6-K
Paysafe Ltd (PSFE)
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 May 2026
Commission File No. 001-40302
PAYSAFE LIMITED
(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
Results of Operations
On May 13, 2026, Paysafe Limited issued a press release announcing its financial condition and results of operations for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 6-K.
Resignation of Director; Appointment of New Director
This report on Form 6-K (the “Report”) contains information on changes to the Board of Directors (the "Board") of the Company. Mr. Eli Nagler resigned from his position as a member of the Board effective as of May 8, 2026. Mr. Nagler's resignation is not the result of any disagreement between the Company and him on any matter relating to the Company’s operations, policies or practices.
Effective May 8, 2026, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, appointed Mr. Ignacio Caride to fill the newly vacated directorship.
The information contained in this report and the exhibit 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”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filings made by Paysafe Limited under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Financial Statements and Exhibits
Exhibits
| Exhibit | Description | |
|---|---|---|
| 99.1 | Press Release, dated May 13, 2026 |
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 duly authorized.
| Date: May 13, 2026 | PAYSAFE LIMITED | |
|---|---|---|
| By: | /s/ John Crawford | |
| Name: | John Crawford | |
| Title: | Chief Financial Officer |
EX-99.1
Exhibit 99.1
PAYSAFE REPORTS FIRST QUARTER 2026 RESULTS
London, UK – May 13, 2026 – Paysafe Limited (NYSE: PSFE) today announced financial results for the first quarter of 2026.
| First Quarter 2026 Summary(compared to Q1 2025, unless noted)Revenue of 442.7m increased 10%; net loss of 36.5m or (0.71) per diluted shareOrganic revenue increased 8%Adjusted net income of 21.0m or 0.41 per diluted share, an increase of 21%Adjusted EBITDA of 99.2m, an increase of 4%104.3m net repayments of debt; on track to reach year-end net leverage ratio below 5xReaffirms 2026 guidance: revenue and Adj. EBITDA growth in the range of 5% to 8% and double-digit growth in Adj. EPSWelcomed Ignacio Caride to Paysafe's BoardPublished Paysafe's 2025 Sustainability Report | "We are pleased with our strong start to the year, delivering 10% revenue growth, 21% growth in adjusted EPS, and a reduction in our net leverage ratio to 5.2x in the first quarter. By lifting the experience for both consumers and merchants, Paysafe continues to power key moments across the experience economy. We are seeing momentum from our expansion in Latin America, recent product launches, and strong performance around the Super Bowl. We remain focused on disciplined execution through the use of modern tech, as evidenced by a 13% increase in revenue per employee. These results give us confidence in reaffirming our 2026 guidance."<br><br>Bruce Lowthers, CEO of Paysafe |
|---|
All values are in US Dollars.
First Quarter of 2026 Summary of Consolidated Results
| Three Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| March 31, | ||||||||
| ( in thousands) (unaudited) | 2026 | 2025 | ||||||
| Revenue | $ | 442,723 | $ | 401,000 | ||||
| Gross Profit (excluding depreciation and amortization) | $ | 250,049 | $ | 226,819 | ||||
| Net loss | $ | (36,452 | ) | $ | (19,472 | ) | ||
| Net loss per share - Diluted | $ | (0.71 | ) | $ | (0.33 | ) | ||
| Adjusted EBITDA | $ | 99,238 | $ | 95,170 | ||||
| Adjusted net income | $ | 21,037 | $ | 20,913 | ||||
| Adjusted net income per share - Diluted | $ | 0.41 | $ | 0.34 |
All values are in US Dollars.
For the first quarter of 2026, Paysafe reported revenue of $442.7 million, an increase of 10%, compared to $401.0 million for the first quarter of 2025. Organic revenue growth was 8%, comprised of 7% organic growth from Digital Wallets and 9% organic growth from Merchant Solutions. Digital Wallets benefited from positive momentum and active user growth in Latin America, coupled with strong growth from PaysafeWallet in Europe. In Merchant Solutions, growth was driven by e-commerce, attributable to robust iGaming volumes in North America. First quarter growth was further supported by the company's improved sales efficiency and go-to-market execution, including increased investment in marketing.
Net loss for the first quarter widened to $36.5 million, or ($0.71) per diluted share, compared to $19.5 million, or ($0.33) per diluted share, in the prior year period, mainly reflecting an increase in selling, general and administrative expense. This increase was primarily driven by an increase in share-based compensation of $9.9 million, mainly due to a one-time share award granted to a majority of the company's employees, as well as an increase in credit losses of $9.7 million.
