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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

(Commission File No. 001-40302)

PAYSAFE LIMITED

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of registrant’s name into English)

Paysafe Limited

2 Gresham Street

London, United Kingdom EC2V 7AD

(Address of Principal Executive Offices) (Zip Code)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.


Form 20-F ☒	Form 40-F ☐

Information Contained in this Form 6-K Report

OnFinancial August 12, 2025, Paysafe Limited issued a press release announcing its financial condition and results of operations for the quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 6-K.Statements

~~The~~This ~~information contained in this~~ report ~~and~~contains ~~the~~Paysafe ~~exhibit~~Limited’s ~~hereto shall not be deemed to be~~ (“~~filed” for purposes of Section 18 of~~ the ~~Securities Exchange Act of 1934, as amended (the “Exchange Act~~Company”), orUnaudited ~~otherwise~~Condensed ~~subject~~Consolidated toFinancial ~~the~~Statements ~~liabilities~~as of ~~that~~June ~~section~~30, ~~and~~2025, ~~shall~~including ~~not~~Management’s beDiscussion ~~deemed~~and ~~incorporated~~Analysis byof ~~reference~~Financial ~~into~~Condition ~~any~~and ~~filings~~Results ~~made by Paysafe Limited under the Securities Act~~ of ~~1933,~~Operations asfor ~~amended, or~~ the ~~Exchange~~period ~~Act,~~presented ~~except as may be expressly set forth by specific reference in such filing~~therein.

~~Financial~~Incorporation ~~Statements~~by ~~and Exhibits~~Reference

This Report shall be deemed to be incorporated by reference into the registration statement of the Company on Form S-8 (File No. 333-270582) and Form F-3 (File No. 333-263910) and to be a part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibits

Exhibit		Description
99.1		Press Release, dated August 12, 2025
101.INS		Inline XBRL Instance Document*
101.SCH		Inline XBRL Taxonomy Extension Schema Document*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)*

1*Filed herewith

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, ~~thereto~~hereunto duly authorized.

Date: August 12, 2025	PAYSAFE LIMITED
	By:	/s/ John Crawford
	Name:	John Crawford
	Title:	Chief Financial Officer


	Paysa
	PAYSAFE LIMITED


	By:	/s/ John Crawford
	Name:	John Crawford
	Title:	Chief Financial Officer

2Date: August 14, 2025

TABLE OF CONTENTS


1.	Condensed Consolidated Interim Financial Statements (Unaudited) – June 30, 2025	F-1

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1

INDEX TO FINANCIAL STATEMENTS


Paysafe Limited Condensed Consolidated Financial Statements (Unaudited)	Page No.
Condensed Consolidated Statement of Comprehensive Loss	F-2
Condensed Consolidated Statement of Financial Position	F-3
Condensed Consolidated Statement of Shareholders’ Equity	F-4
Condensed Consolidated Statement of Cash Flows	F-5
Notes to the Condensed Consolidated Financial Statements	F-7

F-1

Paysafe Limited

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

(Unaudited)


	For the three months ended June 30,						For the six months ended June 30,
	2025			2024			2025			2024
Revenue	$	428,218		$	439,924		$	829,218		$	857,662
Cost of services (excluding depreciation and amortization)		190,180			183,825			364,361			354,198
Selling, general and administrative		143,816			150,059			283,606			294,867
Depreciation and amortization		67,582			68,630			135,851			136,940
Impairment expense on goodwill and other assets		13			23			1,295			676
Restructuring and other costs		5,897			728			13,682			1,180
Loss / (gain) on disposal of subsidiaries and other assets, net		176			144			(450	)		321
Operating income		20,554			36,515			30,873			69,480
Other (expense) / income, net		(6,714	)		4,397			(5,891	)		16,752
Interest expense, net		(34,549	)		(37,135	)		(68,222	)		(72,100	)
(Loss) / income before taxes		(20,709	)		3,777			(43,240	)		14,132
Income tax expense		29,423			5,207			26,364			12,506
Net (loss) / income	$	(50,132	)	$	(1,430	)	$	(69,604	)	$	1,626

Net (loss) / income per share – basic	$	(0.85	)	$	(0.02	)	$	(1.17	)	$	0.03
Net (loss) / income per share – diluted	$	(0.85	)	$	(0.02	)	$	(1.17	)	$	0.03

Net (loss) / income	$	(50,132	)	$	(1,430	)	$	(69,604	)	$	1,626
Other comprehensive income, net of tax of $0:
Gain / (loss) on foreign currency translation		14,655			(6,055	)		18,731			(13,667	)
Total comprehensive loss	$	(35,477	)	$	(7,485	)	$	(50,873	)	$	(12,041	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-2

Paysafe Limited

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(Unaudited)


	June 30, 2025			December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	266,082		$	216,683
Customer accounts and other restricted cash		1,012,533			1,081,896
Accounts receivable, net of allowance for credit losses of $4,078 and $7,994, respectively		158,478			158,197
Settlement receivables, net of allowance for credit losses of $4,920 and $4,082, respectively		162,853			138,565
Prepaid expenses and other current assets		101,036			81,298
Derivative financial assets – current		2,467			—
Contingent consideration receivable – current		826			—
Total current assets		1,704,275			1,676,639
Deferred tax assets		91,304			91,304
Property, plant and equipment, net		28,177			24,297
Operating lease right-of-use assets		41,194			40,620
Derivative financial assets – non-current		—			5,502
Intangible assets, net		949,651			981,315
Goodwill		2,074,455			1,976,851
Contingent consideration receivable – non-current		3,312			—
Other assets – non-current		14,535			12,806
Total assets	$	4,906,903		$	4,809,334

Liabilities and equity
Current liabilities
Accounts payable and other liabilities	$	197,182		$	176,940
Short-term debt		10,190			10,190
Funds payable and amounts due to customers		1,191,609			1,235,104
Operating lease liabilities – current		9,023			7,653
Income taxes payable		2,353			5,495
Warrant liabilities – current		889			—
Contingent consideration payable – current		1,945			8,070
Liability for share-based compensation – current		4,676			2,126
Total current liabilities		1,417,867			1,445,578
Non-current debt		2,540,748			2,353,358
Operating lease liabilities – non-current		35,444			35,573
Deferred tax liabilities		102,548			91,570
Warrant liabilities – non-current		—			1,401
Derivative financial liabilities – non-current		1,133			—
Liability for share-based compensation – non-current		1,573			2,268
Contingent consideration payable – non-current		672			325
Total liabilities		4,099,985			3,930,073
Commitments and contingent liabilities
Shareholders' equity
Common shares - $0.012 par value; 1,600,000,000 shares authorized; 63,527,152 shares issued and 58,846,732 outstanding as of June 30, 2025 and 62,511,104 shares issued and 59,888,304 outstanding as of December 31, 2024		762			750
Additional paid in capital		3,206,887			3,199,119
Accumulated deficit		(2,307,138	)		(2,237,534	)
Treasury shares - at cost; 4,680,420 shares as of June 30, 2025 and 2,622,800 shares as of December 31, 2024		(71,836	)		(42,586	)
Accumulated other comprehensive loss		(21,757	)		(40,488	)
Total shareholders' equity		806,918			879,261
Total liabilities and shareholders' equity	$	4,906,903		$	4,809,334

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

Paysafe Limited

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(Unaudited)

(U.S. dollars in thousands)


