PSFE

We are exposed to the market risks described in “Risk Factors,” “Forward-Looking Statements” and elsewhere in this annual report. We are also exposed to a variety of risks in the ordinary course of our business, including foreign currency exchange risk, interest rate risk, customer and credit risk and liquidity risk. We regularly assess each of these risks to minimize any adverse effects on our business as a result of those factors. The information pertaining to quantitative and qualitative disclosures about market risk is set forth in “Item 5. Operating and Financial Review and Prospects— Quantitative and Qualitative Disclosure about Market Risk” of this Report.

A. [Reserved] B. Capitalization and Indebtedness The following section summarizes the terms of our principal indebtedness. Credit Facilities On June 28, 2021, Paysafe entered into a Senior Facilities Agreement (the “2021 Senior Facilities”) and issued Senior Secured Notes (the “2021 Secured Notes”). As of December 31, 2025, the 2021 Senior Facilities and 2021 Secured Notes consist of the following: •$305.0 million senior secured revolving credit facility (the “Revolving Credit Facility”), the maturity date of which is December 28, 2027; •$1,018 million first lien term loan facility (the “USD First Lien Term Loan”) of which $819 million was outstanding as of December 31, 2025 and €710 million first lien term loan facility (the "EUR First Lien Term Loan") of which €586 million was outstanding at December 31, 2025 (the "EUR First Lien Term Loan" and, together with the USD First Lien Term Loan, the “First Lien Term Loan”), the maturity date of which is June 28, 2028; •$400.0 million Senior Secured Notes (the “USD Notes”) of which $337 million was outstanding at December 31, 2025 and €435 million Senior Secured Notes (the "EUR Notes") of which €421 million was outstanding at December 31, 2025 (the EUR Notes and, together with the USD Notes, the “Senior Secured Notes”), the maturity date of which is June 15, 2029. In addition, the 2021 Senior Facilities provide that Paysafe Holdings II has the right at any time, subject to customary conditions, to request incremental term loans or incremental revolving credit commitments in an aggregate principal amount of up to (a) the greater of (1) $430.0 million and (2) an amount equal to 100% of Paysafe Holdings II’s trailing twelve-month consolidated EBITDA (as such term is defined in the credit agreement) at the time of determination plus (b) an amount equal to all voluntary prepayments, repurchases, redemptions and other retirements of the term loans under the credit agreements and certain other incremental equivalent debt and permanent revolving credit commitment reductions under the credit agreements, in each case prior to or simultaneous with the date of any such incurrence (to the extent not funded with the proceeds of long-term debt other than revolving loans) plus (c) an additional unlimited amount so long as Paysafe Holdings II (I) in the case of incremental indebtedness that is secured by the collateral under the credit agreements on a pari passu basis with the First Lien Term Loan, does not exceed a specified pro forma first lien net leverage ratio, and (II) in the case of unsecured incremental indebtedness (or indebtedness not secured by all or a portion of the collateral securing the 2021 Senior Facilities), either does not exceed a specified total net leverage ratio or satisfies a specified fixed charge coverage ratio. The lenders under the 2021 Senior Facilities are not under any obligation to provide any such incremental loans or commitments, and any such addition of or increase in loans will be subject to certain customary conditions precedent and other provisions. Paysafe Finance PLC and Paysafe Holdings (US) Corp., collectively referred to in this section as the “First Lien Term Loan Borrowers,” are the borrowers under the First Lien Term Loan. Paysafe Holdings UK Limited, Paysafe Holdings (US) Corp. and Paysafe Payment Processing Solutions LLC (referred to in this section as the “Revolving Credit Borrowers”) are the borrowers under the First Lien Revolving Credit Facility. The First Lien Term Loan Borrowers and the Revolving Credit Borrowers are collectively referred to in this section as the “Borrowers.” Interest Rate and Fees 1 Borrowings under the USD First Lien Term Loan bear interest at a rate per annum equal to USD SOFR, determined in accordance with the credit agreements (including a floor of 0.50% per annum), plus the applicable margin (which is currently 2.75%) and credit spread adjustment ("CSA"). During 2023, the reference rate on USD Term loans transitioned from LIBOR to SOFR due to the discontinuation of USD LIBOR. While LIBOR and SOFR historically trend together, LIBOR is generally higher than SOFR. Due to the difference in these rates, the Alternative Reference Rates Committee ("ARRC") has recommended that a credit spread adjustment be added to SOFR to compensate for the difference between the two rates. Borrowings under the EUR First Lien Term Loan bear interest at a rate per annum equal to EURIBOR, determined in accordance with the credit agreements (including a floor of 0.00% per annum), plus the applicable margin (which is currently 3.00%). The USD Notes and EUR Notes carry a coupon of 4.00% and 3.00% respectively, payable semi-annually. Borrowings under the First Lien Revolving Credit Facility bear interest at a rate equal to SOFR, EURIBOR or equivalent (as applicable), determined in accordance with the 2021 Senior Facilities Agreement (including a floor of 0.00% per annum), plus the applicable margin (which is currently 2.25%). The applicable margin for the 2021 Senior Facilities is subject to adjustment based on Paysafe Holdings II’s consolidated first lien net leverage ratio. In addition to paying interest on outstanding principal under the 2021 Senior Facilities, Paysafe Holdings II will continue to be required to pay a commitment fee to the lenders under the First Lien Revolving Credit Facility in an amount equal to 30% of the applicable margin in respect of the First Lien Revolving Credit Facility multiplied by the aggregate undrawn commitments under the First Lien Revolving Credit Facility, payable quarterly in arrears. Paysafe Holdings II will also continue to be required to pay customary letter of credit fees and annual agency fees to the agent and security agent. Prepayments The credit agreements require Paysafe Holdings II to prepay outstanding loans under the 2021 Senior Facilities, subject to certain exceptions, with: •75% of the net cash proceeds of certain dispositions of property (which percentage may be reduced to 0% if Paysafe Holdings II achieves and maintains specified consolidated first lien net leverage ratios), subject to certain exceptions, and subject to Paysafe Holdings II’s right to reinvest the proceeds within a time period set forth in the credit agreements; and •50% of annual excess cash flow (determined in accordance with the credit agreements) commencing with the first full fiscal year completed after the closing of the 2021 Senior Facilities (which percentage may be reduced to 25% and 0% if Paysafe Holdings II achieves and maintains, as of the end of the applicable fiscal year, specified consolidated first lien net leverage ratios), subject to certain credits and exceptions. In addition, unless the lenders holding a majority of the outstanding loans and commitments under each credit agreement consent, each of the credit agreements provide that upon a change of control (determined in accordance with the credit agreements) or a sale of all or substantially all of the business and/or assets of the group, the 2021 Senior Facilities will be canceled and all amounts thereunder will become immediately due and payable. Paysafe Holdings II may elect to apply the foregoing mandatory prepayments (i) if the consolidated total net leverage ratio is less than or equal to 6.25:1.00, between the First Lien Term Loans, and the Secured Notes on a pro rata basis. The Borrowers may voluntarily, in minimum amounts set forth in the credit agreements, repay outstanding loans or reduce outstanding commitments under the 2021 Senior Facilities at any time without premium or penalty, subject to reimbursements of the lenders’ breakage costs actually incurred in the case of a prepayment of borrowings prior to the last day of the relevant interest period. Subject to the Intercreditor Agreement, the foregoing voluntary prepayments may be applied to any class of loans under the 2021 Senior Facilities as Paysafe Holdings II or the Borrowers shall direct. Amortization and Maturity The USD First Lien Term Loan amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00% of the principal amount of the USD First Lien Term Loan outstanding as of the date of the closing of the 2021 Senior Facilities, with the balance being payable at maturity on June 28, 2028. Principal amounts outstanding under the EUR First Lien Term Loan are due and payable in full at maturity on June 28, 2028. Principal amounts outstanding under the First Lien Revolving Credit Facility are due and payable in full at final maturity on December 28, 2027. Guarantees and Security 2 All obligations of the obligors under the credit agreements are unconditionally guaranteed by all guarantors under the credit agreements, such guarantors being material wholly owned direct and indirect restricted subsidiaries of Paysafe Holdings II that are organized in the UK, the United States, Canada or the jurisdiction of incorporation of any Borrower and by Paysafe Holdings II, with customary exceptions and certain agreed security principles including, among other things, where providing such guarantees is not permitted by law, regulation or contract or would result in adverse tax consequences. Subject to the Intercreditor Agreement, all obligations of the obligors under the credit agreements and the guarantees of such obligations, are secured, subject to permitted liens, certain agreed security principles and other exceptions, by: (i) a pledge of all of the shares issued by the Borrowers and each subsidiary guarantor (subject to certain exceptions), (ii) a security interest in all material intercompany loan receivables of the Borrowers and each guarantor and (iii) in the case of any obligor organized in the UK, security interests in substantially all tangible and intangible personal property (subject to certain exceptions and exclusions) and a floating charge over substantially all of the assets of the relevant obligor. Subject to certain agreed security principles, the aggregate EBITDA (determined in accordance with the credit agreements) of all guarantors as of the end of each fiscal year must not represent less than 80% of the aggregate EBITDA of Paysafe Holdings II and its restricted subsidiaries as of the end of each fiscal year. Certain Covenants and Events of Default The credit agreements contain a number of negative covenants that, among other things, restrict, subject to certain exceptions, the ability of Paysafe Holdings II and its restricted subsidiaries to: •incur additional indebtedness and make guarantees; •create liens on assets; •engage in mergers or consolidations or make fundamental changes; •sell assets; •pay dividends and distributions or repurchase their share capital; •make investments, loans and advances, including acquisitions; •engage in certain transactions with affiliates; •enter into certain burdensome agreements; •make changes in the nature of their business; and •make prepayments of junior debt. In addition, with respect to the First Lien Revolving Credit Facility, the 2021 Senior Facilities Agreement requires Paysafe Holdings II to maintain, as of the last day of each four fiscal quarter period, a maximum consolidated first lien net leverage ratio of 7.50 to 1.00 only if, as of the last day of any fiscal quarter, revolving loans under the First Lien Revolving Credit Facility are outstanding in an aggregate amount greater than 40% of the total commitments under the First Lien Revolving Credit Facility at such time. The financial maintenance covenant is subject to customary equity cure rights. The credit agreements also contain certain customary representations and warranties, affirmative covenants and events of default. If an event of default occurs, the lenders under the 2021 Senior Facilities will be entitled to take various actions, including the acceleration of amounts due under the credit agreements and all actions permitted to be taken by a secured creditor. Paysafe Payment Revolving Credit Facility Paysafe Payment Processing Solutions LLC (“PPPS”) has a credit agreement for a $75 million revolving credit facility with PNC National Bank, as administrative agent (as amended and restated on January 21, 2020, June 27, 2022 and July 15, 2024, the “Paysafe Payment Credit Agreement”). On July 15, 2024, Paysafe amended the Paysafe Payment Credit Agreement to extend the maturity from June 27, 2025 to July 15, 2027. The proceeds of the Paysafe Revolving Credit Facility may be used for working capital and other general corporate purposes, other than for the repayment of debt or for personal, family, household or agricultural purposes. 3 The Paysafe Payment Credit Agreement requires us to maintain certain financial covenants for PPPS, including a Fixed Charge Coverage Ratio of not less than 1.10 to 1.00 (or 1.25 to 1.00 on an adjusted basis), a leverage ratio not to exceed 2:00 to 1:00 and minimum liquidity of $3 million. “Fixed Charge Coverage Ratio” as defined in the agreement and in relation to PPPS means (a) EBITDA less (i) non-financed capital expenditures, (ii) tax payments, and (iii) certain restricted payments, divided by (b) the sum of (i) scheduled principal payments on funded debt, (ii) principal payments in respect of certain intercompany indebtedness , and (iii) interest expense. Interest Rate and Fees Borrowings under the Paysafe Revolving Credit Facility bear interest at a floating rate per annum which can be, at Paysafe Payment’s option, either (i) SOFR for a specified interest period plus 2.70% or (ii) U.S. Prime rate minus 0.25%. Paysafe Payment will also continue to be required to pay customary annual agency fees to the administrative agent. Prepayments The Paysafe Payment Credit Agreement requires Paysafe Payment to prepay outstanding loans under the Paysafe Revolving Credit Facility (i) immediately, if the principal amount of borrowings under the Paysafe Revolving Credit Facility exceeds the aggregate commitments thereunder or (ii) within 30 days, if the proceeds of borrowings under the Paysafe Revolving Credit Facility are used to fund certain permitted acquisitions. Paysafe Payment may voluntarily, in minimum amounts set forth in the Paysafe Payment Credit Agreement, repay outstanding loans or reduce outstanding commitments under the Paysafe Revolving Credit Facility at any time without premium or penalty. Maturity Principal amounts outstanding under the Paysafe Revolving Credit Facility are due and payable in full at maturity on July 15, 2027. Guarantees and Security All obligations of Paysafe Payment under the Paysafe Payment Credit Agreement are unconditionally guaranteed by Paysafe Holdings II. All obligations of Paysafe Payment under the Paysafe Payment Credit Agreement and the guarantees of such obligations, are secured, subject to permitted liens and other exceptions, by perfected security interests in the accounts, collateral accounts and liquid assets of Paysafe Payment, and certain contracts, documents, general intangibles, letter-of-credit rights, proceeds and records relating thereto (subject to certain exceptions and exclusions). C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors Risks Related to Paysafe’s Business and Industry Cyberattacks and security vulnerabilities could result in disruption, loss of customer and merchant funds and personal data, including financial data, as well as serious harm to our reputation, business, and financial condition. Our information technology (“IT”) security systems, software and networks and those of the customers and third parties with whom we interact may be vulnerable to unauthorized access (from the Internet, from within or by third parties), computer viruses or other malicious code, denial of service or other cybersecurity threats, which could result in the unauthorized access, loss, theft, changes to, unavailability, destruction or disclosure of confidential, proprietary, financial or personal information relating to merchants, customers and employees. Personal information includes details such as names, contact details, addresses, social security numbers, credit or debit card numbers, card expiration dates, driver’s license numbers, bank account numbers and bank routing information. Such events could result in identity theft, misuse of pin codes, the loss of card payment details that are stored on our system, and/or the loss of funds stored in customers’ wallets and prepaid cards and other monetary loss or have other material impacts on our business. We, like other financial technology organizations, as well as our customers and third parties with whom we interact, are routinely subject to cybersecurity threats and our and their technologies, IT systems and networks have faced cyberattacks in the past. 4 Third parties such as merchants, our distribution partners, our third-party payment processors and other third-party service providers and agents may also be subject to cyberattacks. We have ultimate liability to the payment networks and our partner banks for our failure or the failure of third parties with whom we contract to protect this data in accordance with payment network requirements. The loss, destruction or unauthorized modification of merchant or consumer data by us or our contracted third parties could result in significant fines, sanctions, proceedings or actions against us by governmental bodies, regulatory and supervisory bodies, the payment networks, consumers, merchants or others, and could harm our business and reputation. In addition, a breach or other cybersecurity incident at a third party with whom we interact could result in our inability to safeguard our customers' information and funds. As cybersecurity threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities. Any of the risks described above could materially adversely affect our overall business, financial condition and results of operations. Regardless of whether an actual or perceived breach is attributable to our products, such a breach could, among other things: •interrupt our operations; •result in our systems or services being unavailable; •result in improper disclosure of data; •result in a demand for a ransom payment; •materially harm our reputation and brands; •result in significant regulatory scrutiny, including enforcement action such as fines, and legal and financial exposure, •cause us to incur significant remediation costs; •lead to loss of customer confidence in, or decreased use of, our products and services; •divert the attention of management from the operation of our business; •result in significant compensation or contractual penalties from us to our customers and their business partners as a result of losses to them or claims by them; and •adversely affect our business and results of operations. In addition, a significant cybersecurity breach of our systems or communications could result in payment networks prohibiting us from processing transactions on their networks or the loss of our sponsor banks that facilitate our participation in the payment networks, either of which could materially impede our ability to conduct our business. We may also be subject to liability for claims relating to misuse of personal information, such as unauthorized marketing, or violation of data privacy laws. In addition, our agreements with our sponsor banks and our third-party payment processors (as well as payment network requirements) require us to take certain protective measures to ensure the confidentiality of merchant and consumer data. Any failure to adequately comply with these protective measures could result in fees, penalties, litigation or termination of our sponsor bank agreements. Although we generally require that our agreements with distribution partners or our service providers who may have access to merchant or consumer data include confidentiality obligations that restrict these parties from using or disclosing any merchant or consumer data except as necessary to perform their services under the applicable agreements, we cannot guarantee that these contractual measures will be followed or will be adequate to prevent the unauthorized access, use, modification, destruction or disclosure of data or allow us to seek damages from the contracted party. In addition, many of our merchants are small and medium businesses that may have fewer resources dedicated to data security and may thus experience data breaches. Any unauthorized use, modification, destruction or disclosure of data could result in protracted and costly litigation and cause us to incur significant losses. Material privacy or security incidents may trigger SEC disclosure obligations, other applicable disclosure requirements, or be disclosed publicly even if there is no legally required disclosure. Incident disclosure may increase the risks of lawsuits or government enforcement action related to incidents, increase attention from malicious actors, and lead to greater regulatory scrutiny more generally. The occurrence of any such incidents, and the related responses (if any) by regulators or third parties, may result in adverse publicity and reputational harm to us. Global and regional economic and political conditions could materially harm our business. Our operations and performance depend significantly on global and regional economic and political conditions. We have extensive international operations and our customers are residents in over 120 countries and territories. Uncertainty about global and regional economic and political events and conditions may impact our ability to conduct business in certain areas and may result in consumers and businesses postponing or lowering spending in response to, among other factors: 5 •tighter credit; •inflation; •supply chain issues; •financial market volatility; •fluctuations in foreign currency exchange rates and interest rates; •changes and uncertainties related to government fiscal and tax policies, U.S. and international trade relationships, agreements, policies, treaties and restrictive actions, including increased duties, tariffs, or other restrictive actions; •higher unemployment; •consumer debt levels or reduced consumer confidence; •complying with all applicable restrictions and sanctions that may impact our operations; •government austerity programs; •political or social unrest, economic instability, repression or human rights issues; •import or export regulations; •war and terrorism; and •other negative financial news, macroeconomic developments or pandemics. In addition, many of our merchants are small businesses and these businesses may be disproportionately adversely affected by economic downturns or conditions and may fail at a higher rate than larger or more established businesses. If spending by their customers declines, or if customer behavior is otherwise adversely impacted by rising inflation, these businesses would experience reduced sales and process fewer payments with us or, if they cease to operate, stop using our products and services altogether. Small businesses frequently have limited budgets and limited access to capital, and they may choose to allocate their spending to items other than our financial or marketing services, especially in times of economic uncertainty or in recessions. These and other global and regional economic events and conditions could have a material adverse impact on the demand for our products and services. Furthermore, any financial turmoil affecting the banking system or financial markets could cause additional consolidation of the financial services industry, significant financial service institution failures, new or incremental tightening in the credit markets, low liquidity, and extreme volatility or distress in the fixed income, credit, currency, and equity markets, which could have a material adverse impact on our results of operations, financial condition and future prospects. Catastrophic events or geopolitical conditions, including those related to regional instability, public health events such as pandemics and climate change, may adversely affect our business and financial results and damage our reputation. War, terrorism, political events, geopolitical instability, trade barriers and restrictions, public health issues, pandemics, natural disasters, or other catastrophic events have caused and could cause damage or disruption to the economy and commerce on a global, regional, or country-specific basis, which could have a material adverse effect on our business, our customers, and companies with which we do business. Such events could decrease demand for our products and services or make it difficult or impossible for us to deliver products and services to our customers. Geopolitical trends, including nationalism, protectionism, and restrictive visa requirements could limit the expansion of our business in those regions. Our business operations are subject to interruption by, among others, natural disasters, hurricanes, tornadoes, fire, power shortages, earthquakes, floods, nuclear power plant accidents, and events beyond our control such as other industrial accidents, terrorist attacks and other hostile acts, labor disputes and public health issues. A catastrophic event that results in a disruption or failure of our systems or operations could result in significant losses and require substantial recovery time and significant expenditures in order to resume or maintain operations, which could have a material adverse impact on our business, financial condition, and results of operations. The occurrence of regional epidemics or a global pandemic, such as COVID-19, may adversely affect our operations, financial condition, and results of operations. The extent to which global pandemics impact our business going forward will depend on factors such as the duration and scope of the pandemic; governmental, business, and individuals' actions in response to the pandemic; and the impact on economic activity, including the possibility of recession or financial market instability. Our merchants, particularly in industries that are most impacted by pandemics, including the retail, restaurant, hotel, hospitality, consumer discretionary and travel industries and companies whose customers operate in impacted industries, may reduce or delay their technology-driven transformation initiatives due to a pandemic, which could materially and adversely impact our business. A pandemic may also lead to slowed growth or decline in new demand for our products and services and lower demand from our existing merchants 6 for expansion within our products and services, as well as existing and potential merchants reducing or delaying purchasing decisions. We may also experience an increase in prospective merchants seeking lower prices or other more favorable contract terms and current merchants attempting to obtain concessions on the terms of existing contracts, including requests for early termination or waiver or delay of payment obligations. Such an event could adversely affect and materially adversely impact our business, results of operations and overall financial condition in future periods. Pandemics could cause our third-party service providers such as data center hosting facilities and cloud computing platform providers, which are critical to our infrastructure, to shut down their business, experience security incidents that impact our business, delay or disrupt performance or delivery of services or experience interference with the supply chain of hardware required by their systems and services, any of which could materially adversely affect our business. In addition, our technology platforms and the other systems or networks used in our business may experience an increase in attempted cyber-attacks, targeted intrusions, ransomware and phishing campaigns seeking to take advantage of shifts to employees working remotely using their household or personal internet networks as a result of a pandemic. The success of any of these unauthorized attempts could substantially impact our technology platforms, the proprietary and other confidential data contained therein or otherwise stored or processed in our operations, and ultimately our business. Any actual or perceived security incident also may cause us to incur increased expenses to improve our security controls and to remediate security vulnerabilities. Additionally, we may experience an increased volume of unanticipated customer requests for support (resulting in increased volume to our customer support and operations centers) and regulatory requests for information and support or additional regulatory requirements, which could require additional resources and costs to address. To the extent that any pandemic or other geopolitical conditions adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section. We may not be successful at acquiring, investing in or integrating businesses, entering into joint ventures or divesting businesses. We plan to pursue strategic acquisitions, investments, and joint ventures to enhance our capabilities, expand service offerings, and enter new markets. While we have successfully expanded into regions like Latin America, we may face challenges in broader plans for market growth, including difficulties identifying suitable opportunities, completing transactions, or achieving desired outcomes. Integration of acquired businesses poses risks, such as disruption of operations, resource demands, and challenges assimilating employees and cultures. We may face costs related to retention payments, severance, legal fees, and asset impairments, potentially affecting profitability. Entering unfamiliar markets or competing with established players could also limit success. There is no guarantee we will realize expected returns or strategic goals from acquisitions or joint ventures, and unforeseen liabilities or regulatory issues could arise. Litigation, tax increases, or unfavorable accounting treatments might further impact results. If we are unable to complete the number and kind of investments for which we plan, or if we are inefficient or unsuccessful at finding a suitable target or at integrating any acquired businesses into our operations, we may not be able to achieve our planned rates of growth or improve our market share, profitability or competitive position in specific markets or services. We also evaluate asset divestitures, which may disrupt operations, require management focus, or lead to financial liabilities. Pre-closing conditions or regulatory approvals could delay or prevent transactions. Divestitures may also involve continued financial involvement in or liability with respect to the divested assets and businesses, such as indemnities or other financial obligations, in which the performance of the divested assets or businesses could impact our results of operations. Any divestiture we undertake could adversely affect our results of operations. Our success depends on our relationships with banks, payment card networks, issuers and financial institutions. The nature of our business requires us to enter into numerous commercial and contractual relationships with banks, card networks, issuers and financial institutions. We depend on these relationships to operate on a day-to-day basis. If we are unsuccessful in establishing, renegotiating or maintaining mutually beneficial relationships with these parties, our business may be harmed. In the U.S. and Canada, because we are not a bank, our business is not eligible for membership in card payment networks, and we are, therefore, unable to directly access these card payment networks, which are required to process transactions. These networks’ operating regulations require us to be sponsored by a member bank in order to process electronic payment transactions. In addition, these relationships are subject to a number of risks, including the following: •loss of banking relationships: we rely on the use of numerous bank accounts in the jurisdictions in which we operate for the efficient delivery of our services. A loss of any important banking relationship could have a material effect on our business and financial performance. For example, in the past, we have experienced the loss of three important banking relationships for our Digital Wallet business, which resulted in a higher concentration risk with our remaining banking partners; 7 •new banking relationships: due to our focus on large entertainment verticals and the associated risks, there may be a long lead time associated with establishing new or replacing banking and non-bank payment partner relationships due to the extensive level of compliance due diligence required by the banks and providers; •loss of a banking product: many of our products rely on banks providing payments capability to us. We may lose that service although still maintain the banking relationship as the bank would, for example, continue to provide us with foreign exchange services. Such a loss of services from a bank (or banks) could have a material effect on our business and financial performance including on the geographies, customers and associated payment volumes which we are able to serve; •loss of an alternative payment method: many of our products rely on processing relationships and connections to alternative or local payment methods, either direct or indirect via aggregators. Such a loss of payment methods or providers could have a material effect on our business and financial performance, including on the geographies, customers and associated payment volumes which we are able to serve; •downstream correspondent banking risk: if the correspondent banks of our banks (or the underlying banks of our non-bank payment providers) change their risk appetite, this could lead to restrictions with or rejections of our products’ payment flows which could have a material effect on our business and financial performance, including on the geographies, customers and associated payment volumes which we are able to serve; •failure of banks and financial institutions: across our businesses, we hold our own, merchants’ and customers’ funds on deposit at various banks and financial institutions. In Digital Wallets, we receive funds from our merchants and customers into a number of bank accounts operated by various banks in the countries in which we operate. We then transfer funds, from the various banks in the countries in which we operate, to multiple banks such that amounts equivalent to all merchant and customer funds are held in segregated accounts in accordance with applicable regulatory requirements. While we have controls in place intended to monitor and mitigate this risk, there can be no guarantee that the banks in which funds are held will not suffer any kind of financial difficulty or commence any insolvency or bankruptcy proceedings, or any moratorium, composition, arrangement or enforcement action or any other kind of analogous event in any jurisdiction that may result in the permanent loss of some or all of our own funds or the funds of merchants or customers, which could have a material adverse effect on our business and financial performance; •card scheme operating rules: we are subject to the operating rules and regulations of card schemes such as Visa and Mastercard and changes to those operating rules and regulations could have a material adverse effect on our business. If a merchant or an independent sales organization (“ISO”) fails to comply with the applicable requirements of the card associations and networks, we or the merchant or ISO could be subject to a variety of fines or penalties that may be levied by the card associations or networks. If we cannot collect or pursue collection of such amounts from the applicable merchant or ISO, we may have to bear the cost of such fines or penalties, resulting in lower earnings for us. Policy changes could impact the merchant category code assignments to our business which can in turn impact our acceptance and authorization rates as well as our banking provider risk appetite assessment and costs. Policy changes can also impact our ability to acquire card transactions on a cross-border basis in particular markets, for example depending on the merchant country of registration; •fines and assessments: the payment card schemes and their processing service providers may pass on fines and assessments in respect of fraud or chargebacks related to our merchants or disqualify us from processing transactions if satisfactory controls are not maintained; •risk management policies: banks and financial institutions that provide us with services enabling us to operate our payments platform could reassess our risk profile due to the portfolio of products and services we offer and/or regard us as being non-compliant with certain laws or regulations (e.g., in relation to the regulation of e-money, cross border transactions or the provision of services to online gambling operators) that are applicable in their relevant jurisdictions or may regard our customers as being non-compliant. Banks and financial institutions may choose to withdraw from certain markets as a result of their internal risk management policies and may, in compliance with their regulatory obligations or internal risk and compliance policies, freeze the funds of our merchants and customers. In addition, consolidation in the banking sector may result in one of our banking providers being acquired by another bank, which may then prompt a change in our provider’s risk appetite and impacts our relationship with that provider; •potential competitors: banks, payment card schemes, issuers and financial institutions may view us as being a competitor to their own business and may cease doing business with us as a result; and •fee increases: we are required to pay interchange and assessment fees, processing fees and bank settlement fees to third-party payment processors and financial institutions. From time to time, payment card networks have increased, and may increase in the future, the interchange fees and assessments that they charge for each transaction processed using their networks. Banks occasionally raise our fees in order to compensate for the increased risk, controls and anti-money laundering monitoring costs the bank may incur due to increased regulatory requirements or scrutiny. Additionally, if one of our 8 banking providers cease to supply us services, that could lead to an increase in costs to continue to offer those services via alternative means, particularly where the service is provided in multiple currencies due to the incursion of additional foreign transaction fees. Several U.S. states have recently introduced legislative proposals modeled on the concepts underlying the Illinois Interchange Fee Prohibition Act, which seek to limit or prohibit the application of interchange fees to portions of transactions such as sales taxes or gratuities. If adopted, these measures could create a patchwork of state‑specific requirements, increase compliance and technology‑implementation costs, restrict the ability of payment networks and financial institutions to recover certain transaction‑related costs, and ultimately reduce our margins or negatively affect our operational flexibility across jurisdictions. If, for any reason, any banks, payment card schemes, issuers or financial institutions cease to supply us with the services we require to conduct our business, or the terms on which such services are provided were to become less favorable or be canceled, or a contractual claim made against us, it could impact our ability to provide our payment services, or the basis on which we are able to provide such services. This, and any of the factors set forth above, could result in a loss for us, which could have a material adverse effect on our results of operations, financial condition and future prospects. Our revenues from the sale of services in the U.S. and Canada to merchants that accept Visa cards and Mastercard cards are dependent on our continued financial institution sponsorship. Our sponsor banks may terminate their agreements with us if we materially breach the agreements and do not cure the breach within an established cure period, if we enter bankruptcy or file for bankruptcy, or if applicable laws or regulations, including Visa and/or Mastercard regulations, change to prevent either the applicable bank or us from performing services under the agreement. If these sponsorships are terminated and we are unable to secure a replacement sponsor bank within the applicable wind down period, we will not be able to process electronic payment transactions. Furthermore, our agreements with our sponsor banks provide the sponsor banks with substantial discretion in approving certain elements of our business practices, including our solicitation, application and underwriting procedures for merchants. We cannot guarantee that our sponsor banks’ actions under these agreements will not be detrimental to us, nor can we provide assurance that any of our sponsor banks will not terminate their sponsorship of us in the future. Our sponsor banks have broad discretion to impose new business or operational requirements on us for purposes of compliance with payment network rules, which may materially adversely affect our business. If our sponsorship agreements are terminated and we are unable to secure another sponsor bank, we will not be able to offer Visa, Mastercard or other card scheme transactions or settle transactions which would likely cause us to terminate our operations. Our sponsor banks also provide or supplement authorization, funding and settlement services in connection with our bankcard processing services. If our sponsorship agreements are terminated and we are unable to secure another sponsor bank, we will not be able to process Visa, Mastercard or other card scheme transactions, which would have a material adverse effect on results of operations, financial conditions and future prospects. A change in underwriting, credit policies, credit risk or reputational risk appetite of our sponsor banks may impact appetite for volume and/or merchant categories. Further, there is a long lead time to secure new sponsor banks, as described above under “—Our success depends on our relationships with banks, payment card networks, issuers and financial institutions—new banking relationships.” We have obtained “principal membership” with both Mastercard Europe and Visa Europe payment networks to offer merchant acquiring services to merchants in the European Union and the UK. This means that we are solely responsible for the adherence to the rules and standards of the payment networks and