Adjusted net income for the first quarter was $21.0 million, an increase of 1% compared to $20.9 million in the prior year period. Adjusted EPS for the first quarter was $0.41, an increase of 21%, compared to $0.34 in the prior year period, reflecting the benefit of a reduced share count.
Adjusted EBITDA for the first quarter increased 4% to $99.2 million, compared to $95.2 million in the prior year period as revenue growth was partially offset by an increase in selling, general and administrative expenses (excluding share-based compensation).
Movement in foreign exchange rates was favorable to first quarter revenue and Adjusted EBITDA by $18.9 million and $6.3 million, respectively.
First quarter operating cash flow was $63.9 million, compared to $52.5 million in the prior year period, which was mainly driven by increased revenue and an increase in realized foreign exchange gains, partly offset by increased outflows from working capital. Unlevered free cash flow was $66.9 million, compared to $57.3 million in the prior year period.
Summary of Segment Results
| Three Months Ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, | YoY | ||||||||||||
| ( in thousands) (unaudited) | 2026 | 2025 | change | ||||||||||
| Revenue: | |||||||||||||
| Merchant Solutions | $ | 231,293 | $ | 217,786 | 6 | % | |||||||
| Digital Wallets | $ | 216,084 | $ | 187,567 | 15 | % | |||||||
| Intersegment | $ | (4,654 | ) | $ | (4,353 | ) | 7 | % | |||||
| Total Revenue | $ | 442,723 | $ | 401,000 | 10 | % | |||||||
| Adjusted EBITDA: | |||||||||||||
| Merchant Solutions | $ | 28,109 | $ | 29,446 | -5 | % | |||||||
| Digital Wallets | $ | 94,940 | $ | 82,544 | 15 | % | |||||||
| Corporate | $ | (23,811 | ) | $ | (16,820 | ) | 42 | % | |||||
| Total Adjusted EBITDA | $ | 99,238 | $ | 95,170 | 4 | % |
All values are in US Dollars.
Balance Sheet
As of March 31, 2026, total cash and cash equivalents were $257.2 million, total debt was $2.5 billion and net debt was $2.2 billion. Compared to December 31, 2025, total debt decreased by $121.8 million, reflecting net repayments of $104.3 million, as well as fluctuations in the EUR/USD exchange rate, which decreased total debt by $19.9 million.
Full Year 2026 Financial Guidance
| ( in millions, except per share amounts) (unaudited) | Full Year 2026 |
|---|---|
| Revenue | $1,790 - $1,830 |
| Adjusted EBITDA | $449 - $464 |
| Adjusted EPS | $2.12 - $2.32 |
All values are in US Dollars.
Webcast and Conference Call
Paysafe will host a conference call and live audio webcast to discuss the results today at 8:30 a.m. (ET). The webcast and supplemental information can be accessed on the investor relations section of the Paysafe website at ir.paysafe.com. An archive will be available after the conclusion of the live event and will remain available via the same link for one year.
| Webcast | Go to the Investors section of the Paysafe website to listen and view slides |
|---|---|
| Dial in | 877-407-0752 (U.S. toll-free); 201-389-0912 (International) |
Board Appointment and Transition
Ignacio Caride was appointed to Paysafe's Board of Directors, effective as of May 8, 2026. A highly experienced global executive, Caride brings more than two decades of leadership across digital commerce, payments, and large‑scale retail operations, including senior roles at Walmart and MercadoLibre, with deep expertise in Latin America. His background spans ecommerce, omnichannel strategy, and fintech innovation at scale, further strengthening Paysafe’s leadership as it continues to expand across high‑growth, digital‑first markets. Caride’s full biography is available at https://www.paysafe.com/en/about/board-of-directors/ignacio-caride/.
Eli Nagler has stepped down from Paysafe's Board effective May 8, 2026. “We sincerely thank Eli for his valuable contributions and dedication to Paysafe,” said Bruce Lowthers, CEO of Paysafe. “His insight and support have played an important role in the company’s evolution, and we are grateful for his service.”
2025 Sustainability Report
Paysafe also released its 2025 Sustainability Report, marking continued progress across its environmental, social, and governance priorities as the company celebrates its 30th anniversary. The report highlights advancements in reducing Scope 1 and 2 GHG emissions by 49% from our 2023 baseline, strengthening employee training and AI adoption, with every employee completing at least 10 hours of AI training, and expanding community impact through Paysafe Giving. The report also reflects external recognition of Paysafe’s sustainability efforts through awards from organizations including Forbes and the American Business Awards. The full 2025 Sustainability Report is available at https://www.paysafe.com/en/about/sustainability/.