	Common shares		Additional paid in capital			Accumulated deficit			Treasury shares			Accumulated other comprehensive loss			Total Shareholders' equity
December 31, 2024	$	750	$	3,199,119		$	(2,237,534	)	$	(42,586	)	$	(40,488	)	$	879,261
Net loss		-		-			(19,472	)		-			-			(19,472	)
Gain on foreign currency translation, net of tax of $0		-		-			-			-			4,076			4,076
Restricted stock units issued (Note 11)		1		(1	)		-			-			-			-
Share-based compensation		-		7,624			-			-			-			7,624
Common shares repurchased (Note 12)		-		-			-			(9,998	)		-			(9,998	)
Common shares reissued (Note 12)				49					345							394
March 31, 2025	$	751	$	3,206,791		$	(2,257,006	)	$	(52,239	)	$	(36,412	)	$	861,885
Net loss		-		-			(50,132	)		-			-			(50,132	)
Gain on foreign currency translation, net of tax of $0		-		-			-			-			14,655			14,655
Restricted stock units issued (Note 11)		11		(11	)		-			-			-			-
Share-based compensation		-		140			-			-			-			140
Common shares repurchased (Note 12)		-		-			-			(20,000	)		-			(20,000	)
Common shares reissued (Note 12)		-		(33	)		-			403			-			370
June 30, 2025	$	762	$	3,206,887		$	(2,307,138	)	$	(71,836	)	$	(21,757	)	$	806,918


	Common shares		Additional paid in capital			Accumulated deficit			Treasury shares			Accumulated other comprehensive loss			Total Shareholders' equity
December 31, 2023	$	741	$	3,166,012		$	(2,259,694	)	$	—		$	(23,746	)	$	883,313
Net income		-		-			3,056			-			-			3,056
Loss on foreign currency translation, net of tax of $0		-		-			-			-			(7,612	)		(7,612	)
Restricted stock units issued (Note 11)		1		(1	)		-			-			-			-
Share-based compensation		-		9,149			-			-			-			9,149
Common shares repurchased (Note 12)										(14,000	)					(14,000	)
March 31, 2024	$	742	$	3,175,160		$	(2,256,638	)	$	(14,000	)	$	(31,358	)	$	873,906
Net loss		-		-			(1,430	)		-			-			(1,430	)
Loss on foreign currency translation, net of tax of $0		-		-			-			-			(6,055	)		(6,055	)
Restricted stock units issued (Note 11)		7		(7	)		-			-			-			-
Share-based compensation		-		5,589			-			-			-			5,589
Common shares repurchased (Note 12)		-		-			-			(11,000	)		-			(11,000	)
Capital contribution (Note 11)		-		1,843			-			-			-			1,843
June 30, 2024	$	749	$	3,182,585		$	(2,258,068	)	$	(25,000	)	$	(37,413	)	$	862,853

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-4

Paysafe Limited

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

(U.S. dollars in thousands)


	Six months ended June 30,
	2025			2024
Cash flows from operating activities
Net (loss) / income	$	(69,604	)	$	1,626
Adjustments for non-cash items:
Depreciation and amortization		136,753			137,461
Unrealized foreign exchange gain		(9,146	)		(3,872	)
Deferred tax expense / (benefit)		8,294			(6,191	)
Interest expense, net		10,160			(4,962	)
Share-based compensation		18,916			22,325
Other expense / (income), net		488			(9,542	)
Impairment expense on goodwill and other assets		1,295			676
Allowance for credit losses and other		17,333			19,205
(Gain) / loss on disposal of subsidiary and other assets, net		(450	)		321
Non-cash lease expense		4,601			4,335
Movements in working capital:
Accounts receivable, net		(13,951	)		(31,131	)
Prepaid expenses and other current assets		(11,534	)		(3,646	)
Accounts payable and other liabilities		(1,073	)		(10,909	)
Income tax payable / receivable		(17	)		(2,721	)
Net cash flows provided by operating activities		92,065			112,975
Cash flows in investing activities
Purchase of property, plant & equipment		(7,144	)		(8,227	)
Purchase of merchant portfolios		(8,514	)		—
Other intangible asset expenditures		(46,980	)		(46,666	)
Disposal of subsidiary		1,948			—
Cash inflow from merchant reserves		2,920			6,510
Cash outflow from merchant reserves		(7,163	)		—
Receipts under derivative financial instruments		2,511			4,949
Other investing activities		163			1,626
Net cash flows used in investing activities		(62,259	)		(41,808	)
Cash flows from financing activities
Repurchases of shares withheld for taxes		(9,614	)		(5,320	)
Proceeds from employee share purchase plan		648			—
Purchase of treasury shares		(29,998	)		(25,000	)
Settlement funds - merchants and customers, net		(159,254	)		(195,156	)
Repurchases of borrowings		—			(67,928	)
Proceeds from loans and borrowings		61,323			129,291
Repayments of loans and borrowings		(30,387	)		(73,412	)
Proceeds under line of credit		426,000			450,000
Repayments under line of credit		(418,000	)		(450,000	)
Contingent consideration paid		(7,319	)		(8,597	)
Other financing activities		300			—
Net cash flows used in financing activities		(166,301	)		(246,122	)
Effect of foreign exchange rate changes		116,531			(31,663	)
Decrease in cash and cash equivalents, including customer accounts and other restricted cash during the period	$	(19,964	)	$	(206,618	)
Cash and cash equivalents, including customer accounts and other restricted cash at beginning of the period		1,298,579			1,498,269
Cash and cash equivalents at end of the period, including customer accounts and other restricted cash	$	1,278,615		$	1,291,651


	Six months ended June 30,
	2025		2024
Supplemental cash flow disclosures:
Cash paid for interest	$	58,062	$	77,062
Cash paid for income taxes, net	$	18,087	$	21,418

F-5

The table below reconciles cash, cash equivalents, customer accounts and other restricted cash as reported in the unaudited condensed consolidated statement of financial position to the total of the same amounts shown in the unaudited condensed consolidated statement of cash flows:


	Six months ended June 30,
	2025		2024
Cash and cash equivalents	$	266,082	$	222,382
Customer accounts and other restricted cash		1,012,533		1,069,269
Total cash and cash equivalents, including customer accounts and other restricted cash	$	1,278,615	$	1,291,651

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-6

Paysafe Limited
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of presentation and summary of significant accounting policies

Description of the Business

In these unaudited condensed consolidated financial statements and related notes, Paysafe Limited, and its consolidated subsidiaries are referred to collectively as “Paysafe,” “we,” “us,” and “the Company” unless the context requires otherwise. Paysafe is a leading global provider of end-to-end payment solutions. Our core purpose is to enable businesses and consumers to connect and transact seamlessly through our payment platforms.

Paysafe Limited was incorporated as an exempted limited company under the laws of Bermuda on November 23, 2020 for purposes of effectuating the merger (the “Transaction”) with Foley Trasimene Acquisition Corp. II (“FTAC”), a special purpose acquisition company that completed its Initial Public Offering (“IPO”) in August 2020, and Pi Jersey 1.5 Limited (“Legacy Paysafe”).

In connection with the Transaction, which was consummated on March 31, 2021, the Company’s common shares and warrants were listed on the New York Stock Exchange under the symbols PSFE and PSFE.WS, respectively. Subsequent to the Transaction, Pi Jersey Topco Limited (“Topco”), funds advised by affiliates of CVC Capital Partners (such funds collectively, “CVC”) and The Blackstone Group Inc. (“Blackstone”) continue to retain ownership in the Company.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements for the three and six months ended June 30, 2025 and the comparative financial information for the three and six months ended June 30, 2024 and for the year ended December 31, 2024 include the accounts of the Company, and its subsidiaries, based upon information of Paysafe Limited.

