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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

(Exact name of registrant as specified in its charter)

Not Applicable

(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

Financial Statements

This report contains Paysafe Limited’s (“the Company”) Unaudited Condensed Consolidated Financial Statements as of March 31, 2026, including Management’s Discussion and Analysis of Financial Condition and Results of Operations for the period presented therein.

Incorporation by Reference

This Report shall be deemed to be incorporated by reference into our Registration Statement on Form S-8 (File No. 333-256692), Registration Statement on Form S-8 (File No. 333-270582), Registration Statement on Form S-8 (File No. 333-279401) and Registration Statement on Form F-3 (File No. 333-263910), and to be a part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibits


Exhibit		Description

101.INS		Inline XBRL Instance Document*
101.SCH		Inline XBRL Taxonomy Extension Schema Document*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)*

*Filed herewith

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.


	Paysa
	PAYSAFE LIMITED


	By:	/s/ John Crawford
	Name:	John Crawford
	Title:	Chief Financial Officer

Date: May 13, 2026

TABLE OF CONTENTS


1.	Condensed Consolidated Interim Financial Statements (Unaudited) – March 31, 2026	F-1

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1

INDEX TO FINANCIAL STATEMENTS


Paysafe Limited Condensed Consolidated Financial Statements (Unaudited)	Page No.
Condensed Consolidated Statements of Comprehensive Loss	F-2
Condensed Consolidated Statements of Financial Position	F-3
Condensed Consolidated Statements of Shareholders’ Equity	F-4
Condensed Consolidated Statements of Cash Flows	F-5
Notes to the Condensed Consolidated Financial Statements	F-7

F-1

Paysafe Limited

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)


	For the three months ended March 31,
	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 other assets		152			1,282
Restructuring and other costs		8,841			7,785
Loss / (gain) on disposal of subsidiaries 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, net of tax of $0:
(Loss) / income on foreign currency translation		(7,318	)		4,076
Total comprehensive loss	$	(43,770	)	$	(15,396	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-2

Paysafe Limited

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited)


	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 financial 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 financial assets – 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 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 liabilities		4,042,147			4,148,596
Commitments and contingent liabilities
Shareholders' equity
Common shares - $0.012 par value; 1,600,000,000 shares authorized; 63,805,668 shares issued and 51,252,865 outstanding as of March 31, 2026 and 63,676,383 shares issued and 51,676,354 outstanding as of December 31, 2025		766			764
Additional paid in capital		3,232,537			3,222,985
Accumulated deficit		(2,456,654	)		(2,420,061	)
Treasury shares - at cost; 12,552,803 shares as of March 31, 2026 and 12,000,029 shares as of December 31, 2025		(137,212	)		(132,765	)
Accumulated other comprehensive loss		(23,204	)		(15,886	)
Total shareholders' equity		616,233			655,037
Total liabilities and shareholders' equity	$	4,658,380		$	4,803,633

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

Paysafe Limited

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

(U.S. dollars in thousands)


	Common shares		Additional paid in capital			Accumulated deficit			Treasury shares			Accumulated other comprehensive loss			Total Shareholders' equity
December 31, 2025	$	764	$	3,222,985		$	(2,420,061	)	$	(132,765	)	$	(15,886	)	$	655,037
Net loss		-		-			(36,452	)		-			-			(36,452	)
Loss on foreign currency translation, net of tax of $0		-		-			-			-			(7,318	)		(7,318	)
Restricted stock units issued (Note 10)		2		(2	)		-			-			-			-
Share-based compensation		-		9,554			-			-			-			9,554
Common shares repurchased (Note 11)		-		-			-			(4,834	)		-			(4,834	)
Common shares reissued (Note 11)				-			(141	)	387				-			246
March 31, 2026	$	766	$	3,232,537		$	(2,456,654	)	$	(137,212	)	$	(23,204	)	$	616,233


	Common shares		Additional paid in capital			Accumulated deficit			Treasury shares			Accumulated other comprehensive loss			Total Shareholders' equity
December 31, 2024	$	750	$	3,199,119		$	(2,237,534	)	$	(42,586	)	$	(40,488	)	$	879,261
Net loss		-		-			(19,472	)		-			-			(19,472	)
Gain on foreign currency translation, net of tax of $0		-		-			-			-			4,076			4,076
Restricted stock units issued (Note 10)		1		(1	)		-			-			-			-
Share-based compensation		-		7,624			-			-			-			7,624
Common shares repurchased (Note 11)		-		-			-			(9,998	)		-			(9,998	)
Common shares reissued (Note 11)		-		49			-			345			-			394
March 31, 2025	$	751	$	3,206,791		$	(2,257,006	)	$	(52,239	)	$	(36,412	)	$	861,885

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-4

Paysafe Limited

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(U.S. dollars in thousands)


	Three months ended March 31,
	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 other 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 and other current assets		(2,840	)		(9,186	)
Accounts payable and other liabilities		23,345			5,809
Income tax payable / receivable		2,553			2,531
Net cash flows provided by 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 subsidiary		—			1,948
Cash inflow from merchant reserves		6,095			—
Cash outflow from merchant reserves		(3,277	)		—
Receipts under derivative financial instruments		604			1,312
Other investing activities		—			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


	Three months ended March 31,
	2026		2025
Supplemental cash flow disclosures:
Cash paid for interest	$	24,625	$	25,906
Cash paid for income taxes, net	$	7,226	$	6,539

F-5

The table below reconciles cash, cash equivalents, customer accounts and other restricted cash as reported in the unaudited condensed consolidated statement of financial position to the total of the same amounts shown in the unaudited condensed consolidated statement of cash flows:


	Three months ended March 31,
	2026		2025
Cash and cash equivalents	$	257,210	$	234,339
Customer accounts and other restricted cash		984,693		954,896
Total cash and cash equivalents, including customer accounts and other restricted cash	$	1,241,903	$	1,189,235

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-6

Paysafe Limited
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of presentation and summary of significant accounting policies

Description of the Business

In these unaudited condensed consolidated financial statements and related notes, Paysafe Limited, and its consolidated subsidiaries are referred to collectively as “Paysafe,” “we,” “us,” and “the Company” unless the context requires otherwise. Paysafe is a leading global provider of end-to-end payment solutions. Our core purpose is to enable businesses and consumers to connect and transact seamlessly through our payment platforms.

Paysafe Limited was incorporated as an exempted limited company under the laws of Bermuda on November 23, 2020 for purposes of effectuating the merger (the “Transaction”) with Foley Trasimene Acquisition Corp. II (“FTAC”), a special purpose acquisition company that completed its Initial Public Offering (“IPO”) in August 2020, and Pi Jersey 1.5 Limited (“Legacy Paysafe”).

In connection with the Transaction, which was consummated on March 31, 2021, the Company’s common shares and warrants were listed on the New York Stock Exchange under the symbols PSFE and PSFE.WS, respectively. Subsequent to the Transaction, Pi Jersey Topco Limited (“Topco”), funds advised by affiliates of CVC Capital Partners (such funds collectively, “CVC”) and The Blackstone Group Inc. (“Blackstone”) continue to retain ownership in the Company. During the year ended December 31, 2025, the warrants were delisted from trading on the NYSE and the warrants subsequently expired on March 31, 2026.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements for the three months ended March 31, 2026 and the comparative financial information for the three months ended March 31, 2025 and for the year ended December 31, 2025 include the accounts of the Company, and its subsidiaries, based upon information of Paysafe Limited.

