Quarterly report
Page 1
Index UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-37986 INTERNATIONAL MONEY EXPRESS, INC. (Exact name of registrant as specified in its charter) Delaware 47-4219082 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 9100 South Dadeland Blvd. Suite 1100Miami, Florida 33156 (Address of Principal Executive Offices) (Zip Code) (305) 671-8000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock ($0.0001 par value) IMXI Nasdaq Capital Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☒Large accelerated filer ☐Accelerated filer ☐Non-accelerated filer ☐Smaller reporting company ☐Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒
Page 2
As of November 5, 2025, there were 29,718,731 shares of the registrant’s common stock, $0.0001 par value per share, outstanding. The registrant has no other class of common stock outstanding.
Page 3
Index INTERNATIONAL MONEY EXPRESS, INC. INDEX TO FINANCIAL STATEMENTS Page SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 3 PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements 4 Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 4 Condensed Consolidated Statements of Income and Comprehensive Income for the Three andNine Months Ended September 30, 2025 and 2024 5 Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three andNine Months Ended September 30, 2025 and 2024 6 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30,2025 and 2024 8 Notes to Condensed Consolidated Financial Statements 10 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 Item 3. Quantitative and Qualitative Disclosures about Market Risk 48 Item 4. Controls and Procedures 50 PART II - OTHER INFORMATION Item 1. Legal Proceedings 51 Item 1A. Risk Factors 51 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 51 Item 3. Defaults Upon Senior Securities 51 Item 4. Mine Safety Disclosures 51 Item 5. Other Information 52 Item 6. Exhibits 53 SIGNATURES 54
Page 4
Index SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act, as amended, which reflect our current views with respect to certain events that are not historical facts but could have an effect on our future performance, including but without limitation, statements regarding our plans, objectives, financial performance, business strategies, projected results of operations, and expectations of the Company. These forward-looking statements include, but are not limited to, statements concerning the pending acquisition of the Company by The Western Union Company (“Western Union”), including our expectations regarding the timing and completion of the pending acquisition. These statements may include and be identified by words or phrases such as, without limitation, “would,” “will,” “should,” “expects,” “believes,” “anticipates,” “continues,” “could,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “forecasts,” “intends,” “assumes,” “estimates,” “approximately,” “shall,” “our planning assumptions,” “future outlook,” “currently,” “target,” “guidance,” and similar expressions (including the negative and plural forms of such words and phrases). These forward-looking statements are based largely on information currently available to our management and on our current expectations, assumptions, plans, estimates, judgments, projections about our business and our industry, and macroeconomic conditions, and are subject to various risks, uncertainties, estimates, contingencies and other factors, many of which are outside our control, that could cause actual results to differ materially from those expressed or implied by such forward-looking statements and could materially adversely affect our business, financial condition, results of operations, cash flows and liquidity. Factors that could cause or contribute to such differences include, but are not limited to, the following: • changes in applicable laws or regulations; • factors relating to the contemplated pending acquisition of the Company by Western Union, including: • the completion of the pending transaction on anticipated terms and timing or at all, including obtaining stockholder and regulatory approvals and other conditions to the completion of the transaction; • the ability of Western Union to integrate and implement its plans, forecasts and other expectations with respect to our business after the completion of the pending transaction; • the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, which may require us to pay a termination fee or other expenses; • potential significant transaction costs associated with the pending transaction, and the possibility that the pending transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; • continued availability of capital and other changes in capital markets; • potential litigation or regulatory actions relating to the pending transaction, which could result in significant costs of defense, indemnification, and liability; • the risk that disruptions from the pending transaction, such as diverting management’s attention from our ongoing business operations and relationships, may harm our business, including current plans and operations; • the effect of the announcement, pendency or completion of the pending transaction on our ability to retain and hire key personnel; • our ability to maintain relationships with customers, suppliers, governments, regulators and others with whom we do business, or our operating results or business generally; and • potential adverse business uncertainty resulting from restrictions imposed by the Merger Agreement during the pendency of the pending transaction that may impact our ability to pursue certain business opportunities or strategic transactions; • factors relating to our business, operations and financial performance, including: • changes in immigration laws and their enforcement, including any adverse effects on the level of immigrant employment, earning potential, and other commercial activities; • our success in expanding customer acceptance of our digital services and infrastructure, as well as developing, introducing and marketing new digital and other products and services; • new technology or competitors that disrupt the current money transfer and payment ecosystem, including the introduction of new digital platforms; • changes in tax laws in the United States and other countries in which we operate, including the imposition of taxes on certain types of remittances beginning in 2026; • loss of, or reduction in business with, key sending agents; • our ability to effectively compete in the markets in which we operate; • economic factors such as inflation, the level of economic activity, recession risks and labor market conditions, as well as volatility in market interest rates; • political conditions in the United States and the impact and duration of the current federal government shutdown; • international political factors, including ongoing hostilities in Ukraine and the Middle East, political instability, tariffs, including the effects of tariffs on domestic markets and industrial activity and employment, border taxes or restrictions on remittances or transfers from the outbound countries in which we operate or plan to operate; 3
Page 5
Index • volatility in foreign exchange rates that could affect the volume of consumer remittance activity and/or affect our foreign exchange related gains and losses; • consumer confidence in our brands and in consumer money transfers generally; • expansion into new geographic markets or product markets; • our ability to successfully execute, manage, integrate and obtain the anticipated financial benefits of key acquisitions and mergers; • cybersecurity-attacks or disruptions to our information technology, computer network systems, data centers and mobile devices applications; • the ability of our risk management and compliance policies, procedures and systems to mitigate risk related to transaction monitoring; • consumer fraud and other risks relating to the authenticity of customers’ orders or the improper or illegal use of our services by consumers, sending agents or digital partners; • our ability to maintain favorable banking and paying agent relationships necessary to conduct our business; • bank failures, sustained financial illiquidity, or illiquidity at the clearing, cash management or custodial financial institutions with which we do business; • changes to banking industry regulation and practice; • credit risks from our agents, digital partners and the financial institutions with which we do business; • our ability to recruit and retain key personnel; • our ability to maintain compliance with applicable laws and regulatory requirements, including those intended to prevent use of our money remittance services for criminal activity, those related to data and cybersecurity protection, and those related to new business initiatives; • enforcement actions and private litigation under regulations applicable to money remittance services; • our ability to protect intellectual property rights; • our ability to satisfy our debt obligations and remain in compliance with our credit facility requirements; • public health conditions, responses thereto and the economic and market effects thereof; • the use of third-party vendors and service providers; • weakness in U.S. or international economic conditions; and • other economic, business and/or competitive factors, risks and uncertainties, including those described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in our Annual Report on Form 10-K for the year ended December 31, 2024, as well as any additional factors that may be described in our other filings with the Securities and Exchange Commission (“SEC”) from time to time. Accordingly, all forward-looking statements that are made or attributable to us are expressly qualified in their entirety by this cautionary notice. The forward-looking statements included herein are only made as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 4
Page 6
Index PART 1 – FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS INTERNATIONAL MONEY EXPRESS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except for share data) September 30, 2025 December 31, 2024 ASSETS (unaudited) Current assets: Cash and cash equivalents $ 151,589 $ 130,503 Accounts receivable, net of allowance of $5,684 and $3,546, respectively 119,218 107,077 Prepaid wires, net 23,199 49,205 Prepaid expenses and other current assets 17,218 10,998 Total current assets 311,224 297,783 Property and equipment, net 56,633 50,354 Goodwill 55,195 55,195 Intangible assets, net 26,576 26,847 Other assets 29,104 32,198 Total assets $ 478,732 $ 462,377 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 18,328 $ 19,520 Wire transfers and money orders payable, net 93,416 85,044 Accrued and other liabilities 41,758 47,434 Total current liabilities 153,502 151,998 Long-term liabilities: Debt, net 157,929 156,623 Lease liabilities, net 16,995 18,582 Deferred tax liability, net 618 250 Total long-term liabilities 175,542 175,455 Commitments and contingencies, see Note 17 Stockholders’ equity: Preferred stock $0.0001 par value; 5,000,000 shares authorized, none issued oroutstanding — — Common stock $0.0001 par value; 200,000,000 shares authorized, 40,676,779and 40,164,056 shares issued and 29,713,211 and 30,548,702 sharesoutstanding as of September 30, 2025 and December 31, 2024, respectively 4 4 Additional paid-in capital 85,527 79,592 Retained earnings 281,209 257,470 Accumulated other comprehensive loss (22) (1,446) Treasury stock, at cost; 10,963,568 and 9,615,354 shares as of September 30,2025 and December 31, 2024, respectively (217,030) (200,696) Total stockholders’ equity 149,688 134,924 Total liabilities and stockholders’ equity $ 478,732 $ 462,377 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4
Page 7
Index INTERNATIONAL MONEY EXPRESS, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (in thousands, except for share data, unaudited) Three Months Ended September30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenues: Wire transfer and money order fees, net $ 127,795 $ 144,600 $ 380,932 $ 417,358 Foreign exchange gain, net 22,278 23,954 66,140 67,100 Other income 4,848 3,393 13,292 9,432 Total revenues 154,921 171,947 460,364 493,890 Operating expenses: Service charges from agents and banks 98,636 111,348 294,681 322,651 Salaries and benefits 19,701 17,238 56,514 52,237 Other selling, general and administrative expenses 14,132 10,412 37,475 30,846 Provision for credit losses 2,154 1,665 6,078 5,036 Restructuring costs — 27 306 2,738 Transaction costs 5,353 50 8,746 86 Depreciation and amortization 4,410 3,382 12,493 9,981 Total operating expenses 144,386 144,122 416,293 423,575 Operating income 10,535 27,825 44,071 70,315 Interest expense 2,981 3,200 8,774 8,997 Income before income taxes 7,554 24,625 35,297 61,318 Income tax provision 2,591 7,328 11,558 17,882 Net income 4,963 17,297 23,739 43,436 Other comprehensive income (loss) (160) (66) 1,424 (585) Comprehensive income $ 4,803 $ 17,231 $ 25,163 $ 42,851 Earnings per common share: Basic $ 0.17 $ 0.53 $ 0.79 $ 1.32 Diluted $ 0.17 $ 0.53 $ 0.79 $ 1.30 Weighted-average common shares outstanding: Basic 29,616,788 32,366,831 30,012,584 32,911,742 Diluted 29,816,620 32,732,465 30,183,399 33,335,363 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5
Page 8
Index INTERNATIONAL MONEY EXPRESS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (in thousands, except for share data, unaudited) Three Months Ended September 30, 2025 Common Stock Treasury Stock AdditionalPaid-inCapital RetainedEarnings AccumulatedOtherComprehensiveIncome(Loss) TotalStockholders’EquityShares Amount Shares Amount Balance, June 30,2025 40,387,993 $ 4 (10,963,568) $(217,030) $ 82,895 $276,246 $ 138 $ 142,253 Net income — — — — — 4,963 — 4,963 Issuance of commonstock: Exercise of stockoptions 5,000 — — — (10) — — (10) Other stock awards,net of shareswithheld for taxes 283,786 — — — (117) — — (117) Share-basedcompensation — — — — 2,759 — — 2,759 Adjustment fromforeign currencytranslation, net — — — — — — (160) (160) Acquisition oftreasury stock, atcost — — — — — — — — Balance, September30, 2025 40,676,779 $ 4 (10,963,568) $(217,030) $ 85,527 $281,209 $ (22) $ 149,688 Three Months Ended September 30, 2024 Common Stock Treasury Stock AdditionalPaid-inCapital RetainedEarnings AccumulatedOtherComprehensiveLoss TotalStockholders’EquityShares Amount Shares Amount Balance, June 30, 2024 40,091,006 $ 4 (7,496,161) $(160,186) $ 78,066 $224,788 $ (257) $ 142,415 Net income — — — — — 17,297 — 17,297 Issuance of commonstock: Exercise of stockoptions 26,600 — — — 300 — — 300 Other stock awards,net of shareswithheld for taxes 18,315 — — — (95) — — (95) Share-basedcompensation — — — — 2,312 — — 2,312 Adjustment fromforeign currencytranslation, net — — — — — — (66) (66) Acquisition of treasurystock, at cost — — (1,093,372) (20,318) — — — (20,318) Balance, September 30,2024 40,135,921 $ 4 (8,589,533) $(180,504) $ 80,583 $242,085 $ (323) $ 141,845 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6
Page 9
Index INTERNATIONAL MONEY EXPRESS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (CONTINUED) (in thousands, except for share data, unaudited) Nine Months Ended September 30, 2025 Common Stock Treasury Stock AdditionalPaid-inCapital RetainedEarnings AccumulatedOtherComprehensiveLoss TotalStockholders’EquityShares Amount Shares Amount Balance, December 31,2024 40,164,056 $ 4 (9,615,354) $(200,696) $ 79,592 $257,470 $ (1,446) $ 134,924 Net income — — — — — 23,739 — 23,739 Issuance of commonstock: Exercise of stockoptions 5,000 — — — (10) — — (10) Other stock awards,net of shareswithheld for taxes 507,723 — — — (1,059) — — (1,059) Share-basedcompensation — — — — 7,004 — — 7,004 Adjustment fromforeign currencytranslation, net — — — — — — 1,424 1,424 Acquisition of treasurystock, at cost — — (1,348,214) (16,334) — — — (16,334) Balance, September 30,2025 40,676,779 $ 4 (10,963,568) $(217,030) $ 85,527 $281,209 $ (22) $ 149,688 Nine Months Ended September 30, 2024 Common Stock Treasury Stock AdditionalPaid-inCapital RetainedEarnings AccumulatedOtherComprehensiveIncome (Loss) TotalStockholders’EquityShares Amount Shares Amount Balance, December 31,2023 39,673,271 $ 4 (5,850,034) $(125,564) $ 75,686 $198,649 $ 262 $ 149,037 Net income — — — — — 43,436 — 43,436 Issuance of commonstock: Exercise of stockoptions, net of shareswithheld for taxes 149,654 — — — (823) — — (823) Other stock awards, netof shares withheldfor taxes 312,085 — — — (1,137) — — (1,137) Fully vested shares 911 — — — — — — — Share-basedcompensation — — — — 6,857 — — 6,857 Adjustment fromforeign currencytranslation, net — — — — — — (585) (585) Acquisition of treasurystock, at cost — — (2,739,499) (54,940) — — — (54,940) Balance, September 30,2024 40,135,921 $ 4 (8,589,533) $(180,504) $ 80,583 $242,085 $ (323) $ 141,845 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 7
Page 10
Index INTERNATIONAL MONEY EXPRESS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands, unaudited) Nine Months Ended September 30, 2025 2024 Cash flows from operating activities: Net income $ 23,739 $ 43,436 Adjustments to reconcile net income to net cash provided by operatingactivities: Depreciation and amortization 12,493 9,981 Share-based compensation 7,004 6,857 Provision for credit losses 6,078 5,036 Debt origination costs amortization 770 888 Loss on debt extinguishment — 272 Deferred income tax provision (benefit), net 368 (1,110) Non-cash lease expense 5,220 5,265 Loss on disposal of property and equipment 1,111 1,315 Total adjustments 33,044 28,504 Changes in operating assets and liabilities: Accounts receivable (18,972) 23,919 Prepaid wires, net 28,164 (5,661) Prepaid expenses and other assets (4,974) 5,469 Wire transfers and money orders payable, net 6,465 (17,232) Lease liabilities (6,061) (4,036) Accounts payable and accrued and other liabilities (8,896) (16,431) Net cash provided by operating activities 52,509 57,968 Cash flows from investing activities: Purchases of property and equipment (16,713) (26,060) Proceeds from sale of real estate property 407 — Cash used in business acquisition, net of cash and cash equivalentsacquired — (1,249) Acquisition of agent locations (1,199) (550) Net cash used in investing activities (17,505) (27,859) Cash flows from financing activities: Repayments of term loan facility — (75,469) Borrowings under revolving credit facility 6,086,600 936,450 Repayments under revolving credit facility (6,085,286) (912,250) Debt origination costs — (3,066) Payments from exercise of stock options (10) (823) Payments for stock-based awards (1,059) (1,136) Repurchases of common stock (16,334) (54,940) Other financing activities (49) — Net cash used in financing activities (16,138) (111,234) Effect of exchange rate changes on cash and cash equivalents 2,220 (1,467) Net increase (decrease) in cash and cash equivalents 21,086 (82,592) Cash and cash equivalents, beginning of period 130,503 239,203 Cash and cash equivalents, end of period $ 151,589 $ 156,611 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 8
Page 11
