Euronet Worldwide Enters Material Agreement, Reports Equity Sales

TL;DR

Euronet signed a big deal, owes money, and sold stock. Details TBD.

AI Summary

On August 15, 2025, Euronet Worldwide, Inc. entered into a material definitive agreement, creating a direct financial obligation. The filing also notes unregistered sales of equity securities and includes financial statements and exhibits. Specific details of the agreement and the unregistered sales are not provided in this summary.

Why It Matters

This filing indicates Euronet Worldwide has entered into a significant new agreement that creates a financial obligation, and has also issued equity, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and financial obligations, which inherently carry risk, alongside unregistered equity sales that could dilute existing shareholders.

Key Players & Entities

• Euronet Worldwide, Inc. (company) — Registrant
• August 15, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.02 — the Company ' s common stock, par value $0.02 per share (the " Common Stock " ), for
• $1,000 — price (as defined in the Indenture) per $1,000 principal amount of the Notes for each
• $10 — ed with a principal amount in excess of $10 0,000,000 (or its foreign currency equi

Filing Documents

• eeft-20250815.htm (8-K) — 78KB
• ex41_1.htm (EX-4.1) — 1251KB
• ex101_2.htm (EX-10.1) — 883KB
• c3d346308673af0b5946.jpg (GRAPHIC) — 5KB
• c793464a831877c2266e.jpg (GRAPHIC) — 6KB
• ca48286d9f7ae7b3d7bb.jpg (GRAPHIC) — 4KB
• cd83c08d4d5fb4d635c1.jpg (GRAPHIC) — 5KB
• ce1240e18089a2b0698c.jpg (GRAPHIC) — 5KB
• 0001554855-25-001094.txt ( ) — 2730KB
• eeft-20250815_def.xml (EX-101.DEF) — 35KB
• eeft-20250815_pre.xml (EX-101.PRE) — 37KB
• eeft-20250815_cal.xml (EX-101.CAL) — 1KB
• eeft-20250815_lab.xml (EX-101.LAB) — 47KB
• eeft-20250815.xsd (EX-101.SCH) — 4KB
• eeft-20250815_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On August 15 , 20 25 , Euronet Worldwide, Inc. (the " Company " ), completed the previously announced private offering (the " Offering " ) of $ 1,00 0 .0 million in aggregate principal amount of its 0.625 % Convertible Senior Notes due 20 30 (the " Notes " ) , including $ 150 .0 million in aggregate principal amount of Notes purchased pursuant to the exercise in full by the initial purchasers of the Notes of the option to purchase additional Notes, in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") . The Notes were issued pursuant t o an indenture, dated August 15 , 2025 (the " Indent ure " ), between the Company and U.S. Bank Trust Company, National As sociation , as trustee. The Notes are general senior, unsecured obligations of the Company and will mature on October 1 , 2030 , unless earlier converted, redeemed, or repurchased. The Notes will bear interest at a rate of 0.625 % per year, payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1 , 2026 . The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding April 1 , 20 30 , only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30 , 20 25 (and only during such calendar quarter), if the last reported sale price of the Company ' s common stock, par value $0.02 per share (the " Common Stock " ), for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day; (2) during the five business day period after any

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated August 13 , 2025 by and among the Company and the representatives of the initial purchasers. The Notes and the shares of Common Stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. To the extent that any shares of Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Common Stock. Initially, a maximum of approximately 10.2 million shares of Common Stock may be issued upon conversion of the Notes based on the initial maximum conversion rate of 10.2333 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions. 5

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains " forward-looking " statements, as that term is defined under the federal securities laws, including but not limited to statements regarding the Offering and the Company ' s expectations regarding the use of net proceeds from the Offering. These forward-looking statements also involve risks and uncertainties regarding, among other things, the capped call transactions and the share repurchases, the anticipated use of proceeds from the proposed offering, repurchases of shares of the Company ' s Common S tock, and the potential impact of the foregoing or related transactions on dilution to holders of its Common S tock and the market price of the Company ' s Common S tock, the trading price of the N otes or the conversion price of the N otes . Such forward-looking statements and those risks included in the section titled " Risk Factors " in the Company ' s Annual Report on Form 10-K for the year ended December 31, 2024 and its Securities and Exchange Commission ( " SEC " ) filings and reports, including its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 and other filings that the Company makes from time to time with the SEC, which are available on t he SEC ' s website at www.sec.gov . Any forward-looking statements made in this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K. Except as may be required by law, the Company does not intend to update these forward-looking statements and undertakes no duty to any person to provide any such update under any circumstances. The Company regularly posts important information to the investor relations section of its website.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibit Number Description 4.1 Indenture, dated August 15, 20 25 , between the Company and U.S. Bank Trust Company , National Association, as trustee 4.2 Form of 0.625 % Convertible Senior Note s due 20 30 (included as Exhibit A to Exhibit 4.1 above) 10.1 Form of Confirmation for Capped Call Transactions 104 Cover Page Interactive Data Files (embedded within the Inline XBRL document) 6

SIGNATURES

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. Euronet Worldwide, Inc . By: /S/ Adam Godderz Adam Godderz General Counsel & Corporate Secretary Date: August 18 , 2025 7

View Full Filing

View this 8-K filing on SEC EDGAR