All intercompany transactions have been eliminated in consolidation. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the fair statement of the Company’s financial position, results of operations and cash flows have been included.

These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025 on Form 20-F filed on March 3, 2026.

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reported period. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any other interim period.

On February 28, 2025, the Company finalized a definitive agreement to sell substantially all of the assets related to its direct marketing payment processing business line, previously part of the Merchant Solutions segment (See Note 9). The income associated with this business prior to disposal is included in income from continuing operations as the sale of the business did not qualify as discontinued operations.

Disaggregation of Revenue

The Company provides payment solutions through two primary lines of business: Merchant Solutions and Digital Wallets. For each primary source of revenue within these business lines, the Company’s main performance obligation is to stand ready to provide payment services to merchants and consumers. Due to the concentration of economic factors, products and services in each of the business lines, the Company has presented disaggregated revenue at the segment level (See Note 15).

We do not have any material contract balances associated with our contracts with customers as of March 31, 2026 and December 31, 2025. The Company has elected to exclude disclosing any contracts with an original duration of one year or less and any variable consideration that meets specified criteria. The Company’s most significant performance obligations consist of variable consideration

F-7

under a stand-ready series of distinct days of service, which typically represent all or almost all of the total transaction price for the related contract. The variable consideration that will be allocated to future days of service is not required to be disclosed as these days of services are wholly unsatisfied at the Company’s reporting date. The aggregate fixed consideration portion of customer contracts with an initial contract duration greater than one year is not material.

Significant accounting policies

Financial Instruments - Credit Losses

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Estimated Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This update allows entities to elect a practical expedient when developing reasonable and supportable forecasts as part of estimating expected credit losses that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. This update is effective for annual periods beginning after December 15, 2025, and for interim reporting periods within those annual reporting periods, with early adoption permitted. The Company adopted ASU 2025-05 on January 1, 2026 which did not have a material impact on the Company's consolidated financial statements.

There have been no material changes in our significant accounting policies during the three months ended March 31, 2026, except as noted above. A detailed discussion of our significant accounting policies is included within the audited consolidated financial statements for the year ended December 31, 2025 on Form 20-F filed on March 3, 2026.

Accounting Pronouncements not yet Adopted

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which is intended to improve the disclosures about a public business entity's expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. This update requires public business entities to expand disclosures about specific expense categories in the notes to the financial statements, including inventory, employee compensation, depreciation, and intangible asset amortization, among others. This update is effective for annual periods beginning after December 15, 2026 and for interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact of the adoption of this update on the consolidated financial statements.

Intangibles - Goodwill and Other - Internal Use Software

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update removes all references to software development project stages and requires entities to start capitalizing software costs when both of the following occur: (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. This update is effective for annual periods beginning after December 15, 2027, and for interim periods within those annual periods, with early adoption permitted. The Company is evaluating the impact of the adoption of this update on our consolidated financial statements.

The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to the Company.

The Company uses the treasury stock method of calculating diluted net income / (loss) per share. For the three months ended March 31, 2026 we excluded all potentially dilutive restricted stock units and stock options in calculating diluted net income per share as the effect

F-8

was antidilutive (See Note 10). For the three months ended March 31, 2025 we excluded all potentially dilutive restricted stock units, stock options and warrants in calculating diluted net loss per share as the effect was antidilutive.


	For the three months ended March 31,
	2026			2025
Numerator
Net loss - basic	$	(36,452	)	$	(19,472	)
Net loss - diluted	$	(36,452	)	$	(19,472	)

Denominator
Weighted average shares – basic		51,186,206			59,834,256
Weighted average shares – diluted		51,186,206			59,834,256

Net loss per share
Basic	$	(0.71	)	$	(0.33	)
Diluted	$	(0.71	)	$	(0.33	)

3. Taxation

For the three months ended March 31, 2026, we accounted for income taxes by applying an estimated annual effective tax rate to year to date pre-tax book loss, with the effects of any discrete income tax items recognized in the period in which it occurred. For the three months ended March 31, 2025, we utilized the discrete effective tax method as allowed under ASC 740, Income Taxes, to calculate the interim tax provision. The discrete method treats the year to date period as if it was the annual period and determines the income tax expense or benefit on that basis. In the prior period, the use of the discrete method was more appropriate than the annual effective tax rate method as small changes in estimated pre-tax book income or loss would result in significant changes in the estimated annual effective tax rate.

Our effective tax rate for the three months ended March 31, 2026 and 2025 was (28.0%) and 13.6%, respectively. The difference between our effective tax rate and the U.K. statutory rate of 25% for the three months ended March 31, 2026 and 2025 was primarily the result of changes to our valuation allowance related to our recoverability of deferred tax assets on tax losses and restricted interest carryforwards.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred assets will be realized. The ultimate realization of the deferred tax asset is dependent upon generation of future taxable income during the period in which those temporary differences become deductible. Evaluating the need for a valuation allowance for deferred tax assets requires judgment and analysis of all the positive and negative evidence available, including cumulative losses in recent years and projected future taxable income to determine whether all or some portion of the deferred tax assets will not be realized. The Company continues to recognize a valuation on deferred tax assets on tax losses and restricted interest carryforwards in the U.K. and U.S. During the three months ended March 31, 2026, the Company recorded an additional valuation allowance of $9,756 in the U.S. and $4,905 in the U.K.

4. Goodwill

Changes in the carrying amount of goodwill are as follows:


	Merchant Solutions(1)		Digital Wallets (2)			Total
Balance as of December 31, 2025	$	635,044	$	1,441,303		$	2,076,347
Foreign exchange		—		(15,692	)		(15,692	)
Balance as of March 31, 2026	$	635,044	$	1,425,611		$	2,060,655

(1)

Accumulated impairment loss was $1,159,145 as of March 31, 2026 and December 31, 2025 within the Merchant Solutions segment.

(2)

Accumulated impairment loss was $723,042 as of March 31, 2026 and December 31, 2025 within the Digital Wallets segment.

The Company performs its annual goodwill impairment test for all reporting units as of October 1st, or when events and circumstances have occurred that would indicate the carrying amount of goodwill exceeds its fair value. The Company’s most recent annual impairment assessment of its reporting units as of December 31, 2025 determined that its goodwill was not impaired. For the three months ended March 31, 2026, no events and circumstances were identified that would indicate the carrying amount of either reporting unit exceeded its fair value. However, it is reasonably possible that a decline in the fair value of debt or market capitalization could materially impact

F-9

the estimates in the goodwill impairment assessment. In addition, deterioration in financial performance of either reporting unit, or significant changes in key assumptions used in the annual impairment assessment, such as the discount rate, could result in an impairment charge in the future.

5. Intangible assets

The Company’s intangible assets consisted of the following:


	March 31, 2026		December 31, 2025
Brands	$	173,619	$	175,649
Software development costs		1,099,732		1,083,801
Customer relationships		1,597,277		1,599,386
Computer software		44,197		46,241
Gross carrying value	$	2,914,825	$	2,905,077

Brands		142,022		139,345
Software development costs		845,862		823,006
Customer relationships		1,051,622		1,026,285
Computer software		42,428		42,391
Accumulated amortization	$	2,081,934	$	2,031,027
Intangible assets, net	$	832,891	$	874,050

Amortization expense on intangible assets for the three months ended March 31, 2026 and 2025, was $67,631 and $66,256, respectively. The increase in gross intangible assets during the three months ended March 31, 2026, relates to capitalized development costs and purchases of merchant portfolios.