it enables us to route transactions under our own payment network license to authorize and clear transactions. Under our payment network licenses, we are allowed to perform funds settlement directly to merchants. A loss of membership or significant change to the commercial terms of our European Mastercard and Visa payment network membership would have an adverse effect on the results of these businesses’ operations. Failure to comply with payment card network operating rules can result in material financial penalties, including an inability to provide our services Payment networks, such as Visa, Mastercard and American Express, establish their own rules and standards that allocate liabilities and responsibilities among the payment networks and their participants. These rules and standards, including the Payment Card Industry Data Security Standards, govern a variety of areas, including how consumers and clients may use their cards, the security features of cards, security standards for processing, data security and allocation of liability for certain acts or omissions, including liability in the event of a data breach. The payment networks may change these rules and standards from time to time as they may determine in their sole discretion and with or without advance notice to their participants. These changes may be made for any number of reasons, including as a result of changes in the regulatory environment, to maintain or attract new participants, or to serve the strategic initiatives of the payment networks, and may impose additional costs and expenses on or be disadvantageous to certain participants. Participants are subject to audit by the payment networks to ensure compliance with applicable rules and standards. The networks may fine, penalize or suspend the registration of participants for certain acts or omissions or the failure of the participants to comply with applicable rules and 9 standards. Furthermore, the networks may levy fines on our sponsor banks in the event that our processing behavior causes our sponsor banks to breach their obligations to scheme rules including breaching, for example, applicable thresholds, such as chargeback or fraud thresholds, or our use or sale of data containing transaction data. This occurrence can lead to an adverse impact on our sponsor bank relationships and any required remedies can create additional costs. Our removal from a given network’s list of Payment Card Industry Data Security Standard compliant service providers could mean that existing merchants, customers, sales partners or other third parties may cease using or referring our services. Also, prospective merchants, customers, sales partners or other third parties may choose to terminate negotiations with us, or delay or choose not to consider us for their processing needs. In addition, the card networks could refuse to allow us to process through their networks. Any of the foregoing could materially adversely impact our business, financial condition or results of operations. Changes to these network rules or how they are interpreted could have a significant impact on our business and financial results. For example, changes in the payment card network rules regarding chargebacks may affect our ability to dispute chargebacks and the amount of losses we incur from chargebacks. Changes to and interpretations of the network rules that were inconsistent with the way we operated has, in the past, required us to make changes to our business, and any future changes to or interpretations of the network rules that are inconsistent with the way we currently operate may require us to make changes to our business that could be costly or difficult to implement. If we fail to make such changes or otherwise resolve the issue with the payment card networks, the networks could pass on fines and assessments in respect of fraud or chargebacks related to our merchants or disqualify us from processing transactions if satisfactory controls are not maintained, which could have a material adverse effect on our business, financial condition and results of operations. In addition, we are required to comply with additional clearing scheme rules not particular to card companies, such as Bacs Payment Schemes Limited (formerly known as the Bankers Automated Clearing System), and the Single Euro Payments Area (also known as the SEPA, EBA Step2) scheme, which govern the clearing and settlement of certain UK and European electronic payment methods. Changes in the classification of our business by Visa and/or Mastercard could result in restrictions on our service offerings. For example, the classification of our Digital Wallet as a “Staged Digital Wallet,” a “Pass-Through Digital Wallet,” or a “Stored Value Digital Wallet” impacts which merchants in various jurisdictions can accept our funds. We rely on third parties in many aspects of our business, which creates additional operational risk. We rely on third parties in many aspects of our business, including the following: •payment processing services from various service providers in order to allow us to process payments for merchants and customers and to properly code such transactions; •payment networks; •connectivity, routing and payment orchestration providers; •banks; •payment processors; •payment gateways that link us to the payment card and bank clearing networks to process transactions; •third parties that provide certain outsourced customer support functions, which are critical to our operations; •third parties that provide KYC information and services (for example, through our embedded financing offering we offer an integrated digital wallet solution to third parties, which may result in certain KYC services being outsourced to third parties); and •third parties that provide IT-related services including data center facilities, cloud computing and compliance and risk functions, and other operational support services This reliance exposes us to increased operational risk and the proliferation of Artificial Intelligence and Machine Learning embedded in any third party services may lead to regulatory or legal action, for example, breach of a third parties intellectual property rights or incorrect understanding or decisioning in our use of third party provided products and services. These third parties may be subject to financial, legal, regulatory and labor issues, cybersecurity incidents, privacy breaches, service terminations, disruptions or interruptions, or other problems, including reputational problems, which may impose additional costs or requirements on us or prevent these third parties from providing services to us or our customers on our behalf, or result in loss of funds to us or our customers, which could have a material adverse effect on our results of operations, financial condition and future prospects. National regulatory authorities have requirements in relation to outsourcing arrangements that are applicable to certain aspects of our businesses. These requirements set out strict standards to follow when outsourcing critical or important functions that have a strong impact on a financial institution’s risk profile or on its internal control framework. Such outsourcing arrangements require the prior 10 approval of the relevant regulatory bodies. Furthermore, any changes to our existing critical and important outsourced functions may be subject to regulatory approvals which, if not satisfied or obtained, may prevent us from initiating the change. Although we have implemented processes to ensure compliance with the required standards, a failure to meet these requirements could lead to regulatory challenge and require remediation and/or fines or penalties if we are found to be in noncompliance with the relevant regulation. In addition, these third parties may breach their agreements with us, disagree with our interpretation of contract terms or applicable laws and regulations, refuse to continue or renew these agreements on commercially reasonable terms or at all, fail or refuse to process transactions or provide other services adequately, take actions that degrade the functionality of our services, impose additional costs or requirements on us or our customers, or give preferential treatment to competitive services. Some of these third party service providers are, or may become, owned by our competitors. There can be no assurance that third parties who provide services directly to us or our customers on our behalf will continue to do so on acceptable terms, or at all. For certain services we may rely on key providers. If any of these third parties do not adequately or appropriately provide their services or perform their responsibilities to us or our customers on our behalf, and we are unable to procure alternatives from other third parties in a timely and efficient manner and on acceptable terms, or at all, we may be subject to business disruptions, losses or costs to remediate any of the deficiencies, customer dissatisfaction, reputational damage, legal or regulatory proceedings, or other adverse consequences, any of which could have a material adverse effect on our results of operations, financial condition and future prospects. If we fail to comply with our obligations under license or technology agreements with third parties, we may be required to pay damages and we could lose license rights that are critical to our business. We license certain intellectual property that is important to our business, including technologies, data and software from third parties, and in the future we may enter into additional agreements that provide us with licenses to valuable intellectual property, technology, or data. Certain of our agreements may provide that intellectual property arising under these agreements, such as data valuable to our business, will be owned by the counterparty, in which case, we may not have adequate rights to use or sell such data or may not have exclusivity with respect to the use of such data, which could result in third parties, including our competitors, being able to use such data to compete with us. If we fail to comply with any of the obligations under our license agreements, we may be required to pay damages and the licensor may have the right to terminate the license. Termination by the licensor could cause us to lose valuable rights, and could prevent us from selling our products, data and services, or inhibit our ability to commercialize future products and services. Our business could suffer if any current or future licenses expire or are terminated, if the licensors fail to abide by the terms of the license, if the licensors fail to enforce licensed intellectual property against infringing third parties, if the licensed intellectual property rights are found to be invalid or unenforceable, or if we are unable to enter into necessary licenses on acceptable terms, or at all. Any of the foregoing could have a material adverse effect on our competitive position, business, financial condition, results of operations, and prospects. Our business depends on a strong and trusted brand, and any failure to maintain, protect and enhance our brand could materially harm our business. We believe that maintaining, protecting and enhancing our strong and trusted brand is critical to achieving widespread acceptance of our products and services and expanding our base of customers. Maintaining and promoting our brand will depend largely on our ability to continue to provide useful, reliable, secure, and innovative products and services, as well as our ability to maintain trust. We may introduce, or make changes to, features, products, services, privacy practices, or terms of service that customers do not like, which may materially and adversely affect our brand. Our brand promotion activities may not generate customer awareness or increase revenue, and even if they do, any increase in revenue may not offset the expenses we incur in building our brand. The introduction and promotion of new products and services, as well as the promotion of existing products and services, may be partly dependent on our visibility on third-party advertising platforms, such as Google, Twitter, or Facebook. Changes in the way these platforms operate or changes in their advertising prices, data use practices or other terms could make the maintenance and promotion of our products and services and our brand more expensive or more difficult. If we fail to successfully promote and maintain our brand or if we incur excessive expenses in this effort, our business could be materially and adversely affected. Harm to our brand can arise from many sources, including failure by us or our partners and service providers to satisfy expectations of service and quality, inadequate protection or misuse of sensitive information, failure to meet applicable legal and regulatory requirements, including compliance failures and allegations, litigation and other claims, employee misconduct, fraud, fictitious transactions, bad transactions, negative customer experiences, and misconduct by our partners, service providers, or other counterparties. We have also been in the past, and may in the future be, the target of incomplete, inaccurate, and misleading or false statements about our Company, our business, and our products and services that could damage our brand and deter consumers and merchants from adopting our products and services. From time to time, the industry verticals we serve (and we, by association) are the subject of negative publicity, which can harm our brand and deter consumers and merchants from adopting our products and services. Any negative publicity about our industry or our company, the quality and reliability of our products and services, our risk management processes, changes to our products and services, our ability to effectively manage and resolve customer complaints, our privacy, data protection, and 11 information security practices, litigation, regulatory activity, policy positions, and the experience of our customers with our products or services could adversely affect our reputation and the confidence in and use of our products and services. If we do not successfully maintain a strong and trusted brand, our business could be materially and adversely affected. In addition, the registered or unregistered trademarks or trade names that we own may be challenged, infringed, declared generic, or determined to be infringing on or dilutive of other marks. We may not be able to protect our rights in these trademarks and trade names, which we need in order to build name recognition with potential customers. Moreover, third parties may use, or file for registration of trademarks similar or identical to our trademarks; if they succeed in registering or otherwise developing common law rights in such trademarks, and if we are not successful in challenging such third-party’s use of such trademarks, our own trademarks may no longer be useful to develop brand recognition of our technologies, products or services. Furthermore, there could be potential trade name or trademark infringement claims brought by owners of other trademarks, including trademarks that incorporate variations of our registered or unregistered trademarks or trade names. If we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively, which could have a material adverse effect on our competitive position, business, financial condition, results of operations, and prospects. We may not be able to adequately protect or enforce our intellectual property rights, or third parties may allege that we are infringing their intellectual property rights. Our success and ability to compete in various markets around the world depends, in part, upon our proprietary technology. We seek to protect our intellectual property rights by relying on applicable laws and regulations in the United States and internationally, as well as a variety of administrative procedures and contractual measures. We rely on copyright, trade secret and trademark laws to protect our technology, including the source code for proprietary software, and other proprietary information. We also rely on contractual restrictions to protect our proprietary rights when offering or procuring products and services, including confidentiality and invention assignment agreements entered into with our employees and contractors and confidentiality agreements with parties with whom we conduct business. These agreements may be insufficient or may be breached, particularly due to the use of Artificial Intelligence and Machine Learning, in either case potentially resulting in the unauthorized use or disclosure of our trade secrets and other intellectual property, including to our competitors, which could cause us to lose any competitive advantage resulting from this intellectual property. Individuals not subject to invention assignment agreements may make adverse ownership claims to our current and future intellectual property. Unauthorized parties may attempt to copy aspects of our intellectual property or obtain and use information that we regard as proprietary and, if successful, may potentially cause us to lose market share or otherwise harm our business and ability to compete. There can be no assurance that the intellectual property we own or license will provide competitive advantages or will not be challenged or circumvented by our competitors. We have not applied for any patents in respect of our electronic payment processing systems and cannot give assurances that any patent applications will be made by us in the future or that, if they are made, will be granted. Moreover, our failure to develop and properly manage new intellectual property could hurt our market position and business opportunities. We are, from time to time, subject to litigation related to alleged infringement of other parties’ patents. As the number of products in the technology and payments industries increases and the functionality of these products further overlaps, and as we acquire technology through acquisitions or licenses, we may become increasingly subject to intellectual property infringement and other claims. Additionally, the use or deployment of artificial intelligence developments or the use of artificial intelligence in products and services we utilize from third parties may be open to legal challenge in respect of copyright or other intellectual property infringements. These risks have been amplified by the increase in so-called non-practicing entities, third parties whose sole or primary business is to assert such claims. Even if we believe that any of these intellectual property related claims are without merit, litigation may be necessary to determine the validity and scope of the patent or other intellectual property rights of others. The ultimate outcome of any alleged infringement claim is often uncertain and, regardless of the outcome, any such claim, with or without merit, may be time-consuming, result in costly litigation, divert management’s time and attention from our business, and require us to, among other things, redesign or stop providing our products or services, pay substantial amounts to satisfy judgments or settle claims or lawsuits, pay substantial royalty or licensing fees, or satisfy indemnification obligations that we have with certain parties with whom we have commercial relationships. In addition, we could be found liable for significant monetary damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed a patent or other intellectual property right. Claims that we have misappropriated the confidential information or trade secrets of third parties could similarly harm our business. We may fail to hold, safeguard or account accurately for merchant or customer funds. Our success requires significant public confidence in our ability to properly manage our customers’ balances and handle large and growing transaction volumes and amounts of customer funds. The amounts necessary to meet the claims of customers must either be held in secure, liquid low-risk assets or placed in a segregated account of an authorized credit institution or we may hold an insurance policy or bank guarantee. Our ability to manage and account accurately for the assets underlying our customer funds and comply with applicable liquidity requirements requires a high level of internal controls. Any failure to account accurately for customer and merchant 12 funds or to fail to comply with applicable regulatory requirements could result in reputational harm, lead customers to discontinue or reduce their use of our products and result in significant penalties and fines, which could materially harm our business. For more information regarding our assessment of the consequences of breaches of our regulatory authorizations and registrations including as an e-money issuer, payment initiation services provider or money transmitter licenses, see “—Regulatory, Legal and Tax Risk—We are subject to financial services regulatory risks.” Our business and products are dependent on the availability, integrity and security of internal and external IT transaction processing systems and services. Our business requires the ongoing availability and uninterrupted operation of internal and external transaction processing systems and services. We rely on controls and systems designed to ensure data integrity of critical business information and proper operation of our systems and networks, and we review the processes of our third party providers of transaction processing and IT-related functions. We may modify, enhance, upgrade and implement new systems, procedures and controls to reflect changes in our business, technological advancements and changing industry trends, including through the use of Artificial Intelligence and Machine Learning. These upgrades may create risks associated with implementing new systems and integrating them with existing ones. As a result, our IT and information management systems may fail to operate properly (for example, by capturing customer data erroneously) or become disabled as a result of events that are beyond our control, such as an usually high increase in transaction volume. We may also incur additional costs in relation to any new or upgraded systems, procedures and controls and additional management attention could be required in order to ensure an efficient integration, placing burdens on our internal resources. Despite the network security, disaster recovery and systems management measures that we have in place, we cannot ensure that we would be able to carry on our business in the ordinary course if our systems or those of our third party service providers fail or are disrupted. Additionally, there are a limited group of suppliers for some technology and services and we are subject to concentration risk in the event that there is a global incident involving such supplier or suppliers (e.g. Microsoft). Any such failure of IT and information management systems could adversely affect our reputation, our ability to effect transactions and service customers and merchants, disrupt our business or result in the misuse of customer data, financial loss or liability to our customers or regulators, the loss of suppliers, regulatory intervention or reputational damage. Additionally, as our customers may use our products for critical transactions, any errors, defects or other infrastructure problems could result in damage to such customers’ businesses. These customers could seek compensation from us for their losses and our insurance policies may be insufficient to cover such claims. Even if unsuccessful, this type of claim may be time consuming and costly for us. Any of the foregoing could have a material adverse effect on our results of operations and financial condition. We are vulnerable to the effects of chargebacks, merchant insolvency and consumer deposit settlement risk. We are exposed to the effect of chargebacks and merchant insolvency in our business. We are liable to various banks for chargebacks incurred by our merchants where the merchants are unable to meet liabilities arising as a result of those chargebacks. If the average chargeback rate on any of our merchant portfolios at any acquiring bank exceeds the maximum average chargeback rate permitted by the card agreements, we will be required to take steps to reduce the average chargeback rate so that it falls below the maximum permitted rate or risk losing our relationship with that acquiring bank. Those steps might include processing more transactions for merchants who have lower chargeback rates to produce a lower average chargeback rate for the portfolio as a whole or terminating relationships with merchants who have higher chargeback rates, which could in turn lead to a material loss of revenue for us. Chargebacks may arise as individual claims or as multiple claims relating to the same facts or circumstances. For example, the insolvency or cessation of a merchant doing business could cause numerous individual customers to bring claims at once which, either singly or in aggregate, could have a material adverse effect on our results of operations, financial condition and future prospects. Similarly, chargebacks or fraud related to our customers or merchants in our Digital Wallet business could cause the payment card schemes of which we are a member in Europe to require us to implement additional and potentially costly controls, and ultimately disqualify us from processing transactions if satisfactory controls are not maintained. Further, if any of the services we offer are deemed to have caused or contributed to illegal activity, customers, consumer protection agencies and regulatory firms could band together to initiate chargeback card payments or ACH reversals for transactions associated with the activity in question. In our Digital Wallet division, we offer our merchants a “no chargeback policy.” A chargeback is the return of funds to a customer and in this context relates to a reversal of unauthorized charges to a customer’s credit card, for example, as a result of fraud or identity theft. Under our “no chargeback policy,” we agree to allow merchants who qualify under our vetting policy to retain all monies received from our Neteller and Skrill digital wallet holders and undertake not to request reimbursement from such merchants in respect of chargebacks incurred. In such cases, the full amount of the disputed transaction is charged back to us and our credit card processor may levy additional fees against us unless we can successfully challenge the chargeback. We believe that our “no chargeback policy” is a key factor in a merchant’s decision to use our Digital Wallet services. 13 Our eCash Solutions division utilizes distribution partners and as such is exposed to credit risk in the event a distribution partner fails. This is managed through ongoing credit risk assessment with active exposure management including the use of credit limits, guarantees and insurance to limit overall exposure. Our businesses are also subject to merchant credit risk in respect of non-payment for products provided and services rendered or non-reimbursement of costs incurred. The contracts we enter into may require significant expenditure prior to merchant payments and may expose us to potential credit risk or may require us to use our available bank facilities in order to meet payment obligations. Additionally, we are exposed to risk associated with the settlement of consumer deposits. Digital Wallet deposits from financial institutions, such as bank accounts, are credited to customer accounts before settlement of funds is received. Thus, there is a risk that the funds may not be settled or may be recalled due to insufficient funds or fraud reasons, exposing us to the risk of negative customer wallet balances and bad debt. Further, Digital Wallet prepaid card deposits or transactions made by consumers may be charged back by consumers resulting in a negative balance and loss on our accounts. If we are unable to effectively manage and monitor these risks, they could have a material adverse effect on our results of operations, financial condition and future prospects. We may become an unwitting party to fraud or be deemed to be handling proceeds resulting from the criminal activity of our customers. As an online payment company, we are vulnerable to fraud and criminal activity due to the convenience, immediacy and in some cases anonymity of transferring funds from one account to another and subsequently withdrawing them. The highly automated nature of, and liquidity offered by, our payments services make us a target for illegal or improper uses, including fraudulent or illegal sales of goods or services, money laundering and terrorist financing. Allegations of fraud may result in fines, settlements, litigation expenses and reputational damage. Our transaction monitoring systems to detect fraud may not operate as intended or may otherwise fail to effectively detect fraudulent transactions or locate where a transaction is being made. We face significant risks of loss due to money laundering, fraud and disputes between senders and recipients, and if we are unable to deal effectively with losses from fraudulent transactions our business could be materially harmed. The ability for customers to withdraw and deposit funds within various accounts and the potential for customer fraud in connection with certain gambling activities heightens the risks of money laundering and the unwitting receipt by us of criminal proceeds. The laws of some jurisdictions define or interpret what constitutes the underlying criminal activity that gives rise to criminal proceeds relatively narrowly (for example, terrorist financing). Conversely, other jurisdictions have adopted laws providing for relatively broad definitions or interpretations of underlying criminal activity (for example, in the UK criminal proceeds may arise from the conviction of any criminal offence where it is found that the defendant has benefited from the criminal conduct). Further, the extent to which payment processors such as us may be held civilly or criminally liable for the criminal activities of its merchant customers also varies widely across the jurisdictions in which we operate. By processing payments for merchants and customers in certain industry verticals, such as those engaged in the online gambling sector, we may be deemed to be handling proceeds of crime in the jurisdiction where our merchants and customers are located. In addition, law enforcement agencies in the relevant country could seize merchants’ or customers’ funds that are the proceeds of unlawful activity. Any such action could result in adverse publicity for our business and could have a material adverse effect on our results of operations, financial condition and future prospects. In addition to gambling related payments, our payment systems may be used for potentially illegal or improper uses, including the fraudulent sales of goods or services, illegal sales of controlled substances or to facilitate other illegal activity. Such usage of our payment systems may subject us to claims, individual and class action lawsuits, government and regulatory investigations, inquiries or requests that could result in liability and reputational harm for us. Changes in law have increased the penalties for intermediaries providing payment services for certain illegal activities, and government authorities may consider additional payments-related proposals from time to time. Any threatened or resulting claims could result in reputational harm, and any resulting liabilities, loss of transaction volume, or increased costs could harm our business. While we do not provide gambling services, it is possible that we could be found to be acting unlawfully for processing gambling related payments. If we were found to be acting unlawfully for processing online gambling payments in any jurisdiction, it could have a material adverse effect on our reputation, operations and financial performance. Additional civil, criminal or regulatory proceedings could also be brought against us and/or our directors, executive officers and employees as a result. We could also be joined to proceedings brought against a merchant or other third parties for tracing claims resulting in the seizure of funds. Any such proceedings would potentially have cost, resource and reputational implications, and could have a material adverse effect on our results of operations, financial performance and future prospects and on our ability to retain, renew or expand our portfolio of licenses. Moreover, even if successfully defended, the process may result in us incurring considerable costs and require significant management resource and time. 14 Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risks, which could expose us to losses and liability and otherwise harm our business. We operate in a rapidly changing industry and we have experienced significant change in recent years, including in connection with certain acquisitions and arising from the provision of payment services in connection with crypto related transactions. Accordingly, our risk management policies and procedures may not be fully effective at identifying, monitoring and managing our risks at pace with these changes. Some of our risk evaluation methods depend upon information provided by third parties regarding markets, clients or other matters that are otherwise inaccessible to us. In some cases, however, that information may not be accurate, complete or up-to-date. Our risk management policies, procedures, techniques and processes may not be effective at identifying all of the risks to which we are exposed or enabling us to mitigate the risks we have identified. In addition, when we introduce new services, focus on new business types or begin to operate in markets in which we have a limited history of fraud loss, we may be less able to forecast and reserve accurately for new risks. Some risk mitigation may be deemed ineffectual, for example, if our insurance coverage is not adequate. We may need to initiate legal proceedings at a high cost if we are unable to come to a settlement with adversarial parties. If our risk management policies and processes are ineffective, we may suffer large financial losses, we may be subject to civil and criminal liability and our business, financial condition and results of operations may be materially and adversely affected. Moreover, the nature of financial crime and the attack methods used are constantly changing and adapting to our controls framework, including the proliferation of Artificial Intelligence, which may results in imperfect risk mitigation while we also adapt to new patterns and trends of suspicious behavior. Our efforts to expand our product portfolio and market reach and cross sell our products may not succeed, and if we fail to manage our growth effectively, our business could be materially harmed. While we intend to continue to broaden the scope of products and services we offer, we may not be successful in deriving any significant revenue from these products and services. Failure to broaden the scope of products and services that are attractive may inhibit our growth and harm our business. Furthermore, we may have limited or no experience in our newer markets and we cannot assure you that any of our products or services in our newer markets will be widely accepted or that they will generate revenue. Our offerings may present new and difficult technological, operational, regulatory and other challenges, and if we experience service disruptions, failures, or other issues, our business may be materially and adversely affected. Our newer activities may not recoup our investments in a timely manner or at all. Additionally, expenses associated with localizing our products and services, including offering customers the ability to transact business in the local currency, and adapting our products and services to local preferences (e.g., payment methods) with which we may have limited or no experience. If any of this were to occur, it could damage our reputation, limit our growth, and materially and adversely affect our results of operations and financial condition. If we cannot keep pace with rapid technological developments to provide new and innovative products and services, the use of our products and services and, consequently, our revenues could decline. Rapid, significant, and disruptive technological changes, such as machine learning, container technology, artificial intelligence, biometrics (for authorization and authentication) as well as quantum computing, impact the industries in which we operate, including developments in payment card tokenization, mobile, social commerce (i.e., eCommerce through social networks), authentication, cryptocurrencies (including distributed ledger and blockchain technologies), and near-field communication, and other proximity payment technologies, such as contactless payments. As a result, we expect new services and technologies to continue to emerge and evolve, and we cannot predict the effects of technological changes on our business. In addition to our own initiatives and innovations, we rely in part on third parties, including some of our competitors, for the development of and access to new or evolving technologies. These third parties may restrict or prevent our access to, or utilization of, those technologies, as well as their platforms or products. In addition, we may not be able to accurately predict which technological developments or innovations will become widely adopted and how those technologies may be regulated. We expect that new services and technologies applicable to the industries in which we operate will continue to emerge and may be superior to, or render obsolete, the technologies we currently use in our products and services. Developing and incorporating new technologies into our products and services may require substantial expenditures, take considerable time, and ultimately may not be successful. In addition, our ability to adopt new products and services and to develop new technologies may be inhibited by industry-wide standards, payments networks, changes to laws and regulations, resistance to change from consumers or merchants, third-party intellectual property rights, or other factors. If we are unable to do so in a timely or cost-effective manner, our business could be harmed. We depend on key management, as well as our experienced and capable employees, and any failure to attract, motivate, and retain our employees could harm our ability to maintain and grow our business. 15 We depend upon the continued services and performance of our directors and key senior management. Our directors and key senior management play a key role in maintaining our culture and in setting our strategic direction. The unexpected departure or loss of one or more of our directors or key senior management team members could harm our ability to maintain and grow our business, and there can be no assurance we will be able to attract or retain suitable replacements for such directors and/or key management in a timely manner, or at all. We also may incur significant additional costs in recruiting and retaining suitable replacements and avoiding disruption in integrating them into our business. In addition, our operations and the execution of our business plan depend on our ability to attract, train and retain suitably skilled or qualified personnel with relevant industry and operational experience and to ensure that we have a robust succession planning system in place. In order for us to expand our operations in the future we will need to recruit and retain further personnel with suitable experience, qualifications and skill sets capable of advancing our business. Additionally, we are in the process of incorporating more automation and re-engineering processes in our business, and uncertainty related to this transformation may affect our ability to retain our employees. Depending on the geographical area, there can be substantial competition for suitably skilled or qualified personnel with relevant industry and operational experience and there can be no assurance that we will be able to attract or retain our personnel on similar terms to those on which we currently engage our employees, or at all. We see this risk in particular in our Digital Wallet operations center in Sofia, Bulgaria, where we have found it can be more difficult to identify qualified local talent from which to staff our operations. If we are unable to attract or retain suitably skilled or qualified personnel then this could have a material adverse effect on our results of operations, financial condition and future prospects. We face substantial and increasingly intense competition worldwide in the global payments industry. The global payments industry is highly competitive, rapidly changing, very innovative, and increasingly subject to regulatory scrutiny. We compete against a wide range of businesses, including businesses that are larger than we are with substantially greater financial and other resources than we have, have a more dominant and secure position, or offer other products and services to consumers and merchants that we do not offer, as well as smaller companies that may be able to respond more quickly to regulatory and technological changes. These competitors may act on business opportunities within our specialized industry verticals, which may reduce our ability to maintain or increase our market share. In addition, the services of our various competitors are differentiated by features and functionalities such as brand recognition, customer service, trust and reliability, distribution network and channel options, convenience, price, speed, variety of payment methods, service offerings and innovation. In addition, our competitors may be able to offer more attractive economic terms to our current and prospective clients. If competition requires us to offer more attractive economics by reducing our fees or otherwise modifying our terms in order to maintain market share and continue growing our client base, we will need to aggressively control our costs in order to maintain our profit margins and our revenues may be adversely affected, and our ability to control our costs is limited because we are subject to fixed transaction costs related to payment networks. Competition could also result in a loss of existing clients and greater difficulty in attracting new clients. One or more of these factors could have a material adverse effect on our business, financial condition and results of operations. Furthermore, many of the areas in which we compete evolve rapidly with changing and disruptive technologies, shifting user needs, and frequent introductions of new products and services. Competition may also intensify as businesses enter into business combinations and alliances, and established companies in other segments expand to become competitive with different aspects of our business. If we cannot compete effectively, the demand for our products and services may decline, which would adversely impact our competitive position, business and financial performance. Our operating results and operating metrics are subject to seasonality and volatility, which could result in fluctuations in our quarterly revenues and operating results or in perceptions of our business prospects. We have experienced in the past, and expect to continue to experience, seasonal fluctuations in our business. For instance, our eCash Solutions division historically experiences increased activity during the traditional holiday period and around other nationally recognized holidays, when certain games operators may run promotions, consumers enjoy more leisure time and younger consumers may receive our products as gifts. Our Digital Wallet segment experiences increased activity based on the occurrence and timing of sporting events. Volatility in our revenue, key operating metrics or their rates of growth could result in fluctuations in our financial condition or results of operations and may lead to adverse inferences about our prospects, which could result in declines in our share price. Regulatory, Legal and Tax Risks Our business is subject to extensive regulation and oversight in a variety of areas, all of which are subject to change and uncertain interpretation, including in such ways as could make certain of our activities non-compliant. 