Index INTERNATIONAL MONEY EXPRESS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (in thousands, unaudited) Nine Months Ended September 30, 2025 2024 Supplemental disclosure of cash flow information: Cash paid for interest $ 8,004 $ 7,939 Cash paid for income taxes $ 16,706 $ 24,304 Supplemental disclosure of non-cash investing activities: Lease liabilities arising from obtaining right-of-use assets $ 2,745 $ 2,089 Settlement of receivables from agent acquisitions $ 1,634 $ — Accrued liabilities related to agent acquisitions $ 350 $ — Supplemental disclosure of non-cash financing activities: Issuance of common stock for cashless exercise of options $ — $ 4,359 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 9
Page 12
Index INTERNATIONAL MONEY EXPRESS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 – BUSINESS AND ACCOUNTING POLICIES International Money Express, Inc. (the “Company” or “us” or “we”) operates as a money transmitter between the United States of America (“United States” or “U.S.”), Canada, Spain, Italy, the United Kingdom and Germany primarily to Mexico, Guatemala and other countries in Latin America, Europe, Africa and Asia through a network of authorized agents located in various unaffiliated retail establishments and 122 Company-operated stores throughout those jurisdictions. The accompanying condensed consolidated financial statements of the Company include International Money Express, Inc. and other entities in which the Company has a controlling financial interest. All significant inter-company balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company’s interim condensed consolidated financial statements and related notes are unaudited. In the opinion of management, all adjustments (including normal recurring adjustments) and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements have been included. The results reported in these interim condensed consolidated financial statements are not necessarily indicative of the results that may be reported for the entire year. Certain information and footnote disclosures required by GAAP have been condensed or omitted. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Current political conditions in the United States, including the recent federal government shutdown, have resulted in high levels of volatility in the market as well as uncertainty as to the economic and financial impacts of recent economic, trade and immigration enforcement actions taken by the current administration on the U.S., as well as foreign countries, including those that are destinations for money transfers or in which we currently operate. In addition, political, social and economic conditions in key Latin American markets continue to exhibit instability, as evidenced by higher interest rates, high unemployment rates, restricted lending activity, higher inflation, volatility in foreign currencies and low consumer confidence, among other economic, political and market factors. On August 10, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, The Western Union Company, a Delaware corporation (“Western Union”), and Ivey Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Western Union (“Merger Sub”). Pursuant to the Merger Agreement, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger and becoming a wholly owned subsidiary of Western Union. The Merger Agreement provides that each share of the Company’s common stock issued and outstanding immediately prior to the effective time of the Merger (subject to limited exceptions, such as treasury shares or shares as to which dissenters’ rights have been properly exercised in accordance with Delaware law) will be cancelled and converted into the right to receive $16.00 per share in cash, without interest. Consummation of the Merger is subject to various remaining customary closing conditions, including: (i) approval of the stockholders of the Company, (ii) the absence of any judgment by any governmental authority of competent jurisdiction or any applicable law that enjoins, restrains or otherwise makes illegal, prevents or prohibits consummation of the Merger, (iii) the receipt of applicable consents, approvals or other clearances required to be obtained under the Merger Agreement, including with respect to the Company’s or its subsidiaries’ money transmitter licenses, and (iv) other customary closing conditions. The Company cannot predict with certainty whether and when any of the required closing conditions will be satisfied or if the Merger will close. In addition, the consummation of the Merger was conditioned upon the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), which waiting period expired on October 6, 2025. Concentrations The Company maintains certain of its cash balances in various U.S. banks, which at times, may exceed federally insured limits. The Company has not incurred any losses on these accounts. In addition, the Company maintains various bank accounts in Mexico, Guatemala, Canada, the Dominican Republic, Spain, Italy, Germany and the United Kingdom and short-term investment accounts in Mexico, which may not be fully insured. During the three and nine months ended September 30, 2025, the Company did not incur any losses on these uninsured foreign bank accounts. In addition, a substantial portion of our paying agents are concentrated in a few large banks and financial institutions and large retail chains in Latin American countries. 10
Page 13
Index Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) issued guidance, ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. This guidance requires a public entity to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For the Company, the new standard is effective for the annual period ending on December 31, 2025, on a prospective basis with the option to apply retrospectively. The adoption of this guidance is not expected to have a material effect on the consolidated financial statements for the year ending December 31, 2025. The FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires more detailed disclosures about specified categories of expenses (including purchases of inventory, employee compensation, intangible asset amortization, and depreciation) included in certain expense captions presented on the face of the statement of income. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim reporting periods within fiscal years beginning one year later. Early adoption is permitted. The Company is currently evaluating the impact this guidance will have on the consolidated financial statements. The FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This amendment introduces a practical expedient, under which an entity may elect to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when developing reasonable and supportable forecasts as part of estimating expected credit losses. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025 and interim reporting periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this guidance will have on the consolidated financial statements. 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 amendment simplifies the software capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those fiscal years, with early adoption permitted. The amendments in this update permit an entity to apply the new guidance using a prospective, retrospective or modified transition approach. The Company is currently evaluating the impact this guidance will have on the consolidated financial statements. Reclassifications Certain reclassifications have been made to the prior year financial statements in order to concur with current financial presentation primarily as it relates to disclosure of the provision for credit losses as a separate item in the condensed consolidated statements of income and comprehensive income. NOTE 2 – ACQUISITIONS Restructuring costs During 2024, the Company started executing a restructuring plan primarily related to certain of its foreign operations and Envios de Valores La Nacional Corp (“La Nacional”). These restructuring costs are part of the Company's plan, for which the objectives are to reorganize the workforce, streamline operational processes, integrate technology functionality, as well as to develop efficiencies within the Company. For the nine months ended September 30, 2025, the Company incurred approximately $0.3 million in expenses for a reduction of workforce in certain locations. These expenses primarily consisted of severance payments and related benefits. For the three and nine months ended September 30, 2024, the Company incurred approximately $27.0 thousand and $2.5 million in expenses for a reduction of workforce in certain locations, closing of certain facilities, discontinuing technology and disposal of obsolete assets. The following table presents the changes in our liability balance related to restructuring costs for the three and nine months ended September 30, 2025 (in thousands): 11
Page 14
Index Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025 Severance costs Legal andprofessional fees Severance costs Legal andprofessional fees Beginning balance $ 69 $ — $ 300 $ 16 Charges incurred — — 297 9 Payments/other (69) — (597) (25) Ending balance $ — $ — $ — $ — The following table presents the changes in our liability balance related to restructuring costs for the three and nine months ended September 30, 2024 (in thousands): Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024 Severance costs Legal andprofessional fees Severance costs Legal andprofessional fees Beginning balance $ 961 $ 366 $ — $ — Charges incurred 27 — 1,691 376 Payments (452) (357) (1,155) (367) Ending balance $ 536 $ 9 $ 536 $ 9 Transaction Costs Transaction costs include all internal and external costs directly related to acquisition activities and the Company's evaluation of strategic alternatives including the pending Merger with Western Union, consisting primarily of legal, consulting, accounting and financial advisory fees. Transaction costs were $5.4 million and $50.0 thousand for the three months ended September 30, 2025 and 2024, respectively, and $8.7 million and $86.0 thousand for the nine months ended September 30, 2025 and 2024, respectively. NOTE 3 – REVENUES The Company recognized revenues from contracts with customers, sending agents, digital partners and others for the three and nine months ended September 30, 2025 and 2024, as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Wire transfer and money order fees $ 128,091 $ 145,444 $ 382,588 $ 419,485 Discounts and promotions (296) (844) (1,656) (2,127) Wire transfer and money order fees, net 127,795 144,600 380,932 417,358 Foreign exchange gain, net 22,278 23,954 66,140 67,100 Other income 4,848 3,393 13,292 9,432 Total revenues $ 154,921 $ 171,947 $ 460,364 $ 493,890 There are no significant initial costs incurred to obtain contracts with customers. Until January 31, 2025, the Company had a loyalty program under which customers earned one point for each wire transfer completed. Points were redeemed for a discounted wire transaction fee or a foreign exchange rate that was more favorable to the customer. Because the loyalty program benefits represented a future performance obligation, a portion of the initial consideration was recorded as deferred revenue loyalty program (see Note 9) and a corresponding loyalty program entry was recorded as contra revenue. Revenue from this performance obligation was recognized upon customers redeeming points or upon expiration of any points outstanding. Effective February 1, 2025, the loyalty program was terminated. Under the termination conditions, customers were able to redeem their points by July 31, 2025. Any points not redeemed by that date expired automatically. Except for the loyalty program discussed above, our revenues include only one performance obligation, which is to collect the consumer’s money and make funds available for payment, generally on the same day, to a designated recipient in the currency requested. The Company also offers several other services, including money orders, and check cashing through its sending agents and Company- operated stores, for which revenue is derived from a fee per transaction. For substantially all of the Company’s revenues, the Company acts as principal in the transactions and reports revenue on a gross basis, because the Company controls the service at all times prior to transfer 12
Page 15
Index to the customer, is primarily responsible for fulfilling the customer contracts, has the risk of loss and has the ability to establish transaction prices. In addition, we generate revenue from our remittance-as-a-service relationships with digital partners where we receive a fee for facilitating money transfers processed through our proprietary software systems, using our money transmitter licenses and payer network relationships, which are recognized at the time the transaction is processed. The Company acts as the agent for these transactions. Wire transfers and money order fees include money order fees of $0.5 million and $0.6 million for the three months ended September 30, 2025 and 2024, respectively, and $1.6 million and $1.7 million for the nine months ended September 30, 2025 and 2024, respectively. NOTE 4 – ACCOUNTS RECEIVABLE AND AGENT ADVANCES RECEIVABLE, NET OF ALLOWANCE Accounts Receivable Accounts receivable represents primarily outstanding balances from sending agents for pending wire transfers or money orders from our customers. The outstanding balance of accounts receivable, net of allowance for credit losses, consists of the following (in thousands): September 30, 2025 December 31, 2024 Accounts receivable $ 124,902 $ 110,623 Allowance for credit losses (5,684) (3,546) Accounts receivable, net $ 119,218 $ 107,077 Agent Advances Receivable Agent advances receivable, net of allowance for credit losses, from sending agents is as follows (in thousands): September 30, 2025 December 31, 2024 Agent advances receivable, current $ 2,132 $ 2,260 Allowance for credit losses (211) (173) Net current $ 1,921 $ 2,087 Agent advances receivable, long-term $ 2,530 $ 2,315 Allowance for credit losses (190) (117) Net long-term $ 2,340 $ 2,198 The net current portion of agent advances receivable is included in prepaid expenses and other current assets (see Note 5), and the net long-term portion is included in other assets (see Note 5) in the condensed consolidated balance sheets. At September 30, 2025 and December 31, 2024, there were $4.7 million and $4.6 million, respectively, of agent advances receivable collateralized by personal guarantees from sending agents and assets from their businesses in case of a default by the agent. The maturities of agent advances receivable at September 30, 2025 are as follows (in thousands): Outstanding Balance Under 1 year $ 2,132 Between 1 and 2 years 1,760 More than 2 years to 3 years 770 Total $ 4,662 Allowance for Credit Losses 13
Page 16
Index The changes in the allowance for credit losses related to accounts receivable and agent advances receivable are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Beginning balance $ 5,509 $ 3,910 $ 3,836 $ 2,794 Provision 2,154 1,665 6,078 5,036 Charge-offs (1,811) (1,405) (4,905) (4,247) Recoveries 229 224 701 904 Other 4 16 375 (77) Ending Balance $ 6,085 $ 4,410 $ 6,085 $ 4,410 The allowance for credit losses allocated by financial instrument category is as follows (in thousands): September 30, 2025 December 31, 2024 Accounts receivable $ 5,684 $ 3,546 Agent advances receivable 401 290 Allowance for credit losses $ 6,085 $ 3,836 NOTE 5 – PREPAID EXPENSES AND OTHER ASSETS Prepaid expenses and other current assets consisted of the following (in thousands): September 30, 2025 December 31, 2024 Prepaid insurance $ 1,488 $ 1,097 Prepaid fees and services 3,256 2,823 Agent incentive advances 2,318 2,494 Agent advances receivable, net of allowance 1,921 2,087 Prepaid marketing 1,577 502 Prepaid income taxes 5,374 119 Prepaid expenses and other current assets 1,284 1,876 $ 17,218 $ 10,998 Other assets consisted of the following (in thousands): September 30, 2025 December 31, 2024 Revolving credit facility origination fees $ 3,847 $ 4,576 Agent incentive advances 2,193 3,702 Agent advances receivable, net of allowance 2,340 2,198 Right-of-use assets, net 17,338 18,511 Funds held by seized banking entities, net of allowance 1,743 1,539 Other assets 1,643 1,672 $ 29,104 $ 32,198 Prior to 2022, local banking regulators in Mexico resolved to close and liquidate a local financial institution, citing a lack of compliance with minimum capital requirements. The Company has approximately $6.0 million of exposure from deposits it held with this bank when it was closed. In accordance with the banking regulations in Mexico, large depositors such as the Company will be paid once the assets of the financial institution are liquidated. Currently, it is difficult to predict the length of the liquidation process or if the proceeds from the asset liquidation will be sufficient to recover any of the Company's funds on deposit. The Company maintains a valuation allowance of approximately $4.3 million as of September 30, 2025 in connection with the balance of deposits held by the financial institution as a result of its closure, which has not materially changed since 2022. 14
Page 17
Index NOTE 6 – GOODWILL AND INTANGIBLE ASSETS Goodwill and the majority of intangible assets on the condensed consolidated balance sheets of the Company were recognized from business acquisition transactions. Intangible assets on the condensed consolidated balance sheets of the Company consist of agent relationships, trade names, developed technology and other intangible assets. Agent relationships, trade names and developed technology are amortized over their estimated useful lives of up to 15 years using an accelerated method that correlates with the projected realization of the benefit. The agent relationships intangible represents the network of independent sending agents; trade names refers to the Intermex, La Nacional, Amigo Paisano and I-Transfer names, branded on all applicable agent locations and well recognized in the market; and developed technology includes the state-of-the-art system that the Company has continued to develop and improve over the past 20 years. Other intangible assets relate to the acquisition of Company-operated stores, which are amortized on a straight line basis over 10 years, and non-competition agreements, which are amortized over the length of the agreement, typically 5 years. The determination of our intangible fair values includes several assumptions that are subject to various risks and uncertainties. Management believes it has made reasonable estimates and judgments concerning these risks and uncertainties, and no impairment charges were determined necessary to be recognized during the three and nine months ended September 30, 2025. The following table presents the changes in goodwill and intangible assets (in thousands): Goodwill Intangibles Balance at December 31, 2024 $ 55,195 $ 26,847 Acquisition of agent locations — 3,183 Amortization expense — (3,454) Balance at September 30, 2025 $ 55,195 $ 26,576 Other intangible assets of approximately $3.2 million resulting from the acquisition of agent locations during the nine months ended September 30, 2025 have a weighted average useful life of 10 years. Amortization expense related to intangible assets for the remainder of 2025 and thereafter is as follows (in thousands): 2025 $ 1,172 2026 4,067 2027 3,492 2028 3,010 2029 2,619 Thereafter 12,216 $ 26,576 NOTE 7 – LEASES To conduct certain of our operations, the Company is a party to leases for office space, warehouses and Company-operated store locations and vehicles. The presentation of right-of-use assets and lease liabilities in the condensed consolidated balance sheets is as follows (in thousands): 15
