of approximately 26%. The effective tax rate for the three months ended June 30, 2026 was different than the U.S. federal statutory income tax rate of 21% primarily due to the mix of income and valuation allowances in various jurisdictions. 30 Table of Contents Comparison of Results for the Six Months Ended June 30, 2026 and 2025 The following table sets forth the consolidated statements of operations for the periods presented: Six Months Ended June 30, (in millions) 2026 2025 $ change Payments-based revenue $ 1,990 $ 1,624 $ 366 TFS revenue 219 — 219 Subscription and other revenue 207 190 17 Gross revenue 2,416 1,814 602 Network fees (1,243) (1,032) (211) Other costs of sales (exclusive of certain depreciation and amortization expense shown separately below) (335) (233) (102) General and administrative expenses (447) (284) (163) Revaluation of contingent liabilities — 4 (4) Depreciation and amortization expense (a) (188) (113) (75) Professional expenses (36) (34) (2) Advertising and marketing expenses (22) (14) (8) Income from operations 145 108 37 Loss on extinguishment of debt — (3) 3 Interest income 8 32 (24) Other expense, net — (4) 4 Gain on investments in securities 2 — 2 Change in TRA liability — 2 (2) Interest expense (130) (68) (62) Income before income taxes 25 67 (42) Income tax benefit (expense) 11 (6) 17 Net income 36 61 (25) Less: Net (income) loss attributable to non-redeemable noncontrolling interests 1 (10) 11 Net income attributable to Shift4 Payments, Inc. $ 37 $ 51 $ (14) (a)Depreciation and amortization expense includes depreciation of equipment under lease of $48 million and $33 million for the six months ended June 30, 2026 and 2025, respectively. Results of Operations Six months ended June 30, 2026 compared to six months ended June 30, 2025 Revenues (in millions of $USD) 31 Table of Contents Gross revenue increased by $602 million, or 33%. Gross revenue is comprised of payments-based revenue, TFS revenue, and subscription and other revenue. Payments-based revenue increased by $366 million, or 23%, primarily due to: •The increase in volume of $22 billion, or 23%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, and; •our recent acquisitions. TFS revenue increased by $219 million. TFS revenue is the result of the acquisition of Global Blue in the third quarter of 2025. Subscription and other revenue increased by $17 million, or 9%. The increase in subscription and other revenue was primarily driven by the impact of recent acquisitions as well as higher SaaS revenue associated with our technology solutions. Cost of Sales Six Months Ended June 30, (in millions) 2026 2025 $ Change Network fees $ (1,243) $ (1,032) $ (211) The 20% increase in network fees was primarily due to the increase in payments-based revenue. Gross revenue less network fees increased by $391 million, or 50%, primarily due to the impact of recent acquisitions, the increase in volume, and higher Subscription and other revenue. See Key Performance Indicators and Non-GAAP Measures for a discussion and reconciliation of gross revenue less network fees. Six Months Ended June 30, (in millions) 2026 2025 $ Change Other costs of sales (exclusive of certain depreciation and amortization expense) $ (335) $ (233) $ (102) The increase in other costs of sales was primarily driven by our recent acquisitions and incremental residual commissions associated with revenue growth. Operating Expenses Six Months Ended June 30, (in millions) 2026 2025 $ Change General and administrative expenses $ (447) $ (284) $ (163) The increase in general and administrative expenses was primarily due to expenses associated with our growth, which includes the impact of our recent acquisitions. Six Months Ended June 30, (in millions) 2026 2025 $ Change Depreciation and amortization expense $ (188) $ (113) $ (75) The increase in depreciation and amortization expense was primarily due to the amortization of intangible assets recognized in connection with recent acquisitions, and increased depreciation of equipment under lease associated with our growth. Six Months Ended June 30, (in millions) 2026 2025 $ Change Advertising and marketing expenses $ (22) $ (14) $ (8) The increase in advertising and marketing expenses was primarily due to incremental brand awareness costs. 