All intercompany transactions have been eliminated in consolidation. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the fair statement of the Company’s financial position, results of operations and cash flows have been included.

These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2024 on Form 20-F filed on March 4, 2025.

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reported period. Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 or any other interim period.

On February 28, 2025, the Company finalized a definitive agreement to sell substantially all of the assets related to its direct marketing payment processing business line, previously part of the Merchant Solutions segment (See Note 10). The income associated with this business prior to disposal is included in income from continuing operations as the sale of the business did not qualify as discontinued operations.

Disaggregation of Revenue

The Company provides payment solutions through two primary lines of business: Merchant Solutions and Digital Wallets. For each primary source of revenue within these business lines, the Company’s main performance obligation is to stand ready to provide payment services to merchants and consumers. Due to the concentration of economic factors, products and services in each of the business lines, the Company has presented disaggregated revenue at the segment level (See Note 16).

We do not have any material contract balances associated with our contracts with customers as of June 30, 2025 and December 31, 2024. The Company has elected to exclude disclosing any contracts with an original duration of one year or less and any variable consideration that meets specified criteria. The Company’s most significant performance obligations consist of variable consideration under a stand-ready series of distinct days of service, which typically represent all or almost all of the total transaction price for the related contract. The variable consideration that will be allocated to future days of service is not required to be disclosed as these days

F-7

of services are wholly unsatisfied at the Company’s reporting date. The aggregate fixed consideration portion of customer contracts with an initial contract duration greater than one year is not material.

Significant accounting policies

In December 2023, the FASB issued ASU 2023-08, Intangibles – Goodwill and Other – Crypto assets. This update provides guidance on the accounting for and disclosure of crypto assets by requiring that crypto assets that meet criteria defined by the ASU to 1) be measured at fair value separately from other intangible assets in the statement of financial position, 2) to present remeasurement separately from other changes in other intangible assets in the statement of comprehensive income, and 3) to enhance disclosure requirements related to the crypto assets, including providing roll-forward information of crypto asset holdings. This update is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2023-08 on January 1, 2025 which did not have a material impact on the Company’s consolidated financial statements.

There have been no material changes in our significant accounting policies during the six months ended June 30, 2025. A detailed discussion of our significant accounting policies is included within the audited consolidated financial statements for the year ended December 31, 2024 on Form 20-F filed on March 4, 2025.

Accounting Pronouncements not yet Adopted

Income Taxes

In December 2023, the FASB issued ASU 2023-09, which amends Income taxes (Topic 270). This update enhances annual income tax disclosure requirements, primarily by requiring public business entities to provide disclosures regarding the statutory tax rate and effective tax rate in tabular format with specific categories identified, and to provide additional disclosures for reconciling items that meet quantitative thresholds. This update is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company expects to adopt this guidance in our December 31, 2025 annual financial statements and this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which is intended to improve the disclosures about a public business entity's expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. This update requires public business entities to expand disclosures about specific expense categories in the notes to the financial statements, including inventory, employee compensation, depreciation, and intangible asset amortization, among others. This update is effective for annual periods beginning after December 15, 2026 and for interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact of the adoption of this update on the consolidated financial statements.

Financial Instruments - Credit Losses

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Estimated Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This update allows entities to elect a practical expedient when developing reasonable and supportable forecasts as part of estimating expected credit losses that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. This update is effective for annual periods beginning after December 15, 2025, and for interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is evaluating the impact of the adoption of this update on the consolidated financial statements.

The following table sets forth the computation of the Company’s basic and diluted net (loss) / income per share attributable to the Company.

The Company uses the treasury stock method of calculating diluted net (loss) / income per share. For the three and six months ended June 30, 2025, and for the three months ended June 30, 2024, we excluded all potentially dilutive restricted stock units, stock options and warrants in calculating diluted net loss per share as the effect was antidilutive (See Note 11 and 13). For the six months ended June

F-8

30, 2024 we excluded all potentially dilutive stock options and warrants in calculating diluted net income per share as the effect was antidilutive.


	For the three months ended June 30,						For the six months ended June 30,
	2025			2024			2025			2024
Numerator
Net (loss) / income - basic	$	(50,132	)	$	(1,430	)	$	(69,604	)	$	1,626
Net (loss) / income - diluted	$	(50,132	)	$	(1,430	)	$	(69,604	)	$	1,626

Denominator
Weighted average shares – basic		59,294,514			60,696,289			59,562,894			61,162,889
Weighted average shares – diluted (1)		59,294,514			60,696,289			59,562,894			61,671,131

Net (loss) / income per share
Basic	$	(0.85	)	$	(0.02	)	$	(1.17	)	$	0.03
Diluted	$	(0.85	)	$	(0.02	)	$	(1.17	)	$	0.03

(1)

The denominator used in the calculation of diluted net income per share for the six months ended June 30 2024, includes an additional 508,242 shares representing the dilutive effect of restricted stock units.

3. Taxation

For the six months ended June 30, 2025, we have utilized the discrete effective tax method as allowed under ASC 740, Income Taxes, to calculate the interim tax provision. The discrete method treats the year to date period as if it was the annual period and determines the income tax expense or benefit on that basis. For the six months ended June 30, 2024, we accounted for income taxes by applying an estimated annual effective tax rate to year to date pre-tax book income, with the effects of any discrete income tax items recognized in the period in which it occurred. We believe that the use of the discrete method is more appropriate than the annual effective tax rate method as small changes in estimated pre-tax book income or loss would result in significant changes in the estimated annual effective tax rate.

Our effective tax rate for the three months ended June 30, 2025 and 2024 was (142.1%) and 137.9%, respectively. The difference between our effective tax rate and the U.K. statutory rate of 25% for the three months ended June 30, 2025 was primarily the result of recognition of valuation allowance related to our recoverability of deferred tax assets on tax losses and restricted interest carryforwards in the U.K., as well as changes to our valuation allowance related to our recoverability of deferred tax assets on restricted interest carryforwards in the U.S. The difference between our effective tax rate and the U.K. statutory rate of 25% for the three months ended June 30, 2024 was primarily the result of changes to our valuation allowance related to our recoverability of deferred tax assets on restricted interest carryforwards in the United States and items identified as discrete during the year.

Our effective tax rate for the six months ended June 30, 2025 and 2024 was (61%) and 88.5%, respectively. The difference between our effective tax rate and the U.K. statutory rate of 25% for the six months ended June 30, 2025 was primarily the result of recognition of valuation allowance related to our recoverability of deferred tax assets on tax losses and restricted interest carryforwards in the U.K., as well as changes to our valuation allowance related to our recoverability of deferred tax assets on restricted interest carryforwards in the U.S. The difference between our effective tax rate and the U.K. statutory rate for the six months ended June 30, 2024 was primarily the result of our valuation allowance on restricted interest carryforwards and items identified as discrete during the year.