Page 18
Index Leases Classification September 30, 2025 December 31, 2024 Assets Right-of-use assets Other assets $ 17,338 $ 18,511 Total leased assets $ 17,338 $ 18,511 Liabilities Current Operating Accrued and other liabilities $ 6,208 $ 6,468 Noncurrent Operating Lease liabilities 16,995 18,582 Total Lease liabilities $ 23,203 $ 25,050 (1) Operating right-of-use assets are recorded net of accumulated amortization of $16.3 million and $14.5 million as of September 30, 2025 and December 31, 2024, respectively. Operating lease cost for the three and nine months ended September 30, 2025 and 2024, was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Lease Cost 2025 2024 2025 2024 Operating lease cost $ 1,728 $ 1,741 $ 5,220 $ 5,265 (2) Operating lease cost is included in other selling, general and administrative expenses in the condensed consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2025 and 2024. As of September 30, 2025 and December 31, 2024, the Company’s weighted-average remaining lease terms on its operating leases is 6.2 and 6.6 years, and the Company’s weighted-average discount rate is 6.44% and 6.31%, respectively, which is the Company’s incremental borrowing rate. The Company used its incremental borrowing rate for all leases, as none of the Company’s lease agreements provide a readily determinable implicit rate. Lease Payments Future minimum lease payments for assets under non-cancelable operating lease agreements with original terms of more than one year are as follows (in thousands): 2025 $ 1,770 2026 5,954 2027 4,291 2028 2,934 2029 2,292 Thereafter 9,807 Total lease payments 27,048 Less: Imputed interest (3,845) Present value of lease liabilities $ 23,203 (1) (2) 16
Page 19
Index NOTE 8 – WIRE TRANSFERS AND MONEY ORDERS PAYABLE, NET Wire transfers and money orders payable, net consisted of the following (in thousands): September 30, 2025 December 31, 2024 Wire transfers payable, net $ 28,483 $ 22,437 Customer voided wires payable 36,495 32,583 Money orders payable 28,438 30,024 $ 93,416 $ 85,044 Customer voided wires payable consist primarily of wire transfers that were not completed because the recipient did not collect the funds within 30 days and the sender has not claimed the funds and, therefore, are considered unclaimed property. Unclaimed property laws of each state in the United States in which we operate, the District of Columbia, and Puerto Rico require us to track certain information for all of our money remittances and payment instruments and, if the funds underlying such remittances and instruments are unclaimed at the end of an applicable statutory abandonment period, require us to remit the proceeds of the unclaimed property to the appropriate jurisdiction. Applicable statutory abandonment periods range from three to seven years. NOTE 9 – ACCRUED AND OTHER LIABILITIES Accrued and other liabilities consisted of the following (in thousands): September 30, 2025 December 31, 2024 Commissions payable to sending agents $ 16,684 $ 18,080 Accrued salaries and benefits 4,837 5,581 Accrued bank charges 2,102 1,839 Lease liability, current portion 6,208 6,468 Accrued professional fees 1,766 1,092 Accrued taxes 2,113 2,965 Deferred revenue loyalty program — 2,692 Contingent consideration liability 1,158 1,158 Acquisition related liabilities 1,594 1,244 Accrued transaction costs 84 1,600 Other 5,212 4,715 $ 41,758 $ 47,434 The following table shows the changes in the deferred revenue loyalty program liability (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Beginning balance $ 543 $ 4,794 $ 2,692 $ 4,771 Revenue deferred during the period — 767 141 2,266 Revenue recognized during the period (543) (2,588) (2,833) (4,064) Ending balance $ — $ 2,973 $ — $ 2,973 17
Page 20
Index NOTE 10 – DEBT Debt consisted primarily of the following (in thousands): September 30, 2025 December 31, 2024 Revolving credit facility $ 157,914 $ 156,600 Other 15 23 $ 157,929 $ 156,623 Until August 28, 2024, the Company and certain of its domestic subsidiaries as borrowers and the other guarantors from time to time party thereto (collectively, the “Loan Parties”) maintained an Amended and Restated Credit Agreement (as amended, the “A&R Credit Agreement”) with a group of banking institutions. The A&R Credit Agreement provided for a $220.0 million revolving credit facility, an $87.5 million term loan facility and an uncommitted incremental facility, which may have been utilized for additional revolving or term loans, of up to $70.0 million. The A&R Credit Agreement also provided for the issuance of letters of credit, which would reduce availability under the revolving credit facility. The proceeds of the term loan were used to refinance the existing term loan facility under the Company’s previous credit agreement, and the revolving credit facility was available for working capital, general corporate purposes and to pay fees and expenses in connection with entry into the A&R Credit Agreement. At the election of the Company, interest on the term loan facility and revolving loans under the A&R Credit Agreement were determined by reference to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (“SOFR”) plus an index adjustment of 0.10% and an applicable margin ranging between 2.50% and 3.00% based upon the Company’s consolidated leverage ratio, as calculated pursuant to the terms of the A&R Credit Agreement. Loans (other than Term Loans, as defined in the A&R Credit Agreement), were subject to interest at the base rate plus an applicable margin ranging between 1.50% and 2.00% based upon the Company’s consolidated leverage ratio, as so calculated. The Company was also required to pay a fee on the unused portion of the revolving credit facility equal to 0.35% per annum. On August 29, 2024, the Company entered into a Second Amended and Restated Credit Agreement (the “Second A&R Credit Agreement”) with a group of banking institutions, which amended and restated in its entirety the A&R Credit Agreement. The Second A&R Credit Agreement provides for a new $425.0 million, multi-currency, revolving credit facility and an uncommitted incremental facility, which may be utilized for additional term and revolving loans of up to $100.0 million. The Second A&R Credit Agreement also provides for the issuance of letters of credit, which would reduce availability under the revolving credit facility. The maturity date of the Second A&R Credit Agreement is August 29, 2029. A portion of the initial borrowings under the new revolving credit facility were used to repay in full the remaining outstanding balance of the Company’s term loan under the A&R Credit Agreement and to pay the costs associated with establishing the new revolving credit facility. Borrowings under the Second A&R Credit Agreement are available for general corporate purposes to support the Company’s growth, as well as to fund share repurchases. Entering into the Second A&R credit agreement was accounted for as a debt modification. The unamortized portion of debt origination costs primarily related to the Second A&R Credit Agreement totaled approximately $3.8 million and $4.6 million at September 30, 2025 and December 31, 2024, respectively. Amortization of debt origination costs is included as a component of interest expense in the condensed consolidated statements of income and comprehensive income and amounted to approximately $0.3 million and $0.6 million for the three months ended September 30, 2025 and 2024, respectively, and $0.8 million and $1.2 million for the nine months ended September 30, 2025 and 2024, respectively. Under the Second A&R Credit Agreement and at the election of the Company, interest on the revolving loans denominated in U.S. Dollars is determined by reference to either (i) the SOFR, (ii) the daily simple SOFR or (iii) a defined “base rate,” in each case, plus an applicable margin ranging from 1.75% to 2.25% for SOFR rate loans and from 0.75% to 1.25% for base rate loans based upon the Company’s consolidated leverage ratio, as so calculated pursuant to the terms of the Second A&R Credit Agreement. Interest on revolving loans denominated in Euros or Pounds Sterling is determined by reference to the Euro Interbank Offered Rate (“EURIBOR”) or Sterling Overnight Index Average (“SONIA”), in each case, plus an applicable margin ranging from 1.75% to 2.25% based upon the Company’s consolidated leverage ratio, as so calculated. The revolving loans may be borrowed, repaid, and reborrowed from time to time in accordance with the terms and conditions of the Second A&R Credit Agreement. Interest is payable quarterly for base rate loans, daily simple SOFR loans, and daily simple SONIA loans, and on the expiration of the applicable interest period for term SOFR loans and EURIBOR loans. The Company also pays an annual commitment fee of up to 0.30% of the actual daily amount by which the maximum availability under the revolving credit facility exceeds the sum of the outstanding amount of revolving credit loans. 18
Page 21
Index The effective interest rate for the revolving credit facility was 2.75% for the nine months ended September 30, 2025. The effective interest rates for the term loan facility and revolving credit facility were 9.02% and 2.48%, respectively, for the nine months ended September 30, 2024. The Second A&R Credit Agreement also provides the Company with increased flexibility to make certain restricted payments, including the repurchase of shares of its common stock, without limitation so long as the Company’s consolidated leverage ratio, as of the then most recently completed four fiscal quarters, after giving pro forma effect to such restricted payments, is 2.50 to 1.00 or less. In addition, the Company may make restricted payments that do not exceed in the aggregate during any fiscal year the greater of (i) $30.3 million and (ii) 25% of Consolidated EBITDA (as defined in the Second A&R Credit Agreement) for the then most recently completed four fiscal quarters of the Company. The Second A&R Credit Agreement also contains customary covenants that limit the ability of the Company and its subsidiaries to, among other things, grant liens, incur additional indebtedness, make acquisitions or investments, dispose of certain assets, issue dividends and distributions (other than to the Company and certain of its subsidiaries), change the nature of their businesses, enter into certain transactions with affiliates, or amend the terms of material indebtedness, in each case subject to certain thresholds and exceptions. Under the Second A&R Credit Agreement, the Company is required to maintain a quarterly minimum interest coverage ratio of 3.00:1.00 and a quarterly maximum consolidated leverage ratio of 3.50 with a step-up to 3.75 in the quarter during which the Company completes a material acquisition, in each case, as computed in accordance with the terms of the Second A&R Credit Agreement. As of September 30, 2025, we were in compliance with these covenants. The obligations under the Second A&R Credit Agreement are guaranteed by the Company and certain domestic subsidiaries of the Company and secured by liens on substantially all of the assets of the Loan Parties, subject to certain exclusions and limitations. NOTE 11 – FAIR VALUE MEASUREMENTS The Company determines fair value in accordance with the provisions of FASB guidance, Fair Value Measurements and Disclosures, which defines fair value as an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-level fair value hierarchy that prioritizes the inputs used to measure fair value was established. There are three levels of inputs used to measure fair value and for disclosure purposes. Level 1 relates to quoted market prices for identical assets or liabilities in active markets. Level 2 relates to observable inputs other than quoted prices included in Level 1. Level 3 relates to unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s non-financial assets measured at fair value on a nonrecurring basis include goodwill and intangible assets. The determination of our intangible fair values is based on a discounted cash flows analysis that includes several assumptions and inputs to measure the economic benefit of these assets over their useful lives, such as the Company’s forecasted revenues, assumed turnover of agent locations, obsolescence assumptions for technology, market discount and royalty rates. These inputs are based on information not observable in the market and represent Level 3 measurements within the fair value hierarchy. The Company's financial assets and liabilities are carried at amortized cost. The Company’s cash and cash equivalents balances are representative of their fair values as these balances are comprised of deposits available on demand or overnight. The carrying amounts of accounts receivable, agent advances receivable, prepaid wires, accounts payable and wire transfers and money orders payable are representative of their fair values because of the short turnover of these instruments. The Company’s financial liabilities include its revolving credit facility. The estimated fair value of the revolving credit facility would approximate book value given the payment schedule and interest rate structure, which approximates current market interest rates. The following tables present the Company's financial instruments that are not measured at fair value, categorized based upon the fair value hierarchy (in thousands): 19
Page 22
Index September 30, 2025 Level 1 Level 2 Level 3 Cash and cash equivalents $ 151,589 $ — $ — Accounts receivable, net — 119,218 — Agent advances, net of allowance — 4,261 — Prepaid wires — 23,199 — Total assets $ 151,589 $ 146,678 $ — Accounts payable $ — $ 18,328 $ — Wire transfers and money orders payable — 93,416 — Revolving credit facility — 157,914 — Total liabilities $ — $ 269,658 $ — December 31, 2024 Level 1 Level 2 Level 3 Cash and cash equivalents $ 130,503 $ — $ — Accounts receivable, net — 107,077 — Agent advances, net of allowance — 4,285 — Prepaid wires — 49,205 — Total assets $ 130,503 $ 160,567 $ — Accounts payable $ — $ 19,520 $ — Wire transfers and money orders payable — 85,044 — Revolving credit facility — 156,600 — Total liabilities $ — $ 261,164 $ — The following tables present the Company's assets measured at fair value on a non-recurring basis at the dates indicated (in thousands): September 30, 2025 December 31, 2024 Goodwill $ 55,195 $ 55,195 Intangible assets, net 26,576 26,847 $ 81,771 $ 82,042 NOTE 12 – SHARE-BASED COMPENSATION International Money Express, Inc. Omnibus Equity Compensation Plans The International Money Express, Inc. 2020 Omnibus Equity Compensation Plan (the “2020 Plan”) provided for the granting of stock- based incentive awards, including stock options, restricted stock units (“RSUs”), restricted stock awards (“RSAs”) and performance stock units (“PSUs”) to employees, certain service providers and independent directors of the Company. There were 3.7 million shares of the Company’s common stock approved for issuance under the 2020 Plan, which included 0.4 million shares that were previously subject to awards granted under the International Money Express, Inc. 2018 Omnibus Equity Compensation Plan (the “2018 Plan”). Although awards remain outstanding under the 2018 Plan, which was terminated effective June 26, 2020, no additional awards may be granted under the 2018 Plan. On June 20, 2025, the Company’s stockholders approved the Amended and Restated International Money Express, Inc. 2020 Omnibus Equity Compensation Plan (the “A&R 2020 Plan” and together with the 2018 and 2020 Plans, the “Plans”), which amends and restates the 2020 Plan. The A&R 2020 Plan increased the number of shares of common stock authorized for issuance under the 2020 Plan by an additional 2.5 million shares. As of September 30, 2025, 3.2 million shares remained available for future awards under the Plan. 20
Page 23
Index Stock Options The value of each option grant is estimated on the grant date using the Black-Scholes option pricing model (“BSM”). The option pricing model requires the input of certain assumptions, including the grant date fair value of our common stock, expected volatility, risk-free interest rates, expected term and expected dividend yield. To determine the grant date fair value of the Company’s common stock, we use the closing market price of our common stock at the grant date. We also use an expected volatility based on the historical volatility of the Company’s common stock and the “simplified” method for calculating the expected life of our stock options as the options are “plain vanilla” and we do not have any significant historical post-vesting activity. We have elected to account for forfeitures as they occur. The risk-free interest rates are obtained from publicly available U.S. Treasury yield curve rates. Share-based compensation is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. The stock options issued under the Plans have 10-year terms and generally vest in four equal installments beginning one year after the date of the grant. The Company recognized compensation expense for stock options of approximately $86.8 thousand for the nine months ended September 30, 2024 (none in the three months ended September 30, 2024, and none in the three and nine months ended September 30, 2025, respectively), which is included in salaries and benefits in the condensed consolidated statements of income and comprehensive income. As of September 30, 2025, there is no unrecognized compensation expense related to stock options. A summary of stock option activity under the Plans during the nine months ended September 30, 2025 is presented below: Number ofOptions Weighted-AverageExercise Price Weighted-AverageRemainingContractualTerm (Years) Weighted-AverageGrant DateFair Value Outstanding at December 31, 2024 151,125 $ 12.13 4.36 $ 4.35 Granted — $ — $ — Exercised (5,000) $ 9.91 $ 3.32 Forfeited — $ — $ — Expired — $ — $ — Outstanding at September 30, 2025 146,125 $ 12.21 3.64 $ 4.38 Exercisable at September 30, 2025 146,125 $ 12.21 3.64 $ 4.38 The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2025 and 2024 was approximately $22.5 thousand and $3.8 million, respectively. The aggregate fair value of all vested/exercisable options outstanding as of September 30, 2025 was $0.6 million, which was determined based on the market value of our stock as of that date. Restricted Stock Units The RSUs granted under the Plans to the Company’s employees or certain service providers generally vest in four equal annual installments beginning one year after the date of the grant, while RSUs issued to the Company’s independent directors generally vest on the one-year anniversary from the grant date. The Company recognized compensation expense for all RSUs of approximately $1.5 million and $0.7 million for the three months ended September 30, 2025 and 2024, respectively, and $3.8 million and $2.6 million for the nine months ended September 30, 2025 and 2024, respectively, which is included in salaries and benefits in the condensed consolidated (1) (2) (1) (2) 21