About Paysafe
Paysafe is a global payments platform powering the experience economy, with a strong focus on the iGaming, video gaming, e-commerce, online trading, retail, travel and hospitality sectors. With 30 years of expertise in payment technology, Paysafe helps businesses and consumers lift every experience through seamless, secure payment solutions, including card payments, digital wallets such as Skrill, eCash solutions like PaysafeCard, and a suite of local payment methods. With approximately 2,800 employees across 12 countries and annualized transactional volume of $167 billion in 2025, Paysafe connects people and businesses worldwide through innovative digital payment experiences.
Contacts
Media
Nilce Piccinini
Paysafe
+1 (281) 895-5954
Investors
Kirsten Nielsen
Paysafe
+1 (646) 901-3140
Forward-looking Statements
This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Paysafe Limited’s (“Paysafe,” “PSFE,” the “Company,” “we,” “us,” or “our”) actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “anticipate,” “appear,” “approximate,” “believe,” “budget,” “continue,” “could,” “estimate,” “expect,” “forecast,” “foresee,” “guidance,” “intends,” “likely,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” "will," “would” and variations of such words and similar expressions (or the negative version of such words or expressions) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, without limitation, Paysafe’s expectations with respect to future performance.
These forward-looking statements involve significant risks, uncertainties, and events that may cause the actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. While the company believes its assumptions concerning future events are reasonable, a number of factors could cause actual results to differ materially from those projected, including, but not limited to: cyberattacks and security vulnerabilities; complying with and changes in money laundering regulations, financial services regulations, cryptocurrency regulations, consumer and business privacy and data use regulations or other regulations in Bermuda, the UK, Ireland, Switzerland, the United States, Canada and elsewhere; risks related to our focus on specialized and high-risk verticals; geopolitical events and the economic and other impacts of such geopolitical events and the responses of governments around the world; acts of war and terrorism; the effects of global economic uncertainties, including inflationary pressure and rising interest rates, on consumer and business spending; risks associated with foreign currency exchange rate fluctuations; changes in our relationships with banks, payment card networks, issuers and financial institutions; risk related to processing online payments for merchants and customers engaged in the online gambling and foreign exchange trading sectors; risks related to becoming an unwitting party to fraud or being deemed to be handling proceeds resulting from the criminal activity by customers; the effects of chargebacks, merchant insolvency and consumer deposit settlement risk; changes to our continued financial institution sponsorships; failure to hold, safeguard or account accurately for merchant or customer funds; risks related to the availability, integrity and security of internal and external IT transaction processing systems and services; our ability to manage regulatory and litigation risks, and the outcome of legal and regulatory proceedings; failure of fourth parties to comply with contractual obligations; changes and compliance with payment card network operating rules; substantial and increasingly intense competition worldwide in the global payments industry; risks related to developing and maintaining effective internal controls over financial reporting; managing our growth effectively, including growing our revenue pipeline; any difficulties maintaining a
strong and trusted brand; keeping pace with rapid technological developments; risks associated with the significant influence of our principal shareholders; the effect of regional epidemics or a global pandemic on our business; and other factors included in the “Risk Factors” in our Form 20-F and in other filings we make with the SEC, which are available at https://www.sec.gov. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made.
The company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with respect thereto or any change in events.
Paysafe Limited Condensed Consolidated Statements of Operations (unaudited)
| Three Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| March 31, | ||||||||
| ( in thousands) | 2026 | 2025 | ||||||
| Revenue | $ | 442,723 | $ | 401,000 | ||||
| Cost of services (excluding depreciation and amortization) | 192,674 | 174,181 | ||||||
| Selling, general and administrative | 168,864 | 139,790 | ||||||
| Depreciation and amortization | 70,353 | 68,269 | ||||||
| Impairment expense on goodwill and intangible assets | 152 | 1,282 | ||||||
| Restructuring and other costs | 8,841 | 7,785 | ||||||
| Loss / (gain) on disposal of subsidiary and other assets, net | 758 | (626 | ) | |||||
| Operating income | 1,081 | 10,319 | ||||||
| Other income, net | 4,294 | 823 | ||||||
| Interest expense, net | (33,846 | ) | (33,673 | ) | ||||
| Loss before taxes | (28,471 | ) | (22,531 | ) | ||||
| Income tax expense / (benefit) | 7,981 | (3,059 | ) | |||||
| Net loss | $ | (36,452 | ) | $ | (19,472 | ) | ||
| Net loss per share – basic | $ | (0.71 | ) | $ | (0.33 | ) | ||
| Net loss per share – diluted | $ | (0.71 | ) | $ | (0.33 | ) | ||
| Net loss | $ | (36,452 | ) | $ | (19,472 | ) | ||
| Other comprehensive income / (loss), net of tax of 0: | ||||||||
| (Loss) / gain on foreign currency translation | (7,318 | ) | 4,076 | |||||
| Total comprehensive loss | $ | (43,770 | ) | $ | (15,396 | ) |
All values are in US Dollars.