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 difference 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. As of June 30, 2025, the Company believes the deferred tax assets on tax losses and restricted interest carryforwards in the U.K were not realizable on a more likely than not basis. As a result, a valuation allowance of $30,588 was recognized related to these deferred tax assets for the three and six months ended June 30, 2025.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA"). The OBBBA makes permanent key 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. Once the OBBBA takes effect, the Company’s sources of future taxable income against which it can recognize deferred tax assets will be reduced. The Company is still evaluating the impact of OBBBA, but

F-9

expects it will result in a full valuation allowance against the US deferred tax assets in the third quarter of 2025, the quarter in which this law was enacted. As of June 30, 2025, the balance of the US deferred tax assets was $75,281.

4. Goodwill

Changes in the carrying amount of goodwill are as follows:


	Merchant Solutions(1)			Digital Wallets (2)		Total
Balance as of December 31, 2024	$	637,446		$	1,339,405	$	1,976,851
Foreign exchange		—			100,006		100,006
Reduction during the period (3)		(2,402	)		—		(2,402	)
Balance as of June 30, 2025	$	635,044		$	1,439,411	$	2,074,455

(1)

Accumulated impairment loss was $1,159,145 as of June 30, 2025 and December 31, 2024 within the Merchant Solutions segment.

(2)

Accumulated impairment loss was $723,042 as of June 30, 2025 and December 31, 2024 within the Digital Wallets segment.

(3)

Reductions to goodwill within the Merchant Solutions segment relate to the sale of the direct marketing payment processing business line (See Note 10). Goodwill was allocated using a fair value allocation methodology which considered an income and market approach (a Level 3 measurement) as well as the fair value consideration of the disposed business (a Level 2 measurement).

The Company performs its annual goodwill impairment test for all reporting units as of October 1st, or when events and circumstances have occurred that would indicate the carrying amount of goodwill exceeds its fair value. The Company’s most recent annual impairment assessment of its reporting units as of October 1, 2024 determined that its goodwill was not impaired. For the six months ended June 30, 2025, no events and circumstances were identified that would indicate the carrying amount of either reporting unit exceeded its fair value. However, it is reasonably possible that a decline in market capitalization could materially impact the estimates in the goodwill impairment assessment. In addition, deterioration in financial performance of either reporting unit, or significant changes in key assumptions used in the annual impairment assessment, such as the discount rate, could result in an impairment charge in the future.

5. Intangible assets

The Company’s intangible assets consisted of the following:


	June 30, 2025		December 31, 2024
Brands	$	175,353	$	162,575
Software development costs		1,042,528		935,888
Customer relationships		1,588,424		1,524,623
Computer software		44,955		39,220
Gross carrying value	$	2,851,260	$	2,662,306

Brands		130,751		113,474
Software development costs		765,970		664,536
Customer relationships		967,212		873,840
Computer software		37,676		29,141
Accumulated amortization	$	1,901,609	$	1,680,991
Intangible assets, net	$	949,651	$	981,315

Amortization expense on intangible assets for the three months ended June 30, 2025 and 2024, was $65,796 and $66,786, respectively. Amortization expense on intangible assets for the six months ended June 30, 2025 and 2024 was $132,052 and $133,165, respectively. The increase in gross intangible assets during the six months ended June 30, 2025, relates mainly to the impact of favorable exchange rates on customer relationships and software development costs, as well as capitalized development costs.

The Company performs an impairment analysis on intangible assets with finite lives when events and circumstances have occurred that would indicate the carrying amount of intangible assets may not be recoverable. No such events and circumstances were identified during the three and six months ended June 30, 2025 and 2024. For the three months ended June 30, 2025 and 2024, impairment expenses of $13 and $23, respectively, were recognized related to software development costs which had no future economic benefit. For the six

F-10

months ended June 30, 2025 and 2024 impairment expenses of $657 and $676, respectively, were recognized related to software development costs which had no future economic benefit.

6. Allowance for credit losses

The Company has exposure to credit losses for financial assets, including 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.

The following table summarizes the expected credit allowance activity for settlement receivables, net; accounts receivable, net; and financial guarantee contracts and other, for the six months ended June 30, 2025:


	Accounts receivable, net			Settlement receivables, net (2)			Financial guarantee contracts and other			Total allowance for current expected credit losses
Balance as of December 31, 2024	$	7,994		$	4,082		$	11,122		$	23,198
Credit loss expense		12,975			2,660			(1,545	)		14,090
Recoveries		1,064			2,397			-			3,461
Write-Offs		(18,056	)		(4,306	)		(43	)		(22,405	)
Other (1)		101			87			101			289
Balance as of June 30, 2025	$	4,078		$	4,920		$	9,635		$	18,633

(1)

Other mainly relates to the impact of foreign exchange.

(2)

Recoveries / (losses) from freestanding credit enhancements related to Settlement receivables, net, were ($185) and ($48) for the three months ended June 30, 2025 and 2024, respectively, and $218 and ($337) for the six months ended June 30, 2025 and 2024, respectively. Recoveries from freestanding credit enhancements related to Settlement receivables, net are recorded separately from expected credit losses in "Selling, general and administrative" in the unaudited condensed consolidated statement of comprehensive loss.

Credit loss expense for the three months ended June 30, 2025 and 2024 was $7,675 and $5,967, respectively, and for the six months ended June 30, 2025 and 2024 was $14,090 and $14,726, respectively. The increase in credit loss expense from the three months ended June 30, 2024 to the three months ended June 30, 2025 was the result of a specific merchant reserve in Digital Wallets. Credit loss expense for the six months ended June 30, 2025 decreased slightly compared to the prior period mainly due to decreased volume of transactions in the Merchant Solutions segment following the disposal of the direct marketing payment processing business line (Note 10), as well as a decrease in aged accounts. This was offset by the increase in credit loss expense in Digital Wallets described above. Write-offs for the three months ended June 30, 2025 and 2024 were $9,007 and $8,836, respectively, and for the six months ended June 30, 2025 and 2024 were $22,405 and $20,025, respectively. The increase was driven by the write off of irrecoverable amounts receivable in the Merchant Solutions segment.

7. Debt

The Company's current facilities include the following:

(i) $305,000 senior secured revolving credit facility (the “Revolving Credit Facility”);

(ii) $1,018,000 aggregate principal amount senior secured USD first lien term loan facility (the “Term Loan Facility (USD)”)(comprising the original $628,000 and incremental $390,000 facility);

(iii) €710,000 aggregate principal amount senior secured EUR first lien term loan facility (the “Term Loan Facility (EUR)”) (comprising the original €435,000 and an incremental €275,000 facility); and

(iv) $400,000 aggregate principal amount of USD secured notes and €435,000 aggregate principal amount of EUR secured notes (“Secured Notes”).

The Company has made drawdowns and repayments on the Revolving Credit Facility throughout the quarter. As of June 30, 2025 and December 31, 2024, $156,579 and $90,713, respectively, was drawn down on the Revolving Credit Facility.

Line of Credit

F-11

The Company has a Line of Credit of $75,000 which is restricted for use in funding settlements in the Merchant Solutions business and is secured against known transactions. During the year ended December 31, 2024, the Company signed an amendment to extend the maturity of the Line of Credit from June 2025 to July 2027. As of June 30, 2025 and December 31, 2024, the Company had outstanding balances of $73,000 and $65,000, respectively.