Page 24
Index statements of income and comprehensive income. As of September 30, 2025, unrecognized compensation expense related to RSUs of approximately $8.3 million is expected to be recognized over a weighted-average period of 1.8 years. A summary of RSU activity during the nine months ended September 30, 2025 is presented below: Number ofRSUs Weighted-AverageGrant Price Outstanding (nonvested) at December 31, 2024 432,316 $ 20.71 Granted 410,023 $ 13.84 Vested (191,553) $ 20.07 Forfeited (52,435) $ 17.41 Outstanding (nonvested) at September 30, 2025 598,351 $ 17.13 The aggregate fair value of all RSUs granted during the nine months ended September 30, 2025 was approximately $5.7 million. Share Awards During the nine months ended September 30, 2024, 911 fully vested shares were granted to the Lead Independent Director and Chairs of the Committees of the Board of Directors. The Company recognized compensation expense for the share awards of $20.1 thousand for the nine months ended September 30, 2024 (none in 2025), which is included in salaries and benefits in the condensed consolidated statement of income and comprehensive income. Effective in the second quarter of 2024, the grant of share awards to certain of the Company's independent directors was replaced with the grant of RSAs as described below. Restricted Stock Awards The RSAs issued under the Plans to the Company’s employees generally vest in four equal annual installments beginning one year after the date of grant, while RSAs issued to certain of the Company’s independent directors vest at the end of the three-month calendar quarter in which the grant is made. The Company recognized compensation expense for RSAs granted of $0.5 million and $0.6 million for the three months ended September 30, 2025 and 2024, respectively, and $1.5 million and $1.4 million for the nine months ended September 30, 2025 and 2024, respectively, which is included in salaries and benefits in the condensed consolidated statements of income and comprehensive income. As of September 30, 2025, there was $4.0 million of unrecognized compensation expense related to RSAs, which is expected to be recognized over a weighted-average period of 1.7 years. A summary of RSA activity during the nine months ended September 30, 2025 is presented below: Number ofRSAs Weighted-AverageGrant Price Outstanding (nonvested) at December 31, 2024 227,518 $ 20.65 Granted 125,310 $ 18.24 Vested (95,659) $ 18.90 Forfeited — $ — Outstanding (nonvested) at September 30, 2025 257,169 $ 20.12 The aggregate fair value of all RSAs granted during the nine months ended September 30, 2025 was approximately $2.3 million. Performance Stock Units PSUs granted under the Plans to the Company’s employees generally vest subject to attainment of performance criteria during the service period established by the Compensation Committee. Each PSU represents the right to receive one share of common stock, and the actual number of shares issuable upon vesting is determined based upon performance compared to financial performance targets. The PSUs vest based on the achievement of certain adjusted earnings per share targets for a period of up to three years combined with a service period of three years. Compensation cost is recognized over the requisite service period when it is probable that the performance condition will be satisfied. The Company recognized compensation expense for PSUs of $0.8 million and $1.0 million for the three months ended September 30, 2025 and 2024, respectively, and $1.7 million and $2.7 million for the nine months ended September 30, 2025 and 2024, respectively, which is included in salaries and benefits in the condensed consolidated statements of income and comprehensive income. As of September 30, (1) (1) (1) (1) 22
Page 25
Index 2025, there was $4.9 million of unrecognized compensation expense related to PSUs, which is expected to be recognized over a weighted- average period of 1.9 years. A summary of PSU activity during the nine months ended September 30, 2025 is presented below: Number ofPSUs Weighted-AverageRemainingContractualTerm (Years) Weighted-AverageGrant Price Outstanding (nonvested) at December 31, 2024 321,530 8.77 $ 21.88 Granted 337,814 $ 12.11 Vested/accelerated (14,451) $ 12.11 Forfeited (9,520) $ 21.01 Outstanding (nonvested) at September 30, 2025 635,373 8.81 $ 16.92 The aggregate fair value of all PSUs granted during the nine months ended September 30, 2025 was approximately $4.1 million. NOTE 13 – EQUITY On August 18, 2021, the Company’s Board of Directors approved a stock repurchase program that authorizes the Company to purchase up to $40.0 million of outstanding shares of the Company’s common stock and which was increased on March 3, 2023 to an additional $100.0 million and on August 26, 2024 to an additional $63.8 million of its outstanding shares (the “Repurchase Program”). Under the Repurchase Program, the Company is authorized to repurchase shares from time to time in accordance with applicable laws, both on the open market and in privately negotiated transactions and may include the use of derivative contracts or structured share repurchase agreements. The timing and amount of repurchases depends on several factors, including market and business conditions, the trading price of the Company’s common stock and the nature of other investment opportunities. The Repurchase Program may be limited, suspended or discontinued at any time without prior notice. The Repurchase Program does not have an expiration date. The Second A&R Credit Agreement permits the Company to make restricted payments (including share repurchases, among others), (i) without limitation so long as the Consolidated Leverage Ratio (as defined in the Second A&R Credit Agreement), as of the then most recently completed four fiscal quarters of the Company, after giving pro forma effect to such restricted payments, is 2.50:1.00 or less, (ii) that do not exceed, in the aggregate during any fiscal year, the greater of (x) $30.3 million and (y) 25.00% of Consolidated EBITDA (as defined in the Second A&R Credit Agreement) for the then most recently completed four fiscal quarters of the Company and (iii) to repurchase Company common stock from current or former employees in an aggregate amount of up to $15.0 million per calendar year. The Company accounts for purchases of treasury stock under the cost method. Any direct costs incurred to acquire treasury stock are considered stock issue costs and added to the cost of the treasury stock. Separately from the Repurchase Program, on March 12, 2025 the Company entered into an agreement with Latin-American Investment Holdings Inc., a related party, for the purchase of 100,000 shares of the Company's common stock for a total purchase price of $1.3 million, in a privately-negotiated transaction. During the three months ended September 30, 2025, there were no share repurchases. During the nine months ended September 30, 2025, including the shares previously mentioned, the Company purchased 1,348,214 shares, for an aggregate purchase price of $16.3 million. During the three and nine months ended September 30, 2024, the Company purchased 1,093,372 shares and 2,739,499 shares for an aggregate purchase price of $20.3 million and $54.9 million, respectively. As of September 30, 2025, there was $48.3 million available for future share repurchases under the Repurchase Program. The Company has suspended activity under the Repurchase Program and does not intend to make further repurchases under it during the pendency of the Merger Agreement. NOTE 14 – EARNINGS PER SHARE Basic earnings per share is calculated by dividing net income for the period by the weighted-average number of common shares outstanding for the period. In computing dilutive earnings per share, basic earnings per share is adjusted for the assumed issuance of all applicable potentially dilutive share-based awards, including common stock options, RSUs, RSAs and PSUs. Shares of treasury stock are not considered outstanding and therefore are excluded from the weighted-average number of common shares outstanding calculation. Below are basic and diluted earnings per share for the periods indicated (in thousands, except for share data): (1) (1) 23
Page 26
Index Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net income $ 4,963 $ 17,297 $ 23,739 $ 43,436 Shares: Weighted-average common shares outstanding – basic 29,616,788 32,366,831 30,012,584 32,911,742 Effect of dilutive securities RSUs 75,796 63,778 75,248 87,128 Stock options 13,195 69,015 22,076 139,036 RSAs 18,816 46,394 24,744 45,697 PSUs 92,025 186,447 48,747 151,760 Weighted-average common shares outstanding – diluted 29,816,620 32,732,465 30,183,399 33,335,363 Earnings per common share – basic $ 0.17 $ 0.53 $ 0.79 $ 1.32 Earnings per common share – diluted $ 0.17 $ 0.53 $ 0.79 $ 1.30 As of September 30, 2025, there were approximately 81.3 thousand stock options, 362.2 thousand RSUs, 178.9 thousand RSAs and 2.5 thousand PSUs excluded from the diluted earnings per share calculation because, under the treasury stock method, the inclusion of these would be anti-dilutive. As of September 30, 2024, there were approximately 257.5 thousand RSUs and 113.0 thousand RSAs excluded from the diluted earnings per share calculation because, under the treasury stock method, the inclusion of these would be anti-dilutive. As discussed in Note 13, the Company repurchased 1,348,214 shares of its common stock in the nine months ended September 30, 2025(none in the three months ended September 30, 2025). The effect of these repurchases on the Company’s weighted-average shares outstanding for the three and nine months ended September 30, 2025 was a reduction of 1,348,214 shares and 770,552 shares, respectively, due to the timing of the repurchases. NOTE 15 – INCOME TAXES A reconciliation between the income tax provision at the U.S. statutory tax rate and the Company’s income tax provision on the condensed consolidated statements of income and comprehensive income is below (in thousands, except for tax rates): Three Months EndedSeptember 30, Nine Months EndedSeptember 30, 2025 2024 2025 2024 Income before income taxes $ 7,554 $ 24,625 $ 35,297 $ 61,318 U.S statutory tax rate 21 % 21 % 21 % 21 % Income tax expense at statutory rate 1,586 5,171 7,412 12,877 State tax expense, net of federal benefit 586 1,734 2,726 4,479 Foreign tax rates different from U.S. statutory rate 22 17 307 109 Non-deductible expenses 247 335 717 822 Stock compensation 120 (10) 369 (518) Other 30 81 27 113 Total income tax provision $ 2,591 $ 7,328 $ 11,558 $ 17,882 Effective income tax rates for interim periods are based upon our current estimated annual rate. The Company’s effective income tax rate varies based upon an estimate of taxable earnings as well as on the mix of taxable earnings in the various states and countries in which we operate. Changes in the annual allocation and apportionment of the Company’s activity among these jurisdictions results in changes to the effective rate utilized to measure the Company’s deferred tax assets and liabilities. 24
Page 27
Index Our income tax provision includes the expected benefit of all deferred tax assets, including our net operating loss carryforwards. With certain exceptions, these net operating loss carryforwards will expire from 2030 through 2037 for federal losses, from 2028 through 2038 for state losses, and from 2038 through 2044 for foreign losses. After consideration of all evidence, both positive and negative, management has determined that no valuation allowance is required at September 30, 2025 on the Company’s U.S. federal or state deferred tax assets; however, a valuation allowance has been recorded at September 30, 2025 on deferred tax assets associated with Canadian, Spanish, Italian, German, Dutch and British net operating loss carryforwards as these foreign subsidiaries have a history of incurring taxable losses in recent years. The valuation allowance will be maintained until sufficient positive evidence exists to support their future realization. Utilization of the Company’s net operating loss carryforwards is subject to limitation under Internal Revenue Code Section 382 and similar tax provisions in the foreign jurisdictions in which we operate. As presented in the income tax reconciliation above, the tax provision recognized on the condensed consolidated statements of income and comprehensive income was impacted by state taxes, non-deductible officer compensation and share-based compensation tax expense, and foreign tax rates applicable to the Company’s foreign subsidiaries that are higher or lower than the U.S. statutory rate. Our effective state tax rate for the three and nine months ended September 30, 2025 was higher than our effective state tax rate for the three and nine ended September 30, 2024. The increase in our effective state tax rate is primarily a result of lower share-based compensation tax benefits. On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the United States. The OBBBA includes provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and restoration of favorable tax treatment for certain business provisions. ASC 740, “Income Taxes”, requires the effect of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. The legislation has multiple effective dates, with certain provisions effective in 2025, and others implemented through 2028. The Company has evaluated the impact of these provisions on the condensed consolidated financial statements and does not expect that they will have a material impact on its effective tax rate. However, the Company expects that certain provisions of the OBBBA, primarily those allowing for accelerated income tax deductions for research costs and other capital expenditures, will result in lower cash income tax payments required in the fourth quarter of 2025. NOTE 16 – SEGMENT REPORTING The Company is a leading global omnichannel money remittance services company focused primarily on the U.S. to LAC corridor, which includes Mexico, Central and South America and the Caribbean. We also provide our remittances services to Africa and Asia from the United States and offer sending services from Canada to Latin America and Africa, as well as remittance services from Spain, Italy, the United Kingdom and Germany to Africa, Asia, Europe and Latin America. The Company has identified one operating and reportable segment. The Company defines its segment on the basis of the way in which internally reported financial information is regularly reviewed by the Company’s chief operating decision maker (the “CODM”) to analyze financial performance, make decisions, and allocate resources. The Company’s CODM is Robert Lisy, Chairman, Chief Executive Officer and President. The CODM uses the Company’s consolidated financial results as a basis for making key operating decisions. Examples of key operating decisions include entering new markets, stock repurchases, and managing liquidity. The CODM considers Net income as one of the relevant metrics in his decision making process. The table below provides information about the Company's measure of segment performance and significant expense categories: 25
Page 28
Index Three Months EndedSeptember 30, Nine Months EndedSeptember 30, 2025 2024 2025 2024 Revenues: Wire transfer and money order fees, net $ 127,795 $ 144,600 $ 380,932 $ 417,358 Foreign exchange gain, net 22,278 23,954 66,140 67,100 Other income 4,848 3,393 13,292 9,432 Total revenues 154,921 171,947 460,364 493,890 Less: Agent commissions 64,912 72,797 193,460 211,121 Payer commissions 24,206 28,024 73,261 81,867 Bank charges and fees 6,532 6,888 20,010 19,843 Salaries and benefits 19,701 17,238 56,514 52,237 Other segment items 17,118 14,051 45,425 40,666 Provision for credit losses 2,154 1,665 6,078 5,036 Restructuring costs — 27 306 2,738 Transaction costs 5,353 50 8,746 86 Depreciation and amortization 4,410 3,382 12,493 9,981 Total operating expenses 144,386 144,122 416,293 423,575 Operating income 10,535 27,825 44,071 70,315 Interest expense 2,981 3,200 8,774 8,997 Income before income taxes 7,554 24,625 35,297 61,318 Income tax provision 2,591 7,328 11,558 17,882 Net income $ 4,963 $ 17,297 $ 23,739 $ 43,436 Other segment items included in segment net income is primarily composed of other selling, general and administrative expenses, transaction processing costs, and other overhead expenses. NOTE 17 – COMMITMENTS AND CONTINGENCIES Contingencies and Legal Proceedings The Company is subject to legal proceedings and claims that have arisen in the ordinary course of its business and have not been finally adjudicated. Although there can be no assurance as to the ultimate disposition of these matters, it is the opinion of the Company’s management, based upon the information available at this time and the stage of the proceedings, that it is not possible to determine the probability of loss or estimate of damages, and therefore, the Company has not established a reserve for any of these proceedings. The Company operates in all 50 states in the United States, two U.S. territories and eight other countries. Money transmitters and their agents are under regulation by state and federal laws. Violations may result in civil or criminal penalties or a prohibition from providing money transfer services in a particular jurisdiction. It is the opinion of the Company’s management, based on information available at this (1) (1) 26
Page 29
Index time, that the expected outcome of regulatory examinations will not have a material adverse effect on either the results of operations or financial condition of the Company. Regulatory Requirements Pursuant to applicable licensing laws, certain domestic and foreign subsidiaries of the Company are required to maintain minimum tangible net worth and liquid assets (eligible securities) to cover the amount outstanding of wire transfers and money orders payable. As of September 30, 2025, the Company’s subsidiaries were in compliance with these requirements. NOTE 18 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through November 10, 2025, which is the date these condensed consolidated financial statements were available to be issued. Except as disclosed in Note 1, the Company is not aware of any subsequent events which would require adjustment or disclosure in the condensed consolidated financial statements. 27
Page 30