16 We generate a significant portion of our revenue from merchants operating in the regulated and unregulated gaming and sports betting and foreign exchange trading sectors. We and our merchants and customers are subject to various laws and regulations in relation to online gambling. Regulations in the gaming and sports betting and foreign exchange trading sectors vary significantly among different countries and localities. In many cases, they may be unclear and may also change, sometimes suddenly and without notice, and such laws and regulations are constantly evolving and are often subject to conflicting interpretations. The EU has generally moved towards controlled regulation of online-based gambling operators, rather than absolute prohibition. However, local laws in place in EU member states are sometimes incompatible with EU laws, regulations and directives, which introduces additional uncertainty around licensing and ongoing compliance obligations into the regulatory framework. Additionally, many jurisdictions, particularly those outside of Europe, have not updated their laws to address the supply of online gambling, which by its nature in the United States is a multijurisdictional activity. Due to the borderless nature of online gaming and sports betting and foreign exchange trading, a merchant properly licensed in its home jurisdiction may still provide services to consumers in other jurisdictions, knowingly or unknowingly, including in jurisdictions whose regulations are ambiguous or where gaming, sports betting and/or foreign exchange trading are prohibited. Additionally, several Latin American markets, such as Peru and Brazil, have recently regulated online gambling. In such jurisdiction, in order to be able to service locally licensed gambling operators, the payment service provider, such as Paysafe, are required to either obtain a local payment service provider licence (Brazil) or obtain a registration as a linked service provider (Peru). Our costs may increase as we apply for and obtain licenses or registrations, as applicable, in such jurisdictions. If we provide services, intentionally or unintentionally, to gaming and sports betting and foreign exchange trading companies that do not have proper regulatory authorizations, we could be subject to fines, penalties, reputational harm or other negative consequences. Some of these laws purport to have an extra territorial effect and specifically preclude payment support of any gambling transactions, with powers to request the co-operation of banks and card issuers, or, in some jurisdictions, to criminalize the support they provide. Nevertheless, the legality of online gambling and the provision of services to online gambling merchants and customers is subject to uncertainties arising from differing approaches by legislatures, regulators and enforcement agents, including in relation to determining in which jurisdiction the game or the bet takes place and, therefore, which law applies and where the transaction should be taxed. This uncertainty creates a risk for us that, even in instances where older laws have not been updated to address new technology, courts may interpret older legislation in an unfavorable way and determine our activities to be illegal. This could lead to criminal or civil actions being brought against our customers, merchants, us or any of our directors, or us (or our merchants or customers) being forced to cease doing business in a particular jurisdiction, all or any of which may, individually or collectively, materially and adversely affect our results of operations and financial condition and damage our reputation. We rely on the continued supply of our services to merchants within the online gambling industry. Digital Wallets (which primarily provides services to the online gambling industry) represents approximately 47% of our revenue for the year ended December 31, 2025. Changes in the regulation of online gambling in the markets where we operate may materially and adversely affect our results of operations and financial condition if such merchants are subject to increased taxes, compliance costs, levies and license fees or are forced to cease operating in a jurisdiction as a result of prohibitive legislation, which may result in reduced demand for our services within the online gambling industry. We are subject to a wide variety of laws, regulations, licensing schemes and industry standards in the countries and localities in which we operate. These laws, regulations, and standards govern numerous areas that are important to our business, including, but not limited to, online gambling, consumer protection, governance, information security, anti-money laundering, fraud, safeguarding of client funds, strong customer authentication, operational resilience, outsourcing, regulatory reporting, ESG, securities, labor and employment, unclaimed property laws, competition, privacy and data protection, biometric data processing and marketing and communications practices. Such laws, regulations, and standards are subject to changes and evolving interpretations and application, including by means of legislative changes, new guidance, administrative changes and/or executive orders, and it can be difficult to predict how they may be applied to our business and the way we conduct our operations, particularly as we introduce new products and services and expand into new jurisdictions. Many countries, including Ireland, UK and Brazil, are introducing new laws and regulations related to crypto services. We are subject to the Accessibility Directive in the EU, which requires that products and services can be used by customers with different needs. We are also subject to compliance with UK, Irish, U.S. and other international laws prohibiting corrupt payments to government officials, such as the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the Irish Criminal Justice (Corruption Offences) Act 2018 and other local anticorruption laws. Any perceived or actual breach of laws, regulations, and standards could result in investigations, regulatory inquiries, loss of licensure, litigation, fines, injunctions, negative customer sentiment, impairment of our existing or planned products and services, or otherwise materially and adversely impact our business. In addition, regulatory scrutiny in one jurisdiction can lead to increased scrutiny from regulators and legislators in other jurisdictions that may harm our reputation, brand and third-party relationships and have a material adverse effect on our results of operations, financial performance and future prospects. We are also subject to oversight by various governmental agencies and authorities in the countries and localities in which we operate. In light of the current conditions in the global financial markets and economy, lawmakers and regulators have increased their focus on 17 the regulation of the financial services industry. In addition to fines, penalties for failing to comply with applicable rules and regulations could include significant criminal and civil lawsuits, forfeiture of significant assets, increased licensure requirements, loss of licensure or other enforcement actions. Any perceived or actual breach of compliance by us with respect to applicable laws, rules and regulations could have a significant impact on our reputation as a trusted brand and could cause us to lose existing customers, prevent us from obtaining new customers, require us to expend significant funds to remedy problems caused by breaches and to avert further breaches and expose us to legal risk and potential liability. In the future, we may also be required to make changes to our business practices or compliance programs as a result of regulatory scrutiny. For example, we are subject to supervisory inspections on a range of topics which have recently included financial crime and fraud, consumer duty, governance and outsourcing, and must implement any changes required by a regulator if findings are made. Additionally, actual or perceived environmental, social, governance and other sustainability (ESG) matters and our response to these matters could harm our business. Increasing governmental and societal attention to ESG matters, including expanding mandatory and voluntary reporting, diligence, and disclosure on topics such as climate change, human capital, labor and risk oversight, could expand the nature, scope, and complexity of matters that we are required to control, assess and report. For example, the E.U., U.S. and the U.K. have introduced ESG reporting requirements, with some requirements already in place. These factors may alter the environment in which we do business and may increase the ongoing costs of compliance and adversely impact our results of operations and cash flows. If we are unable to adequately address such ESG matters or we or our borrowers fail to comply with all laws, regulations, policies and related interpretations, it could negatively impact our reputation and our business results. Further, our business may be constrained by current and future laws and regulations governing the development, use and deployment of artificial intelligence (including machine learning) technologies. These laws and regulations are continuously and rapidly evolving, and there is no single global regulatory framework, creating further uncertainties regarding compliance with such laws and regulations. As a result, our ability to leverage artificial intelligence could be restricted by burdensome and costly legal requirements. We are subject to financial services regulatory risks. Certain of our subsidiaries in the UK are authorized by the FCA to perform the regulated activity of issuing e-money and the provision of payment services as well as to provide account information services and payment initiation services to support our Rapid Transfer service. We have the appropriate licenses and permissions to act as an e-money issuer in the UK and are registered as a Virtual Asset Service Provider for the provision of crypto-related services. Two of our entities in Ireland are authorized by the CBI to act as e-money issuers and to provide payment services (including account information and payment initiation services) and are passporting in other European Economic Area (“EEA”) jurisdictions. One of our Irish subsidiaries is authorized to act as a Crypto Asset Service Provider under the Markets in Crypto-Assets ("MiCA") Regulation. Both the FCA and the CBI also implement, maintain and enforce a range of rules covering (among other things) the safeguarding of users’ funds and the fair treatment of consumers and other vulnerable customers. If we breach these rules, we could be subject to fines, public censures, customer remediation and redress and ultimately could result in the revocation of our regulatory licenses in the UK and Ireland. Many countries in which Paysafe entities have customers are introducing or planning to introduce new regulatory requirements including requirements for authorisation in respect of the provision of crypto services to customers. EU laws and regulations are typically subject to different and potentially inconsistent interpretations by the local authorities in EU member states, which can make compliance more costly and operationally difficult to manage. Moreover, countries that are EU members may each have different and potentially inconsistent domestic regulations implementing European Directives, which may further increase compliance costs and operational complexity. EU Member States may interpret the same EU rule in different ways. For example, some local supervisory authorities deem the distribution of products through an independent distribution network as creating an 'establishment' that would render local AML laws applicable including the requirement to appoint a local central contact point. The nature of that appointment can also vary from country to country. Banks, merchants and distributors may take the approach that they will only enter into a relationship with entities subject to local laws and supervision. Additionally, Skrill USA is registered with the U.S. Department of the Treasury Financial Crimes Enforcement Network (“FinCEN”) as a money services business and is regarded as a money transmission business in the United States. As a money transmitting business, we are subject to numerous regulations in the United States at the federal and state levels, and we have obtained or applied for money transmitter licenses (or applicable similar licenses) in all U.S. states and territories in which we are required to do so. As a result, we are also subject to inspections, examinations, supervision, and regulation by each state in which we are licensed, and are subject to direct supervision by the Consumer Financial Protection Bureau (the “CFPB”). The CFPB has authority to interpret, enforce and issue regulations implementing enumerated consumer laws, including certain laws that apply to our business. The Dodd-Frank Act also empowers state attorney generals and other state officials to enforce federal consumer protection laws under specified conditions. Due to ongoing developments in e-money regulation, we obtain advice from external counsel as required in order to assess any applicable risk and, where necessary, will limit the extent of our operations in a particular jurisdiction or will consider whether to obtain a license 18 in such jurisdiction. The adoption of new money transmitter or other licensing statutes in the jurisdictions in which we operate, changes in regulators’ interpretation of existing money transmitter or other licensing statutes or regulations, or disagreement by a regulatory authority with our interpretation of such statutes or regulations, could require additional registrations or licenses, limit certain of our business activities until they are appropriately licensed, and expose us to financial penalties. If we were found to be in violation of any current or future regulations, or to have previously been in breach of any regulation, in any countries from which we accept merchants or customers, including as a result of any failure by our employees to apply correctly our anti-money laundering procedures, this could result in a requirement for future compliance, fines, other forms of liability and/or force us to change business practices or to cease operations altogether, and we, our directors, executive officers or employees may also be exposed to a financial liability, civil or criminal liability, any of which could have a material adverse effect on our results of operations, financial condition and future prospects. We are subject to current and proposed regulations addressing both consumer and business privacy and data use, which could adversely affect our business, financial condition and results of operations. We are subject to a number of laws, rules, directives, and regulations, as well as requirements imposed on us by contracts with clients, relating to the collection, use, retention, storage, destruction, security, processing, transfer, and sharing of personal information about our customers and employees in the countries where we operate. Our business relies on the processing of data in many jurisdictions and the movement of data across national borders. As a result, much of the personal information that we process, especially financial information, is regulated by multiple privacy laws and, in some cases, the privacy laws of multiple jurisdictions. In many cases, these laws apply not only to third-party transactions, but also to transfers of information between or among us, our subsidiaries, and other parties with which we have commercial relationships. These laws and regulations may at times be conflicting, and the requirements to comply with these regulations could result in a negative impact to our business. Additionally, these laws and regulations may change or be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible they will be interpreted and applied in ways that will materially and adversely affect our business. The use or generation of biometric data as an aid to fraud prevention is becoming increasingly regulated through a patchwork of laws in the EU, across the United States, with a number of state laws now requiring consent to such use, and across the world. The application of privacy laws to new technology, particularly in the area of artificial intelligence and machine learning, is not always clear and can pose additional regulatory risk and material harm to our business operations. Increasingly, we are seeing legal developments in respect of AI and which may not always be compatible with privacy laws. Regulation of privacy and data protection and information security often requires the monitoring of and changes to our data practices in regard to the collection, use, disclosure, deletion, storage, transfer and/or security of personal information. We have incurred, and may continue to incur, significant expenses to comply with evolving mandatory privacy and security standards and protocols imposed by law, regulation, industry standards, shifting consumer expectations, or contractual obligations. In particular, with laws and regulations, such as the General Data Protection Regulation (“GDPR”) in the EU, the GDPR in the UK, the Personal Information Protection and Electronic Documents Act (“PIPEDA”) in Canada (including its provincial laws), developments in South America, and increasing state and federal laws in the United States, imposing new and relatively burdensome obligations, and with substantial uncertainty over the interpretation and application of these and other laws and regulations, we may face challenges in addressing their requirements and making necessary changes to our policies and practices, and may incur significant costs and expenses in an effort to do so. Additionally, in 2020, the Court of Justice of the E.U. issued a decision that invalidated the European Commission’s adequacy decision for the E.U.-U.S. Privacy Shield Framework and placed additional safeguards necessary for transfers of personal data to the U.S., requiring companies and regulators to conduct case-by-case analyses to determine whether foreign protections concerning government access to transferred data meet E.U. standards. Together with our vendors and clients, we have been directly impacted by this decision, and our ability to transfer data outside the E.U. may be further impacted by determinations made by regulators in the E.U. notwithstanding implementation of the new E.U. / U.S. Framework Agreement in 2023. This EC decision provided an 'adequacy' decision permitting safe and trusted EU-USA data flows, but will likely be the subject of a further ‘Schrems’ challenge. New requirements or reinterpretations of existing requirements in these areas, or the development of new regulatory schemes related to the digital economy in general, may also increase our costs and could impact the products and services we offer and other aspects of our business, such as fraud monitoring, the development of information-based products and solutions and technology operations. We may not be able to respond quickly or effectively to regulatory, legislative, and other developments, and these changes may in turn impair our ability to offer our existing or planned features, products, and services and/or increase our cost of doing business. Any of these developments could materially and adversely affect our overall business and results of operations. Failure to comply with these laws, regulations and requirements could result in fines, sanctions or other penalties, which could materially and adversely affect our results of operations, financial condition, and reputation. Collective or class-action litigations relating to data privacy violations are permitted under the GDPR and are beginning to arise in the EU, and are no longer unique to the United States. We may also be exposed to similar lawsuits in the UK with respect to Brexit. 19 We must comply with money laundering regulations globally, and any failure to do so could result in severe financial and legal penalties. We are subject to various anti-money laundering and counter-terrorist financing laws and regulations around the world that prohibit, among other things, our involvement in transferring the proceeds resulting from criminal activities. We are subject to anti-money laundering regulations in the UK, Ireland, Switzerland, the United States, Canada, Argentina, Brazil, and in any other jurisdiction where we are established and performing activities that would require that we apply anti-money laundering regulations. Regulators include OFAC, BIS and FinCEN in the US, FINTRAC in Canada, the FCA and OFSI in the UK and other regulatory and governmental bodies responsible for issuing anti-money laundering, anti-bribery, and global economic sanctions and export control regulations. Facilitating financial transactions over the internet creates a risk of fraud and ensuring customer data security, privacy, and ongoing compliance with applicable regulations requires significant capital expenditure. Applicable money laundering regulations require us to put preventative measures in place and to perform KYC procedures, including conducting customer identification and verification and undertaking ongoing monitoring. In addition, regulations require us to keep records of identity and to train our staff on the requirements of the relevant money laundering regulations. Regulators globally continue to increase their scrutiny of compliance with these obligations, which may require us to further revise or expand our compliance program, including the procedures we use to verify the identity of our customers and to monitor transactions. Regulators regularly re-examine the transaction volume thresholds at which we must obtain and keep applicable records or verify identities of customers and any change in such thresholds could result in greater costs for compliance. Substantial penalties can be imposed against us if we fail to comply with this regulation. If we fail to comply with these laws and regulations, the imposition of a substantial penalty could have a material adverse effect on our business, financial condition and results of operations. If we were to violate laws or regulations governing money transmitters or electronic fund transfers, either in the UK, Ireland, Switzerland, the United States, Canada or elsewhere, including as a result of any failure by our employees to correctly apply our KYC procedures, this could result in a requirement for future compliance, fines, other forms of liability and/or force us to change business practices or to cease operations altogether. Changes in the regulatory environment for digital assets could adversely affect our business. Consumers can use our digital wallets to buy, sell and withdraw digital assets. Digital assets have experienced price volatility, technological glitches and various law enforcement and regulatory interventions. If we (or our partners that we work with to provide the services) fail to comply with applicable requirements and prohibitions, we could face regulatory or other enforcement actions and potential fines and other consequences including licensing restrictions, censure or a significant impact on our revenues derived from such activity and increased future compliance costs. For example, the EU has introduced new authorization and regulatory requirements for providing crypto related services and for issuing and offering of certain types of crypto assets in the EU. Our Irish entity has been authorized as a Crypto Asset Service Provider under the new MiCA Regulation, , which introduces new requirements we must adhere to as a custodian of our customers’ crypto assets in the EU. As a result, we may be held liable to our customers in the EU for crypto losses, up to the market value of the crypto asset. The market value of crypto assets held on behalf of customers in the EU is $50,738 at December 31, 2025. Additionally, even in countries where cryptocurrencies are permitted, businesses associated with cryptocurrencies have had and may continue to have their existing accounts with banks and financial institutions closed or services discontinued, and offering cryptocurrency services may cause difficulties in obtaining or maintaining our relationships with sponsor banks and payment card networks. Furthermore, the prices of cryptocurrencies are routinely highly volatile and subject to exchange rate risks as well as the risk that regulatory or other developments may adversely affect their value and their attractiveness to consumers for investment or speculation leading to reduced use of these services and thereby reducing our ability to earn revenue from such activity. Changes in the regulatory environment for cryptocurrency could impact our business and our future business arrangements, thereby damaging our reputation, operations and financial position and lead to increased costs to retain current revenues, any of which could have a material adverse effect on us. Limitations imposed by Regulatory Authorities on the right to own our securities may result in sanctions being imposed on our regulated subsidiaries and an acquirer of such securities in the event of noncompliance by such acquirer, and may reduce the value of our shares. Several of the Company’s indirect subsidiaries are subject to regulatory supervision, including the requirement to obtain prior consent from the relevant regulator when a person holds, acquires or increases a qualifying holding in those entities. See “Item 4.B. Business Overview—Licensing and Regulation” of this Report. On the basis of these regulations, acquisition of our shares above certain thresholds require prior approval of the FCA and CBI. Noncompliance with those requirements constitutes a criminal offense that may lead to criminal prosecution, as well a violation of applicable laws governing the payment services and electronic money industry in the relevant jurisdictions, which may lead to injunctions, penalties and sanctions against the Company’s regulated subsidiaries as well as the person seeking to hold, acquire or increase the qualifying holding (including, but not limited to, substantial fines, public censure and prison sentences), may subject the relevant transactions to cancellation or forced sale, and may result in increased regulatory compliance 20 requirements or other potential regulatory restrictions on our business (including in respect of matters such as corporate governance, restructurings, mergers and acquisitions, financings and distributions), enforced suspension of operations, cancellation of corporate resolutions made on the basis of such qualifying holding, restitution to customers, removal of board members, suspension of voting rights and variation, cancellation or withdrawal of licenses and authorizations. If any of this were to occur, it could damage our reputation, limit our growth and materially and adversely affect our business, financial condition and results of operations. In addition, the uncertainty and inconvenience created by those regulatory requirements may discourage potential investors from acquiring our shares, which may in turn reduce the value of the shares. Our use of open source software could compromise our ability to offer our products or services and subject us to possible litigation. We use open source software in connection with our products and services. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software or claiming noncompliance with open source licensing terms. While the use of open source software may reduce development costs and speed up the development process, it may also present certain risks that may be greater than those associated with the use of third-party commercial software. For example, open source software is generally provided without any warranties or other contractual protections regarding infringement or the quality of the code, including the existence of security vulnerabilities. Despite our efforts to monitor our use of open source software and compliance with applicable license terms (through using monitoring software to assess vulnerability and licensing implication), we cannot guarantee we comply with all terms of open source licenses applicable to us, and we could be required by the terms of applicable open source software licenses to publicly disclose all or part of the proprietary source code to our software and/or make available any derivative works of the open source code on unfavorable terms or at no cost. The terms of some open source licenses are ambiguous, and third parties may claim that we have violated terms of open source licenses even if we believe we comply. Any actual or claimed requirement to disclose our proprietary source code or pay damages for breach of contract could harm our business and could help third parties, including our competitors, develop products and services that are similar to or better than ours. Any of the foregoing could be harmful to our business, financial condition and results of operations. Changes in tax law, changes in our effective tax rate or exposure to additional tax liabilities could affect our profitability and financial condition. We carry out our business operations through entities in multiple foreign jurisdictions. As such, we are required to file corporate income tax returns that are subject to foreign tax laws. The foreign tax liabilities are determined, in part, by the amount of operating profit generated in these different taxing jurisdictions. Our effective tax rate, earnings and operating cash flows could be adversely affected by changes in the mix of operating profits generated in countries with higher statutory tax rates as well as by the positioning of our cash balances globally. If statutory tax rates or tax bases were to increase or if changes in tax laws, regulations or interpretations were made that impact us directly, our effective tax rate, earnings and operating cash flows could be adversely impacted. Any such adverse changes in the applicability of tax to us could increase the levels of taxation payable by us which would have an adverse effect on our business, financial condition, results of operations and prospects. In addition to the possibility of a substantial tax burden being imposed on us, the risk that we may become subject to an increased level of taxation may result in us needing to change our corporate or operational structure, which could have a material adverse effect on our business, financial condition, results of operations and prospects. Additionally, the tax authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology or intercompany arrangements. In 2022, the European Union (EU) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development Pillar Two Framework that was supported by over 130 countries worldwide. The EU effective dates are January 1, 2024, and January 1, 2025, for different aspects of the directive. A significant number of countries are also implementing similar legislation. Our global effective tax rate could be impacted by these legislations, or any resulting local country legislation enacted in response to any potential global minimum tax rates. Additionally, tax authorities at the international, federal, state, and local levels are currently reviewing the appropriate tax treatment of companies engaged in internet commerce and financial technology. These developing changes could affect our financial position and results of operations. In particular, due to the global nature of the internet, it is possible that tax authorities at the international, federal, state, and local levels may attempt to regulate our transactions or levy new or revised sales & use taxes, VAT, digital services taxes, income taxes, or other taxes relating to our activities in the internet commerce and financial technology space. New or revised taxes, in particular, sales & use taxes, VAT, and similar taxes, including digital service taxes, would likely increase the cost of doing business. New taxes could also create significant increases in internal costs necessary to capture data and collect and remit taxes. Any of these events could have an adverse effect on our business and the results of operations. Furthermore, any changes in other jurisdictions to the political and social perception of running a business out of a tax-friendly jurisdiction or any action by HMRC or any other tax authority to investigate our tax arrangements could result in adverse publicity and 21 reputational damage for us, which could have an adverse effect on our business, financial condition, results of operations and prospects. If tax authorities are successful in challenging our tax arrangements, we may be liable for additional tax and penalties and interest related thereto, which may have a significant impact on our business, financial condition, results of operations and prospects. We may be affected by Sections 1471-74 of the Code (“FATCA”) and other cross border automatic exchange of information provisions. In light of FATCA, certain non-U.S. financial institutions (“foreign financial institutions” or “FFIs”) are required to register with the U.S. Internal Revenue Service (“IRS”) to obtain a Global Intermediary Identification Number (“GIIN”) and comply with the terms of FATCA, including any applicable intergovernmental agreement (“IGA”) and any local laws implementing such agreement or FATCA. Based on our current operations and business activities, including our Digital Wallet business, we have registered certain of our subsidiaries, and may be required to register additional subsidiaries, as FFIs and will therefore be required to register with the IRS to obtain a GIIN, and required to comply with the terms of any applicable IGA. Failure to comply with FATCA (including as the same may be implemented under the terms of any applicable IGA) could subject certain payments of U.S. source fixed, determinable, annual, or periodical income made to us to 30% FATCA withholding tax. Further, our FFI subsidiaries would need to perform diligence on their existing and new customers, provided that their account balances reached certain thresholds, including obtaining self-certifications regarding the account holder’s citizenship or tax residence in the United States. They would then be required to report certain information about their U.S. account holders to either the IRS or their local tax authorities (which will in turn provide such information to the IRS). This reporting requirement could potentially dissuade customers from doing business with us. New reporting requirements have been introduced in the UK and EU in respect of electronic money and crypto transactions. We are regularly subject to litigation, regulatory inspections and government inquiries. We may be and in some cases have been subject to claims, lawsuits (including class action lawsuits), government or regulatory investigations, subpoenas, inquiries or audits, and other adverse legal proceedings involving areas such as intellectual property, consumer protection, privacy, data protection, biometric data processing, artificial intelligence, gambling, labor and employment, immigration, competition, accessibility, securities, tax, marketing and communications practices, commercial disputes, anti-money laundering, anti-corruption, counter-terrorist financing, sanctions and other matters. See “Item 4.B. Business Overview—Legal Proceedings.” The number and significance of disputes and inquiries may increase as our business expands in scale, scope and geographic reach, and our products and services increase in scale and complexity. In addition, the laws, rules and regulations affecting our business, including those pertaining to internet and mobile commerce, data protection, payments services, and credit, are subject to evolving interpretation by the courts and governmental authorities, and the resulting uncertainty in the scope and application of these laws, rules, and regulations increases the risk that we will be subject to private claims and governmental actions alleging liability on our part. Further, our focus on specialized industry verticals exposes us to a higher risk of losses resulting from investigations, regulatory inspections and litigation. The scope, outcome, and impact of any claims, lawsuits, government investigations, disputes, and other legal proceedings to which we are subject cannot be predicted with certainty. Regardless of the outcome, such matters can have an adverse impact, which may be material, to our business, financial condition and results of operations because of legal costs, diversion of management resources, reputational damage, and other factors. Determining reserves for our pending litigation and regulatory proceedings is a complex, fact-intensive process that involves a high degree of discretionary judgment. Resolving one or more of such legal and regulatory proceedings or other matters could potentially require us to make substantial payments to satisfy judgments, fines, or penalties or to settle claims or proceedings, any of which could materially and adversely affect our business, financial condition and results of operations. These proceedings could also result in reputational harm, criminal sanctions, consent decrees, or orders that prevent us from offering certain products or services, cause us to withdraw from certain markets or terminate certain relationships, require us to change our business practices in costly ways, or develop non-infringing or otherwise altered products or technologies. Any of these consequences could materially and adversely affect our business, financial condition, results of operations and future prospects. Risks Related to Paysafe’s Indebtedness Our substantial leverage could adversely affect our financial condition, our ability to raise additional capital to fund our operations, our ability to operate our business, our ability to engage in acquisitions, our ability to react to changes in the economy or our industry or our ability to pay our debts, and could divert our cash flow from operations to debt payments. We are highly leveraged. As of December 31, 2025, the total principal amount of our debt was approximately $2.6 billion. Subject to the limits contained in the credit agreements that govern our credit facilities, we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. If we do so, the risks 22 related to our high level of debt could increase. Specifically, our high level of debt could have important consequences, including the following: •making it more difficult for us to satisfy our obligations with respect to our debt; •limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements; •requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes; •increasing our vulnerability to general adverse economic and industry conditions; •exposing us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest; •limiting our flexibility in planning for and reacting to changes in the industry in which we compete; •placing us at a disadvantage compared to other, less leveraged competitors; and •increasing our cost of borrowing. We are a holding company, and our consolidated assets are owned by, and our business is conducted through, our subsidiaries. Revenue from these subsidiaries is our primary source of funds for debt payments and operating expenses. Our credit agreements contain covenants that restrict our subsidiaries from making distributions, subject to certain baskets and exceptions, which may impair our ability to meet our debt service obligations or otherwise fund our operations. Moreover, there may be restrictions on payments by subsidiaries to their parent companies under applicable laws, including laws that require companies to maintain minimum amounts of capital and to make payments to shareholders only from profits. As a result, although a subsidiary of ours may have cash, we may not be able to obtain that cash to satisfy our obligation to service our outstanding debt or fund our operations. Despite our current level of indebtedness, we may be able to incur substantially more debt and enter into other transactions which could further exacerbate the risks to our financial condition described above. We may be able to incur significant additional indebtedness in the future. Although certain of the agreements governing our existing indebtedness contain restrictions on the incurrence of additional indebtedness and entering into certain types of other transactions, these restrictions are subject to a number of qualifications and exceptions. Additional indebtedness incurred in compliance with these restrictions could be substantial. These restrictions also do not prevent us from incurring obligations, such as trade payables, that do not constitute indebtedness as defined under our debt instruments. To the extent new debt is added to our current debt levels, the substantial leverage risks described in the immediately preceding risk factor would increase. See “Description of Certain Indebtedness”. Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly. Interest rates may increase in the future. As a result, interest rates on our variable rate credit facilities could be higher or lower than current levels. As of December 31, 2025, the Company held approximately $1.8 billion of outstanding debt at variable interest rates. If interest rates were to increase, our debt service obligations on the variable rate indebtedness would increase even where the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease. Our debt agreements impose significant operating and financial restrictions on us and our subsidiaries, which could prevent us from capitalizing on business opportunities. The agreements that govern our credit facilities impose significant operating and financial restrictions on us. These restrictions limit the ability of certain of our subsidiaries to, among other things: •incur additional indebtedness and make guarantees; •create liens on assets; •engage in mergers or consolidations or make fundamental changes; •sell assets; •pay dividends and distributions or repurchase share capital; •make investments, loans and advances, including acquisitions; 23 •engage in certain transactions with affiliates; •enter into certain burdensome agreements; •make changes in the nature of their business; and •make prepayments of junior debt. As a result of these restrictions, we are limited as to how we conduct our business and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness we may incur could include similar or more restrictive covenants. We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders or amend the covenants. Our failure to comply with the restrictive covenants described above as well as other terms of our other indebtedness or the terms of any future indebtedness from time to time could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings before their due date. If we are forced to refinance these borrowings on less favorable terms or are unable to refinance these borrowings, our results of operations and financial condition could be adversely affected. If there were an event of default under any of the agreements relating to our outstanding indebtedness, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately. We cannot assure you that our assets or cash flows would be sufficient to fully repay borrowings under our outstanding debt instruments if accelerated upon an event of default. Further, if we are unable to repay, refinance or restructure our indebtedness under our secured debt, the holders of such debt could proceed against the collateral securing that indebtedness. In addition, any event of default or declaration of acceleration under one debt instrument could also result in an event of default under one or more of our other debt instruments. Our business may be adversely impacted by changes in currency exchange rates. As we operate across multiple jurisdictions and currencies, changes in currency exchange rates could lead to adverse impacts on our financial assets and liabilities, and in particular on our external debt and intercompany transactions. A deterioration in reported earnings as a result of currency exchange rate fluctuations could lead to a covenant breach and result in an event of default in our agreements relating to our outstanding indebtedness which, if not cured or waived, could result in our being required to repay these borrowings before their due date. If we are forced to refinance these borrowings on less favorable terms or are unable to refinance these borrowings, our results of operations and financial condition could be adversely affected. Upon a change of control, all of our outstanding debt under our credit facilities would become immediately due and payable. Upon a change of control, as defined under our 2021 Senior Facilities Agreement, all of our outstanding debt under the Senior Facilities Agreement would be immediately due and payable. A person or group of persons acting in concert (other than with the CVC Investors and the Blackstone Investors and any person directly or indirectly controlled by any of them) acquiring (directly or indirectly) more than 50% of the Company Common Shares would constitute a change of control under our credit agreements. In order to obtain sufficient funds to repay our debt if a change of control occurs, we expect that we would have to refinance our debt. We cannot assure you that we would be able to refinance our debt on reasonable terms, if at all. Our failure to repay all outstanding debt which becomes due and payable due to a change of control would trigger an event of default under the applicable credit agreement and may be an event of default under one or more of our other agreements. Moreover, such an event of default under one credit facility may cause the acceleration of our other debt under our other credit facilities. Our future debt also may contain restrictions on repayment requirements with respect to specified events or transactions that constitute a change of control under our debt agreements. Such restrictions could discourage, delay or prevent a transaction involving a change in control of the Company, including actions that our shareholders may deem advantageous, or negatively affect the trading price of the Company Common Shares. Our inability to generate sufficient cash flow could affect our ability to execute our strategic plans. Organic growth opportunities are an important element of our strategy. See “Item 4.B. Business Overview—Our Growth Strategies.” We may not generate sufficient cash flow to finance such growth plans. Consequently, the execution of our growth strategy may require access to external sources of capital, which may not be available to us on acceptable terms, or at all. Limitations on our access to capital, including on our ability to issue additional debt or equity, could result from events or causes beyond our control, and could include decreases in our creditworthiness or profitability, significant increases in interest rates, increases in the risk premium generally required by investors, decreases in the availability of credit or the tightening of terms required by lenders. Any limitations on our ability to secure external capital, continue our existing finance arrangements or refinance existing financing obligations could limit our liquidity, financial flexibility or cash flow and affect our ability to execute our strategic plans, which could have a material adverse effect on our business, results of operations and financial condition. Our consolidated financial statements include significant intangible assets which could be impaired. 24 We carry significant intangible assets on our statements of financial position. As of December 31, 2025, we had $0.9 billion of intangible assets and $2.1 billion in goodwill. Pursuant to current accounting rules, we are required to assess goodwill for impairment at least annually or more frequently if impairment indicators are present. Impairment indicators include, but are not limited to, significant under-performance relative to historical or projected future operating results, a significant decline in share price or market capitalization and negative industry or economic trends. If such events were to occur, the carrying amount of our goodwill may no longer be recoverable and we may be required to record an impairment charge. Continued sustained declines in our share price or reduced forecast would require us to perform goodwill impairment tests in subsequent periods. If there is a continued and sustained decline in our share price or significant reduction in the fair value of debt, this could result in a material goodwill impairment in future periods. Further, should the impact of macro-economic conditions, or other factors, be more severe or of longer duration than assumed in the forecasted cash flows, the goodwill may be at risk of impairment. Risks Related to the U.S. Federal Income Tax Treatment The IRS may not agree that Paysafe (i) should be treated as a non-U.S. corporation for U.S. federal income tax purposes and (ii) should not be treated as a “surrogate foreign corporation” for U.S. federal income tax purposes. Under current U.S. federal income tax law, a corporation generally will be considered to be a U.S. corporation for U.S. federal income tax purposes only if it is created or organized in the United States or under the law of the United States or of any State. Accordingly, under generally applicable U.S. federal income tax rules, we were not created or organized in the United States or under the law of the United States or of any State but instead we are a Bermuda incorporated entity, which would generally be classified as a non-U.S. corporation. If it were determined that we should be treated as a U.S. corporation for U.S. federal income tax purposes, we would be liable for U.S. federal income tax on its income just like any other U.S. corporation and certain distributions made by us to non-U.S. holders of our securities would be subject to U.S. withholding tax. In addition, even if we were not treated as a U.S. corporation, we may be subject to unfavorable treatment as a “surrogate foreign corporation” in the event that ownership attributable to former FTAC Stockholders exceeds a threshold amount. If it were determined that we should be treated as a surrogate foreign corporation for U.S. federal income tax purposes, any dividends would not qualify for “qualified dividend income” treatment, and our U.S. affiliates could be subject to increased taxation. While we believe we should not be treated as a U.S. corporation for U.S. federal income tax purposes or otherwise be subject to unfavorable treatment as a surrogate foreign corporation, no IRS ruling has been requested or will be obtained. Furthermore, the interpretation of Treasury regulations relating to the required ownership of Paysafe is subject to uncertainty and there is limited guidance regarding their application. Accordingly, there can be no assurance that the IRS will not take a contrary position to those described above or that a court will not agree with a contrary position of the IRS in the event of litigation. Risks Related to Paysafe’s Common Shares and Corporate Structure We rely on our operating subsidiaries to provide us with funds necessary to meet our financial obligations and our ability to pay dividends may be constrained. We operate through a holding structure. We are a holding company with no material, direct business operations. Our only assets are direct and indirect equity interests in our operating subsidiaries. As a result, we are dependent on loans, dividends and other payments from these subsidiaries to generate the funds necessary to meet our financial obligations, including any payment of dividends. The ability of our subsidiaries to make such distributions and other payments depend on their earnings and may be subject to contractual or statutory limitations, such as limitations imposed by our financing facilities to which our subsidiaries are borrowers or guarantors or the legal requirement of having distributable profits or distributable reserves. For additional information, see “Item 8.A. Consolidated Statements and Other Financial Information” of this Report. As an equity investor in our subsidiaries, our right to receive assets upon a subsidiary’s liquidation or reorganization will be structurally subordinated to the claims of such subsidiary’s creditors. To the extent we are recognized as a creditor of a subsidiary, our claims may still be subordinated to any security interest in or other lien on such subsidiary’s assets and to any of its debt or other obligations that are senior to our claims. The actual payment of any future dividends on the Company Common Shares and the amounts thereof depend on a number of factors, including, inter alia, the amount of distributable profits and reserves, including capital contribution reserves (which can be reduced by losses in a current year or carried forward from previous years), our capital expenditure and investment plans, revenue, profits, financial condition, our level of profitability, leverage ratio (as such term is defined under our credit agreements), applicable restrictions on the payment of dividends under applicable laws, compliance with credit covenants, general economic and market conditions, future prospects and such other factors as our board of directors may deem relevant from time to time. There can be no assurance that the above mentioned factors will facilitate or allow adherence to our dividend policy. Our ability to pay dividends may be impaired if any of the risks described in this section “Risk Factors” were to occur. As a result, our ability to pay dividends in the future may be limited and our dividend policy may change. Our board of directors will revisit the Company’s dividend policy from time to time. 25 Our Principal Shareholders control 54.4% of our Company and their interests may conflict with ours or yours in the future. Our Principal Shareholders beneficially own approximately 54.4% of our Company Common Shares. Moreover, under the Company Bye-laws and the Shareholders Agreement with our Principal Shareholders, for so long as our Principal Shareholders retain significant ownership of us, we will agree to nominate to our board individuals designated by such shareholders. Our Principal Shareholders own common shares representing a majority of the total voting power of our issued and outstanding shares carrying the right to vote at general meetings, for so long as each such shareholder continues to own a significant percentage of our Company Common Shares, such shareholder will still be able to significantly influence the composition of our board of directors and the approval of actions requiring shareholder approval through their voting power. Accordingly, for such period of time, our Principal Shareholders will have significant influence with respect to our management, business plans and policies, including the appointment and removal of our officers. In particular, for so long as our Principal Shareholders continue to own a significant percentage of our Company Common Shares, such shareholder will be able to cause or prevent a change of control of our company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our company. The concentration of ownership could deprive you of an opportunity to receive a premium for your Company Common Shares as part of a sale of our company and ultimately might affect the market price of our Company Common Shares. On November 24, 2025, we entered into privately negotiated agreements with Cannae and Fidelity National Financial, Inc. to repurchase approximately 4 million of our common shares. As a result of this transaction, Cannae does not own any of our common shares and is no longer a party to the Shareholders Agreement. We are a “controlled company” under applicable listing standards, and, as a result, shareholders may not have the same protections afforded to shareholders of companies that are not controlled companies. As a result of the ownership among the parties to our shareholders agreement, the Principal Shareholders collectively control a majority of the voting power of our outstanding common shares. Accordingly, we qualify as a “controlled company” under the corporate governance standards of the NYSE. As a controlled company, we are permitted to rely on exemptions from certain corporate governance requirements, including requirements that a majority of our board of directors be independent and that our compensation and nominating and corporate governance committees be composed entirely of independent directors. As a foreign private issuer we are exempt from a number of rules under U.S. securities laws and are permitted to file less information with the SEC than a U.S. company. We report under the Exchange Act as a non-U.S. company with foreign private issuer status. Under Rule 405 of the Securities Act, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on June 30, 2026. As a foreign private issuer, we are not subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, we are exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act, including the U.S. proxy rules under Section 14 of the Exchange Act. In addition, our officers and directors are exempt from the “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities. Moreover, while we expect to submit quarterly interim consolidated financial data to the SEC under cover of the SEC’s Form 6-K, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies and will not be required to file quarterly reports on Form 10-Q or current reports on Form 8-K under the Exchange Act. Accordingly, there may be less publicly available information concerning our business than there would be if we were a U.S. public company. Additionally, certain accommodations in the NYSE corporate governance standards allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards. The Company Bye-laws do not require shareholder approval for the issuance of authorized but unissued shares, in various situations, as described in “Item 16G. Corporate Governance. We are also not required to have a majority of independent directors. To this extent, our practice varies from the requirements of the corporate governance standards of NYSE, which generally requires an issuer to obtain shareholder approval for the issuance of securities in connection with such events and requires a majority of the board to be independent. While we do not currently intend to rely on any other home country accommodations in our corporate governance standards, for so long as we qualify as a foreign private issuer, we may take advantage of them. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the cost we would incur as a foreign private issuer. As a result, we expect that a loss of foreign private issuer status would increase our legal and financial compliance costs and is likely to make some activities highly time consuming and costly. We also expect that if we were required to comply with the rules and regulations applicable 26 to U.S. domestic issuers, it could make it more difficult and expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. There can be no assurance we will be able to comply with the continued listing standards of the NYSE for our securities. If we fail to continue to meet the listing requirements of the NYSE, the Company Common Shares may be delisted. The Company Warrants were previously delisted effective late November 2025 and will expire in March 30, 2026. If the Company Common Shares are also delisted, Paysafe and its shareholders could face significant material adverse consequences, including: •limited availability of market quotations for its securities; •potential loss of confidence by investors; •limited amount of news and analyst coverage for Paysafe; and •decreased ability to issue additional securities or obtain additional financing in the future. The Company Bye-laws and Shareholders Agreement, as well as Bermuda law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our Company Common Shares. The Company Bye-laws and Shareholders Agreement, as well as Bermuda law, contain provisions that may discourage, delay or prevent a merger, amalgamation, acquisition, or other change in control that shareholders may consider favorable, including transactions in which you might otherwise receive a premium for your Company Common Shares. These provisions may also prevent or frustrate attempts by our shareholders to replace or remove our management. Our corporate governance documents include provisions: •authorizing blank check preference shares, which could be issued without shareholder approval and with voting, liquidation, dividend and other rights superior to our Company Common Shares; •providing that any action required or permitted to be taken by our shareholders must be taken at a duly called annual or special meeting of such shareholders and may not be taken by any consent in writing by such shareholders; provided that for so long as our Principal Shareholders beneficially own, collectively, at least 30% of the issued and outstanding shares carrying the right to vote at general meetings at the relevant time, any action (except the removal of a director or an auditor) which may be done by resolution of the shareholders in a general meeting may also be done by resolution in writing, signed by the shareholders who at the date of the notice of the resolution in writing represent not less than the minimum number of votes as would be required to pass the resolution if the resolution was voted on at a quorate meeting of the shareholders; •requiring, to the fullest extent permitted by applicable law, advance notice of shareholder proposals for business to be conducted at meetings of our shareholders and for shareholder-proposed nominations of candidates for election to our board of directors; •establishing a classified board of directors, so that not all members of our board are elected at one time, with the election of directors requiring only a plurality of votes cast; •providing that certain actions required or permitted to be taken by our shareholders, including amendments to the Company Bye-laws and certain specified corporate transactions, may be effected only with the approval of our board of directors, in addition to any other vote required by the Company Bye-laws and/or applicable law; •prohibiting us from engaging in a business combination with a person who acquires at least 10% of our Company Common Shares for a period of three years from the date such person acquired such common shares unless approved by the Company Board and authorized at an annual or special meeting of shareholders by the affirmative vote of at least two-thirds of our issued and outstanding voting shares that are not owned by such person, subject to certain exceptions. This provision shall not apply to our Principal Shareholders and any of their respective direct or indirect transferees; •limiting the filling of vacancies or newly created seats on the Company Board between general meetings to the decision of our board of directors then in office at any time when our Principal Shareholders beneficially own, collectively, less than 30% of the issued and outstanding shares carrying the right to vote at general meetings at the relevant time, subject to the rights granted to one or more series of preference shares then outstanding or the rights granted under the Shareholders Agreement; and •providing that directors may be removed by shareholders only by resolution with or without cause upon the affirmative vote of a majority of our issued and outstanding voting shares; provided, however, at any time when our Principal Shareholders beneficially own, collectively, less than 30% of the issued and outstanding shares carrying the right to vote at general meetings at the relevant time, directors may only be removed for cause (as determined by the Company Board), and only 27 upon the affirmative vote of holders of at least 66 2/3% of the issued and outstanding shares carrying the right to vote at general meetings at the relevant time, voting together as a single class. The existence of the foregoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future for common shares. They could also deter potential acquirers of our Company, thereby reducing the likelihood that you could receive a premium for your Company Common Shares in an acquisition. You may have difficulty enforcing judgments of U.S. courts against us in Bermuda courts. We are organized as an exempted company pursuant to the laws of Bermuda. In addition, a number of our directors and executive officers are not residents of the United States, and a substantial portion of our assets and their assets are or may be located in jurisdictions outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon those persons or us or to recover against them or us on judgments of U.S. courts, including judgments predicated upon civil liability provisions of the U.S. federal securities laws. We have been advised that there is no treaty in force between the United States and Bermuda providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. As a result, whether a U.S. judgment would be enforceable in Bermuda against us or our directors and officers depends on whether the U.S. court that entered the judgment is recognized by the Bermuda court as having jurisdiction over us or our directors and officers, as determined by reference to Bermuda conflict of law rules. A judgment debt from a U.S. court that is final and for a sum certain based on U.S. federal securities laws will not be automatically enforceable in Bermuda unless the judgment debtor had submitted to the jurisdiction of the U.S. court, and the issue of submission and jurisdiction is a matter of Bermuda (not U.S.) law. In addition, and irrespective of jurisdictional issues, the Bermuda courts will not enforce a U.S. federal securities law that is either penal or contrary to Bermuda public policy. We have been advised that an action brought pursuant to a public or penal law, the purpose of which is the enforcement of a sanction, power or right at the instance of the state in its sovereign capacity, will not be entertained by a Bermuda court. Certain remedies available under the laws of U.S. jurisdictions, including certain remedies under U.S. federal securities laws, would not be available under Bermuda law or enforceable in a Bermuda court, as they would be contrary to Bermuda public policy. Further, no claim may be brought in Bermuda against us or our directors and officers in the first instance for violation of U.S. federal securities laws because these laws have no extraterritorial jurisdiction under Bermuda law and do not have force of law in Bermuda. A Bermuda court may, however, impose civil liability on us or our directors and officers if the facts alleged in a complaint constitute or give rise to a cause of action under Bermuda law. Our shareholders may have more difficulty protecting their interests than shareholders of a U.S. corporation. The rights of shareholders under Bermuda law are not as extensive as the rights of shareholders under legislation or judicial precedent in many U.S. jurisdictions. Class actions and derivative actions are generally not available to shareholders under Bermuda law. However, Bermuda courts ordinarily would be expected to follow English case law precedent, which would permit a shareholder to commence an action in the name of a company to remedy a wrong done to a company where the act complained of is alleged to be beyond the corporate power of a company, is illegal, or would result in the violation of that company’s memorandum of association or bye-laws. Furthermore, consideration would be given by a Bermuda court to allow derivative action rights where acts that are alleged to constitute a fraud against the minority shareholders or where an act requires the approval of a greater percentage of our shareholders than actually approved it. The winning party in such an action generally would be able to recover a portion of attorneys’ fees incurred in connection with such action. We may issue additional Company Common Shares or other securities without shareholder approval, which would dilute existing ownership interests and may depress the market price of Company Common Shares. Paysafe may issue additional Company Common Shares or other equity securities of equal or senior rank in the future in connection with, among other things, repayment of outstanding indebtedness or Paysafe’s equity incentive plan, without shareholder approval, in a number of circumstances. Paysafe’s issuance of additional Company Common Shares or other equity securities of equal or senior rank would have the following effects: •existing Paysafe Shareholders’ proportionate ownership interest in Paysafe may decrease; •the amount of cash available per share, including for payment of dividends in the future, may decrease; •the relative voting strength of each previously outstanding Company Common Shares may be diminished; and •the market price of Company Common Shares may decline. 28 Future sales of the Company Common Shares issued to the Existing Paysafe Shareholders and other significant shareholders may cause the market price of Company Common Shares to drop significantly, even if Paysafe’s business is doing well. Under the Merger Agreement, the Existing Paysafe Shareholders received, among other things, a significant amount of Company Common Shares. Subject to the Shareholders Agreement, the Existing Paysafe Shareholders and certain other shareholders party to the Shareholders Agreement may sell Company’s securities pursuant to Rule 144 under the Securities Act, if available. Upon satisfaction of the requirements of Rule 144 under the Securities Act, the Existing Paysafe Shareholders and certain other significant shareholders may sell large amounts of the Company’s securities in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in Paysafe’s share price or putting significant downward pressure on the price of the Company Common Shares.

A. History and Development of the Company Paysafe Limited was incorporated under the laws of Bermuda on November 23, 2020 for the purpose of effectuating the Transaction described herein and became the parent company of the combined business following the consummation of the Transaction, which was consummated on March 30, 2021. On December 7, 2020, Foley Trasimene Acquisition Corp. II, a Delaware corporation (“FTAC”), Paysafe Limited, an exempted limited company incorporated under the laws of Bermuda (“Paysafe Limited”), Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of Paysafe Limited (“Merger Sub”), Paysafe Bermuda Holding LLC, a Bermuda exempted limited liability company (the “LLC”), Pi Jersey Holdco 1.5 Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (the “Accounting Predecessor”), and Paysafe Group Holdings Limited, a private limited company incorporated under the laws of England and Wales (“PGHL”), entered into the Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, among other things, (i) Merger Sub would merge with and into FTAC, with FTAC being the surviving corporation in the merger and an indirect subsidiary of Paysafe Limited (“Merger”) and each outstanding publicly traded share of FTAC Class A Common Stock and FTAC Class B Common Stock (other than certain excluded shares) would convert into the right to receive one common share, par value $0.001 per share (prior to "Reverse Stock Split" described below) of Paysafe Limited (“Company Common Shares”), (ii) PGHL would transfer and contribute the Accounting Predecessor to the Company in exchange for Company Common Shares and cash and (iii) each of FTAC’s publicly traded warrants that are outstanding immediately prior to the Effective Time of the Merger would, pursuant to and in accordance with the warrant agreement covering such warrants, automatically and irrevocably be modified to provide that such warrant will no longer entitle the holder thereof to purchase the amount of share(s) of FTAC common stock set forth therein and in substitution thereof such warrant will entitle the holder thereof to acquire the same number of Company Common Shares per warrant on the same terms. The Transaction, as defined herein, was consummated on March 30, 2021, and on March 31, 2021 Paysafe Limited’s common shares and warrants began trading on the NYSE under the symbols “PSFE” and “PSFE.WS,” respectively. See “Item 5. Operating and Financial Review and Prospects” for a discussion of Paysafe’s principal capital expenditures and divestitures for each of the three years in the period ended December 31, 2025. There are no material capital expenditures or divestitures currently in progress as of the date of this Report. The mailing address of Paysafe Limited’s registered office is c/o M Q Services Ltd., Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal executive office is located at 2 Gresham Street London, United Kingdom EC2V 7AD and its telephone number is +44 (0) 207 608 8460. The Company’s principal website address is www.paysafe.com. We do not incorporate the information contained on, or accessible through, the Company’s websites into this Report, and you should not consider it as a part of this Report. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s website is https://www.sec.gov. B. Business Overview Overview Paysafe is one of the leading global payments platforms powering the experience economy, processing $167 billion in volume in 2025 and $152 billion in 2024, and generating $1.7 billion in revenue in both 2025 and 2024. We help businesses and consumers move money confidently by delivering payments that are easier, faster and safer across digital and physical experiences. Digital and physical worlds are converging around experience driven commerce, creating a new generation of entertainment that increases consumer demand for frictionless, curated, and personalized interactions. Our integrated platform supports a broad range of payment capabilities, underpinned by focused risk management, strong regulatory expertise and deep industry knowledge. This combination enables us to serve 18 million active users in more than 120 countries and approximately 200,000 SMBs, supporting secure and 29 friction‑less commerce across online, mobile, in-app and in-store environments. Paysafe plays a critical role in some of the world’s most complex and demanding commerce ecosystems, with a strong presence across large entertainment‑led verticals including iGaming, travel, streaming and video gaming, retail and hospitality, and digital assets. Our experience in these environments has shaped a platform designed to perform reliably at scale, where trust, compliance and resilience matter most. We operate through two business segments; Digital Wallets which represented approximately $815 million, or 47%, of our revenue and Merchant Solutions which represented approximately $905 million, or 53%, of our revenue for the year ended December 31, 2025. As the experience economy accelerates, a growing share of global commerce is moving into environments where payments are more complex, more regulated and more demanding. Many legacy payment systems lack the flexibility, scale, security, and resilience expected by modern global commerce today. Paysafe is designed for this reality, helping businesses handle complexity with confidence and deliver payment experiences that are easier, faster and safer. To address this opportunity within the experience economy, Paysafe has developed a suite of innovative, proprietary payment capabilities designed to support both Business‑to‑Business (B2B) and Business‑to‑Consumer (B2C) relationships. Our platform is built to handle complexity at scale, reducing friction, strengthening trust and enabling payments that are faster, safer and more seamless across digital and physical experiences. In doing so, we help businesses perform more effectively and support consumers with simpler, more reliable ways to pay and get paid. Our solutions go beyond traditional card‑based payments by combining breadth, flexibility and performance. By providing the advanced capabilities of digital wallets, alternative payment methods (“APMs”) and digital currency transactions, we thrive to enable businesses to grow, engage active users and operate reliably in demanding, highly regulated environments. Key components of our platform include: •A Global Stored-Value Digital Wallet Solution—that enables users to upload, store, withdraw, pay and send funds through a branded or embedded virtual account. This solution supports transactions in over 10 languages and over 40 currencies and is integrated with hundreds of APMs from around the world. •An eCash Network— that allows users to convert cash at over a million locations across over 60 countries into a proprietary digital currency. This currency can be accessed via a mobile app, a virtual account or a user code and used for online gaming, video games, mobile commerce, or in-app purchases; •An Independent Merchant Acquiring Solution— that enables businesses to support eCommerce, software-integrated commerce and in-store transactions more effectively. Using a single Application Programming Interface ("API"), proprietary gateway, data tokenization, risk management and fraud tools and approximately 210 Integrated Software Vendor ("ISV") integrations, merchants can process credit card, debit card and APM transactions seamlessly across channels. We believe that Paysafe’s competitive advantage is rooted in the way we bring together global scale, industry expertise and a high‑performance platform. This advantage is built on three core strengths: •Our global digital commerce solutions capabilities, which enable businesses and consumers to participate confidently in complex, fast‑moving payment environments across digital and physical channels; •30 years of global industry experience and a culture focused on solving complexity, which allows us to go beyond traditional payments and address the operational, regulatory and risk challenges that define modern digital commerce; and •A unified global platform of capabilities, including: oA proprietary, cloud-based technology platform, with modular, next-generation capabilities delivered through a micro-services architecture. This provides us with a highly scalable, integrated, single point of access to our products and services and facilitates the customization and delivery of market-specific payment solutions that meet the requirements and purchasing preferences of local markets; oHighly sophisticated global risk management and compliance operations. In order to successfully serve our markets, we run highly sophisticated risk management and regulatory compliance operations with global capabilities. Our risk management processes include stringent operating policies, multi-layered customer onboarding procedures and best-in-class transaction monitoring capabilities. We have over 280 professionals in our compliance and risk teams and have significant expertise in managing risk and regulatory requirements across the entire payments landscape. We believe these skills are a key strategic advantage for us and will serve as part of the foundation for our continued growth and expansion; and oOur proven ability to source, consolidate and unlock value from emerging digital commerce solutions and ecosystems. We have successfully acquired and integrated 19 companies since our foundation and have an advantaged platform for consolidation. As such we have: (a) global capabilities that enable us to source acquisition targets from a large 30 and fragmented pool of attractive candidates that we can evaluate and learn from; (b) a “plug and play” platform infrastructure that we can leverage to generate revenue and cost synergies from an acquired company; (c) a significant amount of deal experience and expertise across a seasoned team that enables us to source, identify, negotiate and execute deals effectively; and (d) strong integration capabilities powered by our strong entrepreneurial culture and global HR infrastructure that enable us to welcome, integrate and empower new company founders, management teams and employee bases around the world. We believe this combination of scale, expertise and platform capability has positioned Paysafe as one of the leading partners in some of the world’s most demanding experience‑driven verticals, markets where payment requirements are complex, highly regulated and difficult for traditional providers to support effectively. These environments require more than transactional capability; they demand resilience, regulatory depth and the ability to perform reliably at scale: •iGaming: Paysafe is one of the global leaders in iGaming payment services, supporting a broad range of online sports betting, e‑sports, fantasy sports, poker and other casino games. This vertical is highly regulated and requires advanced technology, robust compliance infrastructure and the ability to support cross‑border commerce as markets open and evolve. Paysafe serves approximately 1,500 operators across its global iGaming footprint and has supported market expansion in regions such as Canada, where services were re‑launched in 2010, and the United States, where operations began in 2013, alongside continued growth in Latin America driven by favorable regulatory trends and increased smartphone adoption. •Digital gaming and interactive entertainment: Paysafe is one of the global leaders in payment services for eSports, console gaming and multi‑player online games. We support payments for leading gaming merchants including Sony PlayStation, Xbox/Microsoft, Google Play, Stadia, Samsung, Huawei, Steam, Wargaming.net, Riot Games, Roblox, Twitch, EPIC Games, Ubisoft, Innogames, Activision Blizzard and others. Through PaysafeCard, these merchants are able to accept eCash payments, unlocking higher conversion rates and new customer acquisition from segments not served by conventional payment methods. Building on the success of our eCash offering, we have also expanded relationships by cross‑selling digital wallet and merchant solutions, increasing the depth and continuity of these partnerships. •Online commerce and marketplaces: Paysafe provides simple, scalable payment solutions for online businesses operating across diverse use cases and geographies. We support a majority of the major payment type, from credit and debit cards to local payment options, offering customers flexibility while providing merchants with a single integration point, attractive authorization rates and a platform capable of handling high transaction volumes. Our Skrill digital wallet supports leading eCommerce platforms including Shopify, Wix, Magento, WooCommerce and PrestaShop, and we are integrated with major online marketplaces that sell both proprietary and third‑party inventory. Paysafe also enables PaysafeCard users to access content and services across Google platforms in over 15 countries, including Google Play, YouTube and Stadia, and supports push‑provisioning of Skrill prepaid and NET+ cards into Google Pay. •Global banking and liquidity infrastructure. Paysafe operates a strong global banking network, working with nearly 90 commercial banks across 36 countries. This includes relationships with top‑tier institutions such as J.P. Morgan Chase, Bank of America, BBVA, BMO and PNC, alongside regional and domestic banks across the Americas, EMEA and Asia to support local market operations. In addition, nine large corporate and investment banks provide liquidity for our foreign exchange activities, enabling sizeable trading capacity and supporting the scale and reliability of our global payments platform. Across these and other experience‑driven verticals, consumers are drawn to the flexibility, control and security offered by our digital wallet solutions. These solutions allow users to load funds into stored‑value accounts that can be used online, via mobile devices or within integrated applications. A significant portion of our consumer base includes Millennial and Generation Z users who do not have access to traditional banking products, or who prefer alternative ways to pay. These users value the additional security, transparency and spending control that our solutions provide. We go to market and support our clients through an omni‑channel operating model that reflects both our global scale and our dual B2B and B2C relationships. This approach allows us to serve customers through a worldwide network of teams with deep local market knowledge, including regulatory, customs, cultural and commercial insight. We deploy a combination of direct and indirect sales strategies, with a dedicated enterprise sales organization aligned to our target verticals and supported by sales operations, deal