The key terms of these facilities are as follows:


Facility	Currency	Interest Rate (1)	Effective Interest Rate (2)	Facility Maturity Date	Principal Outstanding as of June 30, 2025 (Local Currency)		Principal Outstanding at June 30, 2025 (USD)
Term Loan Facility (USD) (3)	USD	USD SOFR (6) + 0.11%(4) + 2.75% (0.5% floor)	7.5%	Jun-28	$	823,779	$	823,779
Term Loan Facility (EUR) (5)	EUR	EURIBOR + 3.00% (0% floor)	5.5%	Jun-28		586,281		690,717
Secured Loan Notes (EUR)	EUR	3.00%	3.2%	Jun-29		421,362		496,420
Secured Loan Notes (USD)	USD	4.00%	4.2%	Jun-29		337,206		337,206
Revolving Credit Facility (USD)	USD	BASE + 0.10%(4) + 2.25% (0% floor)	6.7%	Dec-27		80,000		80,000
Revolving Credit Facility (EUR)	EUR	BASE + 2.25% (0% floor)	4.3%	Dec-27		65,000		76,579
Line of Credit	USD	Term SOFR (6) + 2.70%	7.1%	Jul-27		73,000		73,000
Total Principal Outstanding							$	2,577,701

(1)

For facilities which utilize the EURIBOR and SOFR rates, a rate floor of 0% and 0.5% applies, respectively.

(2)

The effective interest rate is as of June 30, 2025.

(3)

Represents Term Loan Facility (USD) and USD Incremental Term Loan as defined under the current facilities.

(4)

Represents a credit spread adjustment to reflect the historical difference between LIBOR and SOFR.

(5)

Represent Term Loan Facility (EUR) and EUR Incremental Term Loan as defined under the current facilities.

(6)

The Term Secured Overnight Financing Rate ("Term SOFR") is the forward-looking term rate based on the SOFR. The Term SOFR is administered by the CME Group Benchmark Association Limited.


	June 30, 2025			December 31, 2024
Principal Outstanding	$	2,577,701		$	2,390,689
Unamortized debt issuance cost		(26,763	)		(27,141	)
Total		2,550,938			2,363,548
Short-term debt		10,190			10,190
Non-current debt	$	2,540,748		$	2,353,358

For the three months ended June 30, 2025 and 2024, interest expense, including amortization of deferred debt issuance cost, was $34,549 and $37,135, respectively. For the six months ended June 30, 2025 and 2024, interest expense, including amortization of deferred debt issuance cost, was $68,222 and $72,100, respectively.

Maturity requirements on debt as of June 30, 2025 by year are as follows:


Remainder 2025	$	5,095
2026		10,190
2027		239,769
2028		1,489,021
2029		833,626
Total	$	2,577,701

During both the three months ended June 30, 2025 and 2024, the Company made principal payments of $2,548 under its Term Loan Facility, and during the three months ended June 30, 2025 made voluntary prepayments of $5,000. During both the six months ended June 30, 2025 and 2024, the Company made principal payments of $5,095 under its Term Loan Facility and during the six months ended June 30, 2025 made voluntary prepayments of $25,292.

F-12

During the three months ended June 30, 2024, the Company repurchased $33,103 under the Term Loan Facility and $5,000 under the Secured Loan Notes. During the six months ended June 30, 2024, the Company repurchased $64,224 under the Term Loan Facility $5,000 of Secured Loan Notes. This resulted in a gain on repurchase of $720 and $1,296 for the three and six months ended June 30, 2024, respectively, recognized within "Other (expense) / income, net" within the unaudited condensed consolidated statements of comprehensive loss. The Company did not repurchase any debt during three or six months ended June 30, 2025.

Compliance with Covenants

The Company’s facilities as described above contain affirmative, restrictive and incurrence-based covenants, including, among others, financial covenants based on the Company’s leverage and Revolving Credit Facility utilization, as defined in the debt agreement. The financial covenants under the facilities require the Company to test its Consolidated First Lien Debt Ratio if the principal amount of the Revolving Credit Facility, less any cash and cash equivalents, at the reporting date exceeds 40% of the total Revolving Credit Facility Commitment. If the Revolving Credit Facility utilization is greater than 40% at the reporting date, there is an additional requirement that the Consolidated First Lien Debt Ratio is not permitted to exceed 7.5 to 1.0. The Consolidated First Lien Debt Ratio is the ratio of (a) consolidated senior secured net debt of the Company and restricted subsidiaries as of the last day of such relevant period to (b) Last Twelve Months ("LTM") EBITDA, as defined in the Senior Credit Facility, of the Company and the restricted subsidiaries for the relevant period. The Company was in compliance with its covenants as of the date of issuance of these unaudited condensed consolidated financial statements.

Letters of Credit

As of June 30, 2025 and December 31, 2024, the Company had issued approximately $151,630 and $142,666, letters of credit, respectively, for use in the ordinary course of business.

8. Derivative Instruments

The Company’s derivative instruments consist of interest rate swap agreements ("interest rate contracts"). The interest rate swaps mitigate the exposure to the variable-rate debt by effectively converting the floating-rate payments to fixed-rate payments. During the six months ended June 30, 2025 and 2024, the Company entered into forward starting interest rate swaps. The interest rate contracts are measured at fair value using a discounted cash flow methodology and not designated as a hedge for accounting purposes; as such, any fair value changes are recorded in “Other (expense) / income, net” in the unaudited condensed consolidated statement of comprehensive loss in the respective period of the change.

The following table summarized the notional amount at inception and fair value of these instruments recognized as "Derivative financial assets and liabilities" in the unaudited condensed consolidated statements of financial position:


Derivative financial instrument	Fixed rate	Notional amount		Index	Effective date	Maturity Date	Fair value of asset / (liability) as at June 30, 2025			Fair value of asset as at December 31, 2024
Interest rate swap	2.1%	$	185,896	USD-1 month SOFR	March 31, 2022	March 31, 2026	$	2,467		$	4,766
Forward starting interest rate swap	3.3%	$	110,047	USD-1 month SOFR	March 31, 2026	December 31, 2027	$	(218	)	$	736
Forward starting interest rate swap	3.6%	$	101,000	USD-1 month SOFR	March 31, 2026	March 31, 2028	$	(915	)	$	-

During the three months ended June 30, 2025 and 2024 the Company recognized a (loss) / gain of ($806) and $1,209, respectively, of which ($2,005) and ($1,209), respectively, is associated with remeasuring the derivative instrument to fair value at the end of the reporting period. The fair value remeasurement is netted by monthly cash receipts on the interest rate contracts for the three months ended June 30, 2025 and 2024 of $1,199 and $2,418, respectively.

During the six months ended June 30, 2025 and 2024 the Company recognized a (loss) / gain of ($1,657) and $4,410, respectively, of which ($4,168) and ($539), respectively, is associated with remeasuring the derivative instrument to fair value at the end of the reporting period. The fair value remeasurement is netted by monthly cash receipts on the interest rate contracts for the six months ended June 30, 2025 and 2024 of $2,511 and $4,949, respectively.

For further information regarding the fair value of the derivative instruments see discussion in Note 13 and 15.

F-13

9. Contingent consideration payable

Contingent consideration payable is comprised of the following balances:


Balance as of December 31, 2024	$	8,395
Payments made during the period		(7,319	)
Additions in the period		1,694
Fair value loss and other		(153	)
Balance as of June 30, 2025	$	2,617
Current	$	1,945
Non-current	$	672

During the six months ended June 30, 2025, the Company paid $7,319 of the contingent consideration payable related to a prior period acquisition. The remaining contingent consideration, including additions in the current year, arose as part of the consideration of merchant buyouts and is payable in cash subject to the future financial performance of the acquisitions.