Index ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements and related Notes included in this Quarterly Report on Form 10-Q, as well as our Audited Consolidated Financial Statements and related Notes and MD&A included in our Annual Report on Form 10-K for the year ended December 31, 2024. This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in other sections of this Quarterly Report on Form 10-Q, including “Risk Factors,” which are incorporated in the MD&A by reference. See “Special Note Regarding Forward-Looking Statements” for additional factors relating to such statements, and see “Risk Factors” in the documents that we have filed with or furnished to the SEC for a discussion of certain risk factors applicable to our business, financial condition and results of operations. Past operating results are not necessarily indicative of operating results in any future periods. Overview We are a leading global omnichannel money remittance services company focused primarily on the United States of America (“United States” or “U.S.”) to Latin America and the Caribbean (“LAC”) corridor, which includes Mexico, Central and South America and the Caribbean. In addition, our services allow remittances to Africa and Asia from the United States and also we offer money transfer services from Canada to Latin America and Africa. Also, through our recent acquisitions we now provide remittance services from Spain, Italy, the United Kingdom and Germany to Africa, Asia and Latin America. We utilize our proprietary technology to deliver convenient, reliable and value-added services to consumers through a broad network of sending and paying agents. Our remittance services, which include a comprehensive suite of ancillary financial processing solutions and payment services, are available in all 50 states in the U.S., Washington D.C., Puerto Rico and 13 provinces in Canada, as well as in certain locations in Spain, Italy, Germany and the United Kingdom, where consumers can send money to beneficiaries in more than 60 countries in LAC, Europe, Africa and Asia. Our services are accessible in person through over 100,000 independent sending and paying agents and 122 Company-operated stores, as well as digitally through the Internet via our websites, co-branded websites with digital partners and mobile device applications. Additionally, our product and service portfolio include online payment options, pre-paid debit cards and direct deposit payroll cards, which may present different cost, demand, regulatory and risk profiles relative to our core money remittance business. Money remittance services to LAC countries, mainly Mexico, Guatemala, El Salvador, Honduras and the Dominican Republic, are the primary source of our revenue. These services involve the movement of funds on behalf of an originating consumer for receipt by a designated beneficiary at a designated receiving location. Our remittances to LAC countries are primarily generated in the United States by consumers with roots in Latin American and Caribbean countries, many of whom do not have an existing relationship with a traditional full-service financial institution capable of providing the services we offer. We provide these consumers with flexibility and convenience to help them meet their financial needs. We believe many consumers who use our services may have access to traditional banking services, but prefer to use our services based on reliability, convenience and value. We generate money remittance revenue from fees paid by consumers (i.e., the senders of funds), which we share with our sending agents and digital partners in the originating country and our paying agents in the destination country. Remittances paid in local currencies that are not pegged to the U.S. dollar, Canadian dollar, Euro or British pound can also generate revenue if we are successful in our daily management of currency exchange spreads. We also generate revenue from our “Remittance-as-a-Service” relationships with digital partners where we receive a fee for facilitating money transfers processed through our proprietary software systems, money transmitter licenses and payer network relationships. Our money remittance services enable consumers to send funds through our broad network of locations in the United States, Canada, Spain, Italy, Germany and the United Kingdom that are primarily operated by third-party businesses, as well as by Company-operated stores located in those jurisdictions. Transactions are processed and payment is collected by our agents (“sending agent(s)”) and those funds become available for pickup by the beneficiary at the designated destination, usually within minutes, at any Intermex payer location (“paying agent(s)”). We refer to our sending agents and our paying agents collectively as agents. In addition, our services are offered digitally through the Internet via our websites (intermexonline.com and online.i-transfer.es), co-branded websites with our digital partners and mobile device applications. For the nine months ended September 30, 2025, we have grown our agent network by approximately 3.4%. For the nine months ended September 30, 2025, principal amount sent decreased by approximately 1.7% to $18.0 billion, as compared to the same period in 2024, and total remittances processed were approximately 40.6 million, representing a decrease of approximately 7.7%, as compared to the same period in 2024 primarily related to decreased volume generated that we attribute to a contraction in the remittance market, particularly the Mexico corridor coupled with a change in consumer behavior remitting a lower number of money transfers but at a higher average principal sent per transaction. This overall decrease was partially offset by increased volume generated by our digital channels and European subsidiaries. Current political conditions in the United States, including the recent federal government shutdown, have resulted in high levels of volatility in the market as well as uncertainty as to the economic and financial impacts of recent economic, trade and immigration enforcement actions taken by the current administration on the U.S., as well as foreign countries, including those that are destinations for 28
Page 31
Index money transfers or in which we currently operate. In addition, political, social and economic conditions in key Latin American markets continue to exhibit instability, as evidenced by higher interest rates, high unemployment rates, restricted lending activity, higher inflation, volatility in foreign currencies and low consumer confidence, among other economic, political and market factors. Pending Merger with The Western Union Company On August 10, 2025, the Company entered into the Merger Agreement by and among the Company, Western Union and Merger Sub, pursuant to which, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company and the Company will become an indirect wholly-owned subsidiary of Western Union. The Merger Agreement provides that each share of the Company’s common stock issued and outstanding immediately prior to the effective time of the Merger (subject to limited exceptions) will be cancelled and converted into the right to receive $16.00 per share in cash, without interest. Consummation of the Merger is subject to the satisfaction or waiver of certain remaining customary closing conditions, including: (i) approval of the stockholders of the Company, (ii) the absence of any judgment by any governmental authority of competent jurisdiction or any applicable law that enjoins, restrains or otherwise makes illegal, prevents or prohibits consummation of the Merger (“Restraint”), (iii) the receipt of applicable consents, approvals or other clearances required to be obtained under the Merger Agreement, including with respect to the Company’s or its subsidiaries’ money transmitter licenses, and (iv) other customary closing conditions. The Company cannot predict with certainty whether and when any of the required closing conditions will be satisfied or if the Merger will close but currently anticipates that the Merger will be consummated in mid-2026.. In addition, the consummation of the Merger was conditioned upon the expiration or termination of the applicable waiting period under the HSR Act, which waiting period under expired on October 6, 2025. The Merger Agreement contains termination rights for the Company and Western Union, including a right for either party to terminate if the Merger is not consummated by May 11, 2026 (subject to certain automatic extensions to obtain certain regulatory approvals as set forth in the Merger Agreement). Upon termination of the Merger Agreement, (i) Parent, upon termination of the Merger Agreement by the Company or Parent due to a Restraint relating to any antitrust laws, or the failure to obtain necessary consents, approvals or clearances related to antitrust laws, will be required to pay the Company a termination fee equal to $27,300,000, and (ii) the Company, under specified circumstances, including termination of the Merger Agreement by (a) the Company to enter into a Company Acquisition Agreement that provides for a Superior Proposal (each, as defined in the Merger Agreement) prior to receipt of approval of the stockholders of the Company or (b) by Parent as a result of an Adverse Recommendation Change (as defined in the Merger Agreement), will be required to pay Parent a termination fee equal to $19,800,000. Restructuring costs During 2024, the Company started executing a restructuring plan primarily related to certain of its foreign operations and La Nacional. These restructuring costs are part of the Company's restructuring plan, for which the objectives are to reorganize the workforce, streamline operational processes, integrate technology functionality, and to develop efficiencies within the Company. For the nine months ended September 30, 2025, the Company incurred approximately $0.3 million in expenses for a reduction of workforce in certain locations. These expenses primarily consisted of severance payments and related benefits, which are included in restructuring costs in the condensed consolidated statement of income and comprehensive income. The Company paid out all of the above charges during the nine months ended September 30, 2025 and has no liability recorded in accrued and other liabilities in the condensed consolidated balance sheet as of September 30, 2025. As a result of implementing this strategy, the Company expects to reduce compensation expense and certain facilities related charges in an amount of approximately $2.0 million a year. The anticipated effect of this reduction in expenses will be primarily realized during 2026. In addition, the Company does not expect that the execution of this strategy will result in any material reduction of revenues or increase of its ongoing operating expenses. Key Factors and Trends Affecting our Business Various trends and other factors have affected and may continue to affect our business, financial condition and operating results, including, but not limited to: • factors relating to the contemplated pending acquisition of the Company by Western Union, including: (i) the completion of the pending transaction on anticipated terms and timing or at all, including obtaining stockholder and regulatory approvals and other conditions to the completion of the transaction; (ii) the ability of Western Union to integrate and implement its plans, forecasts and other expectations with respect to our business after the completion of the pending transaction; (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, which may require us to pay a termination fee or other expenses; (iv) potential significant transaction costs associated with the pending transaction, and the possibility that the pending transaction may be more expensive to complete 29
Page 32
Index than anticipated, including as a result of unexpected factors or events; (v) continued availability of capital and other changes in capital markets; (vi) potential litigation or regulatory actions relating to the pending transaction, which could result in significant costs of defense, indemnification, and liability; (vii) the risk that disruptions from the pending transaction, such as diverting management’s attention from our ongoing business operations and relationships, may harm our business, including current plans and operations; (viii) the effect of the announcement, pendency or completion of the pending transaction on our ability to retain and hire key personnel; (ix) our ability to maintain relationships with customers, suppliers, governments, regulators and others with whom we do business, or our operating results or business generally; (x) potential adverse business uncertainty resulting from restrictions imposed by the Merger Agreement during the pendency of the pending transaction that may impact our ability to pursue certain business opportunities or strategic transactions; • changes in immigration laws and their enforcement, including any adverse effects on the level of immigrant employment, earning potential, and other commercial activities; • our success in expanding customer acceptance of our digital services, the cost of acquiring digital customers, as well as our ability to continue to develop new products, services and infrastructure; • new technology or competitors that disrupt the current money transfer and payment ecosystem, including the introduction and increased consumer preference for digital platforms; • changes in tax laws in the United States and other countries in which we operate, including the imposition of taxes on certain types of remittances beginning in 2026; • loss of, or reduction in business with, key sending agents; • our ability to effectively compete in the markets in which we operate; • economic factors such as inflation, the level of economic activity, recession risks and labor market conditions, as well as volatility in market interest rates; • political conditions in the United States and the impact and duration of the current federal government shutdown; • international political factors, including ongoing hostilities in Ukraine and the Middle East, political instability, tariffs, including the effects of tariffs on domestic markets and industrial activity and employment, border taxes or restrictions on remittances or transfers from the outbound countries in which we operate or plan to operate; • volatility in foreign exchange rates that could affect the volume of consumer remittance activity and/or affect our foreign exchange related gains and losses; • consumer confidence in our brands and in consumer money transfers generally; • expansion into new geographic markets or product markets; • our ability to successfully execute, manage, integrate and obtain the anticipated financial benefits of key acquisitions and mergers; • cybersecurity-attacks or disruptions to our information technology, computer network systems, data centers and mobile device applications; • the ability of our risk management and compliance policies, procedures and systems to mitigate risk related to transaction monitoring; • consumer fraud and other risks relating to the authenticity of customers’ orders or the improper or illegal use of our services by consumers, sending agents or digital partners; • our ability to maintain favorable banking and paying agent relationships necessary to conduct our business; • bank failures, sustained financial illiquidity, or illiquidity at the clearing, cash management or custodial financial institutions with which we do business; • changes to banking industry regulation and practice; • credit risks from our agents, digital partners and the financial institutions with which we do business; • our ability to recruit and retain key personnel; • our ability to maintain compliance with applicable laws and regulatory requirements including those intended to prevent use of our money remittance services for criminal activity, those related to data and cybersecurity protection, and those related to new business initiatives; • enforcement actions and private litigation under regulations applicable to the money remittance services; • our ability to protect our brands and intellectual property rights; 30
Page 33
Index • our ability to satisfy our debt obligations and remain in compliance with our credit facility requirements; • public health conditions, responses thereto and the economic and market effects thereof; • the use of third-party vendors and service providers; and • weakness in U.S. or international economic conditions. We have encountered and continue to expect to encounter increasing competition as new electronic platforms emerge that enable consumers to send and receive money through a variety of channels. Regardless, we continue to innovate in the industry by differentiating our money remittance business through programs to foster loyalty among agents as well as consumers and have expanded our channels through which our services are accessed to include online and mobile offerings which are experiencing higher consumer adoption. During 2025, we have invested in increasing our penetration of the digital market, to add digital customers, to enhance our digital offerings and to increase digital revenues, while maintaining and continuing to develop our retail service offerings. Although we believe that investment in our digital business should provide significant financial benefits in the mid to long term timeframes, these investments are likely, in the shorter term, to adversely affect our results of operation. The market for money remittance services is very competitive. Our competitors include a small number of large money remittance providers, financial institutions, banks and a large number of small niche money remittance service providers that serve select regions. We compete with larger companies, such as Western Union, MoneyGram, Remitly and Euronet, and a number of other smaller money services business (“MSB”) entities. We generally compete for money remittance agents on the basis of value, service, quality, technical and operational differences, commission structure and marketing efforts. As a philosophy, we sell credible solutions to our sending agents, not discounts or higher commissions, as is typical for the industry. We compete for money remittance customers on the basis of trust, convenience, service, efficiency of outlets, value, enhanced technology and brand recognition. As noted above, current political, economic and market conditions in the United States, as well as in foreign countries, including those that are destinations for money transfers or in which we currently operate remain volatile and uncertain. Our business has generally been resilient during times of economic instability as money remittances are essential to many recipients, with the funds used by the receiving parties for their daily needs; however, prolonged volatility in the market, continued global economic and geopolitical uncertainty, and long-term sustained appreciation of the Mexican peso or Guatemalan quetzal as compared to the U.S. dollar could negatively affect our revenues and profitability. Moreover, as noted above, we have experienced a reduction in revenues generated that we attribute to a contraction in the remittance market due to changes in consumer behavior, which may reflect this increased volatility. Trends in the cross-border money remittance business tend to correlate to immigration trends, global economic opportunity and related employment levels in certain industries such as construction, information technology, manufacturing, agriculture and hospitality, as well as other service industries. The three largest remittance corridors we serve are United States to Mexico, United States to Guatemala and Unites States to the Dominican Republic. According to the latest information available from the World Bank Remittance Matrix, the United States to Mexico remittance corridor was one of the largest in the world in 2024. In addition, changes to U.S. immigration, tariffs, trade, economic, tax and other policies may have both positive and negative effects on our business, none of which can be predicted with any degree of certainty. Money remittance businesses have continued to be subject to strict legal and regulatory requirements, and we continue to focus on and regularly review our compliance programs. In connection with these reviews, and in light of regulatory complexity and heightened attention of governmental and regulatory authorities related to cybersecurity and compliance activities, we have made, and continue to make, enhancements to our processes and systems designed to detect and prevent cyber-attacks, consumer fraud, money laundering, terrorist financing, human trafficking and other illicit activities, along with enhancements to improve consumer protection in accordance with regulatory requirements, including the Dodd-Frank Act and similar regulations outside the United States. In coming periods, we expect these and future regulatory requirements will continue to result in changes to certain of our business and administrative practices and may result in increased costs. We maintain compliance departments in the United States as well as in certain of our foreign subsidiaries, the responsibility of which is to monitor transactions, detect and report suspicious activity, maintain appropriate records and train our employees and agents. Independent third-parties periodically review our policies and procedures and perform independent testing to assess the effectiveness of our anti-money laundering and Bank Secrecy Act compliance programs. We also maintain a regulatory affairs and licensing department, under the direction of our Chief Compliance Officer. How We Assess the Performance of Our Business In assessing the performance of our business, we consider a variety of performance and financial measures. The key indicators of the financial condition and operating performance of our business are revenues, service charges from agents and banks, salaries and benefits, 31