32 Table of Contents Six Months Ended June 30, (in millions) 2026 2025 $ Change Interest income $ 8 $ 32 $ (24) The decrease in interest income was primarily due to a decrease in our average interest-earning cash balance. Six Months Ended June 30, (in millions) 2026 2025 $ Change Interest expense $ (130) $ (68) $ (62) The increase in interest expense was primarily due to new debt issuances in 2025 related to the acquisition of Global Blue. Six Months Ended June 30, (in millions) 2026 2025 $ Change Income tax benefit (expense) $ 11 $ (6) $ 17 The effective tax rate for the six months ended June 30, 2026 was approximately (42)%, compared to the effective tax rate for the six months ended June 30, 2025 of approximately 10%. The income tax benefit for the six months ended June 30, 2026 was primarily due to a discrete tax benefit resulting from the Simplification Transactions and the mix of income and valuation allowances in various jurisdictions. Key Performance Indicators and Non-GAAP Measures The following table sets forth our key performance indicators and non-GAAP measures for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Volume (in billions) $ 61 $ 50 $ 117 $ 95 Gross revenue less network fees (in millions) $ 624 $ 413 $ 1,173 $ 782 EBITDA (in millions) $ 238 $ 164 $ 421 $ 276 Adjusted EBITDA (in millions) $ 284 $ 205 $ 518 $ 373 Volume Volume is defined as the total dollar amount of payments that we deliver for settlement on behalf of our merchants. Included in volume are dollars routed via our international payments platform, alternative payment methods, including cryptocurrency, stored value, gift cards and stock donations, plus volume we route to third party merchant acquirers on behalf of strategic enterprise merchant relationships. We do maintain transaction processing on certain legacy platforms that are not defined as volume. Gross revenue less network fees, EBITDA and Adjusted EBITDA We use supplemental measures of our performance which are derived from our consolidated financial information but which are not presented in our unaudited condensed consolidated financial statements prepared in accordance with GAAP. These non-GAAP financial measures include: gross revenue less network fees, which includes interchange and assessment fees; earnings before interest expense, interest income, income taxes, depreciation, and amortization (“EBITDA”); and Adjusted EBITDA. Gross revenue less network fees represents a key performance metric that management uses to measure changes in the mix and value derived from our customer base as we continue to execute our strategy to expand our reach to serve larger, complex merchants. 33 Table of Contents Adjusted EBITDA is the primary financial performance measure used by management to evaluate its business and monitor results of operations. Adjusted EBITDA represents EBITDA further adjusted for certain non-cash and other nonrecurring items that management believes are not indicative of ongoing operations. These adjustments include acquisition, restructuring and integration costs, revaluation of contingent liabilities, loss on extinguishment of debt, change in TRA liability, equity-based compensation expense, and foreign exchange and other nonrecurring items. The financial impact of certain elements of these activities is often significant to our overall financial performance and can adversely affect the comparability of our operating results and investors’ ability to analyze the business from period to period. We use non-GAAP financial measures to supplement financial information presented on a GAAP basis. We believe that excluding certain items from our GAAP results allows management to better understand our consolidated financial performance from period to period and better project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP financial measures provide our stakeholders with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period to period comparisons. There are limitations to the use of the non-GAAP financial measures presented in this Quarterly Report. Our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes. The non-GAAP financial measures are not meant to be considered as indicators of performance in isolation from, or as a substitute for, financial information prepared in accordance with GAAP, and should be read only in conjunction with financial information presented on a GAAP basis. Reconciliations of gross revenue less network fees, EBITDA and Adjusted EBITDA to its most directly comparable GAAP financial measure are presented below. We encourage you to review the reconciliations in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future periods, we may exclude such items and may incur income and expenses similar to these excluded items. Reconciliations of gross revenue less network fees, EBITDA and Adjusted EBITDA The tables below provide reconciliations of gross profit to gross revenue less network fees and net income on a consolidated basis for the periods presented to EBITDA and Adjusted EBITDA. Gross revenue less network fees: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2026 