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STOCKHOLDERS' EQUITY
 9 Months Ended
Sep. 30, 2025
STOCKHOLDERS' EQUITY  
STOCKHOLDERS' EQUITY

(5) STOCKHOLDERS' EQUITY

 

Earnings Per Share

 

Basic earnings per share has been computed by dividing earnings available to common stockholders by the weighted average number of common shares outstanding during the respective period. Diluted earnings per share has been computed by dividing earnings available to common stockholders by the weighted average shares outstanding during the respective period, after adjusting for the potential dilution of options to purchase the Company’s common stock, assumed vesting of restricted stock units and the assumed conversion of the Company’s convertible debt, if such conversion would be dilutive.

 

The following table provides the computation of diluted earnings and diluted weighted average number of common shares outstanding:

 

(in millions)

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

Computation of diluted earnings:

 

 

 

 

 

 

 

 

 

 

 

Net income

$

122.0

 

$

151.5

 

$

258.0

 

$

260.8

Add: Interest expense from assumed conversion of convertible notes, net of tax

 

1.0

 

 

1.1

 

 

2.1

 

 

3.2

Net income for diluted earnings per share calculation

$

123.0

 

$

152.6

 

$

260.1

 

$

264.0

 

 

 

 

 

 

 

 

 

 

 

 

Computation of diluted weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

40,331,347

 

 

44,416,803

 

 

42,109,970

 

 

45,221,248

Incremental shares from assumed exercise of stock options and vesting of restricted stock units

 

366,087

 

 

355,985

 

 

350,510

 

 

418,479

Incremental shares from assumed conversion of convertible debt

 

4,112,023

 

 

2,781,818

 

 

2,114,048

 

 

2,781,818

Diluted weighted average shares outstanding

 

44,809,457

 

 

47,554,606

 

 

44,574,528

 

 

48,421,545

 

The table includes all stock options and restricted stock units that are dilutive to the Company's weighted average common shares outstanding during the period. The calculation of diluted earnings per share excludes stock options or shares of restricted stock units that are anti-dilutive to the Company's weighted average common shares outstanding of approximately 5.2 million and 3.9 million for the three and nine months ended September 30, 2025 and 3.1 million and 3.1 million for the three and nine months ended September 30, 2024, respectively.

Euronet issued Convertible Senior Notes ("Convertible Notes") due March 2049 (the “2049 Convertible Notes”) and due October of 2030 (the “2030 Convertible Notes”). The Convertible Notes currently have a settlement feature requiring us upon conversion to settle the principal amount of the debt and any conversion value in excess of the principal value ("conversion premium"), for cash or shares of Euronet's common stock or a combination thereof, at the Company's option. Incremental shares assumed for conversion of Convertible Notes are required to be included in the dilutive earnings per share calculation, if dilutive, regardless of whether the market price trigger has been met. Therefore, the Convertible Notes are included in the calculation of diluted earnings per share if their inclusion is dilutive. The dilutive effect increases the more the market price exceeds the applicable conversion price for each series of the Convertible Notes.

 

In August 2025, in connection with the offering of the 2030 Convertible Notes, the Company entered into several Capped Call Options with various counterparties, which cover, subject to anti-dilution adjustments substantially similar to those in the 2030 Convertible Notes, an aggregate of 7.9 million shares of the Company’s common stock, the same number of shares that initially would be issuable upon conversion of the 2030 Convertible Notes. The Capped Call Options meet the criteria for classification as equity and, as such, are not remeasured each reporting period. During the third quarter of 2025, the Company paid $99.8 million for the Capped Call Options, which was recorded as a reduction to “Additional paid-in capital” within the Company’s consolidated financial statements along with the offsetting associated deferred tax impact of $26.0 million.

 

During March 2025, almost all of the holders of the 2049 Convertible Notes exercised their right to require the Company to repurchase their 2049 Notes, and the Company repurchased $491.8  million of the 2049 Convertible Notes leaving $33.2 million of the 2049 Convertible Notes outstanding at September 30, 2025.

The issuance of the 2030 Convertible Notes increased the weighted average incremental shares from assumed conversion from 2.8 million in the prior year to 4.1 million, partially offset by a decrease due to the repurchase of the 2049 Convertible Notes for the three months ended September 30, 2025.

See Note 10, Debt Obligations, to the consolidated financial statements for more information about the Convertible Notes and the Capped Call Options.

Share repurchases

On September 11, 2024, the Company put a repurchase program in place to repurchase up to $350 million in value, but not more than 7.0 million shares of common stock through September 11, 2026. As of September 30, 2025, approximately $93.4 million in value of additional shares were available to be repurchased under this repurchase program. 

 

On June 3, 2025, the Company put a repurchase program in place to repurchase up to $400 million in value, but not more than 8.0 million shares of common stock through June 3, 2027. As of September 30, 2025, all shares were available to be repurchased under this repurchase program. 

 

Repurchases under the programs may take place in the open market or in privately negotiated transactions, including derivative transactions, and may be made under a Rule 10b5-1 plan.

 

Accumulated Other Comprehensive Income (loss)

Accumulated other comprehensive income (loss) consists entirely of foreign currency translation adjustments. The Company recorded foreign currency translation adjustment loss of $20.7 million and gain of $249.3 million for the three and nine months ended September 30, 2025 and gains of $87.1 million and $32.1 million for the three and nine months ended September 30, 2024, respectively. There were no reclassifications of foreign currency translation adjustments into the consolidated statements of income for the three and nine months ended September 30, 2025 and 2024.