Paysafe Limited Consolidated Net Loss per share
| Three Months Ended | |||||||
|---|---|---|---|---|---|---|---|
| March 31, | |||||||
| 2026 | 2025 | ||||||
| Numerator ( in thousands) | |||||||
| Net loss - basic | $ | (36,452 | ) | $ | (19,472 | ) | |
| Net loss - diluted | $ | (36,452 | ) | $ | (19,472 | ) | |
| Denominator (in millions) | |||||||
| Weighted average shares – basic | 51.2 | 59.8 | |||||
| Weighted average shares – diluted | 51.2 | 59.8 | |||||
| Net loss per share | |||||||
| Basic | $ | (0.71 | ) | $ | (0.33 | ) | |
| Diluted | $ | (0.71 | ) | $ | (0.33 | ) |
All values are in US Dollars.
Paysafe Limited Condensed Consolidated Balance Sheets (unaudited)
| ( in thousands) | March 31, 2026 | December 31, 2025 | ||||||
|---|---|---|---|---|---|---|---|---|
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 257,210 | $ | 250,168 | ||||
| Customer accounts and other restricted cash | 984,693 | 1,095,120 | ||||||
| Accounts receivable, net of allowance for credit losses of 14,508 and 9,499, respectively | 158,409 | 138,356 | ||||||
| Settlement receivables, net of allowance for credit losses of 4,529 and 4,524, respectively | 152,860 | 150,727 | ||||||
| Prepaid expenses and other current assets | 111,865 | 113,733 | ||||||
| Derivative assets - current | - | 597 | ||||||
| Contingent consideration receivable – current | 1,724 | 1,498 | ||||||
| Total current assets | 1,666,761 | 1,750,199 | ||||||
| Deferred tax assets | 14,176 | 14,176 | ||||||
| Property, plant and equipment, net | 26,582 | 28,351 | ||||||
| Operating lease right-of-use assets | 37,760 | 40,278 | ||||||
| Derivative asset - non-current | 372 | — | ||||||
| Intangible assets, net | 832,891 | 874,050 | ||||||
| Goodwill | 2,060,655 | 2,076,347 | ||||||
| Contingent consideration receivable – non-current | 2,281 | 3,312 | ||||||
| Other assets – non-current | 16,902 | 16,920 | ||||||
| Total non-current assets | 2,991,619 | 3,053,434 | ||||||
| Total assets | $ | 4,658,380 | $ | 4,803,633 | ||||
| Liabilities and equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable and other liabilities | $ | 246,072 | $ | 209,430 | ||||
| Short-term debt | 10,190 | 10,190 | ||||||
| Funds payable and amounts due to customers | 1,154,321 | 1,181,913 | ||||||
| Operating lease liabilities – current | 9,428 | 9,016 | ||||||
| Income taxes payable | 4,765 | 478 | ||||||
| Contingent consideration payable – current | 1,517 | 1,517 | ||||||
| Liability for share-based compensation – current | 10,107 | 1,328 | ||||||
| Total current liabilities | 1,436,400 | 1,413,872 | ||||||
| Non-current debt | 2,483,241 | 2,605,038 | ||||||
| Operating lease liabilities – non-current | 30,451 | 33,814 | ||||||
| Deferred tax liabilities | 89,792 | 92,472 | ||||||
| Derivative financial liabilities – non-current | 10 | 858 | ||||||
| Liability for share-based compensation – non-current | 811 | 1,100 | ||||||
| Contingent consideration payable – non-current | 1,442 | 1,442 | ||||||
| Total non-current liabilities | 2,605,747 | 2,734,724 | ||||||
| Total liabilities | 4,042,147 | 4,148,596 | ||||||
| Commitments and contingent liabilities | ||||||||
| Total shareholders' equity | 616,233 | 655,037 | ||||||
| Total liabilities and shareholders' equity | $ | 4,658,380 | $ | 4,803,633 |
All values are in US Dollars.