2025 2026 2025 Gross revenue $ 1,295 $ 966 $ 2,416 $ 1,814 Less: Network fees (671) (553) (1,243) (1,032) Less: Other costs of sales (exclusive of depreciation of equipment under lease) (178) (121) (335) (233) Less: Depreciation of equipment under lease (26) (17) (48) (33) Gross profit (a) $ 420 $ 275 $ 790 $ 516 Gross profit (a) $ 420 $ 275 $ 790 $ 516 Add back: Other costs of sales 178 121 335 233 Add back: Depreciation of equipment under lease 26 17 48 33 Gross revenue less network fees $ 624 $ 413 $ 1,173 $ 782 (a)The determination of gross profit is inclusive of depreciation of equipment under lease that is included in Depreciation and amortization expense in the unaudited Condensed Consolidated Statements of Operations. The table reflects the determination of gross profit for all periods presented. Although gross profit is not presented on the unaudited Condensed Consolidated Statements of Operations, it represents the most comparable metric calculated under U.S. GAAP to non-GAAP gross revenues less network fees. 34 Table of Contents EBITDA and Adjusted EBITDA: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2026 2025 2026 2025 Net income $ 24 $ 41 $ 36 $ 61 Interest expense 65 39 130 68 Interest income (3) (19) (8) (32) Income tax benefit 13 15 (11) 6 Depreciation and amortization 139 88 274 173 EBITDA 238 164 421 276 Acquisition, restructuring and integration costs (a) 15 11 38 38 Revaluation of contingent liabilities (b) — (1) — (4) Loss on extinguishment of debt — 3 — 3 Gain on investments in securities (2) — (2) — Change in TRA liability (c) — 1 — (2) Equity-based compensation (d) 31 15 48 42 Foreign exchange and other nonrecurring items (e) 2 12 13 20 Adjusted EBITDA $ 284 $ 205 $ 518 $ 373 (a)For the three months ended June 30, 2026, consisted of $13 million of restructuring, integration and other costs and $2 million of acquisition-related professional costs. For the six months ended June 30, 2026, consisted of $30 million of restructuring, integration and other costs and $8 million of acquisition-related professional costs. For the three months ended June 30, 2025, consisted of $6 million of acquisition-related professional costs and $5 million of restructuring, integration and other costs. For the six months ended June 30, 2025, consisted of $20 million of acquisition-related professional costs and $18 million of restructuring, integration and other costs. (b)Consisted of fair value adjustments to contingent liabilities arising from acquisitions. (c)See Note 16 - Income Taxes to the accompanying unaudited condensed consolidated financial statements for more information on the TRA. (d)Consisted of equity-based compensation expense for RSUs and PRSUs, including employer taxes for vested RSUs and PRSUs. See Note 13 - Equity-based Compensation to the accompanying unaudited condensed consolidated financial statements for more information on equity-based compensation. We exclude noncash equity-based compensation charges and additional Federal Insurance Contribution Act (“FICA”) and related payroll tax expense incurred when employees vest in restricted stock awards. Although noncash equity-based compensation and the additional FICA and related payroll tax expenses are necessary to attract and retain employees, we place our primary emphasis on stockholder dilution as compared to the accounting charges related to such equity-based compensation plans. (e)For the three months ended June 30, 2026, consisted of $3 million of expenses related to non-routine matters and $1 million of expenses related to the non-routine upgrade of our IT systems, partially offset by $2 million of foreign exchange-related gains. For the six months ended June 30, 2026, consisted of $9 million of expenses related to non-routine matters and $4 million of expenses related to the non-routine upgrade of our IT systems. For the three months ended June 30, 2025, consisted of $7 million of expenses related to non-routine matters, $3 million of expenses related to the non-routine upgrade of our IT systems, and $2 million of foreign exchange-related losses. For the six months ended June 30, 2025, consisted of $10 million of expenses related to non-routine matters, $6 million of expenses related to the non-routine upgrade of our IT systems, and $4 million of foreign exchange-related losses. Liquidity and Capital Resources Overview We have historically sourced our liquidity requirements primarily with cash flows from operations and, when needed, with debt or equity financing. The principal uses for liquidity have been acquisitions, capital expenditures, share repurchases and debt service. As of June 30, 2026, our cash and cash equivalents balance was $356 million. In addition, “Settlement assets” include $405 million of cash that will be used to settle merchant liabilities. The cash included within Settlement assets is typically paid to merchants within a few days of receipt in order to settle related liabilities. While we intend to pay quarterly cash dividends on our 6.00% Series A Mandatory Convertible Preferred Stock (“Preferred Stock”), we do not intend to pay cash dividends on our Class A common stock in the foreseeable future. Shift4 Payments, Inc. is a holding company that does not conduct any business operations of its own. As a result, Shift4 Payments, Inc.’s ability to pay cash dividends on its common stock, if any, is dependent upon cash dividends and distributions and other transfers from Shift4 Payments, LLC. The amounts available to Shift4 Payments, Inc. to pay cash dividends are subject to the covenants and distribution restrictions in its subsidiaries’ agreements governing its indebtedness, including covenants in such agreements providing that the payments of dividends or other distributions are subject to annual limitations based on our market capitalization. 35 Table of Contents The following table sets forth summary cash flow information for the periods presented: Six Months Ended June 30, (in millions) 2026 2025 Net cash provided by operating activities $ 197 $ 238 Net cash used in investing activities (89) (132) Net cash provided by (used in) financing activities (518) 1,626 Effect of exchange rate changes on cash and cash equivalents (14) 82 Net increase (decrease) in cash and cash equivalents $ (424) $ 1,814 Operating activities Net cash provided by operating activities consists of net income adjusted for certain non-cash items and changes in other assets and liabilities. For the six months ended June 30, 2026, net cash provided by operating activities of $197 million was primarily a result of net income of $36 million, adjusted for non-cash depreciation and amortization of $274 million, equity-based compensation of $47 million, and provision for bad debts of $13 million, partially offset by deferred income taxes of $(21) million and an impact from working capital items of $(152) million. For the six months ended June 30, 2025, net cash provided by operating activities of $238 million was primarily a result of net income of $61 million, adjusted for non-cash depreciation and amortization of $173 million, equity-based compensation of $41 million, amortization of capitalized financing costs, net of premium accretion of $9 million, and provision for bad debts of $6 million, partially offset by deferred income taxes of $(21) million and an impact from working capital items of $(32) million. Investing activities Net cash used in investing activities includes cash paid for acquisitions, deposits made with our sponsor bank under our Settlement Line Credit Agreement (the “Settlement Line Agreement”), residual commission buyouts, purchases of equipment to be leased, purchases of property and equipment, purchases of intangible assets, investments in securities, and capitalized software development costs. Net cash used in investing activities was $89 million for the six months ended June 30, 2026, a decrease of $43 million compared to net cash used in investing activities of $132 million for the six months ended June 30, 2025. This decrease was primarily the result of $185 million of settlement cash acquired from Bambora in March 2026 and a $10 million decrease in deposits made with our sponsor bank, partially offset by a $110 million increase in net cash paid for acquisitions (excluding settlement cash), a $23 million increase in capitalized software development costs, and a $10 million increase in acquisitions of property and equipment. Financing activities Net cash used in financing activities was $518 million for the six months ended June 30, 2026, an increase of $2,144 million compared to net cash provided by financing activities of $1,626 million for the six months ended June 30, 2025. This increase was primarily due to $2.3 billion of gross proceeds received from debt and equity issuances in 2025, a $173 million increase in payments for the repurchase of common stock, a $122 million increase in distributions to noncontrolling interests, and a $31 million increase in preferred dividends paid, partially offset by the $450 million repayment of our 2026 Senior Notes in 2025 and a $42 million decrease in deferred financing costs. Settlement assets includes both cash and receivables from card networks. From period to period, the mix of cash and receivables included in Settlement assets may change, driving increases or decreases in financing cash flow. Debt As of June 30, 2026, we had $4,549 million total principal amount of debt outstanding, including $633 million of 2027 Convertible Notes, $1,650 million of 2032 Senior Notes, $1,271 million of 2033 Euro Notes, and $995 million of principal outstanding on the Term Loan Facility. As of December 31, 2025, we had $4,589 million total principal amount of debt outstanding, including $633 million of 2027 Convertible Notes, $1,650 million of 2032 Senior Notes, $1,309 million of 2033 Euro Notes, and $997 million of principal outstanding on the Term Loan Facility. 