operations, pre‑sales and demand generation capabilities. For smaller merchants, we use targeted marketing acquisition strategies tailored to specific use cases across verticals, geographies and customer profiles, complemented by a broad partner ecosystem of ISVs and independent sales organizations (ISOs) that embed or resell our solutions within their own offerings. Our revenue model is closely aligned to the performance and scale of the payment activity we enable. We generate revenue through transaction‑based fees, calculated as a percentage of transaction value, a fixed fee per transaction, or a combination of both. These fees 31 are earned when funds are loaded onto wallets or cards, when payments are executed by consumers, or when transactions are processed on behalf of merchants and partners. In certain cross‑border use cases, we also generate revenue from foreign exchange fees. For the year ended December 31, 2025, we generated $167 billion of total payment volume and $1.7 billion in revenue. During the same period, we had a net loss of $183 million and generated $429 million of Adjusted EBITDA. For the year ended December 31, 2024, we generated $152 billion of total payment volume and $1.7 billion in revenue. During the same period, we had a net income of $22 million and generated $452 million of Adjusted EBITDA See “Item 5. Operating and Financial Review and Prospects” of this Report for additional information relating to non-GAAP measures presented in this Report and for a reconciliation of such non-GAAP measures to the most directly comparable measures calculated and presented in accordance with GAAP. Our Journey and Evolution as a Payments Platform for the Experience Economy Since our founding in 1996, Paysafe has played a leading role in pioneering digital payment solutions, helping define how complex, experience‑driven commerce is enabled at scale and anticipating how consumers and businesses want to pay, play and transact as experiences increasingly move online. From our earliest innovations, we have focused on expanding choice, reducing friction and enabling trusted payments in environments that are complex, regulated and fast‑moving. Over time, we have deepened our domain expertise, added differentiated capabilities and extended our global reach, transforming early innovation into a scaled, diversified payments platform serving some of the most demanding use cases in the experience economy. Key milestones in our evolution include: •Founding and early innovation: In 1996, NETBANX was established to enable secure online transactions, with Arsenal Football Club among the first adopters. Separately, the Neteller Group was founded in Canada in 1999 to commercialize an early digital wallet concept, allowing users to fund internet‑based transactions without exposing bank or card details at individual merchant sites. •Expansion and early scale: During the early 2000s, adoption of Neteller accelerated as merchants and consumers embraced its ease of use and the expanding range of funding sources and alternative payment methods available through the platform. oPublic listing and consolidation: In 2004, Neteller PLC completed an initial public offering on the AIM Stock Exchange, followed by the acquisition of NETBANX in 2005, bringing together complementary payment capabilities under a single group. oBrand evolution and platform focus: In 2008, the company rebranded as Neovia Financial PLC to reflect a broader platform identity encompassing multiple products, including Neteller, NETBANX and NET+, a prepaid card offering. oStrategic acquisitions and repositioning: In 2011, Neovia acquired substantially all of the assets of 7012985 Canada Inc. and adopted the name Optimal Payments PLC. Between 2014 and 2015, Optimal Payments completed five acquisitions, including the Skrill Group and PaysafeCard, significantly expanding its reach across digital wallets, eCash and global payments. Formation of the Paysafe brand. In November 2015, Optimal Payments changed its name to Paysafe Group PLC and was incorporated in the Isle of Man. In December 2015, the company listed its shares on the main market of the London Stock Exchange. •Privatization and long term investment—In December 2017, a consortium led by CVC Capital Partners and Blackstone acquired Paysafe for approximately a $4 billion U.S. dollar equity value and the company was delisted from the London Stock Exchange, marking the start of a new phase of private ownership and investment. •Corporate reorganization and transaction —Paysafe Limited was incorporated in Bermuda on November 23, 2020 to effectuate the Transaction described herein and became the parent company of the combined business following the consummation of the Transaction on March 30, 2021. •Public listing on the NYSE: On March 31, 2021, Paysafe began trading on the New York Stock Exchange under the ticker symbol “PSFE,” expanding access to the public capital markets. Key Market Trends Paysafe is positioned at the center of the experience economy, where digital and embedded commerce demand performance, trust and choice: 32 •Acceleration of digital wallets. Adoption of digital payment methods, including digital wallets, has continued to grow globally as consumers shift toward digital‑first experiences. Wallets are increasingly capturing share from traditional payment methods as seamless commerce, mobile‑led journeys and new eCommerce models expand. This trend is being reinforced by changing demographics and evolving consumer expectations around convenience, security and control. •Evolution of Merchant Acquiring: SMBs are increasingly adopting technology‑enabled point‑of‑sale solutions to operate more efficiently and meet rising consumer expectations. As a result, technology providers such as smart device manufacturers and independent software vendors (ISVs) are embedding payments, loyalty and commerce functionality directly into their platforms, driving demand for integrated payment partners that can support these ecosystems reliably and at scale. •Growth in emerging markets: Expansion of digital commerce across Latin America and other emerging markets continues to create demand for locally relevant payment solutions. Paysafe’s established brands and eCommerce capabilities in these regions position the company to compete effectively as digital participation and cross‑border commerce increase. •Embedded finance: Embedded finance continues to gain momentum as brands seek to integrate payments directly into their customer experiences while maintaining ownership of the end relationship. For Paysafe, this includes wallet capabilities that allow partners to embed payment functionality within their own ecosystems. Our broad range of offerings -spanning card processing, alternative payment methods and wallet‑based pay‑in and pay‑out functionality - supports continued growth in this segment. •Adoption of Prepaid and eCash. Prepaid and eCash payment methods enable merchants to reach cash‑based, security‑conscious and unbanked consumers, particularly in emerging economies. We believe Paysafe is a leading player in the eCash market, connecting merchants with millions of cash‑based consumers across high‑growth verticals and geographies, and expanding access to digital experiences. •Expansion of Digital Leisure: Consumer demand for digital goods and services continues to grow across categories including eCommerce, streamed video and audio, digital sports betting, video games, NFTs and digital advertising. Here, payments must perform reliably in high‑volume, highly regulated environments areas where we believe Paysafe is well positioned. •Digital Assets: Despite ongoing volatility, digital assets remain an area of investment and innovation within the financial sector. We believe that the regulatory complexity and high‑volume transaction requirements of this vertical align closely with Paysafe’s compliance, risk management and platform capabilities. •Shift toward Universal Commerce Engagement; Consumer journeys are increasingly omnichannel, blending online, mobile and in‑store interactions with payments, loyalty and targeted incentives. Businesses are responding by seeking integrated solutions that allow them to manage customer engagement, payment acceptance, incentives, reporting and analytics across all channels. This trend is driving demand for payments partners capable of supporting unified commerce experiences at scale. •Continued Consolidation of the Payments Industry. Strategic and financial buyers are expected to continue pursuing acquisitions that enhance scale, technology capabilities and vertical or geographic reach. We believe Paysafe’s established M&A track record and integration capabilities position the company to participate strategically in this consolidation. •Growth of Real‑Time Payments. Adoption of real‑time banking solutions is accelerating, particularly in Latin America and Europe. With established eCommerce brands and infrastructure in these regions, we believe Paysafe is well positioned to exploit the high growth banking market in Latin American and Europe. Key Market Challenges As digital commerce evolves and expectations shift toward the experience economy, we believe businesses and consumers face a set of challenges that create both risk and opportunity for commerce platforms and partners: •Delivering Seamless, Connected Experiences Across Channels. Consumers increasingly expect consistent, intuitive experiences wherever and however they choose to engage, across in‑store, online and mobile environments, using both traditional and local or alternative payment methods, and across borders. Meeting these expectations requires more than point solutions. Businesses are seeking partners that can simplify complexity through a unified platform and single integration, while providing the data and insights needed to manage performance and continuously improve customer experiences. •Scaling Globally Without Adding Complexity. As businesses expand into new markets, they face growing operational and technical complexity from managing multiple providers, integrations and service models. This fragmentation can slow 33 growth and increase risk. As a result, we believe demand is rising for globally scaled platforms that combine local market expertise with consistent service, support and risk management, enabling international growth without increasing operational burden. •Navigating Increasing Regulatory and Risk Demands. The expansion of cross‑border, multi‑channel commerce is driving more complex regulatory and compliance requirements. As technologies and business models evolve, managing risk has become a critical strategic priority. Businesses are increasingly reliant on partners with embedded regulatory expertise and proactive risk management, helping them operate confidently while continuing to innovate and scale. •Protecting Data and Building Trust at Every Interaction. The growth of digital commerce has led to greater volumes of sensitive data being shared across ecosystems, raising expectations around security, privacy and resilience. High‑profile breaches and tightening regulation have increased scrutiny from consumers, businesses and regulators alike. We believe this has intensified demand for partners that build security and data protection into the foundation of every experience, supported by global infrastructure and proven risk management capabilities. Our Competitive Strengths Through our evolution, we aimed to build a distinct combination of capabilities, assets and expertise that we believe set us apart in the market. Together, these strengths enable us to simplify complexity, remove friction from commerce and deliver experiences that build trust and confidence for businesses and consumers alike. We believe this positions us to continue to lead, innovate and expand in the markets we serve: Global, Experience-Led Commerce at Scale We support businesses and consumers with a broad suite of commerce‑enabling solutions designed to make interactions faster, simpler and more secure, wherever and however they take place. Our global platform brings together technology, risk management and local market expertise to power seamless experiences across digital and physical environments. The advantages of our global digital solutions include: •Differentiated Value Propositions: Our solutions are designed to address the growing complexity of digital commerce by removing friction across the customer journey. Through a unified platform and single integration, we help businesses connect buyers and sellers more efficiently, even in highly regulated or complex environments where traditional approaches fall short, such as iGaming and gaming. By combining advanced technology with embedded risk and compliance capabilities, we enable commerce in markets and use cases that demand higher levels of trust, resilience and control. We also offer more traditional services, such as eCommerce payments and SMB merchant acquiring and differentiate these by integrating new technologies to make them more powerful and convenient, such as our global gateway and smart devices to create a differentiated value proposition. •Experience‑First Design for Businesses and Consumers: We focus on designing experiences that feel intuitive, reliable and consistent across channels, whether in‑store, online, mobile or hybrid models. This starts with a deep understanding of real‑world pain points and customer needs, which informs how we design, build and evolve our products. The result is solutions that not only perform at scale, but also enhance the quality of every interaction, supported by dedicated service and support for our partners. •Global Reach, Local Relevance: Our “Paysafe Network” enables us to operate at global scale while remaining deeply attuned to local market dynamics. We support commerce across more than 120 countries, combining global infrastructure with local regulatory knowledge, cultural understanding and distribution capabilities. This allows us to facilitate cross‑border and domestic commerce with confidence, helping businesses reach more customers, and consumers transact in ways that suit their preferences and circumstances. For example, our digital wallets accommodate a wide range of funding options and allow funds to be securely sent and received instantly, empowering online gaming companies and their consumers to conduct commerce together more efficiently. Our eCash Solutions also enable online purchases for cash-pay consumers and can be purchased at over one million distribution points in over 60 countries. Unique Global Culture & Expertise As an early pioneer of digital commerce, we thrived to build a distinctive global culture and depth of expertise over three decades. Together, these qualities underpin how we innovate, how we partner with clients and how we continue to lead in an increasingly complex commerce environment. We believe this provides us with material advantages, including: 34 •An Experience-Driven, Client-Centric Culture—Our culture is grounded in a shared commitment to improving how commerce is experienced by businesses, consumers and partners alike. We foster an environment that encourages curiosity, collaboration and accountability, guided by four core values that shape how we work and how we deliver for our clients: oPioneering: We continuously explore better ways to solve complex problems and evolve our business through innovation and collaboration. oFocused: We are results‑driven, prioritizing outcomes that deliver real value and relevance for our clients. oOpen: We operate with transparency and integrity, building trusted relationships with colleagues, customers and stakeholders. oCourageous: We empower our people to challenge the status quo and act decisively to drive meaningful change. This culture enables us to remain agile and responsive in a fast‑moving market, while maintaining a strong focus on removing friction and complexity from the commerce experience. We encourage a strong client-centric mentality across all our functions to prioritize elevating the experience for our customers and resolving the friction and pain points that our clients experience when conducting commerce online. Together, our entrepreneurial culture and client centric focus form the core spirit of our company, which has enabled us to: (1) pioneer and establish a leadership position empowering digital commerce throughout the world; (2) develop our “Paysafe Network” and its various advantages and capabilities; and (3) differentiate our solutions, service quality and client relationships from the more traditional legacy payment vendors that sell increasingly commoditized products and services. •Deep Expertise in Simplifying Complex Commerce: Our long‑standing presence in digital commerce, including highly regulated and operationally complex markets, has given us deep expertise in navigating risk, compliance and local market dynamics. We apply this knowledge to design solutions that enable commerce across channels, verticals and geographies, opening access to new opportunities while helping clients operate with confidence and control. By combining cultural agility with embedded regulatory, risk and operational expertise, we help businesses and consumers connect and transact more easily in environments where trust, resilience and experience matter most. Our Growth Strategies We will build on our scale, platform capabilities and global expertise to drive sustainable growth by simplifying complexity, enhancing experiences and expanding our relevance across markets, verticals and use cases. Grounded in our core strengths, our growth strategy focuses on helping businesses and consumers transact with greater confidence, ease and control, while unlocking new opportunities for digital commerce to flourish. We are pursuing growth through five interconnected strategic priorities: •Accelerating Growth Through Focused, Enterprise‑Led Sales: We intend to continue to generate new revenue and earnings growth from a series of initiatives that we have begun implementing to drive new volumes, revenue yield and operating efficiencies from our large, existing client base and operations. These include: •Enterprise-Wide Sales - we continue to focus on an enterprise-wide sales strategy and combined sales team. We are modernizing our sales organization with a holistic proposition focusing on our top tier clients. •Cross-Sell - we continue to focus on cross-selling the full breath of our product portfolio to drive growth within our existing client base. •Team expansion - we have recently increased the headcount of our sales organization to expand the global reach and effectiveness of the team; we believe this will enhance our overall sales capabilities and our ability to win new clients across our target regions, verticals and customer segments. •Product Innovation: We intend to focus on money movement within the experience economy and strategic partnerships for speed to market and scale opportunities. We will continue to innovate and develop new functionalities and solutions to capture greater volume and revenue opportunities. Our global gateway will enable us to integrate, market and deploy these additional capabilities quickly and more effectively into our installed base of clients and promote them to new clients. In addition, we are capitalizing on the increasing demand for integrated payments functionality and are working to make Paysafe a partner of choice for software developers by enabling them to integrate seamlessly with our platform. We are also connecting our digital wallet gateway with our acquiring services to provide a unified and more powerful gateway solution that supports our enterprise sales and enables our business clients to secure, authorize and execute different types of transactions through a convenient and seamless service experience. 35 •Enhancing the Customer Experience: We are focused on making it easier for clients to work with Paysafe by simplifying onboarding, integration and ongoing operations. •Platform Optimization: This experience‑first approach supports faster time to value, stronger retention and deeper engagement, while reinforcing Paysafe as a trusted, long‑term partner. For example: oData & Insights - we are leveraging the significant amount of data across our global ecosystem to (i) provide our business clients with valuable insights into consumer preferences and spending trends that help them grow their sales volumes and (ii) optimize our underwriting and onboarding capabilities to increase our acceptance rates and reduce the number of declined transactions due to false positive triggers; and, oArtificial Intelligence & Automation - we are leveraging the implementation of A.I. and process automation technologies to optimize the speed and operating efficiencies of our technology and risk management platforms as well as our internal processes and back office systems to generate better marginal cost efficiencies. •International Expansion: We believe the combination of our brand, breadth of solutions, our ability to serve both businesses and consumers, our ease of integration and our strong risk management and regulatory compliance provide us with powerful competitive advantages to capture additional market share. •iGaming - We intend to continue to leverage our privileged position as the global leader of digital commerce solutions in the iGaming market to benefit from the very fast growth and large addressable market opportunity in North America iGaming. •Increase Share in Existing Markets - We intend to increase our market share in key, high-growth verticals where we currently operate, such as iGaming, gaming, travel, retail and hospitality, foreign exchange and online trading, crypto, and financial services. To achieve these share gains, we will (a) continue marketing the advantages of our solutions across channels, (b) continue innovating to add vertical-specific functionalities that help drive new client adoption and (c) continue pursuing new distribution and partnerships. We will also pursue the same strategy in our Merchant Solutions segment, with a focus on growing our eCommerce volumes, growing our base of SMB merchants and ISV partners and growing our base of clients in specialized verticals, such as Petroleum stations, where we have differentiated sales and service capabilities. •Enter New Vertical and Geographic Markets - We intend to enter high growth adjacent verticals, such as expanding digital assets across the experience economy and entering new geographic markets where we can successfully leverage our competitive advantages to provide superior digital commerce solutions and gain share. While we are the second largest global stored-value digital wallet solution in the world, we are still in the early stages of penetrating a large and fast-growing ecosystem of eCommerce platforms. We will continue to integrate our digital commerce solutions with new eCommerce platforms to enable our approximately 18 million digital wallet active users to purchase goods and services online. •Pursue Strategic Acquisitions - We will pursue acquisitions to gain access to strategically important technology, products and distribution, as well as to enter new markets or supplement our position in markets we currently serve. We have a demonstrated track record of growth through acquisitions as shown by our successful acquisition and integration of 19 companies since our foundation. Since the digital commerce market is still relatively fragmented and regional in nature, we believe there are a large number of potential acquisition opportunities to evaluate and consolidate around the world. However, they represent an opportunity for us to add specific features, distribution and active users which can be incorporated into our global digital wallet solutions. Similar to this, we believe there are attractive consolidation opportunities to add distribution, capabilities and client bases in eCash, Online, APMs and iGaming value-added services around the world. Our Segments & Solutions We offer a broad selection of business-to-business and business-to-consumer digital commerce solutions to online businesses, small and medium sized merchants and consumers through our proprietary Paysafe Network. While we manage our business holistically and in an integrated manner, we provide our solutions across two business segments to optimize our management of each. Our reportable segments are Merchant Solutions and Digital Wallets. Please refer to Note 19, Operating segments, within Item 18, Financial Statements for further details. 36 Overview by Segment Merchant Solutions The Merchant Solutions segment services markets primarily in North America, Canada and Europe. For the year ended December 31, 2025, this segment generated $142 billion of total payment volume, $905 million in revenue and $146 million in Adjusted EBITDA. We provide a comprehensive suite of payment acceptance and processing services enabling SMBs to accept payments in over 40 currencies through in store, online, or mobile channels. We sell our solutions directly and indirectly through partners, to a diverse set of merchants and integrated service providers. Our Merchant Services are targeted towards online small and medium sized merchants and software-integrated merchants with integrated payment capabilities for approximately 210 ISVs. We provide a comprehensive, full-featured Online toolkit that allows merchants and ISVs in the United States, Canada and Europe to build and scale their online commerce presence. Our solution, which can easily integrate with merchant website addresses the full range of online commerce requirements. We also offer merchants and ISVs a global turn-key payments gateway solution, providing critical connectivity between merchant online sites and payment acceptance and transaction processing providers. Through our global feature-rich gateway, we manage and provide all connections to card processing networks, acquiring banks and transaction processors. We continually expand our gateway functionality with emerging payment types to ensure that our merchant customers can serve the largest target market possible. Our solutions offer a highly flexible, feature-rich package, including: gateway connectivity,  shopping carts, tokenization and encryption, fraud and risk management and support a broad selection of payment alternative. Additionally, we offer seamless integrations into leading eCommerce platforms and multiple APMs to offer targeted, localized payment methods in key markets. In the United States, we service approximately 200k SMB merchants and approximately 210 ISV partners. In Europe, where we have our own acquiring license and our target merchants are larger e-commerce clients. Digital Wallets The Digital Wallets segment services markets primarily in Europe, UK, North America and Latin America. For the year ended December 31, 2025, this segment generated $26 billion of total payment volume, $815 million in revenue and $352 million in Adjusted EBITDA. Through our single API, we can offer Digital Wallet and eCash solutions to customers through a single integration. Our proprietary digital wallet solutions are marketed under the Neteller, Skrill and PagoEfectivo brand names, as well as proprietary pay-by-bank solutions. These solutions remove friction from complex commerce situations and dramatically simplify the complexity of traditional payment mechanisms, such as card-based payments, enabling our active users to send, spend, store and accept funds online more easily. Our pay-by-bank solution is an alternative for eCommerce applications that provides a safe, low-cost payment alternative for consumers and merchants. Our digital wallets are an internet-based account used by merchants and consumers that enables account holders to send and receive funds instantly, conveniently and securely using a wide selection of funding options. Our digital wallets allow consumers to pay for goods and services online without exposing personal financial data, as well as to receive money from merchants, such as winnings from an internet-based gambling website or payments from an auction website. Our digital wallets support a wide selection of funding alternatives including approximately 160 APM integrations, including cryptocurrency and is offered in over 120 countries, over 40 currencies and over 10 languages. The Money transfer feature allows Skrill wallet holders to transfer funds to over 40 countries. Neteller has a significant presence and strong market share in emerging markets, including in Latin America and Asia. Our Skrill and NET+ Prepaid Mastercard are companion products enabling Neteller and Skrill digital wallets users to access and use stored funds anywhere that Mastercard products are accepted. Our proprietary eCash solutions are marketed under the PaysafeCard and PaysafeCash brands and also the viafintech, SafetyPay and PagoEfectivo brands. These solutions provide consumers with a safe and easy way to purchase goods and services online without the need for a bank account or credit card and allow merchants to expand their target market to include consumers who prefer to pay with cash. PaysafeCard and PaysafeCash are available at over one million locations in over 60 countries worldwide and can be used to make purchases at online stores and online platforms. They are available in various denominations in each respective country’s local currency. Purchasers receive a secure 16-digit PIN code or bar code. The user receives the PIN or bar code transaction identifier that is displayed in a digital wallet, uploaded to a mobile phone, or is sent via e-mail to be printed out. The transaction is completed when the users makes a cash payment at a designated retail location authorized to accept the bar code or PIN identifier. We also offer a PaysafeCard prepaid Mastercard that can be linked to a digital PaysafeCard account and used to make purchases anywhere in the world, online or offline, where Mastercard is accepted. The PaysafeCard Mastercard, which can be funded with cash through a fully verified digital PaysafeCard account, or with credits from online gaming merchants, is currently available to our customers in 18 countries. 37 In Latin America we offer Safetypay, a platform that enables eCommerce transactions in 16 Latin American countries, and PagoEfectivo, the leading alternative payment platform and brand in Peru which positions us to compete well in this growing market. Our Distribution & Sales In 2025, we reached 18 million active users in more than 120 countries and over 200 thousand merchants across North America, Latin America and Europe. In 2025, we generated approximately 53% of our revenue in North America, 36% in Europe, 7% in Latin America and 4% in the rest of the world, based on the region where a transaction was initiated or the merchant location. We go to market and reach our clients through a combination of online and physical channels that we sell into utilizing a range of direct and indirect sales strategies across our two business segments. These sales strategies include: •Direct Sales—We market and sell our solutions directly to our clients through online marketing, our various branded solutions portals and a dedicated sales team. •Online Sales—We sell our solutions online to consumers using targeted marketing campaigns and search engine optimization tools designed to address specific verticals, geographies and user profiles. Users can sign up for our services at one of our proprietary online portals such as skrill.com, Neteller.com and PaysafeCard.com. •Relationship & Call Center Sales—We have a direct sales force that builds and develops relationships with larger merchants or responds to their inquiries via our dedicated sales centers that respond to calls or online inquiries. These sales personnel help businesses learn about our solutions and then will help configure a commercial solution for them from our suite of offerings. •Indirect Sales—We have built a network of resellers and partners, such as online portals, ISVs, Payment Facilitators and ISOs, who integrate our solutions into their own services or resell our solutions by utilizing their own salesforces or online marketing initiatives. •Online Resellers—We work with selected merchants and partners in specific verticals, such as iGaming and gaming, who promote our solutions or sell them in store. •Distribution Partners—We work with distribution partners in over 60 countries across over one million distribution points-of-sale for PaysafeCard and PaysafeCash. •ISVs—We work with approximately 210 ISVs who develop vertical-specific business management SaaS solutions for industries such as restaurants, spa/salon, gyms, charities, property managers, and field service companies, among others. These ISVs service downstream merchants in Canada, the US, the UK and the EU. We provide development tools and APIs to help these software companies integrate our payment solutions into their software to facilitate membership billing, subscriptions, online or in person payments while minimizing their Payment Card Industry ("PCI") obligations. We also provide onboarding tools that allow the ISV to provide a seamless and embedded onboarding experience, risk tools that protect the ISV and their downstream merchants against fraud, and data and reporting services that allow the ISV to consume payment data within their own applications to offer a true one-stop-shop experience to their merchant customers. ISVs leveraging our payment technology can act as referral partners, be registered ISOs or registered payment facilitators. Our technology can support any of these models. •Independent Resellers—We work with independent resellers, such as agents, ISOs, referral partners or bank partners who typically resell our solutions and services to SMB merchants in North America for commissions, revenue share agreements or referral fees. •Payment Facilitators (PayFacs)—We work with sponsored payment facilitators in our portfolio and also help our ISO, ISV or platform clients to easily embed a custom payment solution into their offerings to create a “payfac-lite” or “payfac-in-a-box” solution. This enables our clients to get all of the features and benefits of being a PayFac without the risk, extensive underwriting and registration burdens, cash reserve requirements, or compliance and monitoring overhead. Customer Care for Merchants and Consumers We deliver customer care services designed to meet the distinct needs of both our merchant partners and our consumer users. Merchant Customer Care - We support merchants through specialized teams to assist with on-boarding, payments, technical queries, account management and day‑to‑day operational issues. Merchants can reach us through multiple channels including phone, email, chat and social platforms. 38 Consumer Customer Care - Our digital wallet and consumer‑facing support teams are equipped with advanced tools, enriched knowledge bases and consistent communication frameworks. We help consumers with account access, transactions, verification and product usage, providing clear and timely guidance across all channels. Our Global Risk and Compliance Management Program Paysafe’s global risk and compliance program includes the development, deployment and management of proprietary models to detect and prevent compliance risk, card scheme risk, fraud risk and credit risk. We leverage the vast amount of data in our ecosystem and the learnings derived from our global and local operating experts to continuously update and improve our compliance and risk management practices. We utilize real-time detection and prevention processes and create alerts, which are then reviewed by our risk and compliance teams to ensure we act quickly to stop any potential fraudulent behavior. The outcomes of our reviews are driven back into our machine learning models for continuous improvement in accuracy. Our risk and compliance teams are geographically aligned with our business footprint around the world and include both global and local expertise in compliance and regulatory requirements across the entire payments landscape. The focus areas of our global risk, regulatory and compliance operations include: •Global Expertise & Policies—We have leveraged our deep domain expertise and 30 years of experience in solving the complexities of digital commerce to develop a series of stringent proprietary operating policies that enable us to operate a broad global business with deep local risk and regulatory compliance capabilities; •Licenses & Certifications—We have built a network of relationships with regulators, networks and financial institutions, undergone numerous certification and registration processes and successfully acquired numerous operating licenses that enable us to operate in multiple jurisdictions in a safe and compliant manner. We maintain strict controls over these licenses and leverage our expertise to add new ones as we move into new markets; •Underwriting & Risk Management—We have created sophisticated underwriting and real-time risk mitigation processes through a range of machine learning models and behavioral detection systems to identify potentially suspicious activity and reduce fraud. Our risk management infrastructure enables us to safely process billions of dollars in payments on a monthly basis. •Credit Risk Management—Proprietary credit risk management system that monitors the top credit risks across the enterprise and allows expert analysts to conduct periodic reviews and make recommendations to mitigate large credit exposures. •Account On-Boarding & Monitoring—We developed a series of multi-layered onboarding procedures to review new merchants and consumers. We validate and confirm information provided against government and other agency records or government issued documents to complete KYC checks at onboarding and then undertake further checks during the consumer lifecycle. We also employ models and monitoring rules to detect potential fraud and AML activity and report suspicious activity to the relevant government entities as appropriate as well as cooperating with any inquiries. •Transaction Encryption & Management—We have developed strong transaction security capabilities that enable us to secure and monitor transactions within our own wallet and digital currency networks and safely encrypt and decrypt transactions from third- party networks and APMs. We also provide automation technologies and transaction management tools to help identify and manage chargebacks and transaction reversals in a convenient and easy to use manner for our clients. •Enterprise Risk and Risk Appetite—We have integrated a robust enterprise risk framework to our strategic decision making, which ensures we have ongoing and reasonable assurance regarding the achievement of our strategic objectives. This framework consists of a multi-layered governance structure to identify, assess, respond to and manage risks in line with our global risk appetite. Our global risk appetite has qualitative and quantitative measures in place, to support our business with broad-based guidance on the amount and type of risk we are willing to accept in pursuit of our strategic objectives. •Core Risk Tracking System—We leverage governance, risk and compliance tools to track enterprise-wide risks, document improvement actions, identify accountable owners and track progress towards closure of key risks. •Centralized Risk Repository—We have centralized a repository of core risk policies, processes and control documentation via global risk governance and Enterprise Risk Management. Licensing and Regulation Laws and regulations in jurisdictions around the world apply to many key aspects of our business. Any actual or perceived failure to comply with these requirements may result in, among other things, revocation of required licenses or registrations, loss of approved status, private litigation, regulatory or governmental investigations, administrative enforcement actions, sanctions (including public 39 fines), civil and criminal liability, public censures and constraints on our ability to continue to operate, as well as potentially adverse effects on our brand and position with respect to competitors. It is also possible that current or future laws or regulations could be interpreted or applied in a manner that would prohibit, alter, or impair our existing or planned products and services, or that could require costly, time-consuming, or otherwise burdensome compliance measures from us. This discussion is not exhaustive, and there are numerous other regulatory agencies that have or may assert jurisdiction over our activities. The laws and regulations applicable to the payments industry in any given jurisdiction are subject to interpretation and change. Various laws and regulations govern the global payments industry. In Europe, certain of our subsidiaries are authorized by the FCA under the Electronic Money Regulations 2011 to perform the regulated activity of issuing e-money and the provision of payment services (which has the meaning specified in the Second Electronic Money Directive and the Payment Services Directive) as well as to provide account information services and payment initiation services to support our Rapid Transfer service. Additionally, we are authorized by the CBI under the European Communities (Electronic Money) Regulations 2011 for two of our entities in Ireland to act as e-money issuers and to provide payment services (including account information and payment initiation services to support our Rapid Transfer service) and have completed the necessary passporting notifications to operate in other EEA jurisdictions. E-money means electronically (including magnetically) stored monetary value, as represented by a claim on the electronic money issuer, which (a) is issued on receipt of funds for the purpose of making payment transactions; (b) is accepted by a person other than the electronic money issuer; and (c) is not excluded by regulation. An e-money issuer is someone who issues and redeems electronic money and provides payment services in accordance with the Second Electronic Money Directive. Many regulatory authorities require advance notice of changes in control. Both the UK and Ireland prescribe that, with respect to our e-money institutions, no person may hold or acquire, alone or together with others, a direct or indirect stake of 10% or more of our shares, 10% of the voting rights attached to our shares, or exercise, directly or indirectly, significant influence over any of the regulated subsidiaries (or increase an existing holding of 10% or more of our shares or the voting rights attached to our shares crossing a control threshold (20%, 30% or 50%)) without first obtaining the prior approval of the FCA and the CBI. Certain of our subsidiaries are considered Foreign Money Service Businesses (“FMSBs”) under Canadian Proceeds of Crime (Money Laundering) and Terrorist Financing Act and are therefore required to hold FMSB licenses with FINTRAC, the Canadian Regulator. These licensed subsidiaries are subject to record keeping and reporting