Page 34
Index other selling, general and administrative expenses and net income. To help us assess our performance with these key indicators, we primarily use Adjusted Net Income, Adjusted Earnings per Share and Adjusted EBITDA as non-GAAP financial measures. We believe these non-GAAP measures provide useful information to investors and expanded insight to measure our revenue and cost performance as a supplement to our U.S. GAAP condensed consolidated financial statements. See the “Adjusted Net Income and Adjusted Earnings per Share” and “Adjusted EBITDA” sections below for reconciliations of these non-GAAP financial measures to net income and earnings per share, our closest GAAP measures. Revenues Transaction volume is the primary generator of revenue in our business. Revenue on transactions is derived primarily from transaction fees paid by consumers to transfer money. Revenues per transaction vary based upon send and receive locations and the amount sent. In certain transactions involving different send and receive currencies, we generate foreign exchange gains based on the difference between the set exchange rate charged by us to the sender and the rate available to us in the wholesale foreign exchange market. Also, we generate revenues from technology services provided to the independent network of agents and other service partners that utilize the Company’s technology in processing transactions paid by credit or debit card, check cashing services and maintenance fees, for which revenue is derived by a fee per transaction. In addition, we generate revenue from our “remittance-as-a-service” contracts with digital partners under which we receive fees for facilitating money transfers processed through our proprietary software systems, as well as using our money transmitter licenses and payer network relationships. Operating Expenses Service Charges from Agents and Banks Service charges primarily consist of sending and paying agent commissions and bank fees. Service charges vary based on agent commission percentages and the amount of fees charged by the banks. Sending agents earn a commission on each transaction they process of approximately 50% of the transaction fee. Service charges may increase if banks or payer organizations increase their fee structure or sending agents use higher fee methods to remit funds to us. Service charges also vary based on the method the consumer selects to send the transfer and the payer organization that facilitates the transaction. Also, service charges include transaction costs paid to digital partners and other third parties in connection with money transfers processed through our digital channels. Salaries and Benefits Salaries and benefits include cash and share-based compensation associated with our corporate employees and sales team as well as employees at our Company-operated stores. Corporate employees include management, customer service, compliance, information technology, operations, finance, legal and human resources. Our sales team, located throughout the United States, Canada, Spain and Italy, is focused on supporting and growing our sending agent network. Share-based compensation is primarily recognized as an expense on a straight-line basis over the requisite service period. Unrecognized compensation expense related to restricted stock units (“RSUs”), restricted stock awards (“RSAs”) and performance stock units (“PSUs”) of approximately $17.1 million is expected to be recognized over a weighted-average period of 1.8 years. Other Selling, General and Administrative General and administrative expenses primarily consist of fixed overhead expenses associated with our operations, including our Company-operated stores, such as information technology, telecommunications, rent, insurance, professional services, non-income or indirect taxes, facilities maintenance, selling expenses, public company reporting requirements, regulatory compliance requirements and other similar types of operating expenses. Selling expenses include expenses such as advertising and promotion, digital marketing, shipping, supplies and other expenses associated with serving and increasing our customer base, digital channel offerings and network of agents. Provision for Credit Losses Provision for credit losses represent the charges to adjust the allowance for estimated losses resulting from the inability of sending agents or digital partners to make the required payments. Restructuring Costs We incurred costs associated with restructuring plans primarily related to our foreign operations and La Nacional. These costs included all internal and external costs directly related with the restructuring and consist primarily of severance payments, write-off of assets and certain legal and professional fees. Transaction Costs 32
Page 35
Index We incurred transaction costs associated with completed and potential acquisitions. These costs included all internal and external costs directly related to the transactions, consisting primarily of legal, consulting, accounting and advisory fees and certain incentive bonuses. Due to their significance, they are presented separately in our condensed consolidated statements of income and comprehensive income. Transaction costs also include internal and external costs related to the Board’s evaluation of strategic alternatives and the pending Merger with Western Union. Depreciation and Amortization Depreciation and amortization largely consists of depreciation of computer equipment and amortization of software that supports our technology platform. In addition, it includes amortization of intangible assets primarily related to our agent relationships, trade names and developed technology. Non-Operating Expenses Interest Expense Interest expense consists primarily of interest associated with our debt, which consists of a revolving credit facility. The effective interest rate for the nine months ended September 30, 2025 for the revolving credit facility was 2.75%. Income tax provision Our income tax provision includes the expected benefit of all deferred tax assets, including our net operating loss carryforwards. After consideration of all evidence, both positive and negative, management has determined that no valuation allowance is required at September 30, 2025 on the Company’s U.S. federal or state deferred tax assets; however, a valuation allowance has been recorded as of September 30, 2025 on deferred tax assets associated with foreign net operating loss carryforwards. Our income tax provision reflects the effects of state taxes, non-deductible expenses, share-based compensation expense, and foreign tax rates applicable to the Company’s foreign subsidiaries that are higher or lower than the U.S. statutory rate. Net Income Net income is determined by subtracting operating and non-operating expenses from revenues. Earnings per Share Basic earnings per share is calculated by dividing net income by the weighted-average number of common shares outstanding for each period. Diluted earnings per share is calculated by dividing net income by the weighted-average number of common shares and common share equivalents outstanding for each period. Diluted earnings per share reflects the potential dilution that could occur if outstanding stock options at the presented dates are exercised and shares of RSUs, RSAs and PSUs have vested, using the treasury stock method. Shares of treasury stock are not considered outstanding and therefore are excluded from the weighted-average number of common shares outstanding calculation. Segments Our business is organized around one reportable segment that provides money transmittal services primarily between the United States and Canada, and certain countries in Europe to Mexico, Guatemala and other countries in Latin America, Africa, Asia and Europe through a network of authorized agents located in various unaffiliated retail establishments and 122 Company-operated stores throughout the United States, Canada, Spain, Italy, Germany and the United Kingdom, as well as digitally through the Internet via our websites and mobile device applications. This is based on the objectives of the business and how our chief operating decision maker, the CEO and President, monitors operating performance and allocates resources. Results of Operations The following table summarizes the key components of our results of operations for the periods indicated: 33
Page 36
Index Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except for share data) 2025 2024 2025 2024 Revenues: Wire transfer and money order fees, net $ 127,795 $ 144,600 $ 380,932 $ 417,358 Foreign exchange gain, net 22,278 23,954 66,140 67,100 Other income 4,848 3,393 13,292 9,432 Total revenues 154,921 171,947 460,364 493,890 Operating expenses: Service charges from agents and banks 98,636 111,348 294,681 322,651 Salaries and benefits 19,701 17,238 56,514 52,237 Other selling, general and administrative expenses 14,132 10,412 37,475 30,846 Provision for credit losses 2,154 1,665 6,078 5,036 Restructuring costs — 27 306 2,738 Transaction costs 5,353 50 8,746 86 Depreciation and amortization 4,410 3,382 12,493 9,981 Total operating expenses 144,386 144,122 416,293 423,575 Operating income 10,535 27,825 44,071 70,315 Interest expense 2,981 3,200 8,774 8,997 Income before income taxes 7,554 24,625 35,297 61,318 Income tax provision 2,591 7,328 11,558 17,882 Net income $ 4,963 $ 17,297 $ 23,739 $ 43,436 Earnings per common share: Basic $ 0.17 $ 0.53 $ 0.79 $ 1.32 Diluted $ 0.17 $ 0.53 $ 0.79 $ 1.30 Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024 Revenues Revenues for the above periods are presented below: ($ in thousands) Three MonthsEnded September30, 2025 % ofRevenues Three MonthsEnded September30, 2024 % ofRevenues Revenues: Wire transfer and money order fees, net $ 127,795 83 % $ 144,600 84 % Foreign exchange gain, net 22,278 14 % 23,954 14 % Other income 4,848 3 % 3,393 2 % Total revenues $ 154,921 100 % $ 171,947 100 % Wire transfer and money order fees, net of $127.8 million for the three months ended September 30, 2025 decreased by $16.8 million, or 11.6%, from $144.6 million for the three months ended September 30, 2024. The decrease was primarily due to a lower transaction volume processed through our retail network of sending agents and Company-operated stores in the third quarter of 2025 compared to the third quarter of 2024 as a result of a contraction in the market, particularly the Mexico corridor coupled with a change in consumer 34
Page 37
Index behavior of sending a lower number of money transfers at a higher average principal sent per transaction. For the three months ended September 30, 2025, principal amount sent decreased by approximately 3.5% to $6.2 billion, whereas the number of transactions decreased by 10.0% to 13.7 million, as compared to the same period in 2024. Therefore, the lower number of wire transfers sent resulted in lower fees paid by consumers. Revenues from foreign exchange gain, net of $22.3 million for the three months ended September 30, 2025 decreased by $1.7 million, or 7.1%, from $24.0 million for the three months ended September 30, 2024. This decrease was primarily due to the decrease in transaction volume described above, partially offset by an increase in the average principal sent per transaction. Other income of $4.8 million for the three months ended September 30, 2025 increased by $1.4 million, or 41.2%, from $3.4 million for the three months ended September 30, 2024 primarily due to the effect of higher fees related to increased activity of our remittance-as- a-service relationships, as well as higher revenues primarily as a result of an increase of the base fees charged on money transfers and money orders deemed abandoned property. Operating Expenses Operating expenses for the above periods are presented below: ($ in thousands) Three MonthsEnded September30, 2025 % ofRevenues Three MonthsEnded September30, 2024 % ofRevenues Operating expenses: Service charges from agents and banks $ 98,636 64 % $ 111,348 65 % Salaries and benefits 19,701 13 % 17,238 10 % Other selling, general and administrativeexpenses 14,132 9 % 10,412 6 % Provision for credit losses 2,154 1 % 1,665 1 % Restructuring costs — — % 27 NM Transaction costs 5,353 3 % 50 NM Depreciation and amortization 4,410 3 % 3,382 2 % Total operating expenses $ 144,386 93 % $ 144,122 84 % NM - Amounts round to less than 1%. Service charges from agents and banks — Service charges from agents and banks were $98.6 million for the three months ended September 30, 2025 compared to $111.3 million for the three months ended September 30, 2024. The decrease of $12.7 million, or 11.4%, was primarily due to the decrease in transaction volume described above, as well as lower payer fees as a result of better pricing negotiated with paying agents. Salaries and benefits — Salaries and benefits of $19.7 million for the three months ended September 30, 2025 increased by $2.5 million, or 14.5%, from $17.2 million for the three months ended September 30, 2024. The increase is primarily due to the Company's investment in talent acquisition and improved compensation for our sales force and digital channel services, as well as severance payments incurred in the normal course of business. Other selling, general and administrative expenses — Other selling, general and administrative expenses of $14.1 million for the three months ended September 30, 2025 increased by $3.7 million, or 35.6%, from $10.4 million for the three months ended September 30, 2024. The increase was primarily the result of: • $2.1 million - increase in advertising and marketing related expenses primarily as a result of campaigns to promote our digital channel services; • $0.4 million - loss on disposal of assets primarily relating to asset disposals due to the integration of La Nacional; • $0.4 million - higher IT related expenses incurred to sustain our business expansion and to improve our technology environment; and • $0.3 million - related to other professional and legal fees. Provision for credit losses — Provision for credit losses of $2.2 million for the three months ended September 30, 2025 increased by $0.5 million, or 29.4%, from $1.7 million for the three months ended September 30, 2024. The increase is primarily due to a higher 35
Page 38
Index average balance outstanding of receivables balances from sending agents during the period, and an increase in write-offs of receivable balances primarily as a result of sending agents that were not able to pay in accordance with the original terms of their agreements with us and are, accordingly, subject to our normal collection procedures. Transaction costs — Transaction costs of $5.4 million for the three months ended September 30, 2025 consist primarily of financial advisory fees as well as other professional fees and legal fees incurred in connection with the Company's evaluation of strategic alternatives, including the pending Merger with Western Union. Depreciation and amortization — Depreciation and amortization of $4.4 million for the three months ended September 30, 2025 increased by $1.0 million or 29.4% from $3.4 million for the three months ended September 30, 2024. The increase is primarily the result of higher depreciation associated with additional software developed being placed into production and computer equipment acquired to support our proprietary software enhancements and increasing sending agent network, as well as amortization related to the Amigo Paisano brands acquired in December 2024. Non-Operating Expenses Interest expense — Interest expense of $3.0 million for the three months ended September 30, 2025 decreased by $0.2 million, or 6.3%, from $3.2 million for the three months ended September 30, 2024. The decrease was primarily due to a loss on debt extinguishment of $0.3 million associated with the payoff of our term loan facility as a result of entering into the Second A&R Credit Agreement on August 29, 2024 and lower market interest rates, partly offset by a higher usage of our revolving credit facility. Income tax provision — Income tax provision was $2.6 million for the three months ended September 30, 2025, which represents a decrease of $4.7 million from an income tax provision of $7.3 million for the three months ended September 30, 2024. The decrease in income tax provision was mainly attributable to lower income before taxes primarily due to the factors discussed above. Net Income We reported Net Income of $5.0 million for the three months ended September 30, 2025 compared to Net Income of $17.3 million for the three months ended September 30, 2024, which resulted in a decrease of $12.3 million, or 71.1%, due to the same factors discussed above. Earnings Per Share Earnings per Share - Basic for the three months ended September 30, 2025 was $0.17, representing a decrease of $0.36, or 67.9%, compared to $0.53 for the three months ended September 30, 2024. Earnings per Share - Diluted for the three months ended September 30, 2025 was $0.17, representing a decrease of $0.36, or 67.9%, compared to $0.53 for the three months ended September 30, 2024. The decrease in both basic and diluted earnings per share (“EPS”) largely reflects the decrease in net income discussed above, offset by a reduced share count as a result of the stock repurchases. Non-GAAP Financial Measures We use Adjusted Net Income, Adjusted Earnings per Share and Adjusted EBITDA to evaluate our performance, both internally and as compared with our peers, because these measures exclude certain items that may not be indicative of our core operating results, as well as items that can vary widely among companies within our industry. For example, non-cash compensation costs can be subject to volatility from changes in the market price per share of our common stock or variations in the value and number of shares granted, and amortization of intangible assets is subject to business and asset acquisition activities, which varies from period to period. We present these non-GAAP financial measures because we believe they are frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Furthermore, we believe they are helpful in highlighting trends in our operating results by focusing on our core operating results and are useful to evaluate our performance in conjunction with our GAAP financial measures. Adjusted Net Income, Adjusted Earnings per Share and Adjusted EBITDA are non-GAAP financial measures and should not be considered as an alternative to operating income, net income or earnings per share as a measure of operating performance or cash flows or as a measure of liquidity. Non-GAAP financial measures are not necessarily calculated the same way by different companies and should not be considered a substitute for or superior to GAAP measures. Adjusted EBITDA is one of the primary metrics used by management to evaluate the financial performance of our business because it excludes, among other things, the effects of certain transactions that are outside the control of management, while other measures can 36