Paysafe Limited Condensed Consolidated Statements of Cash Flow (unaudited)
| Three Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| March 31, | ||||||||
| ( in thousands) | 2026 | 2025 | ||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (36,452 | ) | $ | (19,472 | ) | ||
| Adjustments for non-cash items: | ||||||||
| Depreciation and amortization | 70,353 | 68,665 | ||||||
| Unrealized foreign exchange gain | (3,156 | ) | (5,169 | ) | ||||
| Deferred tax benefit | (1,798 | ) | (12,129 | ) | ||||
| Interest expense, net | 9,221 | 7,767 | ||||||
| Share-based compensation | 18,053 | 8,141 | ||||||
| Other income, net | (443 | ) | (809 | ) | ||||
| Impairment expense on goodwill and intangible assets | 152 | 1,282 | ||||||
| Allowance for credit losses and other | 17,102 | 7,571 | ||||||
| Loss / (gain) on disposal of subsidiary and other assets, net | 758 | (626 | ) | |||||
| Non-cash lease expense | 2,354 | 2,336 | ||||||
| Movements in working capital: | ||||||||
| Accounts receivable, net | (35,336 | ) | (4,232 | ) | ||||
| Prepaid expenses, other current assets, and related party receivables | (2,840 | ) | (9,186 | ) | ||||
| Accounts payable, other liabilities, and related party payables | 23,345 | 5,809 | ||||||
| Income tax payable / receivable | 2,553 | 2,531 | ||||||
| Net cash flows from operating activities | 63,866 | 52,479 | ||||||
| Cash flows in investing activities | ||||||||
| Purchase of property, plant & equipment | (519 | ) | (4,329 | ) | ||||
| Purchase of merchant portfolios | (6,503 | ) | — | |||||
| Other intangible asset expenditures | (21,032 | ) | (22,892 | ) | ||||
| Disposal of subsidiaries | — | 1,948 | ||||||
| Receipts under derivative financial instruments | 604 | 1,312 | ||||||
| Cash outflow for merchant reserves | (3,277 | ) | — | |||||
| Cash inflow from merchant reserves | 6,095 | — | ||||||
| Other investing activities, net | — | 68 | ||||||
| Net cash flows used in investing activities | (24,632 | ) | (23,893 | ) | ||||
| Cash flows from financing activities | ||||||||
| Repurchases of shares withheld for taxes | (11 | ) | (560 | ) | ||||
| Proceeds from employee share purchase plan | 348 | 540 | ||||||
| Purchase of treasury shares | (4,834 | ) | (9,998 | ) | ||||
| Settlement funds - merchants and customers, net | (17,900 | ) | (134,041 | ) | ||||
| Proceeds from loans and borrowings | 56,861 | — | ||||||
| Repayments of loans and borrowings | (161,143 | ) | (22,839 | ) | ||||
| Proceeds under line of credit | 210,000 | 197,000 | ||||||
| Repayments under line of credit | (210,000 | ) | (201,000 | ) | ||||
| Contingent consideration paid | — | (6,476 | ) | |||||
| Other financing activities | — | 300 | ||||||
| Net cash flows used in financing activities | (126,679 | ) | (177,074 | ) | ||||
| Effect of foreign exchange rate changes | (15,940 | ) | 39,144 | |||||
| Decrease in cash and cash equivalents, including customer accounts and other restricted cash during the period | $ | (103,385 | ) | $ | (109,344 | ) | ||
| Cash and cash equivalents, including customer accounts and other restricted cash at beginning of the period | 1,345,288 | 1,298,579 | ||||||
| Cash and cash equivalents at end of the period, including customer accounts and other restricted cash | $ | 1,241,903 | $ | 1,189,235 |
All values are in US Dollars.
| Three Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash and cash equivalents | $ | 257,210 | $ | 234,339 | ||||
| Customer accounts and other restricted cash, net | 984,693 | 954,896 | ||||||
| Total cash and cash equivalents, including customer accounts and other restricted cash, net | $ | 1,241,903 | $ | 1,189,235 |
Non-GAAP Financial Measures
To supplement the company’s condensed consolidated financial statements presented in accordance with generally accepted accounting principles, or GAAP, the company uses non-GAAP measures of certain components of financial performance. This includes organic revenue growth, Gross Profit (excluding depreciation and amortization), Adjusted EBITDA, Unlevered free cash flow, Adjusted net income, Adjusted net income per share, and Net leverage which are supplemental measures that are not required by, or presented in accordance with, accounting principles generally accepted in the United States (“U.S. GAAP”).
