Global Payments (NYSE: GPN) Closes Worldpay Acquisition and Issuer Solutions Divestiture
Rhea-AI Filing Summary
Global Payments Inc. completed a major portfolio reshaping, closing its acquisition of Worldpay Holdco, LLC and the divestiture of its Issuer Solutions business on January 9, 2026. Global Payments acquired Worldpay from GTCR and other holders using approximately $6.2 billion in cash and 43,268,041 newly issued Global Payments common shares, while selling its Issuer Solutions business to FIS for FIS’s interest in Worldpay and approximately $7.7 billion in cash. The transactions were based on enterprise valuations of $24.25 billion for Worldpay and $13.5 billion for Issuer Solutions, both subject to customary closing adjustments.
As a result, GTCR now owns about 15.45% of Global Payments’ outstanding common stock as of December 31, 2025 and is subject to a staged lock-up on the stock consideration, with portions released at 12, 15 and 18 months after closing. GTCR agreed to standstill and preemptive rights under a new shareholders agreement and received customary shelf, demand and piggyback registration rights for its shares.
Positive
- Strategic portfolio reshaping with large-scale transactions: Completed the acquisition of Worldpay at a stated $24.25 billion enterprise value and the divestiture of the Issuer Solutions business at $13.5 billion, refocusing the business mix.
- Significant cash component received: The sale of the Issuer Solutions business to FIS brought in approximately $7.7 billion in cash, while the Worldpay acquisition used approximately $6.2 billion in cash, resulting in substantial gross inflows and outflows that can reposition the balance sheet.
Negative
- Material equity dilution from stock consideration: Issued 43,268,041 new common shares as part of the Worldpay purchase, increasing share count and introducing dilution for existing shareholders.
- Concentrated ownership and rights for a single investor: GTCR now holds about 15.45% of outstanding common stock and has preemptive, information and registration rights, which may increase the influence of one shareholder relative to others.
Insights
Global Payments closes a large stock-and-cash Worldpay deal and issues a significant new equity stake to GTCR.
Global Payments has finalized a complex transaction: buying Worldpay at a stated $24.25B enterprise value and selling its Issuer Solutions business at a $13.5B enterprise value. Consideration for Worldpay includes $6.2B in cash plus 43,268,041 new common shares, while Issuer Solutions is exchanged for FIS’s Worldpay interest and $7.7B in cash. This reshapes the business mix toward merchant acquiring and related services and changes the balance sheet through both large cash flows and equity issuance.
The issuance of more than 43 million new shares makes GTCR a major shareholder with about 15.45% of outstanding stock as of December 31, 2025. A shareholders agreement adds governance structure: GTCR faces a lock-up with tranches released at 12, 15 and 18 months after closing, a standstill limiting additional purchases while it holds over 5%, and preemptive rights in certain new issues. This combination gives GTCR meaningful influence but also constrains rapid ownership changes.
A registration rights agreement grants GTCR shelf, demand and piggyback registration capabilities, which could facilitate future secondary sales of the stock consideration. Any actual market impact will depend on how GTCR uses these rights, the timing of lock-up expirations, and future disclosures, including the already filed financial statements and pro forma information referenced as exhibits.
8-K Event Classification
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What major transaction did Global Payments (GPN) complete in January 2026?
On January 9, 2026, Global Payments completed the acquisition of Worldpay Holdco, LLC and simultaneously divested its Issuer Solutions business to FIS. These combined transactions significantly reshape its business portfolio.
How did Global Payments (GPN) pay for the Worldpay acquisition?
Global Payments acquired Worldpay using 43,268,041 newly issued Global Payments common shares and approximately $6.2 billion in cash, based on a $24.25 billion enterprise valuation for Worldpay, subject to customary adjustments.
What did Global Payments receive for selling its Issuer Solutions business to FIS?