The Company performs an impairment analysis on intangible assets with finite lives when events and circumstances have occurred that would indicate the carrying amount of intangible assets may not be recoverable. For the three months ended March 31, 2026 and 2025, impairment expenses of $152 and $644, respectively, were recognized related to software development costs which had no future economic benefit.

6. Allowance for credit losses

The Company has exposure to credit losses for financial assets, including settlement receivables, accounts receivable, and financial guarantee contracts to the extent that a chargeback claim is made against the Company directly or to the Company’s merchants on card purchases.

The following table summarizes the expected credit allowance activity for settlement receivables, net; accounts receivable, net; and financial guarantee contracts and other, for the three months ended March 31, 2026:


	Accounts receivable, net			Settlement receivables, net (2)			Financial guarantee contracts and other			Total allowance for current expected credit losses
Balance as of December 31, 2025	$	9,499		$	4,524		$	14,445		$	28,468
Credit loss expense		14,385			1,307			465			16,157
Recoveries		267			838			-			1,105
Write-Offs		(9,629	)		(2,016	)		-			(11,645	)
Other (1)		(14	)		(124	)		(10	)		(148	)
Balance as of March 31, 2026	$	14,508		$	4,529		$	14,900		$	33,937

(1)

Other mainly relates to the impact of foreign exchange.

(2)

Recoveries / (losses) from freestanding credit enhancements related to Settlement receivables, net, were $160 and $403 for the three months ended March 31, 2026 and 2025, respectively. Recoveries from freestanding credit enhancements related to Settlement receivables, net are recorded separately from expected credit losses in "Selling, general and administrative" in the unaudited condensed consolidated statement of comprehensive (loss) / income.

F-10

Credit loss expense for the three months ended March 31, 2026 and 2025 was $16,157 and $6,415, respectively. The increase in credit loss expense was primarily attributable to higher chargeback related losses within Merchant Solutions, as well as an increase in expected credit loss provisions driven by an increase in the loss‑given‑default assumption. Write-offs were $11,645 and $13,398 for the three months ended March 31, 2026 and 2025, respectively. The decrease was driven by higher write offs in the prior year associated with the direct marketing payment processing business line that was disposed of during the three months ended March 31, 2025.

7. Debt

The Company's current facilities include the following:

(i) $305,000 senior secured revolving credit facility (the “Revolving Credit Facility”);

(ii) $1,018,000 aggregate principal amount senior secured USD first lien term loan facility (the “Term Loan Facility (USD)”)(comprising the original $628,000 and incremental $390,000 facility);

(iii) €710,000 aggregate principal amount senior secured EUR first lien term loan facility (the “Term Loan Facility (EUR)”) (comprising the original €435,000 and an incremental €275,000 facility); and

(iv) $400,000 aggregate principal amount of USD secured notes and €435,000 aggregate principal amount of EUR secured notes (“Secured Notes”).

The Company has made drawdowns and repayments on the Revolving Credit Facility throughout the quarter. As of March 31, 2026 and December 31, 2025, $123,832 and $226,184, respectively, was drawn down on the Revolving Credit Facility.

Line of Credit

The Company has a Line of Credit of $75,000 which is restricted for use in funding settlements in the Merchant Solutions business and is secured against known transactions. As of March 31, 2026 and December 31, 2025, the Company had an outstanding balance of $74,000.

The key terms of these facilities are as follows:


Facility	Currency	Interest Rate (1)	Effective Interest Rate (2)	Facility Maturity Date	Principal Outstanding as of March 31, 2026 (Local Currency)		Principal Outstanding at March 31, 2026 (USD)
Term Loan Facility (USD) (3)	USD	USD SOFR (6) + 0.11%(4) + 2.75% (0.5% floor)	8.0%	Jun-28	$	816,136	$	816,136
Term Loan Facility (EUR) (5)	EUR	EURIBOR + 3.00% (0% floor)	6.4%	Jun-28		586,281		677,312
Secured Loan Notes (EUR)	EUR	3.00%	3.2%	Jun-29		421,362		486,786
Secured Loan Notes (USD)	USD	4.00%	4.2%	Jun-29		337,206		337,206
Revolving Credit Facility (USD)	USD	BASE + 0.10%(4) + 2.25% (0% floor)	6.0%	Dec-27		73,000		73,000
Revolving Credit Facility (EUR)	EUR	BASE + 2.25% (0% floor)	4.2%	Dec-27		44,000		50,832
Line of Credit	USD	Term SOFR (6) + 2.70%	6.5%	Jul-27		74,000		74,000
Total Principal Outstanding							$	2,515,272

(1)

For facilities which utilize the EURIBOR and SOFR rates, a rate floor of 0% and 0.5% applies, respectively.

(2)

The effective interest rate is as of March 31, 2026.

(3)

Represents Term Loan Facility (USD) and USD Incremental Term Loan as defined under the current facilities.

(4)

Represents a credit spread adjustment to reflect the historical difference between LIBOR and SOFR.

(5)

Represent Term Loan Facility (EUR) and EUR Incremental Term Loan as defined under the current facilities.

(6)

The Term Secured Overnight Financing Rate ("Term SOFR") is the forward-looking term rate based on the SOFR. The Term SOFR is administered by the CME Group Benchmark Association Limited.

F-11


	March 31, 2026			December 31, 2025
Principal Outstanding	$	2,515,272		$	2,639,448
Unamortized debt issuance cost		(21,841	)		(24,220	)
Total		2,493,431			2,615,228
Short-term debt		10,190			10,190
Non-current debt	$	2,483,241		$	2,605,038

For the three months ended March 31, 2026 and 2025, interest expense, including amortization of deferred debt issuance cost, was $33,846 and $33,673, respectively.

Maturity requirements on debt as of March 31, 2026 by year are as follows:


Remainder 2026	$	7,642
2027		208,022
2028		1,475,616
2029		823,992
Total	$	2,515,272

During the three months ended March 31, 2026 and 2025, the Company made principal payments of $2,547 under its Term Loan Facility. In addition, during the three months ended March 31, 2025 the Company made voluntary prepayments of $20,292 under its Term Loan Facility.

Compliance with Covenants

The Company’s facilities as described above contain affirmative, restrictive and incurrence-based covenants, including, among others, financial covenants based on the Company’s leverage and Revolving Credit Facility utilization, as defined in the debt agreement. The financial covenants under the facilities require the Company to test its Consolidated First Lien Debt Ratio if the principal amount of the Revolving Credit Facility, less any cash and cash equivalents, at the reporting date exceeds 40% of the total Revolving Credit Facility Commitment. If the Revolving Credit Facility utilization is greater than 40% at the reporting date, there is an additional requirement that the Consolidated First Lien Debt Ratio is not permitted to exceed 7.5 to 1.0. The Consolidated First Lien Debt Ratio is the ratio of (a) consolidated senior secured net debt of the Company and restricted subsidiaries as of the last day of such relevant period to (b) Last Twelve Months ("LTM") EBITDA, as defined in the Senior Credit Facility, of the Company and the restricted subsidiaries for the relevant period.

In addition, the Company’s Line of Credit requires us to maintain certain financial covenants for Paysafe Payment Processing Services LLC (“PPPS”), including a Fixed Charge Coverage Ratio of not less than 1.10 to 1.00 (or 1.25 to 1.00 on an adjusted basis), a leverage ratio not to exceed 2:00 to 1:00 and minimum liquidity of $3,000. “Fixed Charge Coverage Ratio” as defined in the agreement and in relation to PPPS means (a) EBITDA less (i) non-financed capital expenditures, (ii) tax payments, and (iii) certain restricted payments, divided by (b) the sum of (i) scheduled principal payments on funded debt, (ii) principal payments in respect of certain intercompany indebtedness , and (iii) interest expense.