Organic revenue growth is defined as growth excluding the impact of foreign currency fluctuations, revenue from interest on consumer deposits, acquisitions, and dispositions. Management believes organic revenue growth to be useful to users of our financial data because it enables them to better understand underlying revenue growth from period to period excluding the impact of these non-organic items.
Gross Profit (excluding depreciation and amortization) is defined as revenue less cost of services (excluding depreciation and amortization). Management believes Gross Profit to be a useful profitability measure to assess the performance of our businesses and ability to manage cost.
Adjusted EBITDA is defined as net income/(loss) before the impact of income tax (benefit)/expense, interest expense, net, depreciation and amortization, share-based compensation, impairment expense on goodwill and other assets, restructuring and other costs, loss/(gain) on disposal of a subsidiaries and other assets, net, and other income/(expense), net. These adjustments also include certain costs and transaction items that are not reflective of the underlying operating performance of the company. Management believes Adjusted EBITDA to be a useful profitability measure to assess the performance of our businesses and improves the comparability of operating results across reporting periods.
Adjusted net income excludes the impact of certain non-operational and non-cash items. Adjusted net income is defined as net income/(loss) attributable to the company before the impact of other non-operating income / (expense), net, impairment expense on goodwill and other assets, restructuring and other costs, accelerated amortization of debt fees, amortization of acquired assets, loss/(gain) on disposal of subsidiaries and other assets, share-based compensation, discrete tax items and the income tax (benefit)/expense on these non-GAAP adjustments. Adjusted net income per share is adjusted net income as defined above divided by adjusted weighted average dilutive shares outstanding. Management believes the removal of certain non-operational and non-cash items from net income enhances shareholders' ability to evaluate the company’s business performance and profitability by improving comparability of operating results across reporting periods.
Unlevered free cash flow is defined as net cash flows provided by/used in operating activities, adjusted for the impact of capital expenditure, payments relating to restructuring and other costs and cash paid for interest. Capital expenditure includes purchases of property plant & equipment and purchases of other intangible assets, including software development costs. Capital expenditure does not include purchases of merchant portfolios. Management believes unlevered free cash flow to be a liquidity measure that provides useful information about the amount of cash generated by the business.
Net leverage is defined as net debt (gross debt less cash and cash equivalents) divided by the last twelve months Adjusted EBITDA. Management believes net leverage is a useful measure of the company's credit position and progress towards leverage targets.
Management believes the presentation of these non-GAAP financial measures, including Gross Profit, Adjusted EBITDA, Unlevered free cash flow, Adjusted net income, Adjusted net income per share, and Net leverage when considered together with the company’s results presented in accordance with GAAP, provide users with useful supplemental information in comparing the operating results across reporting periods by excluding items that are not considered indicative of Paysafe’s core operating performance. In addition, management believes the presentation of these non-GAAP financial measures provides useful
supplemental information in assessing the company’s results on a basis that fosters comparability across periods by excluding the impact on the company’s reported GAAP results of acquisitions and dispositions that have occurred in such periods. However, these non-GAAP measures exclude items that are significant in understanding and assessing Paysafe’s financial results or position.
Therefore, these measures should not be considered in isolation or as alternatives to revenue, net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP.
You should be aware that Paysafe’s presentation of these measures may not be comparable to similarly titled measures used by other companies. In addition, the forward-looking non-GAAP financial measure of Adjusted EBITDA provided herein have not been reconciled to the comparable GAAP measure due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations. We have reconciled the historical non-GAAP financial measures presented herein to their most directly comparable GAAP financial measures. A reconciliation of our forward-looking non-GAAP financial measures to their most directly comparable GAAP financial measures cannot be provided without unreasonable effort because of the inherent difficulty of accurately forecasting the occurrence and financial impact of the adjusting items necessary for such reconciliations that have not yet occurred, are out of our control, or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information, which could be material to future results.
