CoreCard Corp to be Acquired by Warburg Pincus Affiliate

TL;DR

CoreCard is getting bought by Warburg Pincus, going private in Q1 2026.

AI Summary

CoreCard Corporation (CoreCard) announced on October 30, 2025, that it has entered into a definitive agreement to be acquired by an affiliate of Warburg Pincus. The transaction is expected to close in the first quarter of 2026, subject to customary closing conditions. CoreCard's common stock will cease trading on the NYSE upon closing.

Why It Matters

This acquisition by a private equity firm signals a significant shift for CoreCard, potentially leading to changes in its strategic direction and operational focus away from public market scrutiny.

Risk Assessment

Risk Level: medium — The acquisition introduces risks related to deal completion, integration, and potential changes in business strategy under new ownership.

Key Players & Entities

• CoreCard Corporation (company) — Company being acquired
• Warburg Pincus (company) — Acquiring entity's affiliate
• October 30, 2025 (date) — Date of the announcement
• First quarter of 2026 (date) — Expected closing period of the acquisition

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock , $0.01 par value per share CCRD New York St
• $0.02 — ") of Euronet's common stock, par value $0.02 per share (the " Euronet Common Stock "

Filing Documents

• ins20251029_8k.htm (8-K) — 44KB
• ex_879077.htm (EX-3.1) — 17KB
• ex_879037.htm (EX-3.2) — 85KB
• 0001437749-25-032421.txt ( ) — 298KB
• ccrd-20251030.xsd (EX-101.SCH) — 3KB
• ccrd-20251030_def.xml (EX-101.DEF) — 12KB
• ccrd-20251030_lab.xml (EX-101.LAB) — 15KB
• ccrd-20251030_pre.xml (EX-101.PRE) — 12KB
• ins20251029_8k_htm.xml (XML) — 3KB

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On October 30, 2025, the Merger was completed and the Company became a wholly owned subsidiary of Euronet. At the effective time of the Merger (the " Effective Time "), each issued and outstanding share of Company common stock, par value $0.01 per share (collectively, the " Company Common Stock ") (other than such shares owned by the Company, Euronet or Merger Sub or owned by any wholly owned subsidiary of Euronet (other than Merger Sub) or of the Company was automatically converted into the right to receive (i) 0.3142 shares (the "Exchange Ratio") of Euronet's common stock, par value $0.02 per share (the " Euronet Common Stock ") and (ii) any cash payable in lieu of fractional shares, without interest and subject to any applicable withholding taxes (collectively, the " Per Share Merger Consideration "). In addition, pursuant to the Merger Agreement, at the Effective Time: each outstanding and unvested Company restricted stock unit (" RSU ") award became vested and was automatically converted into the right to receive the Per Share Merger Consideration in respect of each share of Company Common Stock subject to such Company RSU; and each Company stock option that was outstanding and unexercised immediately prior to the Effective Time became fully vested and exercisable, and was automatically terminated, and was converted into the right to receive an amount in cash in respect of each share subject thereto equal to the excess of (x) the product of the Exchange Ratio multiplied by the volume weighted average price per share of Euronet Common Stock the NASDAQ Global Select Market (" Nasdaq ") for the fifteen consecutive trading days ending on, and including, the second full trading day prior to the Effective Time over (y) the per share exercise price. The description of the Merger and the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to, and qualified in i

01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. 2 On October 30, 2025, the Company notified the New York Stock Exchange (" NYSE ") that the Merger had been consummated and requested that the NYSE suspend trading of Company Common Stock on the NYSE after the closing of trading on October 30, 2025. The Company also requested that the NYSE file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of all shares of Company Common Stock from the NYSE, as well as the deregistration of the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (" Exchange Act "). As a result, the Company Common Stock will no longer be listed on the NYSE. In addition, the Company intends to file with the SEC a certification on Form 15, requesting the termination of registration of the Company Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Company Common Stock.

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. The information set forth in Item 2.01, Item 3.01, Item 5.01, Item 5.02 and Item 5.03 is incorporated by reference into this Item 3.03. At the Effective Time, each holder of Company Common Stock immediately prior to the Effective Time ceased to have any rights as a shareholder of the Company other than the right to receive the Per Share Merger Consideration pursuant to the Merger Agreement.

01. Changes in Control of Registrant

Item 5.01. Changes in Control of Registrant. The information set forth in the Introductory Note and in Items 2.01, 3.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. As a result of the consummation of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Euronet. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02. Pursuant to the Merger Agreement, at the Effective Time, the members of the Board of Directors of the Company immediately prior to the Effective Time ceased to be directors of the Company, and Rick Weller and Adam Godderz were appointed as directors of the Company. At the Effective Time, the officers of the Company immediately prior to the Effective Time ceased to be officers of the Company, and Rick Weller became the President of the Company and Adam Godderz became the Secretary of the Company.

03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. Pursuant to the Merger Agreement, at the Effective Time, the amended and restated articles of incorporation of the Company and the amended and restated bylaws of the Company were amended and restated in their entirety. Copies of the Company's amended and restated articles of incorporation and amended and restated bylaws are included as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, each of which is incorporated by reference herein. 3

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description of Exhibit 2.1 Agreement and Plan of Merger by and among Euronet Worldwide, Inc., Genesis Merger Inc., and CoreCard Corporation dated July 30, 2025 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 30, 2025). 3.1 CoreCard Corporation Amended and Restated Articles of Incorporation 3.2 CoreCard Corporation Amended and Restated Bylaws 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4 SIGNATURE 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. Date: October 30, 2025 CORECARD CORPORATION (Registrant) /s/ Matthew A. White By: Title: Matthew A. White Chief Financial Officer 5

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