The Company was in compliance with its covenants as of the date of issuance of these unaudited condensed consolidated financial statements.

Letters of Credit

As of March 31, 2026 and December 31, 2025, the Company had issued approximately $152,400 and $153,328, letters of credit, respectively, for use in the ordinary course of business. As of March 31, 2026 and December 31, 2025, the Company held $20,000 as collateral in connection with a letter of credit issued to Paysafe. Under the terms of the arrangement, the release and use of these funds are subject to the consent of the issuing bank; accordingly, the balance is classified as restricted cash within "Customer accounts and other received cash, net."

8. Derivative Instruments

The Company’s derivative instruments consist of interest rate swap agreements ("interest rate contracts"). The interest rate swaps mitigate the exposure to the variable-rate debt by effectively converting the floating-rate payments to fixed-rate payments. The interest rate contracts are measured at fair value using a discounted cash flow methodology and not designated as a hedge for accounting purposes; as such, any fair value changes are recorded in “Other income, net” in the unaudited condensed consolidated statement of comprehensive loss in the respective period of the change.

F-12

The following table summarized the notional amount at inception and fair value of these instruments recognized as "Derivative financial assets and liabilities" in the unaudited condensed consolidated statements of financial position:


Derivative financial instrument	Fixed rate	Notional amount		Index	Effective date	Maturity Date	Fair value of asset / (liability) as at March 31, 2026			Fair value of asset as at December 31, 2025
Interest rate swap	3.3%	$	110,047	USD-1 month SOFR	March 31, 2026	December 31, 2027	$	372		$	(102	)
Interest rate swap	3.6%	$	101,100	USD-1 month SOFR	March 31, 2026	March 31, 2028	$	(10	)	$	(756	)

The Company recognized a gain / (loss) for the three months ended March 31, 2026 and 2025 of $1,227 and ($851), respectively, of which $623 and ($2,163), respectively, is associated with remeasuring the derivative instruments to fair value at the end of the reporting period. The fair value remeasurement is netted by monthly cash receipts on the interest rate contracts for the three months ended March 31, 2026 and 2025 of $604 and $1,312, respectively.

As of December 31, 2025, the Company's former interest rate swap had a balance of $597. This interest rate swap matured as of March 31, 2026 and the final fair value movements were recognized in the unaudited condensed consolidated statement of comprehensive loss.

For further information regarding the fair value of the derivative instruments see discussion in Note 12 and 14.

9. Gain on disposal of subsidiaries and other assets, net

On February 28, 2025, the Company disposed of substantially all of the assets in its direct marketing payment processing business line (Paysafe Direct, LLC) to KORT Payments for total consideration consisting of $1,948 cash and up to $50,000 of contingent consideration (the "Disposal"). The contingent consideration is contingent upon the achievement of certain financial performance metrics of the direct marketing payment processing business line. The consideration for financial performance conditions is payable in five earnout payments, each due at the end of the first quarter of the years ended December 31, 2026 to December 31, 2030.

As a result of the Disposal, the Company recognized a gain of $739 during the three months ended March 31, 2025, recorded in "(Gain) / loss on disposal of subsidiaries and other assets, net". The following table summarizes the total consideration received and assets disposed in the prior period:


Cash consideration	$	1,948
Contingent consideration (1)		4,138
Total consideration	$	6,086
Less: Assets disposed (2)		5,347
Gain on disposal of subsidiary	$	739

(1)

The contingent consideration receivable was recognized at fair value on the disposal date using a discounted cash flow methodology (a Level 3 measurement) and is revalued each reporting period. As of March 31, 2026 and December 31, 2025, the contingent consideration receivable was $4,005 and $4,810, respectively. For the three months ended March 31, 2026, a fair value loss on the contingent consideration receivable of $805 was recognized in "Other income, net" (See Note 14).

(2)

Assets disposed include software development costs, property, plant and equipment and goodwill.

In connection with the Disposal, the Company also entered into a Transition Services Agreement (“TSA”) to provide KORT Payments with certain transitional services, including administrative, information technology, risk and compliance, procurement, and other corporate services for a period up to 18 months. The transition service fees earned related to the TSA are not significant.

Following the disposal of the direct marketing payment processing business line, the leased office space in California is no longer being used by the Company and is expected to be subleased. A recoverability test was performed on the remaining asset within the asset group and it was determined that the asset was not recoverable. This resulted in an impairment of the right of use asset associated with the office lease, which was determined using a discounted cash flow methodology (a Level 2 measurement). An amount of $638 has been included as part of "Impairment expense on goodwill and other assets" for the three months ended March 31, 2025.

F-13

The Company operates two share-based employee compensation plans: the 2018 Pi Jersey Topco Limited Plan ("2018 Plan") for which a majority of the shares vested upon completion of the Transaction (See Note 1) and the 2021 Omnibus Incentive Plan ("2021 Plan"). The 2021 Plan serves as the successor to the 2018 Plan. The 2021 Plan became effective as of March 30, 2021 upon closing of the Transaction. Outstanding awards under the 2018 Plan continue to be subject to the terms and conditions of the 2018 Plan. No additional awards are expected to be granted in the future under the 2018 Plan. Share based compensation expense recognized during the three months ended March 31, 2026 and 2025 under both plans was $18,053 and $8,141, respectively. As of March 31, 2026, unrecognized share-based compensation expense was $72,674.

2021 Omnibus Incentive Plan (“2021 Plan”)

During the three months ended March 31, 2026, the Company increased the number of shares available for issuance under the 2021 Plan by 3,875,726, and as of March 31, 2026, there were 19,085,438 shares authorized for award under the 2021 plan. Under the 2021 Plan, restricted stock units (“RSUs”) that have a service condition only, generally vest ratably over three years. Performance restricted stock units (“PRSUs”) generally vest at the end of one to three years. The number of PRSUs that vest is variable depending upon the probability of achievement of certain internal performance targets and may vest between 0% and 200% of the target share amount.

During the three months ended March 31, 2026, the Company granted RSUs to all eligible employees. These awards vest 50% on April 1, 2026, and the remainder vests within twelve months subject to the employee's continued employment. The share-based compensation expense associated with these awards for the three months ended March 31, 2026 was $9,679. Certain of these awards are liability-classified share-based payment awards under ASC 718 as the value of the award is fixed and will be settled in a variable number of shares and were classified as a current liability within the unaudited condensed consolidated statements of financial position based on the expected timing of the settlement of the shares. The share-based compensation liability associated with these awards as of March 31, 2026 was $8,490.

The following table summarizes restricted stock unit activity during the three months ended March 31, 2026:


	Restricted Stock Units			Weighted average grant date fair value
Nonvested as of December 31, 2025		4,371,152		$	16.18
Granted (1)		7,108,209		$	7.41
Vested (2)		(209,046	)	$	8.85
Forfeited		(27,376	)	$	15.93
Performance adjustments (3)		(572,597	)		-
Nonvested as of March 31, 2026		10,670,342		$	10.31

(1)

Represents RSUs and PRSUs granted based on performance target achievement of 100%.

(2)

Represents the total number of shares vested during the period. Common shares issued, as presented within the unaudited condensed consolidated statement of shareholders' equity, are net of shares withheld for taxes. The total grant date fair value of units vested was $2,069.