requirements for all activity involving money transferring and foreign exchange dealing. Some of these subsidiaries are also licensed as money service businesses with Revenu Quebec and are subject to record keeping requirements for all money transfers and foreign exchange transactions involving Quebec residents. Furthermore, with the enactment of the Canadian Retail Payments Activities Act, several subsidiaries have applied for registration with the Bank of Canada as payment service providers. There will be, inter alia, safeguarding requirements, transaction monitoring requirements, operational incident reporting and reporting and record-keeping requirements, among others. In the United States, Skrill USA Inc. (“Skrill USA”), is registered with FinCEN as a money services business and regarded as a money transmission business. Money transmitting businesses are subject to numerous regulations in the United States at the federal and state levels, and we have obtained or applied for money transmitter licenses (or applicable similar licenses) in all U.S. states and territories in which we are required to do so. These licenses and registrations subject us, among other things, to record-keeping requirements, reporting requirements, bonding requirements, limitations on the investment of customer funds, and inspection by state and federal regulatory agencies. We are also subject to inspections, examinations, supervision, and regulation by each state in which we are licensed. Furthermore, to the extent that our activities cause us to be deemed to be engaged in other business involving digital currency activities that are regulated in any state in which we operate, we may be required to seek a license or otherwise register with a state regulator and comply with state regulations. If we are required to register in these states and comply with their individual requirements, we can expect to incur significant compliance costs, including increased legal expenses, accounting expenses and internal costs. Without a required money transmitter license, we could not engage in money transmitter activities with such state). Since the enactment of the Dodd-Frank Act, there have been substantial reforms to the supervision and operation of the financial services industry, including numerous new regulations that have imposed compliance costs on us and our financial institution partners and clients. Among other things, the Dodd-Frank Act established the CFPB, which is empowered to conduct rule-making and supervision related to, and enforcement of, federal consumer financial protection laws. Certain money transmitters engaged in international money transfers such as Skrill USA are required to provide additional consumer information and disclosures, adopt error resolution standards and adjust refund procedures for international transactions originating in the United States, and certain money transmitters that are deemed by regulation to be “larger participants” in the international money transfer market, such as Skrill USA, are subject to direct supervision by the CFPB. In addition, the CFPB may adopt other regulations governing consumer financial services, including regulations defining unfair, deceptive, or abusive acts or practices, and new model disclosures. Skrill USA could be subject to fines or other penalties if it is found to have violated the Dodd-Frank Act’s prohibition against unfair, deceptive or abusive acts or practices or other consumer financial protection laws enforced by the CFPB. The CFPB’s authority to change regulations adopted in the past by other regulators could increase our compliance costs and litigation exposure. The legislation and implementation of regulations associated with the Dodd-Frank Act 40 have increased Skrill USA’s costs of compliance and required changes in the way it and its agents conduct business. In addition, Skrill USA is subject to examination by the CFPB from time to time. The Dodd-Frank Act also empowers state attorneys general and other state officials to enforce federal consumer protection laws under specified conditions. We, including Skrill USA, have periodically been involved in reviews, investigations, proceedings (both formal and informal), and information-gathering requests, by various government offices and agencies, including various state agencies and state attorneys general (as well as the CFPB and the U.S. Department of Justice). These examinations, inquiries and proceedings could result in, among other things, substantial fines, penalties or changes in business practices that may require us to incur substantial costs. Although we have the licenses and authorizations referred to above, our Digital Wallets segment issues e-money and provides payment services to customers in over 120 countries and territories, a majority in which we are not licensed as an e-money issuer. We take the view that, in general, we are not conducting regulated activities in these other jurisdictions on the basis that our activities of issuing e-money are not conducted in each jurisdiction in which our relevant customers reside, but rather e-money is issued in jurisdictions in which we are licensed. We acknowledge that local regulators in these jurisdictions may take a different view and, as transaction volumes increase and/or the matter is brought to our attention by local regulators, we will take advice in respect of local requirements on a case-by-case basis. Failure to comply with local regulations in these jurisdictions could also lead to examinations, inquiries and proceedings that could result in, among other things, fines, penalties, prohibitions on operating in jurisdictions or changes in business practices that may require us to incur substantial costs. Due to ongoing developments in e-money regulation, we obtain advice from outside legal counsel as required in order to assess any applicable risk and, where necessary, will limit the extent of our operations in a particular jurisdiction or will consider whether to obtain a license in such jurisdiction. We believe that the likelihood of any enforcement action by a regulator is low due to factors such as the operation of the services through the internet on a cross-border basis from a country in which the relevant entity holds a license, the limited extent of our activities in the respective jurisdictions, the lack of enforcement action against similar payment processors, the lack of a physical presence in the respective jurisdictions, and the effective management of our relationships with our customers. However, the adoption of new money transmitter, e-money and payment services statutes in other jurisdictions, changes in regulators’ interpretation of existing state and federal money transmitter or money services business statutes or regulations, or disagreement by a regulatory authority with our interpretation of such statutes or regulations, could require additional registrations or licenses, limit certain of our business activities until they are appropriately licensed and expose us to financial penalties. See “Item 3.D. Risk Factors—Risks Related to Our Business and Industry—Regulatory, Legal and Tax Risks—We are subject to financial services regulatory risks.” Crypto related services In connection with the Skrill and Neteller Cryptocurrency Services, we have been registered as a crypto asset business with the FCA in the UK and with the CBI in Ireland and are supervised for anti-money laundering purposes by each Regulator. Authorization to operate in the EU as a Crypto Asset Service Provider under the EU’s MiCA Regulation has been obtained. The UK is proposing changes to its laws that will result in additional licensing requirements and regulatory compliance obligations with respect to crypto related services which will require additional effort to comply with and analyze. Many other countries in which Paysafe has customers are introducing new regulatory registration and licensing requirements in relation to the provision of crypto related services. Payment Network Rules and Standards and Relationships with Partner Banks Payment networks, such as Visa, Mastercard and American Express, establish their own rules and standards that allocate liabilities and responsibilities among the payment networks and their participants. These rules and standards, including the Payment Card Industry Data Security Standards, govern a variety of areas, including how consumers and clients may use their cards, the security features of cards, security standards for processing, data security and allocation of liability for certain acts or omissions, including liability in the event of a data breach. With respect to the payment networks of which we are a participant, those payment networks rules apply to us directly. In addition, where we partner with a member bank to access payment networks, as described below, those payment networks’ rules may apply to us indirectly, as the rules may impact the nature of our relevant bank partnership. The payment networks may change these rules and standards from time to time as they may determine in their sole discretion and with or without advance notice to their participants. These changes may be made for any number of reasons, including as a result of changes in the regulatory environment, to maintain or attract new participants, or to serve the strategic initiatives of the networks, and may impose additional costs and expenses on or be disadvantageous to certain participants. Participants are subject to audit by the payment networks to ensure compliance with applicable rules and standards. The networks may fine, penalize or suspend the registration of participants for certain acts or omissions or the failure of the participants to comply with applicable rules and standards. In order for our Merchant Solutions business to process and settle transactions for our merchants, we have entered into sponsorship agreements with banks that are members of the payment systems. Because we are not a “member bank” as defined by the major payment networks’ rules and standards, we are not permitted to access those networks directly; instead, we are required to access the payment 41 networks through our sponsor banks. Our bank partners sponsor our adherence to the rules and standards of the payment networks and enable us to route transactions under the sponsor banks’ control and BINs across the payment networks to authorize and clear transactions. Payment network rules restrict us from performing funds settlement directly and require that merchant settlement funds be in the possession of the member bank until the merchant is funded. These restrictions place the settlement assets and liabilities under the control of the member bank. Our sponsorship agreements with our bank partners also give our sponsor banks substantial discretion in approving certain aspects of our business practices, including our solicitation, application and qualification procedures for clients and the terms of our agreements with clients, and provide them with the right to audit our compliance with the payment network rules and guidelines. We are also subject to network operating rules and guidelines promulgated by the National Automated Clearing House Association (“NACHA”) relating to payment transactions we process using the Automated Clearing House Network. Like the payment networks, NACHA may update its operating rules and guidelines at any time, which could require us to take more costly compliance measures or to develop more complex monitoring systems. Similarly, our ACH sponsor banks have the right to audit our compliance with NACHA’s rules and guidelines, and are given wide discretion to approve certain aspects of our business practices and terms of our agreements with ACH clients. We have obtained Principal Membership designation from Mastercard Europe and Visa Europe to offer merchant acquiring services to merchants in the European Union. With the Principal Membership of Visa and Mastercard, Paysafe is able to act as the acquiring bank. This means that we are solely responsible for the adherence to the rules and standards of these payment networks, and it enables us to route transactions under our own payment network licenses to authorize and clear transactions. Under our payment network licenses, we are allowed to perform funds settlement directly to merchants. Indirect and Direct Regulatory Requirements Our sponsor banks and certain of our merchants are financial institutions that are directly subject to various regulations and compliance obligations issued by their regulators and in the countries in which they operate. While these regulatory requirements and compliance obligations do not apply directly to us, many of these requirements materially affect the services we provide to our clients and us overall. For example, many regulators require financial institutions to manage their third-party service providers, including us. In turn, we also have certain direct obligations to oversee our critical suppliers. Among other things, these requirements include performing appropriate due diligence when selecting third-party service providers; evaluating the risk management, information security, and information management systems of third-party service providers; imposing contractual protections in agreements with third-party service providers (such as performance measures, audit and remediation rights, indemnification, compliance requirements, confidentiality and information security obligations, insurance requirements and limits on liability); and conducting ongoing monitoring, diligence and audit of the performance of third-party service providers. Accommodating these requirements applicable to our clients imposes additional costs and risks in connection with our relationships with financial institutions. We expect to expend significant resources on an ongoing basis in an effort to assist our clients in meeting their legal requirements. Similarly, we need to work very closely with our third-party core processors who sit between us and the payments network in the payment cycle. Unfair, Deceptive or Abusive Acts or Practices (“UDAAP”) and Other Consumer Protection Standards We and many of our clients are subject to laws and regulations prohibiting unfair or deceptive acts or practices in jurisdictions around the world. In the United States, this includes Section 5 of the Federal Trade Commission Act (“FTCA”) and various state laws in the United States similar in scope and subject matter thereto. In addition, laws prohibiting these activities and other laws, rules and or regulations, including the Telemarketing Sales Rule, which gives effect to the Telemarketing and Consumer Fraud and Abuse Prevention Act, and the Telephone Consumer Protection Act, may directly impact the activities of certain of our clients, and in some cases may subject us, as the client’s payment processor or provider of certain services, to investigations, fees, fines and disgorgement of funds if we are deemed to have aided and abetted or otherwise provided the means and instrumentalities to facilitate the illegal or improper activities of a client through our services. In the UK, the FCA implements, maintains and enforces a range of rules covering (among other things) management and control, market conduct, communications, financial prudence, the fair treatment of customers and the protection of vulnerable customers. These rules are contained in various sources including the FCA handbook of Rules and Guidance and the Payment Services Regulations 2017 and apply to the regulated activities we carry out. In July 2023, the FCA’s Consumer Duty rules came into effect which set a higher standard of protection for consumers and microenterprise merchants that goes beyond, and delivers benefits not currently delivered by, the FCA’s prior rules and principles. The Consumer Duty principle requires firms to deliver good outcomes for customers, by acting in good faith towards them, avoiding causing them foreseeable harm and supporting them to pursue their financial objectives. It identifies key outcomes in product and services design, price and value, communications, and consumer support. Breach of these rules may result in fines, public censures, customer remediation and redress and ultimately in the revocation of our regulatory license. In addition, the Consumer Rights Act 2015 sets out a framework of statutory consumer protection measures, and protects consumers in almost all purchases they make, through enforcing that products and services are of satisfactory quality, fit for purpose and are as described before the purchase. In addition, and of particular relevance to our business, the Consumer Rights Act 2015 sets out a framework for the assessment of unfair terms in consumer contracts, including a list of terms which will always be considered to be unfair and those terms which may be considered unfair. These provisions apply to our terms of business, as 42 well as to “consumer notices” which includes items such as marketing material and pre-contractual discussions with customers. Consumers have the right to challenge unfair contract terms, such as disproportionate fees and charges, terms which create a significant imbalance between a customer’s rights and ours, as terms which may exclude any statutory duties we owe. Additionally, the FCA enforces and oversees compliance with the Consumer Rights Act 2015 in relation to regulated firms. Breach of the Consumer Rights Act 2015 may result in contracts or certain terms being unenforceable, damages liability and/or regulatory action. In Ireland, the CBI also implements, maintains and enforces a range of rules covering (among other things) market conduct, communications with customers, the safeguarding of users’ funds and the fair treatment of consumers and other vulnerable customers. These rules are contained in various sources including the newly revised Consumer Protection Code and the European Union (Payment Services) Regulations 2018 and apply to the regulated activities we carry out from Ireland across the EEA. Breach of these rules may result in fines, public censures, customer remediation and redress and ultimately in the revocation of our regulatory licenses in Ireland. Various regulatory enforcement agencies in jurisdictions around the world, including the Federal Trade Commission and the states attorneys general in the United States, and the FCA in the UK, have authority to take action against payment processors who violate such laws, rules and regulations. To the extent we are processing payments or providing services for a client suspected of violating such laws, rules and regulations, we may face enforcement actions and, as a result, incur losses and liabilities that may adversely affect our business. In the absence of a Federal privacy law, the Federal Trade Commission in particular has prosecuted privacy misdemeanors under Section 5 of FTCA, which are also open to prosecution by the CFPB. The CFPB has attempted to extend certain provisions of the Dodd-Frank Act that prevent the employment of unfair, deceptive or abusive practices to payment processors. Though there is still litigation and uncertainty involving the meaning of “abusiveness” under the Dodd-Frank Act and whether payment processing companies are subject to these provisions (and the extent of their application), these provisions may apply or be applicable to us in the future. UDAAPs could involve omissions or misrepresentations of important information to consumers or practices that take advantage of vulnerable consumers, such as elderly or low-income consumers. The CFPB has initiated enforcement actions against a variety of bank and non-bank market participants with respect to a number of consumer financial products and services that has resulted in those participants expending significant time, money and resources to adjust to the initiatives being pursued by the CFPB. Such enforcement actions may serve as precedent for how the CFPB interprets and enforces consumer protection laws, including UDAAP, which may result in the imposition of higher standards of compliance with such laws and, as a result, limit, restrict or adversely affect our business of our business. The CFPB has indicated that it is considering whether future rulemaking may clarify the meaning of “abusiveness” under the Dodd-Frank Act UDAAP rule, though the scope and content of any such future rulemaking (and the extent to which any such future rulemaking may affect our business) remains uncertain. Anti-Money Laundering and Financial Crimes We are subject to various anti-money laundering and counter-terrorist financing laws and regulations that prohibit, among other things, our involvement in transferring the proceeds of criminal activities. Facilitating financial transactions over the internet creates a risk of fraud. See “Item 3.D. Risk Factors—Risks Related to Our Business and Industry—Regulatory, Legal and Tax Risks—We must comply with money laundering regulations in the UK, Ireland, Switzerland, the United States, Canada and elsewhere, and any failure to do so could result in severe financial and legal penalties.” Applicable money laundering regulations require firms to put preventative measures in place and to perform KYC procedures, including conducting customer identification and verification and undertaking ongoing monitoring. In addition, regulations require companies to keep records of identity and to train their staff on the requirements of the relevant money laundering regulations. We are also subject to rules and regulations imposed by, amongst others, HM Treasury and OFAC, regarding watch lists published by such bodies restricting the transfer of funds to certain specifically designated countries. If we are not in compliance with U.S. or other anti-money laundering laws, we may be subject to criminal and civil penalties and other remedial measures, which could have an adverse effect on our business, results of operations, financial condition and cash flows. Any investigation of any potential violations of anti-money laundering laws by U.S. or international authorities could harm our reputation and could have a material adverse effect on our business, prospects, results of operations, financial condition and cash flows. Our customers are residents in over 120 countries and territories. However, we believe that we do not conduct regulated activities in all of these jurisdictions. Rather, we conduct regulated activity in only a limited number of jurisdictions, and our wider customer base accesses our services online. We are subject to anti-money laundering regulation in the UK, Ireland, Switzerland, Canada, Argentina, Brazil, the United States and in any other jurisdiction, including other member states of the EEA, where we are established and performing activities that would require that we apply anti-money laundering regulation. Our merchants are subject to due diligence in accordance with our policies and procedures before acceptance and, subject to the below, we intend for all customers to be subjected to progressive, risk-based KYC procedures with levels of identity verification through a combination of screening, monitoring of activity patterns and transaction volumes surpassing pre-set limits (in accordance with applicable regulations in Europe, the UK and in North America). Our systems are designed to have all consumer transactions be subject to strict, real-time transaction monitoring. Certain of our products and services, such as PaysafeCard e-vouchers, are exempted from KYC regulations due to the low monetary value of the transactions. We have put into place procedures designed to mitigate money laundering risks in these circumstances, including (i) strict, real-time transaction monitoring on the use of the vouchers, (ii) certain limitations on spending and (iii) limiting the frequency of voucher 43 issuance in respect of a single customer or through certain points of sale or distributors. We conduct additional due diligence and verification when we detect high risk or suspicious activity. As a result, we believe that we have the appropriate processes in place to comply with the anti-money laundering laws and regulations to which we are subject and will become subject. The UK Regulatory authorities have focused on the impact of fraudulent activity on consumers and are seeking to mitigate the perceived risk to customers through the introduction of changes to law and thematic supervisory inspections. Regulators are particularly focusing on regulated firms’ ability to identify new fraud typologies and risk of the exploitation of financial services for financial crime and to then mitigate that risk. Any perceived inherent susceptibility of a particular financial services to very high risk of financial crime will result in the Regulators forming the view that if the identified risk cannot be mitigated to an acceptable level, it should be discontinued, resulting in lost revenue. Online Gambling Regulation We do not provide gambling services and, as a result, in most jurisdictions outside of the United States and Canada, do not require any gambling licenses or associated regulatory permissions. Where any associated regulatory permission is required to supply merchants in this sector we work to ensure that we hold the appropriate permission. However, our digital wallets business offers an online alternative to traditional payment methods and a large proportion of the customers and merchants of those businesses are engaged in the use or provision of online gambling services. For the year ended December 31, 2025, we derived approximately 35% of our revenue directly or indirectly from processing transactions for merchants and customers in the online gambling sector. Given the importance of the online gambling sector to our business, we expend significant time and resources to ensure that we have an in-depth understanding of the regulatory environment in the main territories in which our gambling industry merchants operate and customers reside, monitoring closely the developing regulatory regimes in those territories and adapting our business acceptance policies by applying country-specific restrictions where necessary. Currently, we monitor legal and regulatory developments in all of our material markets closely and generally seek to keep abreast of legal and regulatory developments affecting the gambling industry as a whole. We adapt our regulatory policies and, therefore, the scope of our ongoing monitoring on the basis that an individual market’s materiality to us may change. We assess a number of factors, including the legislative regime applicable to the relevant country, whether we have a presence in such country and the overall environment for online gambling activities in that country; we then consider whether any changes are required to the extent of our business activities in those countries. We also engage external counsel to conduct an assessment of our top online gambling revenue producing countries to assist in our assessments of risk. However, we do not necessarily monitor, on a continuous basis, the laws and regulations in every jurisdiction where we facilitate payments for merchants or customers. See “Item 3.D. Risk Factors—Risks Related to Our Business and Industry—Regulatory, Legal and Tax Risks—Our business is subject to extensive regulation and oversight in a variety of areas, all of which are subject to change and uncertain interpretation, including in such ways as could criminalize certain of our activities.” The global online gambling market is characterized by regulatory inconsistencies across many jurisdictions and frequent changes in the laws and regulations governing online gambling. For instance, due to the borderless nature of online gaming and sports betting and foreign exchange trading, a merchant properly licensed in its home jurisdiction may still provide services to consumers in other jurisdictions, knowingly or unknowingly including in jurisdictions whose regulations are ambiguous or where gaming, sports betting and/or foreign exchange trading are prohibited. See “Item 3.D. Risk Factors—Risks Related to Our Business and Industry—Regulatory, Legal and Tax Risks—We generate a significant portion of our revenue by processing online payments for merchants and customers engaged in the online gambling and foreign exchange trading sectors.” Risk Assessment Process We have designed risk management systems to identify the geographic locations of our customers, identify the regulatory system to which such customers are subject and then determine whether such customers should be permitted to transact payments for online gambling through our system. Where we have made a decision for legal and/or policy reasons not to accept gambling transactions from customers in particular territories, we endeavor to implement those decisions rigorously using our risk management platform. Before we accept business from merchants or customers for gambling activities, we are careful to assess the risk for us of accepting such business. Our determination as to whether or not to permit online gambling customers in a given jurisdiction to access our services is based on a number of factors. These factors include, among others, our understanding of: •what licenses are held by our merchants and the strength of their legal position that the licenses permit their activities or that no license is required; •the laws and regulations of the jurisdiction where the merchants and customers are located, interpreted in accordance with applicable law; 44 •the approach to the application or enforcement of such laws and regulations by regulatory and other authorities, including the approach of such authorities to the extraterritorial application and enforcement of such laws; •the willingness of online gambling merchants and other e-money and/or payment processing businesses to offer their services for gambling purposes in a particular jurisdiction; •the willingness of financial institutions in our network (principally banks and card payment companies) and our competitors to process funds in relation to online gambling by customers in a particular jurisdiction; and •the potential for a challenge of a local licensing regime based on the Treaty of the Functioning of the European Union (“TFEU”). When the legal position is unclear, we will consider the above factors and make a decision whether to do business based on a review and weighting of the above factors. We re-evaluate our assessment of individual jurisdictions as required and the categorization applied and may change our view. For example, we consider planned changes to legislation or court judgments which may affect our categorization of any jurisdiction and our willingness to transact gambling payments for customers located there. Such reviews take place as soon as practicable after becoming aware of them and when a review can meaningfully be undertaken. These reviews comprise the solicitation of legal advice (and updated advice) as well as the assessment of market intelligence. Other gambling operators, regulators and other payments businesses and financial institutions may, however, take a different view of the legal environment in any particular jurisdiction. In this regard, we have created and used the following categories of classification for the Group: •Sanctioned countries. We currently regard four countries (Cuba, Iran, North Korea and Syria) and five territories (Luhansk, Donetsk, Crimea, Kherson and Zaporizhzhia) as “sanctioned,” in respect of our services, due to geographic sanctions imposed by the U.S., the E.U. and the U.K. We decline any individual or entity located in that market (irrespective of whether the end user intends to use the products and services for gambling) and customers residing in other countries should not be able to access their accounts when present in any of the sanctioned countries. We have a policy in place to screen our customers upon customer account registration against the Specially Designated Nationals list published by OFAC and the HM Treasury sanctions list. Decisions to add or remove countries from our sanctioned country list are taken on a country-by-country basis and we adopt a risk based approach when making such decisions and, among other things, will conduct an assessment of the legal environment. •Non-Serviced countries and territories. We designate certain countries and territories as non-serviced, which could either mean we do not provide any of our services in that particular country or territory or that we do not provide payment services in relation to a particular industry such as online gambling in that country or territory. A decision to classify a country or territory or an industry as non-serviced is made after a careful analysis of business, legal and financial crime risks associated with such activity. •Limited service countries. In certain countries we are prepared to provide payment services in relation to a particular industry but subject to certain requirements or restrictions (e.g., we accept online gambling business in these types of countries provided the merchant is licensed). Those countries have introduced regulations that permit online gambling merchants provided that they are licensed by the regulator in that country (as in Italy, France, UK and Spain). In some jurisdictions, we have also agreed not to support certain black-listed gambling operators after an assessment of the relevant regulatory regime. •Accepted markets. Where the market is not classified as either sanctioned, non-serviced or limited service, we categorize it as accepted and support processing payments in relation to online gambling from such jurisdictions. An example of an accepted market is a market in which an online gambling licensing regime has been implemented where we believe that the regime could be subject to challenge under EU law, such as where only a limited number of operators have been granted licenses or impediments exist in the application process for which there is no obvious market justification. We closely monitor the regulatory position in the major markets that we have categorized as accepted markets to ensure that the level of risk to us, our merchants and customers is acceptable. To implement this monitoring process, we have created an experienced team with in-depth industry knowledge, who take a number of measures in order to ensure that they are well placed to make decisions to accept or decline business in particular jurisdictions and to deploy our technology platform in order to best apply these decisions. These measures include taking specific legal advice, attending conferences and industry meetings, reviewing market studies on what banks and other payment processors do, exploring the regulatory position with others in the sector (including competitors and their own merchant base), and continually developing our technology platform in order to best implement our business acceptance policies. We augment this review with risk mitigation in ensuring that our operations, people and assets are not located in jurisdictions (even temporarily) where it is not clear that online gambling is legal. In making the assessment for each relevant country, we will assess the risk in the market, the approach of our competitors and the likelihood of enforcement action being taken. We regularly review our categorization of jurisdictions of existing gambling merchants 45 and customers as the regulatory environment within countries changes over time which may, along with a potential change in our attitude towards risk, result in us reconsidering our approach. It is also possible that, while our assessment of a jurisdiction may not change, enforcement action could still be taken against us and/or our executive officers or directors, depending upon the local laws in the relative jurisdiction. Although we have designed these systems with the intention of effectively assessing risk, our risk assessment processes may not always be effective. See “Item 3.D. Risk Factors—Risks Related to Our Business and Industry—We may become an unwitting party to fraud or be deemed to be handling proceeds resulting from the criminal activity of our customers.” Regulatory Change: Trends and Outlook Although the general trend in gambling regulation over the last ten years has been to seek to restrict the activities of online-based operators, in numerous markets this has generally resulted in a move towards controlled regulation, rather than absolute prohibition. For example, the regime in Finland will move away from a state-owned monopoly-based market to controlled regulation in the near future and Germany has moved from prohibition to controlled regulation Not all regimes license all types of gambling products. Changes in the regulation of online gambling in the markets described above and elsewhere may impact us both positively (where the markets are liberalized or become regulated) and negatively (where markets are restricted or become prohibited). See “Item 3.D. Risk Factors—Risks Related to Our Business and Industry—Regulatory, Legal and Tax Risks—Our business is subject to extensive regulation and oversight in a variety of areas, all of which are subject to change and uncertain interpretation, including in such ways as could criminalize certain of our activities.” Data Protection and Information Security We process personal data, some of which may be sensitive, as part of our business and are subject to increasingly complex regulations related to privacy, data protection and information security in the jurisdictions in which we do business. Ensuring customer data security, privacy, and ongoing compliance with applicable regulations requires significant capital expenditure. Moreover, these regulations could result in negative impacts to our business. In the EU, we are also subject to enhanced compliance and operational requirements under the GDPR, which became effective in May 2018. The GDPR expands the scope of the EU data protection law to all foreign companies processing personal data of EU residents anywhere in the world and imposes a strict data protection compliance regime with severe penalties of up to the greater of 4% of worldwide turnover or €20 million, and includes rights such as the “portability” of personal data. Although the GDPR applies across the EU without a need for local implementing legislation, each EU member state has the ability to interpret the GDPR opening clauses, which permit country-specific data protection legislation and has created inconsistencies, on a country-by-country basis. Since 2016, we have engaged in a large, transformative program regarding data privacy in connection with GDPR compliance requirements. However, policymakers around the globe are using these requirements as a reference to adopt new or updated privacy laws that could result in similar or stricter requirements in other jurisdictions. In the United States, the Gramm-Leach-Bliley Act of 1999 (along with its implementing regulations) restricts certain collection, processing, storage, use and disclosure of personal financial information, requires notice to individuals of privacy practices and provides individuals with certain rights to prevent the use and disclosure of certain nonpublic or otherwise legally protected information. These rules also impose requirements for the safeguarding and proper destruction of such information through the issuance of data security standards or guidelines. Within Canada, the Personal Information Protection and Electronic Documents Act (“PIPEDA”) law is under consultation review in order to align more closely to GDPR and ensure continuation of its adequacy status from the European Commission and the provincial Quebec privacy law was amended in 2023 and requires further registration for biometric processing, with a new regulation governing data anonymity implemented in January 2025. In addition, there are now upwards of 20 USA States with privacy laws in place and many others with Bills in progress, including those restricting the ability to collect and use certain types of information such as Social Security and driver’s license numbers. Some impose stringent data privacy and data protection requirements, providing penalties for non-compliance (e.g. $7,500 per violation), including some States where the law provides for a private right of action in the event of a data breach. Increasingly, many states are now taking a GDPR approach and mandating data protection impact assessments, similar to the GDPR PIA / DPIA obligations and with some States progressing independent data protection authorities to monitor and drive compliance. Some US state laws, as with GDPR and other privacy laws, are extra-territorial in nature and thus apply outside the USA. Certain other state laws impose similar privacy obligations as well and, in addition, all 50 states have laws with varying obligations to provide notification of security breaches of computer databases that contain personal information to affected individuals, state officers and others. Additionally, the use or generation of biometric data as an aid to fraud prevention is becoming increasingly regulated through a patchwork of laws in both the EU and across the United States, with a number of state laws now requiring consent to such use. We have also seen recent privacy law developments within South America. See “Item 3.D. Risk Factors—Risks Related to Our Business and Industry—Regulatory, Legal and Tax Risks—We are subject to current and proposed regulation addressing both consumer and business privacy and data use, which could adversely affect our business, financial condition and results of operations.” 