Page 40
Index differ significantly depending on long-term strategic decisions regarding capital structure, the jurisdictions in which we operate and capital investments. In particular, Adjusted EBITDA is subject to certain limitations, including the following: • Adjusted EBITDA does not reflect interest expense, or the amounts necessary to service interest or principal payments on our debt; • Adjusted EBITDA does not reflect income tax provision (benefit), and because the payment of taxes is part of our operations, tax provision is a necessary element of our costs and ability to operate; • Although depreciation and amortization are eliminated in the calculation of Adjusted EBITDA, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any costs of such replacements; • Adjusted EBITDA does not reflect the non-cash component of share-based compensation; • Adjusted EBITDA does not reflect the impact of earnings or charges resulting from matters we consider not to be reflective, on a recurring basis, of our ongoing operations; and • other companies in our industry may calculate Adjusted EBITDA or similarly titled measures differently than we do, limiting its usefulness as a comparative measure. We adjust for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA, as well as our other non- GAAP financial measures, only as supplemental information. Adjusted Net Income and Adjusted Earnings per Share Adjusted Net Income is defined as net income adjusted to add back certain charges and expenses, such as non-cash amortization of intangible assets resulting from business and asset acquisition transactions, which will recur in future periods until these assets have been fully amortized, non-cash compensation costs and other items set forth in the table below, as these charges and expenses are not considered a part of our core business operations and are not an indicator of ongoing, future company performance. Adjusted Earnings per Share - Basic and Diluted is calculated by dividing Adjusted Net Income by GAAP weighted-average common shares outstanding (basic and diluted). Adjusted Net Income for the three months ended September 30, 2025 was $11.5 million, representing a decrease of $8.3 million from Adjusted Net Income of $19.8 million for the three months ended September 30, 2024. The decrease in Adjusted Net Income was primarily due to the decrease in Net Income discussed above, offset by the higher net effect of the adjusting items detailed in the table below. 37
Page 41
Index The following table presents the reconciliation of Net Income, our closest GAAP measure, to Adjusted Net Income: Three Months Ended September 30, (in thousands, except for per share data) 2025 2024 Net Income $ 4,963 $ 17,297 Adjusted for: Share-based compensation (a) 2,759 2,312 Restructuring costs (b) — 27 Transaction costs (c) 5,353 50 Other charges and expenses (d) 740 276 Amortization of intangibles (e) 1,066 959 Income tax benefit related to adjustments (f) (3,402) (1,078) Adjusted Net Income $ 11,479 $ 19,843 Adjusted Earnings per Share Basic $ 0.39 $ 0.61 Diluted $ 0.38 $ 0.61 Weighted-average common shares outstanding Basic 29,616,788 32,366,831 Diluted 29,816,620 32,732,465 (a) Represents share-based compensation relating to equity awards granted primarily to employees and independent directors of the Company. (b) Represents primarily severance related to the execution of restructuring plans. (c) Represents primarily financial advisory, professional and legal fees related to evaluation of strategic alternatives, including the pending Merger with Western Union and business acquisition transactions. (d) Represents primarily loss on disposal of fixed assets. (e) Represents the amortization of certain intangible assets that resulted from business and asset acquisition transactions. (f) Represents the current and deferred tax impact of the taxable adjustments to Net Income using the Company’s blended federal and state tax rate for each period. Relevant tax-deductible adjustments include all adjustments to Net Income. Adjusted Earnings per Share - Basic for the three months ended September 30, 2025 was $0.39, representing a decrease of $0.22, or 36.1%, compared to $0.61 for the three months ended September 30, 2024. The decrease in Adjusted Earnings per Share - Basic was primarily due to the decrease in Net Income, partially offset by the effect of a lower weighted average common shares total for the period due to stock repurchases as well as the higher net effect of the adjusting items detailed in the table above. Adjusted Earnings per Share - Diluted for the three months ended September 30, 2025 was $0.38, representing a decrease of $0.23, or 37.7%, compared to $0.61 for the three months ended September 30, 2024. The decrease in Adjusted Earnings per Share - Diluted was primarily due to the decrease in Net Income, partially offset by the effect of a lower weighted average common shares total for the period due to stock repurchases as well as the higher net effect of the adjusting items detailed in the table above. 38
Page 42
Index The following table presents the reconciliation of GAAP Earnings per Share, our closest GAAP measure, to Adjusted Earnings per Share: Three Months Ended September 30, 2025 2024 Basic Diluted Basic Diluted GAAP Earnings per Share $ 0.17 $ 0.17 $ 0.53 $ 0.53 Adjusted for: Share-based compensation 0.09 0.09 0.07 0.07 Restructuring costs — — NM NM Transaction costs 0.18 0.18 NM NM Other charges and expenses 0.02 0.02 0.01 0.01 Amortization of intangibles 0.04 0.04 0.03 0.03 Income tax benefit related to adjustments (0.11) (0.11) (0.03) (0.03) Adjusted Earnings per Share $ 0.39 $ 0.38 $ 0.61 $ 0.61 NM - Per share amounts are not meaningful. The table above may contain slight summation differences due to rounding. Adjusted EBITDA Adjusted EBITDA is defined as net income before depreciation and amortization, interest expense, income taxes, and also adjusted to add back certain charges and expenses, such as non-cash share-based compensation costs and other items set forth in the table below, as these charges and expenses are not considered a part of our core business operations and are not an indicator of ongoing, future company performance. Adjusted EBITDA for the three months ended September 30, 2025 was $23.8 million, representing a decrease of $10.1 million, or 29.8%, from $33.9 million for the three months ended September 30, 2024. The decrease in Adjusted EBITDA was primarily due to the decrease in Net Income discussed above, offset by the higher net effect of the adjusting items detailed in the table below. The following table presents the reconciliation of Net Income, our closest GAAP measure, to Adjusted EBITDA: Three Months Ended September 30, (in thousands) 2025 2024 Net Income $ 4,963 $ 17,297 Adjusted for: Interest expense 2,981 3,200 Income tax provision 2,591 7,328 Depreciation and amortization 4,410 3,382 EBITDA 14,945 31,207 Share-based compensation (a) 2,759 2,312 Restructuring costs (b) — 27 Transaction costs (c) 5,353 50 Other charges and expenses (d) 740 276 Adjusted EBITDA $ 23,797 $ 33,872 (a) Represents share-based compensation relating to equity awards granted primarily to employees and independent directors of the Company. (b) Represents primarily severance related to the execution of restructuring plans. (c) Represents primarily financial advisory, professional and legal fees related to evaluation of strategic alternatives, including the pending Merger with Western Union and business acquisition transactions. (d) Represents primarily loss on disposal of fixed assets. 39
Page 43
Index Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024 Revenues Revenues for the above periods are presented below: ($ in thousands) Nine MonthsEnded September30, 2025 % ofRevenues Nine MonthsEnded September30, 2024 % ofRevenues Revenues: Wire transfer and money order fees, net $ 380,932 83 % $ 417,358 84 % Foreign exchange gain, net 66,140 14 % 67,100 14 % Other income 13,292 3 % 9,432 2 % Total revenues $ 460,364 100 % $ 493,890 100 % Wire transfer and money order fees, net of $380.9 million for the nine months ended September 30, 2025 decreased by $36.5 million, or 8.7%, from $417.4 million for the nine months ended September 30, 2024. The decrease was primarily due to a decrease in transaction volume processed through our retail network of sending agents and Company-operated stores in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, which we primarily attribute to a contraction in the remittance market, particularly the Mexico corridor coupled with a change in consumer behavior of sending a lower number of money transfers at a higher average principal sent per transaction. As noted in the overview section above, for the nine months ended September 30, 2025, principal amount sent decreased by approximately 1.7% to $18.0 billion whereas the number of transactions decreased by approximately 7.7% to 40.6 million, as compared to the same period in 2024. Therefore, the lower number of wire transfers sent resulted in lower fees paid by consumers. Revenues from foreign exchange gain, net of $66.1 million for the nine months ended September 30, 2025 decreased by $1.0 million, or 1.5%, from $67.1 million for the nine months ended September 30, 2024. This decrease was primarily due to the decrease in transaction volume described above, partially offset by an increase in the average principal sent per transaction. Other income of $13.3 million for the nine months ended September 30, 2025 increased by $3.9 million, or 41.5%, from $9.4 million for the nine months ended September 30, 2024 primarily due to the effect of higher fees related to increased activity of our remittance-as- a-service relationships, as well as higher revenues primarily as a result of an increase of the base fees charged on money transfers and money orders deemed abandoned property. Operating Expenses Operating expenses for the above periods are presented below: ($ in thousands) Nine MonthsEnded September30, 2025 % ofRevenues Nine MonthsEnded September30, 2024 % ofRevenues Operating expenses: Service charges from agents and banks $ 294,681 64 % $ 322,651 65 % Salaries and benefits 56,514 12 % 52,237 11 % Other selling, general and administrativeexpenses 37,475 8 % 30,846 6 % Provision for credit losses 6,078 1 % 5,036 1 % Restructuring costs 306 NM 2,738 1 % Transaction costs 8,746 2 % 86 NM Depreciation and amortization 12,493 3 % 9,981 2 % Total operating expenses $ 416,293 90 % $ 423,575 86 % NM - Amounts round to less than 1%. Service charges from agents and banks — Service charges from agents and banks were $294.7 million for the nine months ended September 30, 2025 compared to $322.7 million for the nine months ended September 30, 2024. The decrease of $28.0 million, or 8.7%, 40
Page 44
Index was primarily due to the decrease in transaction volume described above, as well as lower payer fees as a result of better pricing negotiated with our paying agents. Salaries and benefits — Salaries and benefits of $56.5 million for the nine months ended September 30, 2025 increased by $4.3 million, or 8.2%, from $52.2 million for the nine months ended September 30, 2024. The increase is primarily due to the Company's investment in talent acquisition and improved compensation for our sales force and other departments supporting our digital channel services expansion as well as severance payments made in the normal course of business. Other selling, general and administrative expenses — Other selling, general and administrative expenses of $37.5 million for the nine months ended September 30, 2025 increased by $6.7 million, or 21.8%, from $30.8 million for the nine months ended September 30, 2024. The increase was primarily the result of: • $3.9 million - increase in advertising and marketing related expenses primarily as a result of campaigns to promote our digital channel services; • $1.0 million - higher IT related expenses incurred to sustain our business expansion and to improve our technology environment; and • $0.6 million - related to a gain on legal contingency settlement that was recorded in the second quarter of 2024. Provision for credit losses — Provision for credit losses of $6.1 million for the nine months ended September 30, 2025 increased by $1.1 million, or 22.0%, from $5.0 million for the nine months ended September 30, 2024. The increase is primarily due to a higher average balance outstanding of receivable balances from sending agents during the period, and a slight increase in write-offs of receivable balances primarily as a result of sending agents that were not able to pay in accordance with the original terms of their agreements with us and are, accordingly, subject to our normal collection procedures. Restructuring costs — Restructuring costs of $0.3 million for the nine months ended September 30, 2025 decreased by $2.4 million, or 89%, from $2.7 million for the nine months ended September 30, 2024. Restructuring costs included primarily severance costs related to the restructuring of La Nacional and our foreign operations, which were primarily incurred during 2024. Transaction Costs — Transaction costs of $8.7 million for the nine months ended September 30, 2025 consist primarily of financial advisory fees as well as other professional fees and legal fees incurred in connection with the Company's evaluation of strategic alternatives, including the pending Merger with Western Union and business acquisition transactions. Depreciation and amortization — Depreciation and amortization of $12.5 million for the nine months ended September 30, 2025 increased by $2.5 million from $10.0 million or 25.0%, for the nine months ended September 30, 2024. The increase is primarily the result of higher depreciation associated with additional software developed being placed into production and computer equipment acquired to support our proprietary software enhancements and increasing sending agent network, as well as amortization related to the Amigo Paisano brands acquired in December 2024. Non-Operating Expenses Interest expense — Interest expense of $8.8 million for the nine months ended September 30, 2025 decreased slightly, from $9.0 million for the nine months ended September 30, 2024. The decrease was primarily due to a loss on debt extinguishment of $0.3 million associated with the payoff of our term loan facility as a result of entering into the Second A&R Credit Agreement on August 29, 2024 and lower market interest rates paid during 2025, offset by a higher usage of our revolving credit facility. Income tax provision — Income tax provision was $11.6 million for the nine months ended September 30, 2025, which represents a decrease of $6.3 million from an income tax provision of $17.9 million for the nine months ended September 30, 2024. The decrease in income tax provision was mainly attributable to a decrease in income before taxes primarily due to the factors discussed above. Net Income We reported Net Income of $23.7 million for the nine months ended September 30, 2025 compared to Net Income of $43.4 million for the nine months ended September 30, 2024, which resulted in a decrease of $19.7 million, or 45.4%, due to the same factors discussed above. Earnings Per Share Earnings per Share - Basic for the nine months ended September 30, 2025 was $0.79, representing a decrease of $0.53, or 40.2%, compared to $1.32 for the nine months ended September 30, 2024. 41
Page 46
Index Earnings per Share - Diluted for the nine months ended September 30, 2025 was $0.79, representing a decrease of $0.51, or 39.2%, compared to $1.30 for the nine months ended September 30, 2024. The decrease in both basic and diluted EPS largely reflects the decrease in net income discussed above, offset by a reduced share count as a result of the stock repurchases. Adjusted Net Income and Adjusted Earnings per Share Adjusted Net Income (previously defined and used as described above) for the nine months ended September 30, 2025 was $37.8 million, representing a decrease of $14.8 million, or 28.1%, from Adjusted Net Income of $52.6 million for the nine months ended September 30, 2024. The decrease in Adjusted Net Income was primarily due to the decrease in Net Income as discussed above, offset by the higher net effect of the adjusting items detailed in the table below. The following table presents the reconciliation of Net Income, our closest GAAP measure, to Adjusted Net Income: Nine Months Ended September 30, (in thousands, except for per share data) 2025 2024 Net Income $ 23,739 $ 43,436 Adjusted for: Share-based compensation (a) 7,004 6,857 Restructuring costs (b) 306 2,738 Transaction costs (c) 8,746 86 Legal contingency settlement (d) — (570) Other charges and expenses (e) 1,583 931 Amortization of intangibles (f) 3,214 2,894 Income tax benefit related to adjustments (g) (6,828) (3,773) Adjusted Net Income $ 37,764 $ 52,599 Adjusted Earnings per Share Basic $ 1.26 $ 1.60 Diluted $ 1.25 $ 1.58 Weighted-average common shares outstanding Basic 30,012,584 32,911,742 Diluted 30,183,399 33,335,363 (a) Represents share-based compensation relating to equity awards granted primarily to employees and independent directors of the Company. (b) Represents primarily severance, write-off of assets and, legal and professional fees related to the execution of restructuring plans. (c) Represents primarily financial advisory, professional and legal fees related to evaluation of strategic alternatives, including the pending Merger with Western Union and business acquisition transactions. (d) Represents a gain contingency related to a legal settlement. (e) Represents primarily loss on disposal of fixed assets. (f) Represents the amortization of certain intangible assets that resulted from business and asset acquisition transactions. (g) Represents the current and deferred tax impact of the taxable adjustments to Net Income using the Company’s blended federal and state tax rate for each period. Relevant tax-deductible adjustments include all adjustments to Net Income. Adjusted Earnings per Share - Basic and Diluted (previously defined and used as described above) are as follows: Adjusted Earnings per Share - Basic for the nine months ended September 30, 2025 was $1.26, representing a decrease of $0.34, or 21.3%, compared to $1.60 for the nine months ended September 30, 2024. The decrease in Adjusted Earnings per Share - Basic was 42