Global Payments transferred its Issuer Solutions business to FIS in exchange for FIS’s interest in Worldpay and approximately $7.7 billion in cash, based on a $13.5 billion enterprise valuation for Issuer Solutions, subject to customary adjustments.
How large is GTCR’s ownership stake in Global Payments (GPN) after the deal?
As a result of the transactions, GTCR holds approximately 15.45% of the outstanding shares of Global Payments common stock, based on shares outstanding as of December 31, 2025.
What standstill and preemptive rights does GTCR have with Global Payments (GPN)?
GTCR agreed not to acquire additional Global Payments voting securities (or related instruments) while it owns more than 5% of voting securities, subject to exceptions. It also has preemptive rights to buy up to its pro rata share of certain future issuances to specified shareholders.
What registration rights did Global Payments grant to GTCR?
In a registration rights agreement, Global Payments granted GTCR shelf, demand and customary piggyback registration rights for the stock consideration, along with customary indemnification provisions.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): January 12, 2026 (
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(Exact name of registrant as specified in charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Introductory Note
On January 9, 2026, Global Payments Inc., a Georgia corporation (“Global Payments”), completed its previously announced acquisition of Worldpay Holdco, LLC, a Delaware limited liability company (“Worldpay”), from Fidelity National Information Services, Inc., a Georgia corporation (“FIS”) and certain affiliates of GTCR LLC (collectively, “GTCR”) and members of Worldpay management (the “Worldpay Acquisition”) and divestiture of Global Payments’ Issuer Solutions business (the “Issuer Solutions Business”) to FIS (such divestiture, together with the Worldpay Acquisition, the “Transactions”), pursuant to (i) the transaction agreement (the “GTCR Transaction Agreement”) by and among Global Payments, Worldpay, GTCR and certain other parties thereto and (ii) the transaction agreement (the “FIS Transaction Agreement” and, together with the GTCR Transaction Agreement, the “Transaction Agreements”), by and among Global Payments, Total System Services LLC, a Delaware limited liability company, FIS and Worldpay.
Upon the terms and subject to the conditions set forth in the GTCR Transaction Agreement, Global Payments acquired all of the interests in Worldpay not held by FIS from GTCR and other Worldpay equityholders in exchange for 43,268,041 newly issued shares of Global Payments common stock, no par value (“Global Payments Common Stock,” and such newly issued shares, the “Stock Consideration”) and approximately $6.2 billion in cash. Concurrently, upon the terms and subject to the conditions set forth in the FIS Transaction Agreement, Global Payments sold its Issuer Solutions Business to FIS in exchange for FIS’s interest in Worldpay and approximately $7.7 billion in cash, which is the difference between the purchase price payable by FIS in respect of the Issuer Solutions Business and the purchase price payable by Global Payments in respect of FIS’s interest in Worldpay. The cash payment amount is subject to customary post-closing adjustments in respect of the respective purchase price for each of Worldpay and the Issuer Solutions Business. The purchase price paid by Global Payments in respect of Worldpay was based on a $24.25 billion enterprise valuation of Worldpay, and the purchase price paid by FIS in respect of the Issuer Solutions Business was based on a $13.5 billion enterprise valuation of the Issuer Solutions Business, in each case, subject to customary adjustments for the cash, debt and working capital (relative to a target) of Worldpay and the Issuer Solutions Business, respectively, as of the closing of the Transactions (the “Closing”).
The foregoing description of the Transaction Agreements does not purport to be complete and is qualified in its entirety by the full text of the Transaction Agreements, copies of which were filed as Exhibits 2.1 and 2.2 to the Current Report on Form 8-K filed by Global Payments on April 21, 2025, and are incorporated by reference herein.
| Item 1.01. | Entry into a Material Definitive Agreement. |
Shareholders Agreement
As a result of the Transactions, GTCR now holds approximately 15.45% of the outstanding shares of Global Payments Common Stock based upon the outstanding shares of Global Payments Common Stock as of December 31, 2025. At the Closing, Global Payments and GTCR entered into a shareholders agreement (the “Shareholders Agreement”). Under the Shareholders Agreement, GTCR is subject to a lock-up (subject to certain exceptions) with respect to the transfer of the Stock Consideration, with 35% of the Stock Consideration released from the lock-up 12 months after the Closing, an additional 15% of the Stock Consideration released from the lock-up 15 months after the Closing, and the remaining Stock Consideration released from the lock-up 18 months after the Closing.