Reconciliation of GAAP Net Loss to Adjusted EBITDA
| Three Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| March 31, | ||||||||
| ( in thousands) | 2026 | 2025 | ||||||
| Net loss | $ | (36,452 | ) | $ | (19,472 | ) | ||
| Income tax expense / (benefit) | 7,981 | (3,059 | ) | |||||
| Interest expense, net | 33,846 | 33,673 | ||||||
| Depreciation and amortization | 70,353 | 68,269 | ||||||
| Share-based compensation expense | 18,053 | 8,141 | ||||||
| Impairment expense on goodwill and intangible assets | 152 | 1,282 | ||||||
| Restructuring and other costs | 8,841 | 7,785 | ||||||
| Loss / (gain) on disposal of subsidiaries and other assets, net | 758 | (626 | ) | |||||
| Other income, net | (4,294 | ) | (823 | ) | ||||
| Adjusted EBITDA | $ | 99,238 | $ | 95,170 |
All values are in US Dollars.
Reconciliation of Revenue to Non-GAAP Organic Revenue
| Three Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| March 31, | ||||||||
| ( in thousands) | 2026 | 2025 | ||||||
| Revenue | $ | 442,723 | $ | 401,000 | ||||
| Currency adjustment (1) | (18,850 | ) | — | |||||
| Interest revenue adjustment (2) | (3,443 | ) | (5,519 | ) | ||||
| Disposal adjustments (3) | — | (5,213 | ) | |||||
| Organic revenue (4) | $ | 420,430 | $ | 390,268 |
All values are in US Dollars.
- This adjustment eliminates the impact of foreign exchange on revenue.
- This adjustment eliminates the impact of revenue from interest on consumer deposits adjusted to exclude the effect of any fluctuations in foreign exchange rates.
- This adjustment eliminates all revenue generated from the direct marketing payments processing business line that was disposed of during the first quarter of 2025.
- Organic revenue is defined as revenues in the stated period excluding the impact from acquisitions, dispositions, foreign currency fluctuations and interest revenue on consumer deposits. For dispositions, the pre-disposition results are excluded from the organic revenue calculations. There were no acquisitions requiring adjustments in the stated periods. Reported revenue growth and organic revenue growth for the three months ended March 31, 2026 was 10% and 8%, respectively. Organic revenue growth is measured as the change in organic revenue for the current period, divided by organic revenue from the prior period.
Reconciliation of Revenue to Non-GAAP Organic Revenue by Segment
Merchant Solutions
| Three Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| March 31, | ||||||||
| ( in thousands) | 2026 | 2025 | ||||||
| Revenue | $ | 231,293 | $ | 217,786 | ||||
| Currency adjustment (1) | (486 | ) | — | |||||
| Interest revenue adjustment (2) | (338 | ) | (459 | ) | ||||
| Disposal adjustments (3) | — | (5,213 | ) | |||||
| Organic revenue (4) | $ | 230,469 | $ | 212,114 |
All values are in US Dollars.
Digital Wallets
| Three Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| March 31, | ||||||||
| ( in thousands) | 2026 | 2025 | ||||||
| Revenue | $ | 216,084 | $ | 187,567 | ||||
| Currency adjustment (1) | (18,364 | ) | — | |||||
| Interest revenue adjustment (2) | (3,105 | ) | (5,060 | ) | ||||
| Organic revenue (4) | $ | 194,615 | $ | 182,507 |
All values are in US Dollars.
- This adjustment eliminates the impact of foreign exchange on revenue.
- This adjustment eliminates the impact of revenue from interest on consumer deposits adjusted to exclude the effect of any fluctuations in foreign exchange rates.
- This adjustment eliminates all revenue generated from the direct marketing payments processing business line that was disposed of during the first quarter of 2025.
- Organic revenue is defined as revenues in the stated period excluding the impact from acquisitions, dispositions, foreign currency fluctuations and interest revenue on consumer deposits. For dispositions, the pre-disposition results are excluded from the organic revenue calculations. There were no acquisitions requiring adjustments in the stated periods. Reported revenue growth and organic revenue growth for the three months ended March 31, 2026 was 15% and 7%, respectively, for the Digital Wallets segment, and was 6% and 9%, respectively, for the Merchant Solutions segment. Organic revenue growth is measured as the change in organic revenue for the current period, divided by organic revenue from the prior period.
Reconciliation of Operating Cash Flow to Non-GAAP Unlevered Free Cash Flow
| Three Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| March 31, | ||||||||
| ( in thousands) | 2026 | 2025 | ||||||
| Net cash inflows from operating activities | $ | 63,866 | $ | 52,479 | ||||
| Capital expenditure | (21,551 | ) | (27,221 | ) | ||||
| Cash paid for interest | 24,625 | 25,906 | ||||||
| Payments relating to Restructuring and other costs | - | 6,181 | ||||||
| Unlevered Free Cash Flow | $ | 66,940 | $ | 57,345 |
All values are in US Dollars.
