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.