(3)

Represents the adjustment to the number of PRSUs based on actual performance compared to targets

Stock options

There were no stock options granted during the three months ended March 31, 2026 and 2025. There are 166,666 stock options outstanding as of March 31, 2026, all of which are exercisable. The exercise price of each option is based on either one or two times the fair market value of the Company’s stock at the date of grant. The options have a contractual ten-year life and are fully vested.

Share based compensation liability (2018 Plan)

Certain employee equity-based awards were modified in conjunction with the Transaction. Their settlement terms changed such that instead of Topco's shares, the awardees received Paysafe Limited common shares as well as Topco’s shares. The modification resulted in a change in the classification of the modified awards, with the Topco shares being accounted for as a liability-classified share-based payment award under ASC 718 as they will be settled in cash. The corresponding liability was measured at fair value at the modification date (i.e. the Transaction date), and is subsequently remeasured at fair value at each reporting date, with changes in its value reported as share-based compensation expense. The awards settled in Paysafe Limited common shares continue to be accounted for as equity-based awards.

F-14

As of March 31, 2026 and December 31, 2025, the share-based compensation liability was $2,428, which is classified as a current or non-current liability within the unaudited condensed consolidated statements of financial position based on the expected timing of the redemption of shares.

Employee Share Purchase Plan

Employees are eligible to contribute to the Company’s Employee Share Purchase Plan (the “Purchase Plan”). The Purchase Plan is not intended to be an employee benefit plan under the Employee Retirement Income Security Act of 1974, as amended, nor qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. Under the Purchase Plan, eligible employees may designate from one percent to fifteen percent of their compensation to be withheld for the purchase of PSFE shares at the market price of the shares at the end of each one-month offering period. The Company grants restricted stock units equal to 25% of the PSFE shares that are purchased by participating employees on each purchase date (“Match RSU Award”).

The Match RSU Award cliff vests six months or one year from the last day of the offering period, subject to the employee’s continued employment at the vesting date. The fair value of the Match RSU Award is recognized on a straight-line basis over the vesting period. The maximum number of shares of common stock authorized under the Purchase Plan for participant contributions and Match RSU Awards is 2,083,333.

For the three months ended March 31, 2026 and 2025, 35,326 and 21,341 treasury shares, respectively, were reissued to employees in connection with this Purchase Plan.

Preference Shares

We have authorized 233,333,333 shares in the Company that have not yet been issued, the rights and restrictions attached to which are not defined by the Company bylaws. Pursuant to the Company bylaws, preference shares may be issued by the Company from time to time, and the Company Board is authorized (without any requirement for further shareholder action) to determine the rights, preferences, powers, qualifications, limitations and restrictions attached to those shares.

In November 2023, the Board approved a share repurchase program (the “Share Repurchase Program”), authorizing the Company to repurchase up to $50,000 of common shares outstanding. During the year ended December 31, 2025, the Board authorized the Company to repurchase an additional $140,000 of common shares under the Share Repurchase Program. Under the Share Repurchase Program, management is authorized to purchase common shares from time to time through open market purchases or privately negotiated transactions at prevailing prices as permitted by securities laws and other legal requirements, and subject to market conditions and other factors.

During the three months ended March 31, 2026, we repurchased 588,100 of our common shares for $4,834 at an average price of $8.22 per share. During the three months ended March 31, 2025, we repurchased 612,610 of our common shares for $9,998 at an average price of $16.32 per share. These repurchases are recorded at cost as treasury shares within the unaudited consolidated statements of financial position and unaudited consolidated statements of shareholders' equity. As of March 31, 2026, a total of $50,552 remained available for future repurchases of our common shares under our Share Repurchase Program.

12. Fair Value Measurements

The Company uses the hierarchy prescribed in ASC 820, Fair Value Measurements, for fair value measurements, based on the available inputs to the valuation and the degree to which they are observable or not observable in the market.

The three levels of the hierarchy are as follows:

•

Level 1 Inputs—Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date,

•

Level 2 Inputs—Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability if it has a specified or contractual term, and

•

Level 3 Inputs—Unobservable inputs for the asset or liability used to measure fair value allowing for inputs reflecting the Company’s assumptions about what other market participants would use in pricing the asset or liability, including assumptions about risk.

F-15

The fair value hierarchy of financial instruments measured at fair value as of March 31, 2026 is provided below.


	Level 1		Level 2		Level 3
Financial assets measured at fair value:
Contingent consideration receivable		-		-		4,005
Derivative financial assets		-		372		-
	$	-	$	372	$	4,005
Financial liabilities measured at fair value:
Derivative financial liabilities		-		10		-
Liability for share-based compensation (1)		-		-		2,428
	$	-	$	10	$	2,428

The fair value hierarchy of financial instruments measured at fair value as of December 31, 2025 is provided below.


	Level 1		Level 2		Level 3
Financial assets measured at fair value:
Contingent consideration receivable		-		-		4,810
Derivative financial asset		-		597		-
	$	-	$	597	$	4,810
Financial liabilities measured at fair value:
Derivative financial liabilities		-		858		-
Liability for share-based compensation (1)		-		-		2,428
	$	-	$	858	$	2,428

(1)

As of March 31, 2026 and December 31, 2025, the liability for share-based compensation relates to awards modified in connection with the Transaction (Note 10).

There were no transfers between levels during the three months ended March 31, 2026 and 2025. A reconciliation of the movements in level 3 financial instruments in the period are described in Note 9 and 10. The valuation techniques and significant unobservable inputs used in determining the fair value measurement of Level 3 financial instruments are set out in the table below.


Financial instrument	Valuation technique used	Significant unobservable inputs
Contingent consideration receivable	Discounted cashflow	Discount rate of 15%
Liability for share-based compensation	Market and income approach	Discount rate of 16.5%

The Company considers that the carrying value of cash and cash equivalents, customer accounts and other restricted cash, accounts receivable, settlement receivables, prepaid expenses and other assets, accounts payable and accrued expenses, and liabilities to customers and merchants approximate fair value given the short-term nature of these items. As of March 31, 2026, the fair value (a Level 2 measurement) of the Company's debt was $2,246,380 based on market yields for similar debt facilities and observable trading data related to the Company’s debt securities.

13. Commitments, Contingencies and Guarantees

Litigation provision

Through the normal course of the Company’s business, the Company is subject to a number of litigation proceedings both brought against and brought by the Company or other against other parties that the Company provides indemnities based upon contractual obligations. The Company maintains liabilities for losses from legal actions that are recorded when they are determined to be both probable in their occurrence and can be reasonably estimated. On this basis, we have recognized a provision of $38,202 and $30,202 as of March 31, 2026 and December 31, 2025, respectively, related to certain litigation proceedings. This amount is presented within “Accounts payable and other liabilities” in the Company’s unaudited condensed consolidated statements of financial position.

On February 16, 2023, Farzad v. Trasimene Capital FT et. al. was filed in the Chancery Court of Delaware and on June 4, 2025, the complaint was amended to include additional defendants, including Paysafe Limited and our former Chief Executive Officer. This Amended Complaint was brought on behalf of former holders of FTAC common stock and asserts breaches of fiduciary duties of certain FTAC Board of Directors and / or Officers in connection with the SPAC Merger and claims of aiding and abetting a breach of fiduciary duty and unjust enrichment against Paysafe Ltd. and our former CEO. Plaintiffs alleged that those shareholders’ Redemption Rights were impaired due to FTAC Defendants' alleged misstatements and omissions about Paysafe's business metrics and financial prospects in connection with the Merger which caused damage to the shareholders. The allegations further state that Paysafe aided the FTAC Defendants in making such misstatements. The complaints seek unspecified damages and an award of costs and expenses, including

F-16

reasonable attorneys’ fees, on behalf of a purported class of all persons who held shares of FTAC II prior to the redemption deadline. The Company filed a motion to dismiss the Amended Complaint on July 7, 2025. On October 23, 2025 the Chancery Court of Delaware granted Company’s Motion to Dismiss the Amended Complaint. A trial date has been scheduled for July 2026 for the remaining defendants.

