Intermex Announces Executive and Director Changes

TL;DR

Intermex shakes up board and execs, files material agreement.

AI Summary

On August 10, 2025, International Money Express, Inc. (Intermex) announced changes in its executive and director roles. Specifically, the company reported the departure of certain officers and directors, the election of new directors, and adjustments to compensatory arrangements for its officers. The filing also noted the entry into a material definitive agreement and included financial statements and exhibits.

Why It Matters

Changes in executive and director positions can signal shifts in company strategy, governance, or operational focus, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in leadership and material agreements can introduce uncertainty and potential strategic shifts that may affect the company's future performance.

Key Players & Entities

• International Money Express, Inc. (company) — Registrant
• August 10, 2025 (date) — Date of earliest event reported
• Fintech Acquisition Corp. II (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common stock ($0.0001 par value) IMXI The Nasdaq Capital
• $16.00 — t to receive an amount in cash equal to $16.00 per share, without interest (the " Merg
• $27,300,000 — the Company a termination fee equal to $27,300,000, and (ii) the Company, under specified
• $19,800,000 — o pay Parent a termination fee equal to $19,800,000. Other Terms of the Merger Agreement
• $1,000,000 — der the Retention Program: Robert Lisy, $1,000,000; Andras Bende, $525,000; Joseph Aguilar
• $525,000 — Robert Lisy, $1,000,000; Andras Bende, $525,000; Joseph Aguilar, $300,000; and Christop
• $300,000 — Andras Bende, $525,000; Joseph Aguilar, $300,000; and Christopher Hunt, $475,000. If (x)
• $475,000 — guilar, $300,000; and Christopher Hunt, $475,000. If (x) the Closing occurs prior to the

Filing Documents

• ef20053638_8k.htm (8-K) — 62KB
• ef20053638_ex2-1.htm (EX-2.1) — 611KB
• ef20053638_ex99-1.htm (EX-99.1) — 28KB
• 0001140361-25-029957.txt ( ) — 974KB
• imxi-20250810.xsd (EX-101.SCH) — 4KB
• imxi-20250810_lab.xml (EX-101.LAB) — 21KB
• imxi-20250810_pre.xml (EX-101.PRE) — 16KB
• ef20053638_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement On August 10, 2025, International Money Express, Inc., a Delaware corporation (the " Company "), entered into an Agreement and Plan of Merger (the " Merger Agreement "), by and among the Company, The Western Union Company, a Delaware corporation (" Parent "), and Ivey Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (" Merger Sub "). Pursuant to the Merger Agreement, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the " Merger "), with the Company continuing as the surviving corporation in the Merger and becoming a wholly owned subsidiary of Parent. Capitalized terms used herein without definition have the meanings specified in the Merger Agreement. Merger Consideration On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the " Effective Time "), each share of common stock, par value $0.0001 per share, of the Company (the " Company Common Stock ") issued and outstanding immediately prior to the Effective Time (subject to limited exceptions, such as treasury shares or shares as to which dissenters' rights have been properly exercised in accordance with Delaware law) shall be converted automatically into the right to receive an amount in cash equal to $16.00 per share, without interest (the " Merger Consideration "). Closing Conditions Consummation of the Merger is subject to various customary closing conditions, including: (i) approval of the stockholders of the Company (the " Stockholder Approval "), (ii) the absence of any judgment by any governmental authority of competent jurisdiction or any applicable law that enjoins, restrains or otherwise makes illegal, prevents or prohibits consummation of the Merger (" Restraints "), (iii) the expiration or termination of the applicable waiting period (including any extension thereof) under the Hart-Scott-Rodin

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 9, 2025, the Compensation Committee of the Board adopted a Retention Bonus Program (the " Retention Program ") in order to encourage certain key employees, including certain of the Company's named executive officers, to remain with the Company and continue to contribute to its success through and after the consummation of the Merger (the " Closing " and such date, the " Closing Date ") and, if the Merger is not consummated, to reward the individual for their contributions if they remain with the Company through February 10, 2027 (the " Retention Date "). The Compensation Committee approved the following amounts (the " Retention Bonuses ") payable to the Company's named executive officers under the Retention Program: Robert Lisy, $1,000,000; Andras Bende, $525,000; Joseph Aguilar, $300,000; and Christopher Hunt, $475,000. If (x) the Closing occurs prior to the Retention Date, the Retention Bonuses will be paid out as follows: 50% on or as soon as reasonably practicable following the Closing Date, and 50% on or as soon as reasonably practicable following the six month anniversary of the Closing Date, and (y) the Closing does not occur on or prior to the Retention Date, then the aggregate amount of the Retention Bonus will be paid to each named executive officer listed above in a lump sum on the Retention Date, in each case, subject to continued employment through the applicable payment date; however, if the named executive officer is terminated without cause or due to such named executive officer's death or disability or resignation for good reason (each as defined in the Retention Program), then the named executive officer would receive a payment of the Retention Bonus within thirty (30) days following such termination of employment (reduced by any previously delivered payment of the Retention Bonus

01

Item 7.01. Regulation FD. On August 10, 2025 , the Company and Parent jointly issued a press release announcing the entry into the Merger Agreement. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated by reference herein. The information furnished pursuant to this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of August 10, 2025, by and among International Money Express, Inc., Ivey Merger Sub, Inc. and The Western Union Company. * 99.1 Joint press release, dated August 10, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. Additional Information and Where to Find It This communication relates to a proposed acquisition (the " Transaction ") of International Money Express, Inc. (" Intermex ") by The Western Union Company (" Western Union "). In connection with the Transaction, Intermex will file with the SEC the Proxy Statement, the definitive version of which will be sent or provided to Intermex stockholders. Intermex may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement or any other document which Intermex may file with the SEC. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement (when it is available) and other documents that are filed with the SEC or will be filed with the SEC by Intermex (when they become available) through the website maintained by the SEC at http://www.sec.gov or from Intermex at its website, www.intermexonline.com. Participants in the Solicitation Intermex and certain of its

Forward-Looking Statements

Forward-Looking Statements Certain statements in this communication may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All "estimate," "potential," "predict," "demonstrates," "may," "will," "could," "intend," "shall," "possible," "forecast," "trends," "contemplate," "would," "approximately," "likely," "outlook," "schedule," "pipeline," "expects," "intends," "might,", "assumes," "estimates," "approximately," "shall," "our planning assumptions," "future outlook," "currently," "target," "guidance," and similar and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements, but the absence of these words does not mean that a statement is not forward looking. These forward-looking statements are not guarantees of future performance, conditions or results. Forward-looking the ability of Western Union to integrate and implement its plans, forecasts and other expectations with respect to our business after the completion of the proposed transaction and realize additional opportunities for growth and innovation; (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement; (iv) our ability to impleme

View Full Filing

View this 8-K filing on SEC EDGAR