46 Section 13(r) Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, the Company hereby incorporates by reference herein Exhibit 99.1 of this report, which includes disclosures made to Blackstone by Atlantia S.p.A, which may be considered our affiliate. Intellectual Property and R&D We rely upon a combination of copyrights, trade secrets, trademarks, license agreements, confidentiality policies and procedures, nondisclosure agreements and technical measures designed to protect the intellectual property and commercially valuable confidential information and data used in our business in jurisdictions around the world. We seek to protect our intellectual property rights by relying on applicable laws and regulations in the United States and internationally, as well as a variety of administrative procedures. We also rely on contractual restrictions to protect our proprietary rights when offering or procuring products and services. We have not applied for any patents in respect of our electronic payment processing systems and cannot give assurances that any patent applications will be made by us or that, if they are made, they will be granted. Additionally, it is possible that third parties, including our competitors, may obtain patents relating to technologies that overlap or compete with our technology. If third parties obtain patent protection with respect to such technologies, they may assert that our technology infringes their patents and seek to charge us a licensing fee or otherwise preclude us from using our technology. The steps we have taken to protect our copyrights, trade secrets, trademarks and other intellectual property may not be adequate, and third parties could infringe, misappropriate or misuse our intellectual property. If this were to occur, it could harm our reputation and adversely affect our competitive position or results of operations. We also license from third parties a variety of content, data and other intellectual property. Although we believe that alternative technologies and work-arounds are likely to be available should these agreements terminate or expire, there is no guarantee that third-party technologies will continue to be available to us on commercially reasonable terms or that work-arounds would be readily available for deployment in a commercially reasonable time frame. See “Item 3.D. Risk Factors—Risks Related to Our Business and Industry—Regulatory, Legal and Tax Risks—We may not be able to adequately protect or enforce our intellectual property rights, or third parties may allege that we are infringing their intellectual property rights,” “Item 3.D. Risk Factors—Risks Related to Our Business and Industry—Regulatory, Legal and Tax Risks—Our use of open source software could compromise our ability to offer our products or services and subject us to possible litigation” and “Item 3.D. Risk Factors—Risks Related to Our Business and Industry—Regulatory, Legal and Tax Risks—If we fail to comply with our obligations under license or technology agreements with third parties, we may be required to pay damages and we could lose license rights that are critical to our business.” Our total research and development expense for the year ended December 31, 2025, 2024 and 2023 was $15,778, $7,267 and $7,278, respectively. Competition The global payments industry is highly competitive, rapidly changing, highly innovative and increasingly subject to regulatory scrutiny and oversight. We compete against a wide range of businesses, including businesses that are larger than we are, have a dominant and secure position, or offer other products and services to consumers and merchants that we do not offer, as well as smaller companies that may be able to respond more quickly to regulatory and technological changes than we can. We compete against all forms of payments, including credit and debit cards; automated clearing house and bank transfers; other online payment services, local APMs, and digital wallets; mobile payments; cryptocurrencies and distributed ledger technologies; and offline payment methods, including cash and check. We also compete against banks, merchant acquirers, and third-party payment processors. We compete primarily on the basis of brand recognition; distribution network and channel options; convenience; variety of payment methods; product and service offerings; customer service for both consumers and merchants; trust and reliability; speed; data protection and security; price; and innovation. Employees As of December 31, 2025, we had approximately 2,900 employees globally. None of these employees are represented by a labor union and we consider our relationship with our employees to be good. Properties The mailing address of Paysafe Limited’s registered office is c/o M Q Services Ltd., Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal executive office of the Company is located at 2 Gresham Street, 1st Floor, London, United Kingdom, EC2V 7AD. We also lease a number of operations, business, data center and sales offices and facilities which include 13 offices in 12 countries 47 and 4 data centers. Our business is not capital intensive. We believe that our facilities are generally adequate for our current anticipated and future use, although we may from time to time lease additional facilities or vacate existing facilities as our operations require. Seasonality Our business is subject to seasonal influences. Both of the Company’s Merchant Solutions and Digital Wallets businesses historically experience increased activity during the traditional holiday period and around other nationally recognized holidays, when certain of our game’s operators may run promotions, consumers enjoy more leisure time and younger consumers may receive our products as gifts. Our Digital Wallets segment experiences increased activity based on the occurrence and timing of sporting events. Legal Proceedings We are, from time to time, party to general legal proceedings and claims, which arise in the ordinary course of business. We may be and in some cases have been subject to claims, lawsuits, government or regulatory investigations, subpoenas, inquiries or audits, and other proceedings involving areas such as online gambling regulation, intellectual property, consumer protection, privacy, data protection, labor and employment, immigration, import and export practices, product labeling, competition, accessibility, securities, tax, marketing and communications practices, commercial disputes, anti-money laundering, anti-corruption, counter-terrorist financing, sanctions and other matters. On December 10, 2021, a class action complaint, Lisa Wiley v Paysafe Limited was filed in the United States District Court for the Southern District of New York, naming among others the Company, our former Chief Executive Officer and our former Chief Financial Officer, as defendants. The complaint asserted claims, purportedly brought on behalf of a class of shareholders, under Sections 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, and alleged that the Company and individual defendants made false and misleading statements to the market regarding the Company’s financial outlook in light of gambling regulations in key European markets, performance challenges in the company’s Digital Wallets segment and the modified scope and timing of new eCommerce customer agreements. In addition, the complaint asserted claims against the individual defendants, under Sections 20(a) of the Exchange Act, alleging that the individual defendants filed false financial statements, misled the public and induced the public to buy shares. On January 21, 2022, a related complaint was brought by John Paul O’Brien also in the Southern District of New York which additionally named William P. Foley II as a defendant. On May 5, 2022, the Southern District of New York consolidated the Wiley case and the O’Brien case and recaptioned the new case In re: Paysafe Ltd. f/k/a Foley Trasimene Acquisition Corp. II Securities Litigation. The Company filed a motion to dismiss this complaint on July 14, 2024, which was subsequently granted by the Southern District of New York on March 31, 2025. Plaintiffs did not appeal the dismissal and the case has been fully and finally dismissed. A separate class action complaint, Farzad v. Trasimene Capital FT et. al. was filed in the Chancery Court of Delaware on February 16, 2023 and subsequently amended on June 4, 2025 to include Paysafe Limited and our former Chief Executive Officer. The complaint asserts claims, purportedly brought on behalf of a class of shareholders, and alleges breaches in fiduciary responsibilities of certain former Directors and Officers of Farzad Trasimene and claims of aiding and abetting a breach of fiduciary duty and unjust enrichment against the Company and our former Chief Executive Officer. Plaintiffs allege that those shareholders’ Redemption Rights were impaired due to the defendants' alleged misstatements and omissions about Paysafe's business metrics and financial prospects in connection with the Merger which caused damage to the shareholders. The allegations further stated that Paysafe aided the defendants in making such misstatements. The Company and our former Chief Executive Officer filed a motion to dismiss this complaint on July 7, 2025,. This motion was granted by the Chancery Court of Delaware on October 23, 2025 and Company and our former Chief Executive Officer were dismissed as defendants. A trial date has been scheduled for July 2026 for the remaining defendants. The Company has indemnity obligations toward the remaining defendants for expenses associated with this litigation. There is no assurance that the remaining defendants will be successful in the ultimate resolution of this matter or that insurance will be available or adequate to fund any potential settlement or judgment or related costs associated with the indemnified parties, which could be material. While it is not possible to quantify the financial impact or predict the outcome of all pending claims and litigation, except as otherwise noted, management does not anticipate that the outcome of any current proceedings or known claims, either individually or in aggregate, will have a material adverse effect upon our financial position, results of operations or cash flows. C. Organizational Structure Paysafe Limited was incorporated by PGHL under the laws of Bermuda on November 23, 2020 for the purpose of effectuating the Transaction and became the parent company of the combined business following the consummation of the Transaction, which was consummated on March 30, 2021. A list of the significant subsidiaries of the Company is included in Exhibit 8.1 to this Report. Each of the Founder, Cannae LLC, the CVC Investors and the Blackstone Investors, to whom we refer collectively as the “Principal Shareholders,” are party to the Shareholders Agreement described in “Certain Relationships and Related Person Transactions—Certain Relationships and Related Person Transactions—Paysafe—Shareholders Agreement,” set forth in this report, pursuant to which, among 48 other things, they have each agreed to vote in favor of their respective nominees to the Company Board. Accordingly, the Principal Shareholders constitute a group within the meaning of Section 13(d) of the Exchange Act representing approximately 54.4% of the outstanding voting securities of the Company. See “Item 7.A. Major Shareholders” and “Item 8.A. Consolidated Statements and Other Financial Information." D. Property, Plants and Equipment See “Item 4.B. Information on the Company—Business Overview—Properties” for additional information.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Paysafe Consolidated Financial Statements included elsewhere in this Report. In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause such differences are discussed in “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.” A discussion regarding our financial condition and results of operation for the fiscal year ended December 31, 2025, compared to the fiscal year ended December 31, 2024, is presented below. A discussion regarding our financial condition and results of operations for fiscal year ended December 31, 2024, compared to the fiscal year ended December 31, 2023, unless otherwise noted, can be found under Item 5 in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on March 4, 2025, which is available on the SEC’s website at https://www.sec.gov and on the SEC Filings section of the Investors section of our website at: https://ir.paysafe.com/regulatory-filings. Any reference to “we,” “us,” “Paysafe,” the “Company,” “management” and “our” as used herein refer to Paysafe Limited. Amounts preceded with a dollar sign are denominated in U.S. dollars in thousands, unless otherwise noted. A. Operating Results Our Company Paysafe is a leading, global pioneer in digital commerce with $167 billion in volume processed in 2025 and $152 billion in 2024, generating $1.7 billion in revenue in 2025 and $1.7 billion in revenue in 2024. Our specialized, integrated payments platform offers the full spectrum of payment solutions ranging from credit and debit card processing to digital wallet, prepaid card and real-time banking solutions. The combination of this breadth of solutions, our sophisticated risk management and our deep regulatory expertise and deep industry knowledge across specialized verticals enables us to empower 18 million active users in more than 120 countries and approximately 200,000 SMBs to conduct secure and friction-less commerce across online, mobile, in-app and in-store channels. We also provide digital commerce solutions for specialized industry verticals, including iGaming (which encompasses a broad selection of online betting related to sports, e-sports, fantasy sports, poker and other casino games), gaming, digital goods, cryptocurrencies, travel and financial services, as well as Merchant Solutions services for SMBs and direct marketing clients. We go to market, serve and support our clients through an omni-channel model that leverages our global reach and our B2B and B2C relationships. This enables us to manage and serve our clients through our network of offices around the world with strong knowledge of local and regional markets, customs and regulatory environments. We sell our solutions through a combination of direct and indirect sales strategies. We have a direct sales force that builds and develops relationships with larger merchants and helps them configure or develop digital and point-of-sale commerce solutions from our suite technology services. We sell our solutions online to smaller merchants using targeted marketing campaigns designed to address specific use cases across verticals, geographies and user profiles. We also leverage a network of partners, such as ISVs and ISOs, who integrate our solutions into their own services or resell our solutions by utilizing their own sales initiatives. We operate across two business segments, which provide our digital commerce solutions to different end markets: our Merchant Solutions Segment and our Digital Wallets Segment. In the fourth quarter of 2022, we revised our reportable segments, which are the same as our operating segments, as a result of a change in our Chief Operating Decision Maker (“CODM”) and how our CODM regularly 49 reviews financial information to allocate resources and assess performance. The prior year information has been revised to reflect this change. Merchant Solutions: Merchant Solutions is marketed under the Paysafe and Petroleum Card Services ("PCS") brands. These solutions include a full range of PCI-compliant payment acceptance and transaction processing solutions for merchants and integrated service providers including merchant acquiring, transaction processing, gateway solutions, fraud and risk management tools, data and analytics, point of sale systems and merchant financing solutions, as well as comprehensive support services that we provide to our independent distribution partners. Digital Wallets: Our Digital Wallets is marketed under multiple brand names including the Neteller, Skrill, PaysafeCard, PaysafeCash, as well as a proprietary pay-by-bank solution marketed in Europe under the Rapid Transfer brand. Skrill and Neteller remove friction from complex commerce situations and dramatically simplify the complexity of traditional payment mechanisms, such as card-based payments, enabling our active users to send, spend, store and accept funds online more easily. The PaysafeCard and PaysafeCash brands provide consumers with a safe and easy way to purchase goods and services online without the need for a bank account or credit card and allow merchants to expand their target market to include consumers who prefer to pay with cash. 50 Recent Company Initiatives and Events On October 30, 2025, Paysafe was notified by the New York Stock Exchange (“NYSE”) of its intent to commence delisting proceedings for the Company’s warrants due to an abnormally low selling price. On October 31, 2025, the NYSE suspended trading in the warrants effective immediately. The NYSE applied to the U.S. Securities and Exchange Commission to formally delist the warrants which became effective in November 2025. This action does not affect the Company’s common shares, which will continue to trade on the NYSE under the ticker symbol “PSFE.” The warrants expire in March 2026 and as of December 31, 2025, the associated warrant liability was immaterial. On February 11, 2025, the Company announced a definitive agreement to sell substantially all assets related to its direct marketing payment processing business line (Paysafe Direct, LLC) to KORT payments. The business primarily consists of direct marketing and other card-not-present volume in both complex and traditional industry verticals within the Merchant Solutions segment. This exit is intended to eliminate a non-strategic business line and reduce the Company's exposure to higher risk verticals. The transaction includes reseller and merchant contracts, as well as dedicated technology and employees related to the business. The consideration for the transaction consists of $2,000 cash and up to $50,000 in annual earnout payments over the next five years. The transaction closed on February 28, 2025 upon finalizing certain transition services-related items. Revenue generated by this business was $5,213, $104,379 and $102,058 for the years ended December 31, 2025, 2024 and 2023, respectively. In November 2023, our Board approved a share repurchase program (the “Share Repurchase Program”), authorizing us to repurchase up to $50,000 of our common shares. During the year ended December 31, 2025, an additional $140,000 of our common shares was authorized. We expect to fund future repurchases, if any, through a combination of cash on hand, cash generated by operations and future financing transactions, if appropriate. Accordingly, our Share Repurchase Program is subject to us having available cash to fund repurchases. Under the Share Repurchase Program, management is authorized to purchase shares of our common stock from time to time through open market purchases or privately negotiated transactions at prevailing prices as permitted by securities laws and other legal requirements, and subject to market conditions and other factors. During the years ended December 31, 2025 and 2024, the Company repurchased 9,477,463 and 2,644,712 shares, respectively, under the Share Repurchase Program for total amounts of $91,693 and $42,921, respectively. Included in the total repurchases for the year ended December 31, 2025, were 3,962,237 shares repurchased from a related party at a discounted price for a total value of $26,530. Trends and Factors Affecting Our Future Performance Significant trends and factors that we believe may affect our future performance include the items noted below. For a further discussion of trends, uncertainties and other factors that could affect our operating results see the section entitled “Information on the Company – Business Overview” and “Risk Factors” in this Report. Pillar Two Work is currently being undertaken by the Organisation for Economic Co-operation and Development ("OECD") on potential future recommendations related to the challenges arising from the digitalization of the global economy, specifically relating to reform of the international allocation of taxing rights (“Pillar One”) and a system ensuring a minimum level of tax for multinational enterprises (“Pillar Two”). On December 12, 2022, the European Union (EU) Member States agreed in principle on the introduction of a global minimum tax rate of 15%. On December 15, 2022, the written procedure for formal adoption of a directive was signed, and transposed into the national law of EU Member States with effectiveness beginning January 1, 2024. The application of the minimum tax rate did not have a material impact on the Company’s consolidated financial statements. Separately, on July 11, 2023, the UK enacted into domestic law measures to apply a multinational top-up tax and domestic top-up tax on profits taxed at an effective rate of less than 15% which became effective for the Company on January 1, 2024. In addition, the UK enacted into domestic law measures on undertaxed profits rules which became effective for the Company on January 1, 2025. A number of jurisdictions which have a statutory tax rate below the global minimum tax rate of 15% have introduced legislation for qualifying domestic minimum top-up tax (“QDMTT”) which increases the domestic tax rate to 15% for entities that are part of a multinational enterprise. The Company has provided for estimated top-up tax for territories where the QDMTT is in effect and have separately disclosed this in the Company’s tax rate reconciliation in Note 3, Taxation, within Item 18, Financial Statements. One Big Beautiful Bill Act ("OBBBA") On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA"). The OBBBA makes permanent key 51 elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. Consequently, the Company has evaluated all deferred tax balances under the newly enacted tax law and identified any changes required to its financial statements as a result of the OBBBA. The Company recognized a valuation allowance of $95,519 against the US deferred tax assets during the year ended December 31, 2025, which mainly related to the enactment of this tax law. For further discussion refer to Note 3, Taxation, within the consolidated financial statements included elsewhere in this Report. Global and regional economic conditions Our operations and performance depend significantly on global and regional economic conditions. Uncertainty about global and regional economic events and conditions may impact our ability to conduct business in certain areas and may result in consumers and businesses postponing or lowering spending. This includes the impact of acts of war and terrorism, such as the military hostilities commenced in Ukraine. Operations within Russia, Ukraine and Israel represented less than 1% of our revenues and were predominantly within the Digital Wallets segment. For year ended December 31, 2025, we have not experienced significant decline in revenues from the impact of war-regions on the Digital Wallets segment. During the year ended December 31, 2025, the United States government has announced the imposition of tariffs on certain imported goods. While we have not yet experienced a significant impact due to our service-oriented business model, in the future there may be an increase in the cost of point of sale terminals, depending on where they are sourced. Further, during the fourth quarter, the United States government experienced a shutdown of non-essential federal programs and services. Another prolonged shutdown may adversely affect our US merchant base, potentially leading to reduced revenues and transaction volumes. We continue to monitor these economic conditions, as they may adversely impact our operations and financial results. Foreign currency impact Our revenues and expenses are subject to changes in foreign currencies against the U.S. dollar which can impact our results of operations. It is difficult to predict the fluctuations of foreign currency exchange rates and how those fluctuations will impact our Consolidated Statements of Comprehensive Income / (Loss) in the future. As a result of the relative size of our international operations, these fluctuations may be material. During the year ended December 31, 2025, our Digital Wallets segment was impacted by favorable foreign exchange. On a net basis, foreign exchange losses on external debt offset operational foreign exchange gains. Components of Our Operating Results Revenue Revenue consists primarily of fees derived from transaction processing services through two main lines of business: Merchant Solutions and Digital Wallets. Substantially all of our Merchant Solutions revenue stream is earned by charging merchants processing fees for facilitating payment processing transactions. The Digital Wallets revenue streams are almost entirely derived from charging merchants fees for allowing payments on their platforms using our services or from charging customers on a transactional basis for using our services. The Company’s promise to stand ready to provide electronic payment services is not based on a specified number of transactions, but rather is a promise to process all the transactions needed each day. Therefore, we measure revenue for our payment service daily based on the services that are performed on that day. We recognize revenue net of taxes collected from customers. These taxes are subsequently remitted to governmental authorities. Cost of services (excluding depreciation and amortization) Cost of services (excluding depreciation and amortization) consists primarily of the cost of transaction processing systems through two main lines of business: Merchant Solutions and Digital Wallets. Cost of services (excluding depreciation and amortization) for Merchant Solutions consists primarily of merchant residual payments to our network of independent sales organizations, as well as other fees incurred by the Company in the processing of transactions. Cost of services (excluding depreciation and amortization) does not include interchange fees charged by the card issuing financial institutions and fees charged by payment networks in this segment, which are presented net within revenue. Cost of services (excluding depreciation and amortization) for Digital Wallets consists primarily of commission paid to distributors, and the costs to accept a customer’s funding source of payment and subsequent withdrawals from the wallet. These costs include fees paid to payment processors and other financial institutions. These expenses exclude any depreciation or amortization, which is described below. 52 Selling, general and administrative Selling, general and administrative consists primarily of employee related costs, including salaries and benefits, share based compensation, credit losses, information technology expenses and other administrative costs as noted below. Selling expenses are comprised of sales and marketing personnel-related costs, including salaries, and benefits. General and administrative expenses are comprised of expenses associated with operational and supporting personnel-related costs, including salaries and benefits, as well as credit losses on financial assets, corporate management, information technology, office infrastructure, external professional services and other activities. Depreciation and amortization Depreciation and amortization consist of depreciation and amortization expenses related to computer and communication equipment, furniture and equipment, right-of-use assets, leasehold improvements, acquired and internally developed software, customer relationships and other intangible assets. Research and development costs for software development projects are capitalized when it is probable that the project will be completed, and the software will be used to perform the function intended. These costs are amortized over their useful life. Impairment expense on goodwill and intangible assets Impairment expense on goodwill and intangible assets relates to loss on impairment of goodwill and intangible assets. Restructuring and other costs Restructuring and other costs include transaction costs related to the Company’s disposal and acquisition activities, restructuring expenses such as those incurred in connection with finance transformation, office closure and relocation programs, and other costs, including legal costs associated with the securities litigation involving the Company and other indemnified parties. Transaction costs that are incremental and directly attributable to an equity transaction are deferred and charged against the gross proceeds received upon completion of the equity transaction. Gain / loss on disposal of subsidiaries and other assets, net During the year ended December 31, 2025, the Company recognized a gain upon the disposal of substantially all of the assets in its direct marketing payment processing business line (Paysafe Direct, LLC) to KORT Payments. This gain is offset by a loss on disposition of certain equipment. Other income, net Other income, net consists primarily of foreign exchange gains and losses, fair value movement in contingent consideration, derivative instruments and warrants, and gains on loan note repurchases. Interest expense, net Interest expense, net primarily consists of the interest associated with our outstanding debt obligations and the amortization of debt issuance costs. Income tax (benefit)/expense Income tax (benefit)/expense represents income taxes generated in the United Kingdom and numerous foreign jurisdictions. These foreign jurisdictions have different statutory tax rates than the United Kingdom. Our effective tax rates will vary depending on the relative proportion of foreign to domestic income, interest, penalties, changes in the valuation of our deferred tax assets and liabilities, changes in uncertain tax positions, and changes in tax laws. 53 Key Performance Indicators We regularly monitor the following key performance indicators to evaluate our business and trends, measure our performance, prepare financial projections and make strategic decisions. We believe that these key performance indicators are useful in understanding the underlying trends in the Company’s businesses. There are limitations inherent in key performance indicators. Investors should consider any key performance indicator together with the presentation of our results of operations and financial condition under GAAP, rather than as an alternative to GAAP financial measures. These measures may not be comparable to other performance measures used by the Company’s competitors. Volume and Take Rate Gross dollar volume is calculated as the dollar value of payment transactions processed by the Company. To reflect the distinct nature of our products across each segment, this includes, but is not limited to, the following: •For Merchant Solutions: Credit card and debit card transactions •For Digital Wallets: Deposits, withdrawals, transfers to merchants from consumers, transfers from merchants to consumers, wallet-to-wallet transfers, pre-paid Mastercard, and vouchers redeemed at merchants transactions Volume (also known as gross dollar volume) is a meaningful indicator of our business and financial performance, as we typically generate revenue across our solutions based on per transaction fees that are calculated as a percentage of transaction dollar volume. In addition, volume provides a measure of the level of payment traffic we are handling for our consumers and merchants. Many marketing initiatives are focused on driving more volume, either through encouraging greater adoption of our payment products or increasing activity through existing merchants or consumers. Take rate is calculated as operating segment revenue divided by gross dollar volume. Take-rate is a meaningful indicator of our business and financial performance as it describes the percentage of revenue collected by Paysafe on the volume of transactions processed. This is used by management as an indication of pricing or product mix trends over time rather than absolute pricing within each segment, due to the mix of product types and pricing agreements that will be in place with specific merchants. It will also factor in revenue from fees that are not directly linked to volume-based transactions, such as inactivity fees charged on dormant accounts. The following table sets forth our gross dollar volume and take rate for the years ended December 31, 2025 and 2024: For the year ended December 31, 2025 (U.S. dollars in millions) Merchant Solutions Digital Wallets Intersegment Total Gross dollar volume (1) $ 141,978 $ 26,350 $ (1,564 ) $ 166,764 Take Rate 0.6 % 3.1 % 1.2 % 1.0 % For the year ended December 31, 2024 (U.S. dollars in millions) Merchant Solutions Digital Wallets Intersegment Total Gross dollar volume (1) $ 129,899 $ 23,327 $ (1,481 ) $ 151,745 Take Rate 0.7 % 3.3 % 1.2 % 1.1 % Increase / (Decrease) - 2025 vs 2024 (U.S. dollars in millions) Merchant Solutions Digital Wallets Intersegment Total Gross dollar volume (1) $ 12,079 $ 3,023 $ (83 ) $ 15,019 Take Rate (0.1 )% (0.2 )% 0.0 % (0.1 )% (1)Volumes for the year ended December 31, 2025 and 2024 exclude embedded finance related volumes of less than $0.1 billion and $0.2 billion, respectively. Non-GAAP Financial Measure We report our financial results in accordance with GAAP, which includes the standards, conventions, and rules accountants follow in recording and summarizing transactions and in the preparation of financial statements. In addition to reporting financial results in accordance with GAAP, we have provided Adjusted EBITDA as a non-GAAP financial measure. We include a non-GAAP measure in this Report because it is a basis upon which our management assess our performance and we believe it reflects the underlying trends and an indicator of our business. Although we believe the non-GAAP measure is useful for investors for the same reasons, the measure is not a substitute for GAAP financial measures or disclosures. 54 Our non-GAAP measure may not be comparable to other similarly titled measures used by other companies and has limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of the operating results as reported under GAAP. An explanation of the relevance of the non-GAAP measure, a reconciliation of the non-GAAP measure to the most directly comparable measure calculated and presented in accordance with GAAP is set out below. The non-GAAP measure has limitations in that it does not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. We do not regard the non-GAAP measure as a substitute for, or superior to, the equivalent measure calculated and presented in accordance with GAAP or the one calculated using a financial measure that is calculated in accordance with GAAP. Adjusted EBITDA Adjusted EBITDA is defined as net income/(loss) before the impact of income tax (benefit)/expense, interest expense, net, depreciation and amortization, share-based compensation expense, impairment expense on goodwill and intangible assets, restructuring and other costs, loss/(gain) on disposal of subsidiaries and other assets, net, and other (expense)/income, net. These adjustments include certain costs and transactions that are not reflective of the underlying operating performance of the Company. Management believes these adjustments improve the comparability of operating results across reporting periods. We use Adjusted EBITDA as our measure of segment profitability to assess the performance of our businesses. Additionally, we believe it is important to consider our profitability on a basis that is consistent with that of our operating segments. Adjusted EBITDA reported for our segments is not, however, considered a non-GAAP measure as it is presented in conformity with Accounting Standards Codification 280, Segment Reporting, and is excluded from the definition of a non-GAAP measure under the Securities and Exchange Commission’s Regulation G and Item 10(e) of Regulation S-K. We believe that Adjusted EBITDA should be made available to securities analysts, investors and other interested parties to assist in their assessment of the performance of our businesses. Despite the importance of this measure in analyzing our business, measuring and determining incentive compensation and evaluating our operating performance, as well as the use of Adjusted EBITDA by securities analysts, lenders and others in their evaluation of companies, Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for net income (loss) or other methods of analyzing our results as reported under GAAP. We do not use or present Adjusted EBITDA as a measure of liquidity or cash flow. Some of the limitations of Adjusted EBITDA are: •It does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; •It does not reflect changes in, or cash requirements for, our working capital needs; •It does not reflect the interest expense or the cash requirements to service interest or principal payments on debt; •It does not reflect income tax payments we are required to make; •Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future and Adjusted EBITDA does not reflect any cash requirements for such replacements; and •Other companies in our industry may calculate Adjusted EBITDA differently, limiting its usefulness as a comparative measure. Results of Operations Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 The following table sets forth our results of operations for the years ended December 31, 2025 and 2024: 55 Year ended December 31, Variance (U.S. dollars in thousands) 2025 2024 $ % Revenue 1,701,388 1,704,835 (3,447 ) (0.2 )% Cost of services (excluding depreciation and amortization) 741,197 715,762 25,435 3.6 % Selling, general and administrative 563,647 575,553 (11,906 ) (2.1 )% Depreciation and amortization 274,107 273,364 743 0.3 % Impairment expense on goodwill and intangible assets 1,423 823 600 72.9 % Restructuring and other costs 48,366 5,178 43,188 834.1 % Loss on disposal of subsidiaries and other assets, net 732 801 (69 ) (8.6 )% Operating income 71,916 133,354 (61,438 ) (46.1 )% Other (expense) / income, net (7,563 ) 21,475 (29,038 ) (135.2 )% Interest expense, net (136,414 ) (140,805 ) 4,391 (3.1 )% (Loss)/ income before taxes (72,061 ) 14,024 (86,085 ) (613.8 )% Income tax expense / (benefit) 110,446 (8,136 ) (118,582 ) 1457.5 % Net (loss) / income (182,507 ) 22,160 (204,667 ) 923.6 % Revenue Revenue decreased by $3,447, or 0.2%, to $1,701,388 for the year ended December 31, 2025 from $1,704,835 for the year ended December 31, 2024. This was driven by a decrease of $52,955, or 5.5%, in our Merchant Solutions segment due to the sale of the direct marketing payment processing business line which contributed to a decline in revenue of $99,166. This decline was partially offset by an increase in revenue due to higher volumes and growth in e-commerce driven by initiatives to expand our sales capabilities and a licensing agreement executed during the year. This was further offset by an increase of $49,222 or 6.4%, in our Digital Wallets segment primarily due to a favorable impact of $33,510 on foreign exchange rates and growth across all verticals, offset by a decrease in interest revenue earned. For further detail on our segments, see “Analysis by Segments” below. Cost of services (excluding depreciation and amortization) Cost of services (excluding depreciation and amortization) increased $25,435, or 3.6%, to $741,197 for the year ended December 31, 2025 from $715,762 for the year ended December 31, 2024. The increase is largely attributable to an increase of $25,513, or 11.9% in our Digital Wallets segment mainly due to growth in lower margin verticals in addition to the unfavorable impact of $12,658 on foreign exchange rates. Cost of services (excluding depreciation and amortization) remained relatively flat in our Merchant Solutions segment as the decrease related to the sale of the direct marketing payment processing business were largely offset by increased costs associated with growth in lower margin verticals. Selling, general and administrative Selling, general and administrative expenses decreased $11,906, or 2.1%, to $563,647 for the year ended December 31, 2025 from $575,553 for the year ended December 31, 2024. The decrease is primarily driven by a decrease in legal and professional fees of $11,204 due to a decline in consulting fees following the finalization of the portfolio optimization project in the prior year, a decrease in personnel costs of $6,910 due to a decline in performance based compensation, a decrease in share based compensation of $6,230 due to performance awards and awards that vested after December 31, 2024, and a decrease in credit losses of $4,676. The decrease was offset partially by an increase in advertising and promotions of $7,898, and an increase in severance of $3,868. Depreciation and amortization Depreciation and amortization increased $743, or 0.3%, to $274,107 for the year ended December 31, 2025 from $273,364 for the year ended December 31, 2024. This was mainly driven by an increase in amortization due to software development costs placed in service during the year ended December 31, 2025, offset partially by a decrease due to fully amortized customer relationships. Impairment expense on goodwill and intangible assets Impairment expense on goodwill and intangible assets increased by $600 or 72.9%, to $1,423 for the year ended, December 31, 2025 from $823 for the year ended December 31, 2024. The increase is mainly driven by impairment expense of $638 related to the right of use asset for a leased office space following the disposal of the direct marketing business line for the year ended December 31, 2025. The remainder of the expense for December 31, 2025 and 2024 relates to specifically identified software development costs which had no future economic benefit. Restructuring and other costs 56 Restructuring and other costs increased $43,188, or 834.1%, to $48,366 for the year ended December 31, 2025 from $5,178 for the year ended December 31, 2024. This was driven by an increase in other costs of $36,868 primarily attributable to higher legal cost related to the securities litigation involving the Company and indemnities provided by the Company in a related class action lawsuit, as well as higher transformation costs of $7,090 associated with projects to improve merchant platforms as well as finance and risk processes. Loss on disposal of subsidiaries and other assets, net Loss on disposal of subsidiaries and other assets, net remained relatively flat at $732 for the year ended December 31, 2025. This was a result of an increase in the loss on disposal of non-financial assets, which was offset partially by a gain on disposal of the direct marketing payment processing business line. Other income, net Other expense, net changed $29,038, or 135.2%, to an expense of $7,563 for the year ended December 31, 2025 from an income of $21,475 for the year ended December 31, 2024. The change was primarily driven by a foreign exchange loss of $9,758 in the current year compared to a foreign exchange gain of $11,316 in the prior year, a fair value loss on derivative instruments of $1,294 compared to a gain of $3,994 in the prior year, and a decrease in other gains of $3,196 mainly related to a release of a goods and services tax provision of $4,120 due to the statute of limitations. Interest expense, net Interest expense, net decreased by $4,391, or 3.1%, to $136,414 for the year ended December 31, 2025 from $140,805 for the year ended December 31, 2024. The decrease in interest expense, net was mainly due to the benefit of decreased effective interest rates. Income tax expense / benefit Income tax expense was $110,446 for the year ended December 31, 2025 compared to an income tax benefit of $8,136 for the year ended December 31, 2024. The increase in the income tax expense is a result of the recognition of a valuation allowance related to our recoverability of deferred tax assets on tax losses and restricted interest carryforwards in the UK and tax losses in the US during the year ended December 31, 2025, offset by an income tax benefit due to the release of a valuation allowance in Canada. The effective tax rate for the year ended December 31, 2025 and 2024 was (153.3)% and (58.0)%, respectively. The change in the effective tax rate for the year ended December 31, 2025 compared to year ended December 31, 2024 primarily arises as a result of movements in the valuation allowance as described above. A reconciliation between the statutory income tax rate and the income tax benefit / provision reported in the Consolidated Statements of Comprehensive (Loss) / Income is summarized in Note 3, Taxation, within Item 18, Financial Statements included elsewhere in this Report. Net income / (loss) The Company had a net loss of $182,507 for the year ended December 31, 2025 compared to a net income of $22,160 for the year ended December 31, 2024. The net loss was largely driven by the increase in income tax expense compared to an income tax benefit in the prior year, an increase in restructuring and other costs, an increase in other expense, net compared to other income, net in the prior year and an increase in cost of services (excluding depreciation and amortization). This is offset partially by a decrease a decrease in selling, general and administrative expenses. Non-GAAP financial measure Adjusted EBITDA Adjusted EBITDA for the Company decreased by $23,206, or 5.1%, to $428,848 for the year ended December 31, 2025 from $452,054 for the year ended December 31, 2024. This decrease was primarily driven by increased cost of services of $25,435, offset partially by a decrease in selling, general and administrative expenses, excluding share-based compensation cost of $5,676 as described above. For further explanation on the year-over-year change on these financial statement line items, please refer to the commentary above in “Results of Operations.” A reconciliation of Net (loss) / income to Adjusted EBITDA is as follows for the years ended December 31, 2025 and 2024: 57 Year Ended December 31, (U.S. dollars in thousands) 2025 2024 Net (loss) / income $ (182,507 ) $ 22,160 Income tax expense / (benefit) 110,446 (8,136 ) Interest expense, net 136,414 140,805 Depreciation and amortization 274,107 273,364 Share-based compensation 32,304 38,534 Impairment expense on goodwill and intangible assets 1,423 823 Restructuring and other costs (1) 48,366 5,178 Loss on disposal of subsidiaries and other assets, net 732 801 Other expense / (income), net (2) 7,563 (21,475 ) Adjusted EBITDA $ 428,848 $ 452,054 (1)For the year ended December 31, 2025, restructuring costs were $8,322, mainly consisting of transformation costs associated with projects to improve merchant platforms as well as finance and risk processes, and other costs were $40,044, which primarily consisted of legal costs associated with the securities litigation involving the Company and other indemnified parties. For the year ended December 31, 2024, restructuring costs were $2,582, and other costs were $2,596, which primarily consisted of legal costs. (2)For the year ended December 31, 2025, other expense / (income), net includes a loss on foreign exchange of $9,758 and a fair value loss on derivative instruments of $1,294. This was partly offset by a fair value gain on warrant liabilities of $1,401, other gains of $1,580 and a fair value gain on contingent consideration of $508. For the year ended December 31, 2024, other expense / (income), net includes a gain on foreign exchange of $11,316, a gain on derivative instruments of $3,994, gains on debt repurchases of $1,696 and other income of $4,776. Analysis by Segment We operate in two operating segments: Merchant Solutions and Digital Wallets. Our reportable segments are the same as our operating segments. Segment Adjusted EBITDA is reported to the Chief Operating Decision Maker for purposes of making decisions about allocating resources to the segments and assessing their performance. Segment Adjusted EBITDA includes the revenues of the segment less operating expenses that are directly related to those revenues and an allocation of shared costs and excludes the impact of income tax (benefit)/expense, interest expense, net, depreciation and amortization, share-based compensation expense, impairment expense on goodwill and intangible assets, restructuring and other costs, loss/(gain) on disposal of subsidiaries and other assets, net, and other (expense)/income, net. For this reason, Segment Adjusted EBITDA, is presented in conformity with Accounting Standards Codification 280, Segment Reporting, and is excluded from the definition of non-GAAP financial measures under the Securities and Exchange Commission’s Regulation G and Item 10(e) of Regulation S-K. The Company allocates shared costs to the two segments. Shared costs are the cost of people and other resources consumed in activities that provide a benefit across more than one segment. Shared costs are allocated to each segment primarily based on applicable drivers including headcount, revenue and Adjusted EBITDA. Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Merchant Solutions The following table presents our results for the Merchant Solutions operating segment for the year ended December 31, 2025 and 2024: For the year ended December 31, Variance (U.S. dollars in thousands) 2025 2024 $ % Revenue (1) 904,668 957,623 (52,955 ) -5.5 % Cost of services (excluding depreciation and amortization) (1) 518,428 518,792 (364 ) -0.1 % Selling, general and administrative (2) 240,546 247,980 (7,434 ) -3.0 % Segment Adjusted EBITDA 145,694 190,851 (45,157 ) -23.7 % (1)Amount includes intersegment transactions that are attributable to the segment. Intersegment transactions are primarily for processing credit card transactions and deposits between segments. (2)Selling, general and administrative excludes share-based compensation costs which are not included in our definition of Segment Adjusted EBITDA. The commentary included below exclude amounts that are outside of our definition of Segment Adjusted EBITDA. Refer to the commentary of these amounts under “Results of Operations”. 58 Revenue decreased by $52,955, or 5.5%, to $904,668 for the year ended December 31, 2025 from $957,623 for the year ended December 31, 2024. This was driven by the sale of the direct marketing payment processing business line which contributed to a decline in revenue of $99,166, offset partially by an increase in revenue due to higher volumes and growth in e-commerce driven by initiatives to expand our sales capabilities, and due to a licensing agreement executed during the year. Cost of services (excluding depreciation and amortization) was $518,428 for the year ended December 31, 2025 compared to $518,792 for the year ended December 31, 2024. Cost of services (excluding depreciation and amortization) remained relatively flat as the decrease related to the sale of the direct marketing payment processing business were largely offset by increased costs associated with growth in lower margin verticals Selling, general and administrative decreased by $7,434 or 3.0% to $240,546 for the year ended December 31, 2025 from $247,980 for the year ended December 31, 2024. The decrease is due to a reduction in legal and professional fees of $13,152 due to a decline in consulting fees following the finalization of the portfolio optimization project in the prior year, a decrease in credit losses of $8,151 and a decrease in personnel costs of $3,150 mainly due to a decrease in performance based compensation. This was offset partially by an increase in advertising and promotion costs of $8,846, an increase in sales and other taxes of $6,260 and an increase in severance of $1,600. Segment Adjusted EBITDA decreased by $45,157 or 23.7%, to $145,694 for the year ended December 31, 2025 from $190,851 for the year ended December 31, 2024 which is dues to variances explained above. Digital Wallets The following table presents our results for the Digital Wallets operating segment for the year ended December 31, 2025 and 2024: For the year ended December 31, Variance (U.S. dollars in thousands) 2025 2024 $ % Revenue (1) 814,727 765,505 49,222 6.4 % Cost of services (excluding depreciation and amortization) (1) 240,776 215,263 25,513 11.9 % Selling, general and administrative (2) 222,217 211,217 11,000 5.2 % Segment Adjusted EBITDA 351,734 339,025 12,709 3.7 % (1)Amount includes intersegment transactions that are attributable to the segment. Intersegment transactions are primarily for processing credit card transactions and deposits between segments. (2)Selling, general and administrative excludes share-based compensation costs which are not included in our definition of Segment Adjusted EBITDA. The commentary included below exclude amounts that are outside of our definition of Segment Adjusted EBITDA. Refer to the commentary of these amounts under “Results of Operations”. Revenue increased by $49,222, or 6.4%, to $814,727 for the year ended December 31, 2025 from $765,505 for the year ended December 31, 2024. This was primarily due to a favorable impact of $33,510 on foreign exchange rates and growth across all verticals, offset by a decrease in interest revenue earned caused by lower interest rates. Cost of services (excluding depreciation and amortization) increased by $25,513 or 11.9% to $240,776 for the year ended December 31, 2025 from $215,263 for the year ended December 31, 2024. This increase is mainly due to growth in lower margin verticals in addition to the unfavorable impact of $12,658 on foreign exchange rates. Selling, general and administrative increased by $11,000 or 5.2% to $222,217 for the year ended December 31, 2025 from $211,217 from December 31, 2024. This increase is due to an increase in credit losses of $3,741, legal and professional fees of $3,581, personnel costs of $1,950, information technology cost of $1,195 and severance of $1,306. Segment Adjusted EBITDA increased by $12,709 or 3.7%, to $351,734 for the year ended December 31, 2025 from $339,025 for the year ended December 31, 2024 which is due to the variances explained above. Seasonality We have experienced in the past, and expect to continue to experience, seasonal fluctuations in our business. For instance, both of the Company’s Merchant Solutions and Digital Wallets businesses historically experience increased activity during the traditional holiday period and around other nationally recognized holidays, when certain of our game’s operators may run promotions, consumers enjoy 59 more leisure time and younger consumers may receive our products as gifts. Our Digital Wallets segment experiences increased activity based on the occurrence and timing of sporting events. Volatility in our revenue, key operating metrics or their rates of growth could result in fluctuations in our financial condition or results of operations. Quantitative and Qualitative Disclosure about Market Risk Our market risk includes the potential loss arising from adverse changes in foreign currency exchange rates and interest rates, which we monitor on an ongoing basis. We are also exposed to credit and liquidity risk which are further discussed below. Interest Rate Risk We are exposed to interest rate risk relating to our borrowings and investment revenue. The Company actively manages interest rate risk through the use of interest rate swaps. Interest rate swaps convert floating rates to fixed rates. As of December 31, 2025, an increase of 100 basis points in interest rates offered on the bank borrowings would result in a $13.2 million unfavorable impact on net loss and a decrease of 100 basis points would have an equal and opposite effect on net earnings related to the Company’s borrowings. Due to the interest rate floors within the Company’s facility agreement of 0.5% on USD SOFR and 0% on EURIBOR, we may not realize the benefit of a decrease of 10% in the applicable interest rates. Foreign Currency Risk We have global operations and trade in various foreign currencies, primarily the Great British Pound, Euro, Peruvian Soles, Canadian Dollar and Swiss Franc. In addition, we are exposed to currency risk associated with translating our functional currency financial statements into its reporting currency, which is the U.S. dollar. As a result, we are exposed to movements in the exchange rates of various currencies against the U.S. dollar. We manage the exposure to currency risk by commercially transacting materially in U.S. dollars, Euros and Great British Pounds, the currencies in which we materially incur operating expenses. We limit the extent to which we incur operating expenses in other currencies, wherever possible, thereby minimizing the realized and unrealized foreign exchange gain/(loss). The currency of the Company’s borrowings is in part matched to the currencies expected to be generated from the Company’s operations. Intercompany funding is typically undertaken in the functional currency of the operating entities or undertaken to ensure offsetting currency exposures. As of December 31, 2025, had the U.S. dollar strengthened by 10% in relation to all the other currencies, with all other variables held constant, the net assets of the Company would have decreased by $8.1 million. A weakening of the U.S. dollar by 10% against the above currencies would have had an equal and opposite effect. Credit Risk Credit risk is the risk of financial loss if a consumer or merchant counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from our cash and cash equivalents, settlement receivables, restricted cash in respect to customer accounts, and trade receivables. The Company is also exposed to potential losses from merchant-related chargebacks. A chargeback occurs when a dispute between a cardholder and a merchant, including a claim for non-delivery of the product or service by the merchant, is not resolved in favor of the merchant and the transaction is charged back to the merchant resulting in a refund of the purchase price to the cardholder. If the Company is unable to collect this chargeback amount from the merchant due to closure, bankruptcy or other reasons, the Company bears the loss for the refund paid to the cardholder. The risk of chargebacks is typically greater for those merchants that promise future delivery of goods and services rather than delivering goods or rendering services at the time of payment. The cash and cash equivalents and restricted cash in respect to customer accounts are deposited with different banking partners with a variety of credit ratings. Credit exposures are regularly monitored and managed by the Group’s Treasury function with oversight from the Group Safeguarding and Treasury Committee (“STC”). Settlement receivables primarily relate to receivables from third party payment institutions arising in both our Merchant Solutions and Digital Wallets businesses, as well as receivables from distribution partners arising in our Digital Wallets business. These receivables are closely monitored on an ongoing basis. The Digital Wallets business utilizes credit limits and insurance to limit its overall gross exposure to distribution partners. Credit quality of a customer and distributor is assessed based on their industry, geographical location and financial background, with credit risk managed based on this assessment (i.e. trading limits, shortened payment period and/or requiring collateral, usually in the 60 form of bank guarantees, insurance or cash deposits or holdbacks which can legally be claimed by the Group to cover unpaid receivables). Outstanding trade receivables are regularly monitored to flag any unusual activities such as chargebacks. Having a significant number of consumers and merchants across multiple geographies and industries helps mitigate the Group’s exposure to concentration risk. Through the Group’s global credit risk framework we forecast, under normal business conditions, the probability of the occurrence of credit events before they occur. An estimate for credit losses is recorded utilizing a combination of aging and probability of default methods, depending on the nature and risk profile of the underlying asset pool. For further details regarding the accounting policy related to the allowance for credit losses, refer to Note 1, Basis of presentation and summary of significant accounting policies, within Item 18, Financial Statements included elsewhere in this Report. Customer credit risk is managed by each business unit subject to our established customer credit risk management policies, procedures and controls. Liquidity Risk Liquidity risk is the risk that we may be unable to meet our financial obligations as they fall due. We control and monitor both cash levels and cash flow on a regular basis, including forecasting future cash flows. Our objective to managing liquidity is to ensure that, as far as possible, we always have sufficient liquidity to meet our liabilities as they become due. In order to mitigate short-term liquidity risk and fund future merger and acquisition activity, we have a $305,000 revolving credit facility available, from which we make draw downs and repayments throughout the period. The balance drawn on the revolving credit facility as of December 31, 2025 and 2024 was $226,184 and $90,713, respectively. As of December 31, 2025 and 2024, the total principal amount of our external borrowings was $2,639,448 and $2,390,689, respectively. Subject to the limits contained in the credit agreements that govern our credit facilities, we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. All interest and mandatory debt repayments were satisfied during the years ended December 31, 2025 and 2024. Our key debt covenant governing these facilities is financial and is monitored monthly. Our primary financial covenant is to maintain a first lien debt ratio below 7.5x a Last Twelve Months EBITDA measure adjusted for certain items as stipulated in the company’s facilities agreement. As of December 31, 2025 and 2024, the Company was in compliance with all financial covenants associated with its debt. In addition, the Company is required to maintain minimum levels of liquidity within its regulated businesses within the United Kingdom and Ireland in accordance with our regulatory requirements. We monitor liquidity levels within our regulated entities on an ongoing basis, in accordance with our liquidity and capital adequacy assessment framework. B. Liquidity and Capital Resources Our primary sources of liquidity have been funds generated from operations, issuance of debt, the use of our revolving credit facilities and a line of credit. We assess our liquidity through an analysis of our working capital together with our other sources of liquidity. As of December 31, 2025 and 2024, we had $250,168 and $216,683 in cash and cash equivalents. Furthermore, we had $78,816 available under our $305,000 Revolving Credit Facility as of December 31, 2025. We had $214,287 available under our Revolving Credit Facility as of December 31, 2024. We have various contractual obligations in the normal course of our operations and financing activities. Our most significant contractual obligations relate to the principal outstanding amount of the Company’s debts, including interest payments, and operating lease obligations. For further information on these contractual obligations, see Note 8, Debt, and Note 16, Leases, within Item 18, Financial Statements included elsewhere in this Report. As discussed in Note 3, Taxation , within Item 18, Financial Statements as of December 31, 2025 the Company has $2,949 of liabilities associated with uncertain tax positions in the various jurisdictions in which the Company conducts operations. Due to the uncertain and complex application of the tax regulations, combined with the difficulty in predicting when tax audits throughout the world may be concluded, the Company cannot make precise estimates of the timing of cash outflows relating to these liabilities. As discussed in Note 17, Commitments, Contingencies and Guarantees within Item 18, Financial Statements, on February 16, 2023 a lawsuit titled Farzad v. Trasimene Capital FT et al. was filed in the Delaware Court of Chancery on behalf of former holders of FTAC common stock against certain former directors and officers of FTAC. Although Paysafe is not a party to this matter, the Company is obligated to indemnify the defendants for certain associated losses. There is no assurance that the defendants will prevail or that available insurance will be sufficient to cover any potential settlement, judgment, or related indemnifiable costs, any of which could be material. During the years ended December 31, 2025 and 2024, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures, or capital resources, other than letters of credit and financial guarantee contracts entered into in the ordinary course of business. 61 In addition to our cash and cash equivalents on our Consolidated Statements of Financial Position, we expect to continue to generate cash from our normal operations as well as the ability to draw down on our credit facilities, disclosed below, as required. We believe that we have sufficient financial resources to fund our activities and execute our business plans during the next 12 months. Customer accounts and other restricted cash is subject to certain safeguarding requirements. For further information on these requirements, see Note 1, Basis of presentation and summary of significant accounting policies within Item 18, Financial Statements included elsewhere in this Report. Debt As market conditions warrant, we and/or our majority equity holders, Blackstone, CVC and/or our respective affiliates, may from time to time, seek to repurchase securities that we have issued or loans that we have borrowed in privately negotiated or open market transactions, by tender offer or otherwise. Subject to any applicable limitations contained in the agreements governing our indebtedness, any such purchases may be funded by existing cash or by incurring new secured or unsecured debt, including borrowings under our credit facilities. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material. Any such purchases may relate to a substantial amount of a particular tranche of debt, with a corresponding reduction, where relevant, in the trading liquidity of that debt. In addition, any such purchases made at prices below the “adjusted issue price” (as defined for U.S. federal income tax purposes) may result in taxable cancellation of indebtedness income to us, which may be material, and result in related adverse tax consequences to us. For further discussion regarding our debt facilities, refer to Note 8, Debt, within Item 18, Financial Statements. Cash Flow Operating Activities Net cash flows provided by operating activities mainly consists of our net loss adjusted for non-cash items and movements in working capital. Non-cash items usually arise as a result of timing differences between expenses recognized and actual cash costs incurred or as a result of other non-cash income or expenses. Non-cash items include: depreciation and amortization; unrealized foreign exchange gain/(loss); deferred tax (expense)/benefit; shared-based compensation, non-cash interest expense, net; other (expense)/income, net; impairment expense on goodwill and intangible assets; allowance for credit losses; gain/(loss) on disposal of subsidiaries and other assets, net; and non-cash lease expense. Movements in working capital include the movements in: accounts receivable, net; prepaid expenses, other current assets and related party receivables; accounts payable, other liabilities, and income tax payable / (receivable). Movements in working capital are affected by several factors including the timing of month-end and transaction volume. Net cash flows provided by operating activities decreased by $17,649 to an inflow of $236,155 for the year ended December 31, 2025 from an inflow of $253,804 for the year ended December 31, 2024 mainly due to increased restructuring costs paid, realized foreign exchange losses in the current year compared to realized foreign exchange gains in the prior period, offset partially by lower outflows from working capital. For the year ended December 31, 2025, net cash flows provided by operating activities of $236,155 primarily consists of a net loss of $182,507 adjusted for non-cash items of $437,441, largely driven by depreciation and amortization of $276,366, allowance for credit losses of $48,251, a deferred tax expense of $74,403, share-based compensation of $32,304 and non-cash lease expenses of $9,348. This was partly offset by cash outflows of $18,779 in working capital. For the year ended December 31, 2024, net cash flows provided by operating activities of $253,804 primarily consists of a net income of $22,160 adjusted for non-cash items of $318,910, largely driven by depreciation and amortization of $274,755, share-based compensation of $38,534, and allowance for credit losses of $52,649, offset partially by a deferred tax benefit of $33,187 and other income, net of $10,159. This was partly offset by cash outflows of $87,266 in working capital. Investing Activities Net cash used in investing activities increased by $32,030 to $140,410 for the year ended December 31, 2025 from $108,380 for the year ended December 31, 2024. This increase is primarily attributed to a net outflow for merchant reserves of $19,013 compared to an inflow from merchant reserves of $6,510 in the prior period, an increase in purchases of merchant portfolios of $12,433, and a decrease in receipts under derivative financial instruments of $4,450. This is partially offset by an inflow related to other investing activities, net 62 compared to an outflow in the prior period, a decrease in cash outflows for the purchase of property, plant and equipment of $3,356, an inflow from the disposal of subsidiaries of $1,948 and a decrease in other intangible asset expenditures of $1,596. Financing Activities Net cash used in financing activities decreased by $117,416 to $163,383 for the year ended December 31, 2025 from $280,799 for the year ended December 31, 2024. This was mainly driven by no debt repurchases occurring in the current period, whereas the prior period included cash outflows of $92,278 related to debt repurchases. Other factors contributing to the decrease include an increase in net proceeds from loans and borrowings, partially offset by an increase in the purchase of treasury shares of $47,910. Borrowings and repayments on all facilities, excluding voluntary repurchases, were $1,098,963 and $994,214, respectively, for the year ended December 31, 2025 and $1,075,352 and $1,039,718, respectively, for the year ended December 31, 2024. The outflow of the movement in settlement funds - merchant and customers, net of $160,813 for the year ended December 31, 2025, remained relatively flat compared to an outflow of $163,837 for the year ended December 31, 2024. The Company’s regulatory obligations in the United Kingdom and Ireland include the requirement to safeguard customer funds that have been received either in exchange for electronic money (“e-money”) issued or within the transaction settlement cycle to merchants. Such amounts are recorded as an asset in our Consolidated Statements of Financial Position, in customer accounts and other restricted cash, net which is presented as part of cash, cash equivalents, customer accounts and other restricted cash, net as reported in the Consolidated Statements of Cash Flows. The Company also has a corresponding liability to its customers recognized in our Consolidated Statements of Financial Position as funds payable and amounts due to customers, as well as settlement receivables, net, that represent timing differences in the settlement process between the cash settlement of a transaction and the recognition of the associated liability. The movements in these account balances are presented net within financing activities (collectively "Settlement funds - merchant and customer, net"). The current year outflow in Settlement funds - merchant and customers, net is consistent with the decline in customer accounts and other restricted cash, net. We believe that our current level of cash and borrowing capacity under debt facilities, together with future cash flows from operations will be sufficient to meet the needs of our existing operations and planned requirements for the foreseeable future. Commitments and Contingencies From time to time we enter into certain types of contracts that contingently require us to indemnify parties against certain categories of losses they might incur including as a result of third-party claims. The contracts primarily relate to: (i) certain bank sponsor agreements, under which we may be required to provide indemnification to the bank in respect of losses they may incur as a result of processing card payments for relevant merchants; (ii) certain merchant and vendor agreements where we may be required to indemnify the merchant or vendor against any third party claims resulting from a violation of intellectual property rights or for any breach of the representations, warranties, obligations, or covenants in the agreement or against losses resulting from a data breach suffered by the Company; (iii) certain business purchase agreements, under which we may provide customary indemnification to the seller of the business being acquired; and (iv) certain real estate leases, under which we may be required to indemnify property owners for environmental and other liabilities, and other claims arising from our use of the applicable premises. The terms of such obligations vary by contract and in most instances a specific or maximum dollar amount is not explicitly stated therein. Generally, amounts under these contracts cannot be reasonably estimated until a specific claim is asserted. Consequently, with the exception of estimated credit losses, no liabilities have been recorded for these obligations on our Consolidated Statements of Financial Position for any of the periods presented. We periodically become a party to litigation proceedings arising in the normal course of our business operations. The Company maintains liabilities for losses from legal actions that are recorded when they are determined to be both probable in their occurrence and can be reasonably estimated. Additionally, the Company has contingent consideration payables associated with the acquisition of merchant portfolios. The estimated amount of contingent consideration represents the probable amount of possible payouts. C. Research and Development, patents and licenses, etc. 63 For further discussion regarding research and development refer to Item 4.B. Information on the Company—Business Overview, and Note 1, Basis of Presentation and Summary of Significant Accounting Policies, within Item 18, Financial Statements. D. Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2025 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions. E. Critical Accounting Estimates Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, which often require the judgment of management in the selection and application of certain accounting principles and requires us to make estimates that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We evaluate our critical accounting policies and estimates on an ongoing basis. Our estimates are based on historical experience, current conditions and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The critical accounting policies and estimates that we believe to have the most significant impact on our consolidated financial statements are described below. Revenue Recognition Application of the accounting principles in GAAP related to the measurement and recognition of revenue requires us to make certain judgments. Complex arrangements with nonstandard terms and conditions may require significant contract interpretation to determine the appropriate accounting. An area of significant judgment for the Company is the determination of the principal agent consideration as it relates to the payment processing services provided by the Company. In making this evaluation, we consider whether the Company has the ability to direct the use of and obtain substantially all of the benefits from services provided by the card issuing financial institutions and the fees charged by payment networks. We consider indicators including determination of the party that is responsible for fulfillment of the performance obligations in the contract, as well as the party who has the ability to determine the pricing of the related services in our contracts with customers. For the Company’s Merchant Solutions segment, the Company has concluded that its performance obligation is to facilitate payment services that are provided by other parties and therefore the nature of the Company's performance obligation is that of an agent. The Company does not have the ability to direct the use of and obtain substantially all the benefits from the services provided by these parties before those services are transferred to the customer. As a result, the Company presents revenue for its Merchant Solutions segment net of the interchange fees charged by the card issuing financial institutions and the fees charged by the payment networks. For the Company’s Digital Wallet segment, the Company has concluded that we have the ability to direct the use of and obtain the benefits of these services provided by these parties prior to transferring these services to our customers. As a result, the Company presents revenue for its Digital Wallets segment gross of interchange fees and fees charged by payment networks. Another area of significant judgment involves determining whether goods and services are considered distinct performance obligations that should be accounted for separately, or together as one performance obligation. The primary services offered by the Company to its customers comprise a series of distinct performance obligations that are substantially the same with the same pattern of transfer. Hence, these services are considered a single performance obligation and revenue is recognized as the Company satisfies its performance obligation by transferring control over the service to a customer. Allowance for credit losses The Company has exposure to credit losses for financial assets including customer accounts and other restricted cash, settlement receivables, accounts receivable, and financial guarantee contracts to the extent that a chargeback claim is made against the Company directly or to the Company’s merchants on card purchases. We utilize a combination of aging and probability of default methods to develop an estimate of credit losses, depending on the nature and risk profile of the underlying asset pool. A broad range of information is considered in the estimation process, including historical loss information adjusted for current conditions and expectations of future trends. The estimation process also includes consideration of qualitative and quantitative risk factors associated with the age of asset balances, expected timing and probability of default, loss given 64 default, exposure at default, merchant risk profiles, and relevant macro-economic factors. Determining the appropriate current expected credit loss allowance is an inherently uncertain process requiring significant judgment and ultimate losses may vary from the current estimates. More specifically, a significant change in the estimate of the probability of default or loss given default for financial guarantee contracts could result in a material change to the allowance. During the year ended December 31, 2025, the Company updated certain assumptions used in its estimate of probability of default for financial guarantee contracts. This change in accounting estimate was applied prospectively and did not have a material impact to the estimated credit loss expense for the year ended December 31, 2025. Income Taxes We are subject to income tax in most of the jurisdictions in which we operate. Management is required to exercise significant judgment in determining our provision for income taxes. The provision for income taxes is determined taking into account guidance related to uncertain tax positions. Judgment is required in assessing the timing and amounts of deductible and taxable items. Deferred tax assets are amounts available to reduce income taxes payable on taxable income in future years and are initially recognized at enacted tax rates. To the extent deferred tax assets are not expected to be realized, we record a valuation allowance. Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred assets will be realized. The ultimate realization of the deferred tax asset is dependent upon generation of future taxable income during the period in which those temporary differences become deductible. Evaluating the need for a valuation allowance for deferred tax assets requires judgment and analysis of all the positive and negative evidence available, including cumulative losses in recent years and projected future taxable income to determine whether all or some portion of the deferred tax assets will not be realized. During the year the Company concluded that the deferred tax assets on tax losses and restricted interest carryforwards in the U.K and tax losses in the U.S. were no longer realizable on a more likely than not basis. As a result, a valuation allowance has been recognized related to these deferred tax assets amounting to $37,577 in respect of the U.K. and $95,519 for the U.S. The Company continues to recognize a valuation allowance on restricted interest carryforwards in the U.S. In addition, during the year the Company executed a tax-planning strategy in Canada such that it expects sufficient sources of future taxable income against which deferred tax assets on tax losses can be recognized. As a result, during the year the Company released a valuation allowance of $12,565 that was previously recognized against these deferred tax assets Although we believe that we have adequately reserved for our uncertain tax positions, we can provide no assurance that the final tax outcome of these matters will not be materially different. We make adjustments to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences may affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and results of operations. Goodwill Goodwill is tested for impairment at least annually at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then quantitative assessment is performed to compare the reporting unit’s carrying value to its fair value. Alternatively, we are permitted to bypass the qualitative assessment and proceed directly to performing the quantitative assessment. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The fair value of the reporting unit is based on a weighted combination of an income approach and market approach, both involving several assumptions which require significant judgment. The market approach is based on guideline comparable companies and the key assumptions included selected Earnings Before Interest Tax Depreciation and Amortization ("EBITDA") multiples. The income approach is based on a discounted cash flow model and the key assumptions included the discount rate and future cash flows such as long term growth rates. Selected multiples are determined based on guideline comparable companies’ and discounted based on business-specific considerations. The cash flow forecast, including long term growth rates, considers past experience and future market expectations. Discount rate assumptions are based on determining a cost of debt and equity and an assessment as to whether there are risks not adjusted for in the future cash flows of the respective reporting unit. Due to a sustained decline in share price, an indicator of impairment was identified in both the Digital Wallets and Merchant Solutions reporting units as of the year ended December 31, 2025. Based on the analysis performed, no goodwill impairment expense was recognized. 65 The estimated fair value of each reporting unit exceeded its carrying value as of the latest goodwill impairment test. Both reporting units had a fair value not substantially in excess of its carrying value. Digital Wallets and Merchant Solutions had a goodwill balance of $1,441,303 and $635,044, respectively as of December 31, 2025. The percentage by which the fair value of the Digital Wallets and Merchant Solutions reporting units exceeded the carrying value is 5% and 9%, respectively, based on the most recent goodwill impairment analysis performed. Changes in assumptions or circumstances, including increases in the discount rate, sustained decline in our share price, decline in fair value of debt or reduced forecast revenue and earnings could result in a material impairment of goodwill in future periods. Finite-lived Intangible Assets We regularly review finite-lived intangible assets, such as brands, computer software and customer relationships, for impairment. If events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable and the expected undiscounted future cash flows attributable to the asset are less than the carrying amount of the asset group, an impairment loss equal to the excess of the asset groups carrying value over its fair value is recorded. Fair values are determined based on a discounted cash flow analysis. Assumptions and estimates about future values and remaining useful lives are complex and often subjective. They can be affected by a variety of factors, including industry and economic trends, and internal factors such as changes in our business strategy and our internal forecasts. Key assumptions often include revenue growth rate, EBITDA margin, attrition rates, royalty rates, estimated useful-lives and discount rates. These valuations are considered to be Level 3 in the fair value hierarchy due to the inputs often being unobservable. For the years ended December 31, 2025, 2024 and 2023, intangible asset impairments of $785, $823 and $1,254 were recognized within the Merchant Solutions and Digital Wallets segments. Reduced earnings, loss of key customer relationships, obsolescence or other factors may result in additional material impairments of intangible assets in future periods. Litigation provision Through the normal course of the Company’s business, the Company is subject to a number of litigation proceedings both brought against and brought by the Company. The Company maintains liabilities for losses from legal actions that are recorded when they are determined to be both probable in their occurrence and can be reasonably estimated. The Company vigorously defends its position on all open cases. While the Company considers a material outflow for any one individual case unlikely, it is noted that there is uncertainty over the final timing and amount of any potential settlements. These claims require management judgment in the assessment of the potential outcome and the impact on the Company’s assets and liabilities. The actual outcome of these claims or liabilities could materially differ to management judgments. Accounting Pronouncements Not Yet Adopted Recently issued accounting pronouncements that may be relevant to our operations but have not yet been adopted are outlined in Note 1, Basis of Presentation and Summary of Significant Accounting Policies, within Item 18, Financial Statements appearing elsewhere in this Report.