The Company indemnifies the remaining defendants to the complaint for expenses associated with this litigation based upon various contractual obligations and subject to applicable law. There is no assurance that the remaining defendants will be successful in the ultimate resolution of this matter or that insurance will be available or adequate to fund any potential settlement or judgment or related costs associated with the indemnified parties, which could be material.

The Company vigorously defends its position on all open cases. Except as otherwise noted for the proceedings described in this Note 14, management believes the disposition of all claims currently pending, including potential losses from claims that may exceed the liabilities recorded, and claims for loss contingencies that are considered reasonably possible to occur, will not have a material effect, either individually or in the aggregate, on the Company's consolidated financial condition, results of operations or liquidity.

Financial guarantee contracts

Through services offered in our Merchant Solutions segment, the Company is exposed to potential losses from merchant-related liabilities, including chargebacks. A chargeback occurs when a dispute between a cardholder and a merchant, including a claim for non-delivery of the product or service by the merchant, is not resolved in favor of the merchant and the transaction is charged back to the merchant resulting in a refund of the purchase price to the cardholder. If the Company is unable to collect this chargeback amount from the merchant due to closure, bankruptcy or other reasons, the Company bears the loss for the refund paid to the cardholder. The risk of chargebacks is typically greater for those merchants that promise future delivery of goods and services rather than delivering goods or rendering services at the time of payment. The Company has recorded an accrual for current expected credit losses on financial guarantees as of March 31, 2026 and December 31, 2025 (See Note 6).

As of March 31, 2026 and December 31, 2025, $21,885 and $24,703, respectively, of cash held in reserve at a partner bank for certain merchant chargebacks, fees and other liabilities is presented within "Prepaid expenses and other current assets" in the unaudited condensed consolidated statements of financial position. Of the total reserve balance as at March 31, 2026, $5,690 is restricted in use until it is replaced with a letter of credit or the related merchant agreement is terminated. The remaining balance is not eligible for replacement with a letter of credit and remains restricted until the related merchant agreement is terminated. The cash flows associated with these reserve balances are presented on a gross basis within investing activities within the unaudited condensed consolidated statements of cash flows.

14. Other income, net

A summary of the amounts recorded in Other income, net is as follows:


	For the three months ended March 31,
	2026			2025
Foreign exchange gain	$	3,851		$	14
Fair value loss on contingent consideration		(805	)		—
Gain / (loss) on derivative instruments (1)		1,227			(851	)
Fair value gain on warrant liability (2)		—			566
Other (3)		21			1,094
Other income, net	$	4,294		$	823

(1)

In the three months ended March 31, 2025 the Company entered into additional derivative financial instrument arrangements to mitigate interest risk on its variable-rate debt (See Note 8).

(2)

The Warrants represent the right to purchase one share of the Company's common shares at a price of $138.00 per share. The Warrants became exercisable on August 21, 2021 and expired in March 2026 on the fifth anniversary of the Transaction. The Company accounted for the warrants as derivative liabilities. The warrants were initially recorded at fair value based on the public warrants listed trading price and subsequently remeasured at the balance sheet date with the changes in fair value recognized in the unaudited condensed consolidated statements of comprehensive loss. As of December 31, 2025 the fair value of the warrant liability was immaterial.

(3)

For the three months ended March 31, 2026 and 2025 this mainly relates to banking fees and interest income earned on cash and cash equivalents. The prior period also includes income received from a relocation grant.

15. Operating segments

F-17

Operating segments are defined as components of an enterprise that engage in business activities and for which discrete financial information is available that is evaluated on a regular basis by the Chief Operating Decision Maker (“CODM”) to make decisions about how to allocate resources and assess performance. Our CODM is defined as our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and Chief Operating Officer (“COO”). Our operating segments, which align with our reportable segments, are: Merchant Solutions, which focuses on card not present and card present solutions for small to medium size business merchants; and Digital Wallets, which provides wallet based online payment solutions and also enables consumers to use cash to facilitate online purchases through prepaid vouchers. These two operating segments are based on how the Company is organized, reflecting the difference in nature of the products and services they each sell. The Company earns revenue from the sale of Merchant Solutions and Digital Wallets services. Shared costs are the cost of people and other resources consumed in activities that provide a benefit across more than one segment. Shared costs are allocated to each segment and Corporate primarily based on applicable drivers including headcount, revenue and Adjusted EBITDA.

The CODM evaluates performance and allocates resources based on Segment Adjusted EBITDA of each operating segment. The CODM believes Segment Adjusted EBITDA to be a useful profitability measure to assess the performance of our business and to improve the comparability of operating results across reporting periods. The CODM uses the segment measure to analyze the actual performance of each segment against annual budgets, comparable prior reporting periods and against internal forecasts on a quarterly basis and when making decisions about the allocation of capital and other internal resources to the segments.

Segment Adjusted EBITDA of each operating segment includes the revenues of the segment less ordinary operating expenses that are directly related to those revenues and an allocation of shared costs and excludes the impact of income tax (benefit)/expense, interest expense, net, depreciation and amortization, share-based compensation expense, impairment expense on goodwill and intangible assets, restructuring and other costs, loss/(gain) on disposal of subsidiaries and other assets, net, and other (expense)/income, net. The significant segment expenses included within each segment’s Adjusted EBITDA are included in the following tables.

The CODM does not receive segment asset data to evaluate performance or allocate resources and therefore such information is not presented.

The information below summarizes revenue and Segment Adjusted EBITDA for the three months ended March 31, 2026:


	Merchant Solutions		Digital Wallets		Total
Total external revenue	$	226,298	$	212,709	$	439,007
Interest Revenue		341		3,375		3,716
Intersegment revenue (1)		4,654		—		4,654
	$	231,293	$	216,084	$	447,377
Elimination of intersegment revenue (1)					$	(4,654	)
Total consolidated revenues					$	442,723
Less:
Cost of services (excluding depreciation and amortization) (1)	$	132,671	$	64,657
Selling, general and administrative (2)	$	70,513	$	56,487
Segment Adjusted EBITDA	$	28,109	$	94,940	$	123,049

The information below summarizes revenue and Segment Adjusted EBITDA for the three months ended March 31, 2025:


	Merchant Solutions		Digital Wallets		Total
Total external revenue	$	212,974	$	182,507	$	395,481
Interest revenue		459		5,060		5,519
Intersegment revenue (1)		4,353		—		4,353
	$	217,786	$	187,567	$	405,353
Elimination of intersegment revenue (1)					$	(4,353	)
Total consolidated revenues					$	401,000
Less:
Cost of services (excluding depreciation and amortization) (1)	$	125,063	$	53,471
Selling, general and administrative (2)	$	63,277	$	51,552
Segment Adjusted EBITDA	$	29,446	$	82,544	$	111,990

F-18

A reconciliation of total segments Adjusted EBITDA to the Company’s income before taxes is as follows:


	For the three months ended March 31,
	2026			2025
Segments Adjusted EBITDA	$	123,049		$	111,990
Unallocated corporate costs (3)		(23,811	)		(16,820	)
Depreciation and amortization		(70,353	)		(68,269	)
Share-based compensation		(18,053	)		(8,141	)
Restructuring and other costs		(8,841	)		(7,785	)
Impairment expense on goodwill and other assets		(152	)		(1,282	)
Other income, net		4,294			823
(Loss) / gain on disposal of subsidiaries and other assets, net		(758	)		626
Interest expense, net		(33,846	)		(33,673	)
Loss before taxes	$	(28,471	)	$	(22,531	)

(1)

Intersegment revenue and related eliminations are primarily for credit card transactions and deposits between segments

(2)

Selling, general and administrative excludes share-based compensation costs which are not included in our definition of Adjusted EBITDA.

