GLOBAL PAYMENTS INC 8-K

What Happened

• Global Payments Inc. filed an 8-K (Jan 12, 2026) reporting the closing of the Transactions with GTCR. As of Dec 31, 2025, GTCR beneficially holds approximately 15.45% of Global Payments common stock. On Jan 9, 2026 Global Payments issued the “Stock Consideration” to GTCR in a transaction exempt from registration under Section 4(a)(2) of the Securities Act.
• At closing Global Payments and GTCR entered into a Shareholders Agreement and a Registration Rights Agreement. A press release announcing the closing was furnished on Jan 12, 2026.

Key Details

• GTCR ownership: ~15.45% of outstanding Global Payments common stock (as of 12/31/2025).
• Lock-up schedule: 35% of the Stock Consideration released after 12 months from closing; +15% at 15 months; remaining release at 18 months.
• Standstill: while GTCR beneficially owns more than 5% of voting securities, it may not acquire additional voting securities (subject to specified exceptions).
• Registration rights: GTCR received shelf, demand and customary piggyback registration rights for the Stock Consideration; agreements include customary information, preemptive rights and indemnification provisions.

Why It Matters

• Ownership and control: GTCR is now a significant investor (≈15.45%), but the lock-up and standstill limit immediate additional purchases or sales, which reduces near-term share-supply volatility.
• Liquidity for GTCR: registration rights mean GTCR will have defined pathways to register and potentially resell shares in the future, affecting potential share availability over time.
• Investor impact: the agreements include preemptive rights that could allow GTCR affiliates to participate in certain future equity issuances, which may influence dilution dynamics. No executive changes or new financial results were reported in this 8-K.