36 Table of Contents Credit Facilities As of June 30, 2026, there were no borrowings outstanding under the Revolving Credit Facility, and the borrowing capacity on the Revolving Credit Facility was $550 million. Settlement Line Agreement We have a Settlement Line Agreement with an aggregate available amount of up to $125 million. As of June 30, 2026, borrowings against the Settlement Line amounted to $106 million which have been deposited in an account owned and controlled by Citizens. The deposit and borrowing have been netted on our unaudited Condensed Consolidated Balance Sheets because a right of offset exists and the parties intend to net settle. Covenants We expect to be in compliance with all financial covenants for at least 12 months following the issuance of this Quarterly Report. Stock repurchases In November 2025, the Board authorized a new stock repurchase program, replacing the prior program, pursuant to which we are authorized to repurchase up to $1.0 billion of shares of our Class A common stock through December 31, 2026. During the six months ended June 30, 2026, we repurchased 6,137,541 shares of Class A common stock for $320 million, including commissions, at an average price of $52.17 per share. As of June 30, 2026, $375 million remained available for stock repurchases. Cash Requirements We believe that our cash and cash equivalents and future cash flow from operations will be sufficient to fund our operating expenses, interest payments, and capital expenditure requirements for at least the next twelve months and into the foreseeable future based on our current operating plan. Our material cash requirements include the following contractual obligations: Debt As of June 30, 2026, we had $4,549 million of debt principal outstanding, with $10 million payable within twelve months, and future interest payments, at current interest rates, associated with the outstanding debt totaled $1,556 million, with $242 million payable within twelve months. Preferred Stock Obligations As of June 30, 2026, we had 10,423,296 shares of our Preferred Stock outstanding, with an aggregate liquidation preference of approximately $1.0 billion. Dividends on the Preferred Stock are cumulative and accrue at an annual rate of 6.00% on the liquidation preference, payable quarterly in arrears, when and if declared by our Board. Subject to declaration, expected cash dividend payments on the preferred stock total $63 million over the next twelve months. Contingent Liabilities As of June 30, 2026, the fair value of contingent liabilities to potentially be paid out in cash was $13 million, with $9 million payable within twelve months. As of June 30, 2026, the maximum amount of contingent liabilities to potentially be paid out in cash was $22 million, with $13 million payable within twelve months. Critical Accounting Estimates Our discussion and analysis of our historical financial condition and results of operations for the periods described is based on our audited consolidated financial statements, and our accompanying unaudited condensed consolidated financial statements, each of which have been prepared in accordance with U.S. GAAP. The preparation of these historical financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments in certain circumstances that affect the reported amounts of assets, liabilities and contingencies as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. We evaluate our assumptions and estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. GAAP and does not require management’s judgment in its application, while in other cases, significant judgment is required in selecting among available alternative accounting standards that allow different accounting treatment for similar transactions. We consider these policies requiring significant management judgment to be critical accounting policies, which are: 37 Table of Contents •Revenue recognition; •Business combinations and the valuation of acquired assets and liabilities; •Impairment assessments; and •Income taxes. There have been no material changes to our critical accounting estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.