(3)

Corporate consists of corporate overhead and unallocated shared costs of people and other resources consumed in activities that provide a benefit across the Company. These costs are presented within "Selling, General and Administrative" expense in the unaudited condensed consolidated statements of comprehensive loss.

16. Restructuring activities

A summary and description of the amounts included within Restructuring and other costs for each of the periods presented is included below. We do not include Restructuring and others costs within Segment Adjusted EBITDA (as defined in Note 15).


	For the three months ended March 31,
	2026		2025
Transaction related costs (1)	$	27	$	359
Restructuring (2)		2,813		3,510
Other (3)		6,001		3,916
Restructuring and other costs	$	8,841	$	7,785

(1)

For the three months ended March 31, 2026, transaction costs relate to acquisition related costs while the prior year expenses are associated with the disposal of the direct marketing payment processing business line mainly related to legal fees.

(2)

Restructuring mainly relates to costs incurred on transformation projects which began in the quarter ended March 31, 2025 to improve finance and risk processes and to improve merchant platforms. In addition, restructuring includes severance expense related to relocation initiatives. These activities are expected to be substantially complete by 2027.

(3)

Other costs mainly relate to the securities litigation against the Company and indemnities provided by the Company in the related class action lawsuit (See Note 13).

2025 Workforce Reduction

In the first quarter of 2025, the Company initiated, and substantially completed, a workforce reduction in connection with cost reduction initiatives and to improve organizational efficiency. In connection with this initiative, during the three months ended March 31, 2025, the Company incurred severance expense associated with one-time termination benefits and ongoing post employment benefit arrangements of $5,570 which was recorded in "Selling, general and administrative" within the unaudited consolidated condensed statement of comprehensive loss. The associated severance expense recorded in the Digital Wallets and Merchant Solutions segments was $2,185 and $2,239, respectively, and the remainder of $1,146 includes unallocated corporate cost. All severance payments related to this initiative were made in the prior year.

The Company has provided and purchased services to and from various affiliates of certain directors or entities under common control. The dollar amounts related to these related party activities are not significant to our unaudited condensed consolidated financial statements. Intercompany balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

The Company has historically disclosed transactions with an entity that was considered a related party under ASC 850, Related Party Disclosures. In the current fiscal year, this entity no longer meets the definition of a related party under ASC 850, as this entity is no

F-19

longer affiliated with our directors and beneficial owners. Accordingly, transactions with this entity are no longer disclosed as related‑party transactions.

F-20

PAYSAFE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Paysafe Unaudited Condensed Consolidated Financial Statements included elsewhere in this Form 6-K, with our audited consolidated financial statements and the notes thereto included in our report filed on Form 20-F on March 3, 2026 (the “2025 Annual Report”), and with the information under the heading “Item 5. Operating and Financial Review and Prospects” in our 2025 Annual Report.

Any reference to “we,” “us,” “Paysafe,” the “Company,” “management” and “our” as used herein refers to Paysafe Limited. Amounts preceded with a dollar sign are denominated in U.S. dollars in thousands, unless otherwise noted.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report on Form 6-K (including information incorporated by reference herein, the “Report”) contains or may contain forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “anticipate,” “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “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. The risk factors and cautionary language referred to or incorporated by reference in this Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in our forward-looking statements, including among other things, the items identified below and those identified in the section entitled “Item 3.D. Risk Factors” of our 2025 Annual Report.

•

Our ability to effectively compete in large entertainment verticals;

•

our ability to successfully acquire and integrate new operations;

•

complex and changing regulatory requirements;

•

our ability to maintain and develop relationships with banks, payment card networks and financial institutions;

•

our ability to prevent and manage cybersecurity attacks;

•

market and global conditions and economic factors beyond our control, including foreign currency risks, inflation and rising interest rates;

•

significant competition and competitive pressures from other companies worldwide in the industries in which we operate;

•

our ability to raise financing in the future;

•

our substantial level of indebtedness and

•

litigation and the ability to adequately protect our intellectual property rights.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. Although we believe that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Our Company

Paysafe is a leading, global pioneer in digital commerce with over $44 billion in volume processed during the three months ended March 31, 2026 and $40 billion processed during the three months ended March 31, 2025 generating $442,723 and $401,000 in revenue for the three months ended March 31, 2026 and 2025, respectively. Our integrated payments platform offers the full spectrum of payment solutions ranging from credit and debit card processing to digital wallet, eCash and real-time banking solutions. The combination of this breadth of solutions, our sophisticated risk management and our deep regulatory expertise and deep industry knowledge across specialized verticals enables us to empower millions of active users in more than 120 countries to conduct secure and friction-less commerce across online, mobile, in-app and in-store channels. We also provide Digital Wallets solutions for industry verticals in the

experience economy, including iGaming (which encompasses a broad selection of online betting related to sports, e-sports, fantasy sports, poker and other casino games), gaming, digital goods, cryptocurrencies, travel and financial services, as well as Merchant Solutions for small and mid-sized businesses ("SMBs") and direct marketing clients.

We go to market, serve and support our clients through an omni-channel model that leverages our global reach and our B2B and B2C relationships. This enables us to manage and serve our clients through our network of offices around the world with strong knowledge of local and regional markets, customs and regulatory environments. We sell our solutions through a combination of direct and indirect sales strategies. We have a direct sales force who builds and develops relationships with larger merchants and help them configure or develop digital and point-of-sale commerce solutions from our suite technology services. We sell our solutions online to smaller merchants using targeted marketing campaigns designed to address specific use cases across verticals, geographies and user profiles. We also leverage a network of partners, such as independent software vendors ("ISVs") and independent sales organizations (“ISOs”), who integrate our solutions into their own services or resell our solutions by utilizing their own sales initiatives.

We operate across two business segments, which provide our digital and point of sale commerce solutions to different end markets: our Merchant Solutions Segment and our Digital Wallets Segment.

Merchant Solutions: Merchant Solutions is marketed under the Paysafe and Petroleum Card Services brands. These solutions include a full range of Payment Card Industry ("PCI") -compliant payment acceptance and transaction processing solutions for merchants and integrated service providers including merchant acquiring, transaction processing, gateway solutions, fraud and risk management tools, data and analytics, point of sale systems and merchant financing solutions, as well as comprehensive support services that we provide to our independent distribution partners.

Digital Wallets: Our Digital Wallets is marketed under multiple brand names including the Neteller, Skrill, PaysafeCard, PaysafeCash, SafetyPay, PagoEfectivo, as well as a proprietary pay-by-bank solution marketed in Europe under the Rapid Transfer brand. Skrill and Neteller remove friction from complex commerce situations and dramatically simplify the complexity of traditional payment mechanisms, such as card-based payments, enabling our active users to send, spend, store and accept funds online more easily. The PaysafeCard and PaysafeCash brands provide consumers with a safe and easy way to purchase goods and services online without the need for a bank account or credit card and allow merchants to expand their target market to include consumers who prefer to pay with cash. SafetyPay, is a platform that enables eCommerce transactions in Latin American countries, and PagoEfectivo is the leading alternative payment platform and brand in Peru.

