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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