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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 5, 2026
Commission file number 001-16111
Global Payments Inc.
(Exact name of registrant as specified in charter)
| Georgia |
58-2567903 |
(State or other jurisdiction
of incorporation) |
(I.R.S. Employer
Identification No.) |
|
3550 Lenox Road, Atlanta, Georgia |
30326 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (770) 829-8000
None
(Former name, former address and former fiscal
year, if changed since last report)
Securities registered
pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol |
|
Name of exchange on which registered |
| Common stock, no par value |
|
GPN |
|
New York Stock Exchange |
| 4.875% Senior Notes due 2031 |
|
GPN31A |
|
New York Stock Exchange |
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) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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).
Emerging
growth company ¨
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. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On March 5, 2026, Global Payments Inc., a Georgia corporation (the
“Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc., BofA
Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule I thereto (collectively,
the “Underwriters”), pursuant to which the Company agreed to issue and sell, and the Underwriters agreed to purchase, subject
to the terms and conditions set forth therein, $500,000,000 aggregate principal amount of the Company’s 4.550% Senior Notes due
2028 (the “2028 Notes”) and $500,000,000 aggregate principal amount of the Company’s 5.400% Senior Notes due 2033 (the
“2033 Notes” and, together with the 2028 Notes, the “Notes”), in a public offering (the “Offering”).
The Offering is expected to close on March 12, 2026, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains customary representations, warranties
and agreements of the Company, indemnification rights and obligations of the parties and termination provisions. The description of the
Underwriting Agreement set forth above is qualified by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report
on Form 8-K and incorporated herein by reference.
The Notes are registered under the Securities Act of 1933, as amended
(the “Securities Act”), pursuant to a Registration Statement on Form S-3 (Registration No. 333-291270) (as the same may be
amended or supplemented, the “Registration Statement”), that the Company filed with the Securities and Exchange Commission
on November 5, 2025. The material terms of the Notes are described in the Company’s final prospectus supplement pursuant to Rule
424(b)(5) of the Securities Act, which relates to the offer and sale of the Notes and supplements the Company’s prospectus contained
in the Registration Statement. The Company is also filing the Underwriting Agreement as part of this Current Report on Form 8-K for purposes
of the Registration Statement.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
The exhibits to this Current Report on Form 8-K are as follows:
INDEX TO EXHIBITS
|
Exhibit
Number |
|
Description |
|
1.1
|
|
Underwriting Agreement dated, March 5, 2026, among Global Payments Inc. and Barclays Capital Inc., BofA Securities, Inc. and J.P. Morgan Securities LLC as representatives of the several underwriters named in Schedule I thereto. |
| 104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
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: March 11, 2026 |
By: |
/s/ Dara Steele-Belkin |
| |
|
Dara Steele-Belkin |
| |
|
General Counsel and Corporate Secretary |
| |
|
|