10. Gain on disposal of subsidiaries and other assets, net

On February 28, 2025, the Company disposed of substantially all of the assets in its direct marketing payment processing business line (Paysafe Direct, LLC) to KORT Payments for total consideration consisting of $1,948 cash and up to $50,000 of contingent consideration (the "Disposal"). The contingent consideration is contingent upon the achievement of certain financial performance metrics of the direct marketing payment processing business line. As of June 30, 2025, a receivable of $4,138 is recorded within "Contingent consideration receivable" within the unaudited condensed consolidated statements of financial position, with $826 recognized as a current asset, and $3,312 as a non-current asset. The consideration for financial performance conditions will be payable in five earnout payments each due in the first quarter of the years ended December 31, 2026 to December 31, 2030.


Cash consideration	$	1,948
Contingent consideration (1)		4,138
Total consideration	$	6,086
Less: Assets disposed (2)		5,347
Gain on disposal of subsidiary	$	739

(1)

The contingent consideration receivable arising from disposals of subsidiaries and other assets is recognized at fair value on the disposal date using a discounted cash flow methodology (a Level 3 measurement) and will be revalued each reporting period. The contingent consideration to be received is based on the future performance of the disposed business.

(2)

Assets disposed include software development costs, property, plant and equipment and goodwill.

As a result of the Disposal, the Company recognized a gain of $739 during the six months ended June 30, 2025, recorded in "Loss / (gain) on disposal of subsidiaries and other assets, net".

In connection with the Disposal, the Company also entered into a Transition Services Agreement (“TSA”) to provide KORT Payments with certain transitional services, including administrative, information technology, risk and compliance, procurement, and other corporate services for a period up to 15 months. The transition service fees earned related to the TSA are not significant.

Following the disposal of the direct marketing payment processing business line, the leased office space in California is no longer being used by the Company and is subleased. A recoverability test was performed on the remaining asset within the asset group and it was determined that the asset was not recoverable. This resulted in an impairment of the right of use asset associated with the office lease, which was determined using a discounted cash flow methodology (a Level 2 measurement). An amount of $638 has been included as part of "Impairment expense on goodwill and other assets" for the six months ended June 30, 2025.

The Company operates two share-based employee compensation plans: the 2018 Pi Jersey Topco Limited Plan ("2018 Plan") for which a majority of the shares vested upon completion of the Transaction (See Note 1) and the 2021 Omnibus Incentive Plan ("2021 Plan"). The 2021 Plan serves as the successor to the 2018 Plan. The 2021 Plan became effective as of March 30, 2021 upon closing of the Transaction. Outstanding awards under the 2018 Plan continue to be subject to the terms and conditions of the 2018 Plan. No additional awards are expected to be granted in the future under the 2018 Plan. Share-based compensation expense recognized during the three months ended June 30, 2025 and 2024 under both plans was $10,775 and $12,966, respectively. Share-based compensation expense

F-14

recognized during the six months ended June 30, 2025 and 2024 under both plans was $18,916 and $22,325, respectively. As of June 30, 2025, unrecognized share-based compensation expense was $60,499.

2021 Omnibus Incentive Plan (“2021 Plan”)

As of June 30, 2025, there were 15,209,712 shares authorized for award under the 2021 Plan. Under the 2021 Plan, restricted stock units (“RSUs”) that have a service condition only, generally vest ratably over three years. Performance restricted stock units (“PRSUs”) generally vest at the end of one to three years. The number of PRSUs that vest is variable depending upon the probability of achievement of certain internal performance targets and may vest between 0% and 200% of the target share amount.

The following table summarizes restricted stock unit activity during the six months ended June 30, 2025.


	Restricted Stock Units			Weighted average grant date fair value
Nonvested as of December 31, 2024		3,670,093		$	18.02
Granted (1)		2,929,655		$	16.00
Vested (2)		(1,583,695	)	$	20.01
Forfeited		(324,441	)	$	16.81
Performance adjustments (3)		3,040			-
Nonvested as of June 30, 2025		4,694,652		$	16.31

(1)

Represents RSUs and PRSUs granted based on performance target achievement of 100%.

(2)

Represents the total number of shares vested during the period. Common shares issued, as presented within the unaudited condensed consolidated statement of shareholders' equity, are net of shares withheld for taxes. The total grant date fair value of units vested was $31,481.

(3)

Represents the adjustment to the number of PRSUs based on actual performance compared to target.

Stock options

There were no stock options granted during the six months ended June 30, 2025 and 2024. There are 166,666 stock options outstanding as of June 30, 2025, all of which are exercisable. The exercise price of each option is based on either one or two times the fair market value of the Company’s stock at the date of grant. The options have a contractual ten-year life and vest annually in equal increments over three years.

Other share-based payment awards

During the six months ended June 30, 2025, the Company adopted a short-term incentive program pursuant to which fully-vested shares of the Company’s common stock would be issued at or around the time of determining the Company’s performance under such program in early 2026, if the Company achieves certain performance targets. The potential issuance of these shares of common stock are accounted for as share-based payment awards granted under the 2021 Plan. Share-based compensation expense associated with these awards for both the three and six months ended June 30, 2025 was $1,855. These awards are liability-classified share-based payment awards under ASC 718 as the value of the award is fixed and will be settled in a variable number of shares and are classified as a current liability within the unaudited condensed consolidated statement of financial position based on the expected timing of the vesting of shares.

Share-based compensation liability (2018 Plan)

Certain employee equity-based awards were modified in conjunction with the Transaction. Their settlement terms changed such that instead of Topco's shares, the awardees received Paysafe Limited common shares as well as Topco’s shares. The modification resulted in a change in the classification of the modified awards, with the Topco shares being accounted for as a liability-classified share-based payment award under ASC 718 as they will be settled in cash. The corresponding liability was measured at fair value at the modification date (i.e. the Transaction date), and is subsequently remeasured at fair value at each reporting date, with changes in its value reported as share-based compensation expense. The awards settled in Paysafe Limited common shares continue to be accounted for as equity-based awards.

As of both June 30, 2025 and December 31, 2024, this share-based compensation liability was $4,394, which is classified as a current or non-current liability within the unaudited condensed consolidated statements of financial position based on the expected timing of the redemption of shares.

Employee Share Purchase Plan

F-15

Employees are eligible to contribute to the Company’s Employee Share Purchase Plan (the “Purchase Plan”). The Purchase Plan is not intended to be an employee benefit plan under the Employee Retirement Income Security Act of 1974, as amended, nor qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. Under the Purchase Plan, eligible employees may designate from one percent to fifteen percent of their compensation to be withheld for the purchase of PSFE shares at the market price of the shares at the end of each one-month offering period. The Company grants restricted stock units equal to 25% of the PSFE shares that are purchased by participating employees on each purchase date (“Match RSU Award”).

The Match RSU Award cliff vests six months from the last day of the offering period, subject to the employee’s continued employment at the vesting date. The fair value of the Match RSU Award is recognized on a straight-line basis over the vesting period. The maximum number of shares of common stock authorized under the Purchase Plan for participant contributions and Match RSU Awards is 2,083,333.

For the three and six months ended June 30, 2025, 25,444 and 46,785 treasury shares, respectively, were reissued to employees in connection with this Purchase Plan. No treasury shares were reissued for the three and six months ended June 30, 2024.

Preference Shares

We have authorized 233,333,333 shares in the Company that have not yet been issued, the rights and restrictions attached to which are not defined by the Company bylaws. Pursuant to the Company bylaws, preference shares may be issued by the Company from time to time, and the Company Board is authorized (without any requirement for further shareholder action) to determine the rights, preferences, powers, qualifications, limitations and restrictions attached to those shares.