Trends and Factors Affecting Our Future Performance

Significant trends and factors that we believe may affect our future performance include the items noted below. For a further discussion of trends, uncertainties and other factors that could affect our operating results see the section entitled “Information on the Company – Business Overview” and “Risk Factors” included in our 2025 Annual Report.

One Big Beautiful Bill Act ("OBBBA")

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA"). The OBBBA makes permanent key

elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. Consequently, the Company has evaluated all deferred tax balances under the newly enacted tax law and identified any changes required to its financial statements as a result of the OBBBA. The Company recognized a full valuation allowance against the US deferred tax assets during the year ended December 31, 2025, which mainly related to the enactment of this tax law. As of March 31, 2026, the Company continues to maintain a full valuation allowance against its U.S. deferred tax assets.

Global and regional economic conditions

Our operations and performance depend significantly on global and regional economic conditions. Uncertainty about global and regional economic events and conditions may impact our ability to conduct business in certain areas and may result in consumers and businesses postponing or lowering spending.

In the prior year, the United States government has announced the imposition of tariffs on certain imported goods. While we have not yet experienced a significant impact due to our service-oriented business model, in the future there may be an increase in the cost of point of sale terminals, depending on where they are sourced. Further, in the prior year and current quarter, the United States government has experienced shutdowns of non-essential federal programs and services, including the Department of Homeland Security ("DHS"). These disruptions may create near‑term uncertainty in U.S. economic conditions and could modestly affect transaction volumes in travel‑adjacent verticals or slow onboarding processes requiring U.S. government verification services. Further, another prolonged shutdown may adversely affect our US merchant base, potentially leading to reduced revenues and transaction volumes. We continue to monitor these economic conditions, as they may adversely impact our operations and financial results, however, at this time, we do not expect a material impact on our overall business performance.

Recent Company Initiatives and Events

Recent events

Effective as of May 8, 2026, Mr. Eli Nagler resigned from his position as a member of the Board. The Board, upon the recommendation of the Nominating and Corporate Governance Committee, appointed Mr. Ignacio Caride to fill the newly vacated directorship.

On February 26, 2026, Mr. Peter Rutland resigned from his position as a member of the Board but will continue to attend meetings of the Board in a non‑voting observer capacity. Concurrently, Mr. Matthew Bryant resigned from his position as a member of the Board and as a member of the Risk Oversight Committee.

In addition, on February 26, 2026, the Board approved an increase in the size of the Board from ten to twelve members, and, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed each of Mr. Rupert Keeley, Mr. Peter Thompson, Ms. Karin Timpone, and Mr. Edward Wertheim to fill the open directorships. Effective February 27, 2026, Ms. Timpone will serve on the Risk Oversight Committee and the Nominating and Corporate Governance Committee, Mr. Thompson will serve on the Audit Committee and the Compensation Committee, and Mr. Keeley will serve on the Nominating and Corporate Governance Committee. In addition, effective February 27, 2026 the Board approved the appointment of Ms. Heiss to the chair of the Audit Committee, Mr. Brooker to the chair of the Risk Oversight Committee, Mr. Jabbour to the chair of Compensation Committee, and Mr. Keeley to the chair of the Nominating and Governance Committee.

On October 30, 2025, Paysafe was notified by the New York Stock Exchange (“NYSE”) of its intent to commence delisting proceedings for the Company’s warrants due to an abnormally low selling price. On October 31, 2025, the NYSE suspended trading in the warrants effective immediately. The NYSE applied to the U.S. Securities and Exchange Commission to formally delist the warrants which became effective in November 2025. This action does not affect the Company’s common shares, which will continue to trade on the NYSE under the ticker symbol “PSFE.” The warrants expired during the three months ended March 31, 2026 and no warrants remain outstanding.

Key Performance Indicators

We regularly monitor the following key performance indicators to evaluate our business and trends, measure our performance, prepare financial projections and make strategic decisions. We believe that these key performance indicators are useful in understanding the underlying trends in the Company’s businesses.

There are limitations inherent in key performance indicators. Investors should consider any key performance indicator together with the presentation of our results of operations and financial condition under GAAP, rather than as an alternative to GAAP financial measures. These measures may not be comparable to other performance measures used by the Company’s competitors.

Volume and Take Rate

Gross dollar volume is calculated as the dollar value of payment transactions processed by the Company. To reflect the distinct nature of our products across each segment, this includes, but is not limited to, the following:

•

For Merchant Solutions: Credit card and debit card transactions

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For Digital Wallets: Deposits, withdrawals, transfers to merchants from consumers, transfers from merchants to consumers, wallet-to-wallet transfers, pre-paid Mastercard payments, and vouchers redeemed on merchant websites

Volume (also known as gross dollar volume) is a meaningful indicator of our business and financial performance, as we typically generate revenue across our solutions based on per transaction fees that are calculated as a percentage of transaction dollar volume. In addition, volume provides a measure of the level of payment traffic we are handling for our consumers and merchants. Many marketing initiatives are focused on driving more volume, either through encouraging greater adoption of our payment products or increasing activity through existing merchants or consumers.

Take rate is calculated as operating segment revenue divided by gross dollar volume. Take-rate is a meaningful indicator of our business and financial performance as it describes the percentage of revenue collected by Paysafe on the volume of transactions processed. This is used by management as an indication of pricing or product mix trends over time rather than absolute pricing within each segment, due to the mix of product types and pricing agreements that will be in place with specific merchants. It will also factor in revenue from fees that are not directly linked to volume-based transactions, such as inactivity fees charged on dormant accounts.

The following table sets forth our gross dollar volume and take rate for the three months ended March 31, 2026 and 2025:


	For the three months ended March 31, 2026
(U.S. dollars in millions)	Merchant Solutions			Digital Wallets			Intersegment			Total
Gross dollar volume	$	37,190		$	7,056		$	(320	)	$	43,926
Take Rate		0.6	%		3.1	%		1.5	%		1.0	%


	For the three months ended March 31, 2025
(U.S. dollars in millions)	Merchant Solutions			Digital Wallets			Intersegment			Total
Gross dollar volume	$	34,275		$	5,946		$	(370	)	$	39,851
Take Rate		0.6	%		3.2	%		1.2	%		1.0	%


	Increase / (Decrease)
(U.S. dollars in millions)	Merchant Solutions		Digital Wallets		Intersegment		Total
Gross dollar volume	$	2,915	$	1,110	$	50

INDEX TO FINANCIAL STATEMENTS

Paysafe Limited

(U.S. dollars in thousands, except per share data)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Paysafe Limited

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(U.S. dollars in thousands, except share data)

Paysafe Limited

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(U.S. dollars in thousands)

Paysafe Limited

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

Paysafe Limited NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) (U.S. dollars in thousands, except per share data)

1. Basis of presentation and summary of significant accounting policies

2. Net loss per share

3. Taxation

4. Goodwill

5. Intangible assets

6. Allowance for credit losses

7. Debt

8. Derivative Instruments

9. Gain on disposal of subsidiaries and other assets, net

10. Share-based Compensation

11. Share Repurchase Program

12. Fair Value Measurements

13. Commitments, Contingencies and Guarantees

14. Other income, net

15. Operating segments

16. Restructuring activities

17. Related party transactions

Paysafe Limited
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
(U.S. dollars in thousands, except per share data)

Paysafe Ltd 6-K