In addition, GTCR has agreed to certain standstill obligations, including that for so long as GTCR beneficially owns more than 5% of the voting securities of Global Payments, GTCR may not acquire any additional voting securities (or securities that are convertible, exchangeable or exercisable for or into voting securities) of Global Payments, subject to certain exceptions. The Shareholders Agreement also provides GTCR with customary information rights.
The Shareholders Agreement further includes certain preemptive rights in favor of GTCR and its affiliates, providing that in the event that Global Payments proposes to issue any voting securities (or securities that are convertible, exchangeable or exercisable for or into voting securities) to certain specified shareholders, GTCR affiliates will have the right to purchase up to their pro rata share of such securities. These preemptive rights are subject to customary exceptions.
The foregoing description of the Shareholders Agreement does not purport to be complete and is qualified in its entirety by the full text of the Shareholders Agreement, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Registration Rights Agreement
At the Closing, Global Payments and GTCR entered into a registration rights agreement (the “Registration Rights Agreement”). The Registration Rights Agreement provides GTCR with certain registration rights, including shelf, demand and customary piggyback registration rights, relating to the Stock Consideration and contains customary indemnification obligations.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference herein.
| Item 3.02. | Unregistered Sale of Equity Securities. |
The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference herein. On January 9, 2026, Global Payments issued the Stock Consideration to GTCR in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
| Item 7.01. | Regulation FD Disclosure. |
On January 12, 2026, Global Payments issued a press release announcing the closing of the Transactions. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of Global Payments’ filings under the Securities Act, except as expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
The financial statements that are required to be filed pursuant to this item were previously filed by Global Payments as Exhibits 99.1, 99.2 and 99.3 to Global Payments’ Current Report on Form 8-K filed on November 5, 2025.
(b) Pro Forma Financial Information.
The pro forma financial information that is required to be filed pursuant to this item was previously filed by Global Payments as Exhibit 99.4 to Global Payments’ Current Report on Form 8-K filed on November 5, 2025.
(d) Exhibits.
|
Exhibit |
Description |
| 2.1* | Transaction Agreement, dated as of April 17, 2025, by and among Global Payments Inc., Total System Services LLC, Fidelity National Information Services, Inc. and Worldpay Holdco, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Global Payments on April 21, 2025). |
| 2.2* | Transaction Agreement, dated as of April 17, 2025, by and among Global Payments Inc., Genesis Merger Sub I, Inc., Genesis Merger Sub II, Inc., Genesis Merger Sub III, Inc., Genesis Merger Sub IV LLC, Genesis Washington Merger Sub LLC, GTCR W Aggregator LP, Worldpay Holdco, LLC, GTCR W Management Blocker Inc., GTCR W Management Blocker II Inc., GTCR W Blocker Corp. and the other parties thereto (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Global Payments on April 21, 2025). |
| 4.1* | Shareholders Agreement, by and among Global Payments Inc., GTCR LLC and GTCR W Aggregator LP. |
| 4.2* | Registration Rights Agreement, by and between Global Payments Inc. and GTCR W Aggregator LP. |
| 99.1 | Press Release, dated January 12, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Schedules and similar attachments have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or similar attachment will be furnished to the Securities and Exchange Commission upon request.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GLOBAL PAYMENTS INC. | ||
| Date: January 12, 2026 | By: | /s/ Dara Steele-Belkin |
| Dara Steele-Belkin | ||
| Chief Legal Officer | ||