Reconciliation of GAAP Gross Profit to Non-GAAP Gross Profit (excluding depreciation and amortization)
| Three Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| March 31, | ||||||||
| ( in thousands) | 2026 | 2025 | ||||||
| Revenue | $ | 442,723 | $ | 401,000 | ||||
| Cost of services (excluding depreciation and amortization) | 192,674 | 174,181 | ||||||
| Depreciation and amortization | 70,353 | 68,269 | ||||||
| Gross Profit (1) | $ | 179,696 | $ | 158,550 | ||||
| Depreciation and amortization | 70,353 | 68,269 | ||||||
| Gross Profit (excluding depreciation and amortization) | $ | 250,049 | $ | 226,819 |
All values are in US Dollars.
- Gross Profit has been calculated as revenue, less cost of services and depreciation and amortization. Gross profit is not presented within the company's consolidated financial statements.
Reconciliation of GAAP Net Loss to Adjusted Net Income
| Three Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| March 31, | ||||||||
| ( in thousands) | 2026 | 2025 | ||||||
| Net loss | $ | (36,452 | ) | $ | (19,472 | ) | ||
| Other non operating (income) / expense, net (1) | (3,700 | ) | 564 | |||||
| Impairment expense on goodwill and intangible assets | 152 | 1,282 | ||||||
| Amortization of acquired assets (2) | 32,494 | 33,268 | ||||||
| Restructuring and other costs | 8,841 | 7,785 | ||||||
| Loss / (gain) on disposal of subsidiaries and other assets, net | 758 | (626 | ) | |||||
| Share-based compensation expense | 18,053 | 8,141 | ||||||
| Discrete tax items (3) | 13,709 | 3,430 | ||||||
| Income tax expense on non-GAAP adjustments (4) | (12,818 | ) | (13,459 | ) | ||||
| Adjusted net income | $ | 21,037 | $ | 20,913 | ||||
| (in millions) | ||||||||
| Weighted average shares - diluted | 51.2 | 59.8 | ||||||
| Adjusted diluted impact | 0.3 | 1.5 | ||||||
| Adjusted weighted average shares - diluted | 51.5 | 61.3 |
All values are in US Dollars.
- Other non-operating (income) / expense, net primarily consists of income and expenses outside of the company's operating activities, including, fair value gain / loss on warrant liabilities and derivatives, gain / loss on repurchases of debt, gain / loss on foreign exchange and the release of certain provisions.
- Amortization of acquired asset represents amortization expense on the fair value of intangible assets acquired through various Company acquisitions, including brands, customer relationships, software and merchant portfolios.
- Discrete tax items mainly represent (a) valuation allowance expense recorded on deferred tax assets representing $14,661 and $3,801 for the three months ended March 31, 2026 and 2025, respectively (b) discrete tax expense on share-based compensation, which would not have been incurred as share-based compensation expense is removed from adjusted net income, of $416 and $0 for the three months ended March 31, 2026 and 2025, respectively. The remaining discrete tax items mainly relate to the movement in uncertain tax provisions relating to prior years.
- Income tax expense on non-GAAP adjustments reflects the tax expense on each taxable adjustment using the current statutory tax rate of the applicable jurisdiction specific to that adjustment.
Adjusted Net Income per Share
| Three Months Ended | |||||||
|---|---|---|---|---|---|---|---|
| March 31, | |||||||
| 2026 | 2025 | ||||||
| Numerator ( in thousands) | |||||||
| Adjusted net income - basic | $ | 21,037 | $ | 20,913 | |||
| Adjusted net income - diluted | $ | 21,037 | $ | 20,913 | |||
| Denominator (in millions) | |||||||
| Weighted average shares – basic | 51.2 | 59.8 | |||||
| Adjusted weighted average shares – diluted (1) | 51.5 | 61.3 | |||||
| Adjusted net income per share | |||||||
| Basic | $ | 0.41 | $ | 0.35 | |||
| Diluted | $ | 0.41 | $ | 0.34 |
All values are in US Dollars.
- The denominator used in the calculation of diluted adjusted net income per share for the three months ended March 31, 2026 and 2025 includes the dilutive effect of the company's restricted stock units.