In November 2023, the Board approved a share repurchase program (the “Share Repurchase Program”), authorizing the Company to repurchase up to $50,000 of common shares outstanding. During the six months ended June 30, 2025, the Board authorized the Company to repurchase an additional $70,000 of common shares under the Share Repurchase Program. Under the Share Repurchase Program, management is authorized to purchase common shares 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 three months ended June 30, 2025 and 2024, the Company repurchased 1,491,795 and 686,396 of its common shares for consideration of $20,000 and $11,000, respectively, at an average price of $13.41 and $16.03 per share. During the six months ended June 30, 2025 and 2024, the Company repurchased 2,104,405 and 1,675,815 of its common shares for consideration of $29,998 and $25,000, respectively, at an average price of $14.25 and $14.92 per share. These repurchases are recorded at cost as treasury shares within the unaudited consolidated statements of financial position and unaudited consolidated statements of shareholders' equity. As of June 30, 2025, a total of $47,081 remained available for future repurchases of our common shares under our Share Repurchase Program.

Subsequent to June 30, 2025, the Company repurchased 1,467,935 of its common shares for total consideration of $20,000.

13. Fair Value Measurements

The Company uses the hierarchy prescribed in ASC 820, Fair Value Measurements, for fair value measurements, based on the available inputs to the valuation and the degree to which they are observable or not observable in the market.

The three levels of the hierarchy are as follows:

•

Level 1 Inputs—Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date,

•

Level 2 Inputs—Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability if it has a specified or contractual term, and

•

Level 3 Inputs—Unobservable inputs for the asset or liability used to measure fair value allowing for inputs reflecting the Company’s assumptions about what other market participants would use in pricing the asset or liability, including assumptions about risk.

F-16

The fair value hierarchy of financial instruments measured at fair value on a recurring basis as of June 30, 2025 is provided below.


	Level 1		Level 2		Level 3
Financial assets measured at fair value:
Contingent consideration receivable		-		-		4,138
Derivative financial assets		-		2,467		-
	$	-	$	2,467	$	4,138
Financial liabilities measured at fair value:
Derivative financial liabilities		-		1,133		-
Warrant liabilities (1)		889		-		-
Liability for share-based compensation (2)		-		-		4,394
	$	889	$	1,133	$	4,394

The fair value hierarchy of financial instruments measured at fair value on a recurring basis as of December 31, 2024 is provided below.


	Level 1		Level 2		Level 3
Financial assets measured at fair value:
Derivative financial asset		-		5,502		-
	$	-	$	5,502	$	-
Financial liabilities measured at fair value:
Warrant liabilities (1)		1,401		-		-
Liability for share-based compensation (2)		-		-		4,394
	$	1,401	$	-	$	4,394

(1)

The Warrants represent the right to purchase one share of the Company’s common shares at a price of $138.00 per share. The Warrants became exercisable on August 21, 2021 and will expire on the fifth anniversary of the Transaction, or upon an earlier redemption. As of June 30, 2025 and December 31, 2024, 53,900,329 warrants were outstanding, all of which were considered public warrants.

(2)

As of June 30, 2025 and December 31, 2024, the liability for share-based compensation relates to the share-based compensation awards modified in connection with the Transaction as the performance awards were settled (Note 11).

There were no transfers between levels during the six months ended June 30, 2025 and 2024. A description of the movements in level 3 financial instruments in the period are described in Note 10 and 11. The valuation techniques and significant unobservable inputs used in determining the fair value measurement of Level 3 financial instruments are set out in the table below.


Financial instrument	Valuation technique used	Significant unobservable inputs
Contingent consideration receivable	Discounted cashflow	Discount rate of 17.5%
Liability for share-based compensation	Market and income approach	Discount rate of 16.5%

The Company considers that the carrying value of cash and cash equivalents, customer accounts and other restricted cash, accounts receivable, settlement receivables, prepaid expenses and other assets, accounts payable and accrued expenses, liabilities to customers and merchants and contingent consideration payable approximates fair value given the short-term nature of these items. As of June 30, 2025, the carrying amount of our debt approximated fair value (a Level 2 measurement) based on market yields for similar debt facilities and observable trading data related to the Company’s debt securities.

14. Commitments, Contingencies and Guarantees

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. On this basis, we have recognized a provision of $83 as of June 30, 2025 and $1,370 as of December 31, 2024 related to certain litigation proceedings. This amount is presented within “Accounts payable and other liabilities” in the Company’s unaudited condensed consolidated statements of financial position.

On December 10, 2021, a class action complaint, Lisa Wiley v Paysafe Limited was filed, naming among others the Company, our former Chief Executive Officer, and our former Chief Financial Officer, as defendants. The complaint asserts claims, purportedly brought on behalf of a class of shareholders, under Sections 10(b) of the Exchange Act, and Rule 10b-5 promulgated thereunder, and alleges that the Company and individual defendants made false and misleading statements to the market. In addition, the complaint asserts claims against the individual defendants, under Sections 20(a) of the Exchange Act, alleging that the individual defendants misled the public. On January 21, 2022, a related complaint was brought in the Southern District of New York, which named additional defendants. In May 2022, the securities cases were consolidated and was captioned In re: Paysafe f/k/a Foley Trasimene Acquisition Corp. II, Securities Litigation.

F-17

On May 15, 2024, a Consolidated Amended Complaint was filed, which complaint sought unspecified damages and an award of costs and expenses, including reasonable attorneys’ fees, on behalf of a purported class of purchasers of our ordinary shares between December 7, 2020, and November 10, 2021. The Company filed a motion to dismiss the Consolidated Amended Complaint on July 15, 2024. On March 31, 2025 the Southern District of New York dismissed the compliant and on April 30, 2025 the complaint was closed.

On February 16, 2023, Farzad v. Trasimene Capital FT et. al. was filed in the Chancery Court of Delaware and on June 4, 2025, the complaint was amended to include additional defendants, including Paysafe Limited and our former Chief Executive Officer. This Amended Complaint was brought on behalf of former holders of FTAC common stock and asserts breaches of fiduciary duties of certain FTAC Board of Directors and / or Officers in connection with the SPAC Merger and claims of aiding and abetting a breach of fiduciary duty and unjust enrichment against Paysafe Ltd. and our former CEO. Plaintiffs alleged that those shareholders’ Redemption Rights were impaired due to FTAC Defendants' alleged misstatements and omissions about Paysafe's business metrics and financial prospects in connection with the Merger which caused damage to the shareholders. The allegations further state that Paysafe aided the FTAC Defendants in making such misstatements.

The complaints seek unspecified damages and an award of costs and expenses, including reasonable attorneys’ fees, on behalf of a purported class of all persons who held shares of FTAC II prior to the redemption deadline. The Company has vigorously defended against the foregoing allegations including filing a motion to dismiss on July 7, 2025. At this time, the Company is unable to estimate the potential loss or range of loss, if any, associated with this lawsuit, which could be material. Additionally, the other defendants to the complaint have sought indemnity from Paysafe and Paysafe has accepted that indemnity based upon obligations per the SPAC Agreement and subject to applicable law.

The Company vigorously defends its position on all open cases. Except as otherwise noted for the proceedings described in this Note 14, management believes the disposition of all claims currently pending, including potential losses from claims that may exceed the liabilities recorded, will not have a material adverse effect, either individually or in the aggregate, on the Company's consolidated financial condition, results of operations or liquidity.

