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