Financial guarantee contracts

Through services offered in our Merchant Solutions segment, the Company is exposed to potential losses from merchant-related liabilities, including 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 Company has recorded an accrual for current expected credit losses on financial guarantees as of June 30, 2025 and December 31, 2024 (See Note 6).

As of June 30, 2025 and December 31, 2024, $9,933 and $5,690, respectively, of cash held in reserve at a partner bank for certain merchant chargebacks, fees and other liabilities is presented within "Prepaid expenses and other current assets" in the unaudited condensed consolidated statements of financial position. Of the total reserve balance, $5,690 is restricted in use until it is replaced with a letter of credit or the related merchant agreement is terminated. The remaining balance is not eligible for replacement with a letter of credit and remains restricted until the related merchant agreement is terminated. During the six months ended June 30, 2025, a net amount of $4,243 was deposited into the cash held in reserves. During the six months ended June 30, 2024, $6,510 was returned to the Company upon obtaining a letter of credit. These cash flows are presented as an investing activity within the unaudited condensed consolidated statements of cash flows.

15. Other (expense) / income, net

A summary of the amounts recorded in "Other (expense) / income, net" is as follows:


	For the three months ended June 30,						For the six months ended June 30,
	2025			2024			2025			2024
Foreign exchange (loss) / gain	$	(5,417	)	$	2,017		$	(5,403	)	$	7,210
Fair value loss on contingent consideration		(184	)		(282	)		(184	)		(396	)
(Loss) / gain on derivative instruments (1)		(806	)		1,209			(1,657	)		4,410
Fair value (loss) / gain on warrant liability (2)		(54	)		415			512			140
Gain on debt repurchases (3)		—			720			—			1,296
Other (4)		(253	)		318			841			4,092
Other (expense) / income, net	$	(6,714	)	$	4,397		$	(5,891	)	$	16,752

F-18

(1)

In the six months ended June 30, 2025 and 2024 the Company entered into additional derivative financial instrument arrangements to mitigate interest risk on its variable-rate debt (See Note 8).

(2)

The Company accounts for warrants as derivative liabilities. The warrants were initially recorded at fair value based on the public warrants listed trading price and are subsequently remeasured at the balance sheet date with the changes in fair value recognized in the unaudited condensed consolidated statements of comprehensive loss (See Note 13).

(3)

Relates to gain on repurchases of the Company's debt (See Note 7).

(4)

Mainly relates to the release of certain provisions, offset by certain banking fees.

16. Operating segments

Operating segments are defined as components of an enterprise that engage in business activities and for which discrete financial information is available that is evaluated on a regular basis by the Chief Operating Decision Maker (“CODM”) to make decisions about how to allocate resources and assess performance. Our CODM is defined as our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and Chief Operating Officer (“COO”). Our operating segments are: Merchant Solutions, which focuses on card not present and card present solutions for small to medium size business merchants; Digital Wallets, which provides wallet based online payment solutions through our Skrill and NETELLER brands; and also enables consumers to use cash to facilitate online purchases through paysafecard prepaid vouchers under the paysafecard and Paysafecash brands. These two operating segments, which are also reportable segments, as they have not been aggregated, are based on how the Company is organized, reflecting the difference in nature of the products and services they each sell. Shared costs are the cost of people and other resources consumed in activities that provide a benefit across more than one segment and are allocated to each segment and Corporate primarily based on applicable drivers including headcount, revenue and Adjusted EBITDA.

The CODM evaluates performance and allocates resources based on Segment Adjusted EBITDA of each operating segment. The CODM believes Segment Adjusted EBITDA to be a useful profitability measure to assess the performance of our business and to improve the comparability of operating results across reporting periods. The CODM uses the segment measure to analyze the actual performance of each segment against annual budgets, comparable prior reporting periods and against internal forecasts on a quarterly basis and when making decisions about the allocation of capital and other internal resources to the segments.

Segment Adjusted EBITDA of each operating segment includes the revenues of the segment less ordinary 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. The significant segment expenses included within each segment’s Adjusted EBITDA are included in the following tables.

The CODM does not receive segment asset data to evaluate performance or allocate resources and therefore such information is not presented.

The information below summarizes revenue and Segment Adjusted EBITDA for the three months ended June 30, 2025:


	Merchant Solutions		Digital Wallets		Total
Total external revenue	$	226,666	$	196,553	$	423,219
Interest Revenue		397		4,602		4,999
Intersegment revenue (1)		5,182		—		5,182
	$	232,245	$	201,155	$	433,400
Elimination of intersegment revenue (1)					$	(5,182	)
Total consolidated revenues					$	428,218
Less:
Cost of services (excluding depreciation and amortization) (1)	$	136,368	$	58,994
Selling, general and administrative (2)	$	56,202	$	59,497
Segment Adjusted EBITDA	$	39,675	$	82,664	$	122,339

F-19

The information below summarizes revenue and Segment Adjusted EBITDA for the three months ended June 30, 2024:


	Merchant Solutions		Digital Wallets		Total
Total external revenue	$	249,569	$	181,505	$	431,074
Interest revenue		682		8,168		8,850
Intersegment revenue (1)		4,727		—		4,727
	$	254,978	$	189,673	$	444,651
Elimination of intersegment revenue (1)					$	(4,727	)
Total consolidated revenues					$	439,924
Less:
Cost of services (excluding depreciation and amortization) (1)	$	135,854	$	52,698
Selling, general and administrative (2)	$	62,613	$	54,562
Segment Adjusted EBITDA	$	56,511	$	82,413	$	138,924

The information below summarizes revenue and Segment Adjusted EBITDA for the six months ended June 30, 2025:


	Merchant Solutions		Digital Wallets		Total
Total external revenue	$	439,640	$	379,060	$	818,700
Interest revenue		856		9,662		10,518
Intersegment revenue (1)		9,535		—		9,535
	$	450,031	$	388,722	$	838,753
Elimination of intersegment revenue (1)					$	(9,535	)
Total consolidated revenues					$	829,218
Less:
Cost of services (excluding depreciation and amortization) (1)	$	261,431	$	112,465
Selling, general and administrative (2)	$	119,479	$	111,049
Segment Adjusted EBITDA	$	69,121	$	165,208	$	234,329

The information below summarizes revenue and Segment Adjusted EBITDA for the six months ended June 30, 2024:

          
         Merchant Solutions

         Digital Wallets

         Total

INDEX TO FINANCIAL STATEMENTS

Paysafe Limited

(U.S. dollars in thousands, except per share data)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Paysafe Limited

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(U.S. dollars in thousands, except share data)

Paysafe Limited

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(U.S. dollars in thousands)

Paysafe Limited

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(U.S. dollars in thousands)

Paysafe Limited NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) (U.S. dollars in thousands, except per share data)

1. Basis of presentation and summary of significant accounting policies

2. Net (loss) / income per share

3. Taxation

4. Goodwill

5. Intangible assets

6. Allowance for credit losses

7. Debt

8. Derivative Instruments

9. Contingent consideration payable

10. Gain on disposal of subsidiaries and other assets, net

11. Share-based Compensation

12. Share Repurchase Program

13. Fair Value Measurements

14. Commitments, Contingencies and Guarantees

15. Other (expense) / income, net

16. Operating segments

Paysafe Limited
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
(U.S. dollars in thousands, except per share data)

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