Page 47
Index primarily due to the decrease in Net Income, partially offset by the effect of a lower weighted average common shares total for the period due to stock repurchases as well as the higher net effect of the adjusting items detailed in the table above. Adjusted Earnings per Share - Diluted for the nine months ended September 30, 2025 was $1.25, representing a decrease of $0.33, or 20.9%, compared to $1.58 for the nine months ended September 30, 2024. The decrease in Adjusted Earnings per Share - Diluted was primarily due to the decrease in Net Income, partially offset by the effect of a lower weighted average common shares total for the period due to stock repurchases as well as the higher net effect of the adjusting items detailed in the table above. The following table presents the reconciliation of Earnings per Share, our closest GAAP measure, to Adjusted Earnings per Share: Nine Months Ended September 30, 2025 2024 Basic Diluted Basic Diluted Earnings per Share $ 0.79 $ 0.79 $ 1.32 $ 1.30 Adjusted for: Share-based compensation 0.23 0.23 0.21 0.21 Restructuring costs 0.01 0.01 0.08 0.08 Transaction costs 0.29 0.29 NM NM Legal contingency settlement — — (0.02) (0.02) Other charges and expenses 0.05 0.05 0.03 0.03 Amortization of intangibles 0.11 0.11 0.09 0.09 Income tax benefit related to adjustments (0.23) (0.23) (0.11) (0.11) Adjusted Earnings per Share $ 1.26 $ 1.25 $ 1.60 $ 1.58 NM - Per share amounts are not meaningful. The table above may contain slight summation differences due to rounding. Adjusted EBITDA Adjusted EBITDA (previously defined and used as described above) for the nine months ended September 30, 2025 was $74.2 million, representing a decrease of $16.1 million, or 17.8%, from $90.3 million for the nine months ended September 30, 2024. The decrease in Adjusted EBITDA was primarily due to the decrease in Net Income as discussed above, offset by the higher net effect of the adjusting items detailed in the table below. The following table presents the reconciliation of Net Income, our closest GAAP measure, to Adjusted EBITDA: Nine Months Ended September 30, (in thousands) 2025 2024 Net Income $ 23,739 $ 43,436 Adjusted for: Interest expense 8,774 8,997 Income tax provision 11,558 17,882 Depreciation and amortization 12,493 9,981 EBITDA 56,564 80,296 Share-based compensation (a) 7,004 6,857 Restructuring costs (b) 306 2,738 Transaction costs (c) 8,746 86 Legal contingency settlement (d) — (570) Other charges and expenses (e) 1,583 931 Adjusted EBITDA $ 74,203 $ 90,338 (a) Represents share-based compensation relating to equity awards granted primarily to employees and independent directors of the Company. (b) Represents primarily severance, write-off of assets and legal and professional fees related to the execution of restructuring plans. 43
Page 48
Index (c) Represents primarily financial advisory, professional and legal fees related to evaluation of strategic alternatives, including the pending Merger with Western Union and business acquisition transactions. (d) Represents a gain contingency related to a legal settlement. (e) Represents primarily loss on disposal of fixed assets. Liquidity and Capital Resources We consider liquidity in terms of our cash and cash equivalents position, cash flows from operations and their sufficiency to fund business operations, including working capital needs, debt service, acquisitions, capital expenditures, contractual obligations and other commitments. In particular, to meet our payment service obligations at all times, we must have sufficient highly liquid assets and be able to move funds on a timely basis. Our principal sources of liquidity are our cash generated by operating activities supplemented with borrowings under our revolving credit facility. Our primary cash needs are for day-to-day operations, to pay interest and principal on our indebtedness, to fund working capital requirements, and to make capital expenditures and repurchases of our common stock. We have funded and still expect to continue funding our liquidity requirements through internally generated funds, supplemented in the ordinary course, with borrowings under our revolving credit facility. We maintain a strong cash and cash equivalents balance position and have access to committed funding sources, which we have used only on an ordinary course basis during the nine months ended September 30, 2025. Therefore, we believe that our current cash and cash equivalents position, as well as projected cash flows generated from operations, together with borrowings under our revolving credit facility are sufficient to fund our principal and interest payments, lease expenses, our working capital needs, our business acquisitions, our expected capital expenditures and projected common stock repurchases in the short and long terms. Credit Agreement The Company and certain of its subsidiaries are party to a Second Amended and Restated Credit Agreement (the “Second A&R Credit Agreement”) with a group of banking institutions, which amended and restated in its entirety the A&R Credit Agreement. The Second A&R Credit Agreement provides for a new $425.0 million, multi-currency, revolving credit facility and an uncommitted incremental facility, which may be utilized for additional term and revolving loans of up to $100.0 million. The Second A&R Credit Agreement also provides for the issuance of letters of credit, which would reduce availability under the revolving credit facility. The maturity date of the Second A&R Credit Agreement is August 29, 2029. Borrowings under the Second A&R Credit Agreement are available for general corporate purposes to support the Company’s growth, as well as to fund share repurchases. As of September 30, 2025, there were $157.9 million of outstanding amounts drawn on the revolving credit facility. There were $367.1 million of additional borrowings available under this facility as of September 30, 2025. Under the Second A&R Credit Agreement and at the election of the Company, interest on the revolving loans denominated in U.S. Dollars is determined by reference to either (i) the secured overnight financing rate (“SOFR”), (ii) the daily simple SOFR or (iii) a defined “base rate,” in each case, plus an applicable margin ranging from 1.75% to 2.25% for SOFR rate loans and from 0.75% to 1.25% for base rate loans based upon the Company’s consolidated leverage ratio, as so calculated pursuant to the terms of the Second A&R Credit Agreement. Interest on revolving loans denominated in Euros or Pounds Sterling is determined by reference to the Euro Interbank Offered Rate (“EURIBOR”) or Sterling Overnight Index Average (“SONIA”), in each case, plus an applicable margin ranging from 1.75% to 2.25% based upon the Company’s consolidated leverage ratio, as so calculated. The revolving loans may be borrowed, repaid, and reborrowed from time to time in accordance with the terms and conditions of the Second A&R Credit Agreement. Interest is payable quarterly for base rate loans, daily simple SOFR loans, and daily simple SONIA loans, and on the expiration of the applicable interest period for term SOFR loans and EURIBOR loans. The Company also pays an annual commitment fee of up to 0.30% of the actual daily amount by which the maximum availability under the revolving credit facility exceeds the sum of the outstanding amount of revolving credit loans. The effective interest rate for the nine months ended September 30, 2025 for the revolving credit facility was 2.75%. The Second A&R Credit Agreement also provides the Company with increased flexibility to make certain restricted payments, including the repurchase of its common stock, without limitation so long as the Company’s consolidated leverage ratio, as of the then most recently completed four fiscal quarters, after giving pro forma effect to such restricted payments, is 2.50 to 1.00 or less. In addition, the Company may make restricted payments that do not exceed in the aggregate during any fiscal year the greater of (i) $30.3 million and (ii) 25% of Consolidated EBITDA (as defined in the Second A&R Credit Agreement) for the then most recently completed four fiscal quarters of the Company. 44
Page 49
Index The Second A&R Credit Agreement also contains customary covenants that limit the ability of the Company and its subsidiaries to, among other things, grant liens, incur additional indebtedness, make acquisitions or investments, dispose of certain assets, issue dividends and distributions (other than to the Company and certain of its subsidiaries), change the nature of their businesses, enter into certain transactions with affiliates, or amend the terms of material indebtedness, in each case subject to certain thresholds and exceptions. Under the Second A&R Credit Agreement, the Company is required to maintain a quarterly minimum interest coverage ratio of 3.00:1.00 and a quarterly maximum consolidated leverage ratio of 3.50 with a step-up to 3.75 in the quarter during which the Company completes a material acquisition, in each case, as computed in accordance with the terms of the Second A&R Credit Agreement. As of September 30, 2025, we were in compliance with the covenants of the Second A&R Credit Agreement that require the Company to maintain a quarterly minimum interest coverage ratio of 3.00:1.00 and a quarterly maximum consolidated leverage ratio of 3.50:1.00. Our indebtedness could adversely affect our ability to raise additional capital, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk and prevent us from meeting our obligations. See “Risk Factors—Risks Relating to Our Indebtedness” included in our Annual Report on Form 10-K for the year ended December 31, 2024. Repurchase Program On August 18, 2021, the Company’s Board of Directors approved a stock repurchase program (the “Repurchase Program”) that authorizes the Company to purchase up to $40.0 million of its outstanding shares of the Company’s common stock. On March 3, 2023, the Board of Directors approved an increase to the Repurchase Program that authorizes the Company to purchase an additional $100.0 million of its outstanding shares. On August 26, 2024, the Board of Directors approved a second increase to the Repurchase Program that authorizes the Company to purchase an additional $63.8 million of its outstanding shares. Under the Repurchase Program, the Company is authorized to repurchase shares from time to time in accordance with applicable laws, both on the open market and in privately negotiated transactions and may include the use of derivative contracts or structured share repurchase agreements. The timing and amount of repurchases depends on several factors, including market and business conditions, the trading price of the Company’s common stock and the nature of other investment opportunities. The Repurchase Program may be limited, suspended or discontinued at any time without prior notice. The Repurchase Program does not have an expiration date. The Second A&R Credit Agreement permits the Company to make restricted payments (including share repurchases, among others) under a variety of tests as described above, including, without limitation, so long as the Consolidated Leverage Ratio (as defined in the Second A&R Credit Agreement), as of the then most recently completed four fiscal quarters of the Company, after giving pro forma effect to such restricted payments, is 2.50:1.00 or less. The Company accounts for purchases of treasury stock under the cost method. Any direct costs incurred to acquire treasury stock are considered stock issue costs and added to the cost of the treasury stock. During the three months ended September 30, 2025, there were no share repurchases. During the nine months ended September 30, 2025, including the shares purchased in the privately-negotiated transaction described below, the Company purchased 1,348,214 shares for an aggregate purchase price of $16.3 million. During the nine months ended September 30, 2024, the Company purchased 2,739,499 shares for an aggregate purchase price of $54.9 million. As of September 30, 2025, there was $48.3 million available for future share repurchases under the Repurchase Program. The Company has suspended activity under the Repurchase Program and does not intend to make further repurchases under it during the pendency of the Merger Agreement. Privately-Negotiated Share Repurchase Transaction On March 12, 2025, the Company entered into an agreement with Latin-American Investment Holdings Inc., a related party, for the purchase of 100,000 shares of the Company’s common stock for a total purchase price of $1.3 million, or a per share price of $13.30 (reflecting a discount of 2.6% from the last reported sale price as reported on the Nasdaq Stock Market of the Company’s Common Stock on March 10, 2025), in a privately-negotiated transaction. Operating Leases We are party to operating leases for office space, warehouses and Company-operated store locations and vehicles, which we use as part of our day-to-day operations. Operating lease expenses were $1.7 million and $5.2 million for the three and nine months ended September 30, 2025, respectively, which we expect to be consistent throughout the year. We have not entered into finance lease commitments. For additional information on operating lease obligations, refer to Note 7, Leases, to the Condensed Consolidated Financial Statements. Merger Agreement Until the Merger closes, or the Merger Agreement is terminated, our liquidity requirements will primarily be funded by our cash flow from operations, borrowings under our existing credit facility and certain other capital activities allowed under the Merger Agreement. In 45
Page 51
Index particular, we are subject to various restrictions under the Merger Agreement (except for under limited exceptions) on assuming additional debt, issuing additional equity or debt, repurchasing equity, making certain capital expenditures, and entering into certain acquisition, disposition and leasing transactions, among other restrictions, subject to the restrictions under the Merger Agreement. Cash Flows The following table summarizes the changes to our cash flows for the periods presented: Nine Months Ended September 30, (in thousands) 2025 2024 Statements of Cash Flows Data: Net cash provided by operating activities $ 52,509 $ 57,968 Net cash used in investing activities (17,505) (27,859) Net cash used in financing activities (16,138) (111,234) Effect of exchange rate changes on cash and cash equivalents 2,220 (1,467) Net increase (decrease) in cash and cash equivalents 21,086 (82,592) Cash and cash equivalents, beginning of period 130,503 239,203 Cash and cash equivalents, end of period $ 151,589 $ 156,611 Operating Activities Net cash provided by operating activities was $52.5 million for the nine months ended September 30, 2025, a decrease of $5.5 million from net cash provided by operating activities of $58.0 million for the nine months ended September 30, 2024. The decrease is primarily a result of a $9.7 million change in working capital, which varies due to timing of remittances of consumer funds by sending agents and transmittal orders and payments, as well as prefunding of payers primarily for weekends, and also reflects the decrease in net income. Investing Activities Net cash used in investing activities was $17.5 million for the nine months ended September 30, 2025, representing a decrease of $10.4 million from net cash used in investing activities of $27.9 million for the nine months ended September 30, 2024. This decrease in cash used was primarily due to the capitalization of leasehold improvements, furniture and equipment related to the Company's move to the new U.S. headquarters during the nine months ended September 30, 2024 in an amount of $9.9 million, which did not recur during the nine months ended September 30, 2025. Financing Activities Net cash used in financing activities was $16.1 million for the nine months ended September 30, 2025, which primarily consisted of $16.3 million used for repurchases of common stock and $1.1 million of payments for stock-based awards for shares withheld for tax payments in connection with share-based compensation arrangements. This was partially offset by $1.3 million of net borrowings under the revolving credit facility. Net cash used in financing activities was $111.2 million for the nine months ended September 30, 2024, which primarily consisted of $24.2 million of net borrowings from the revolving credit facility, $75.5 million in regular quarterly pay-downs for the first half of the year and final payoff of the term loan facility, $54.9 million used for repurchases of common stock, $3.1 million in debt origination costs related to the Second A&R Credit Agreement and $2.0 million of payments for stock-based awards for shares withheld for tax payments in connection with share-based compensation arrangements. 46
Page 52
Index Critical Accounting Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions about future events that affect amounts reported in our condensed consolidated financial statements and related notes, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. Management evaluates its accounting policies, estimates and judgments on an on-going basis. Management bases its estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions. An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimate that are reasonably likely to occur, could materially impact the consolidated financial statements. Our Critical Accounting Policies and Estimates disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2024, for which there were no material changes during the three and nine months ended September 30, 2025, included the following: • Allowance for Credit Losses • Goodwill and Intangible Assets • Income Taxes Recent Accounting Pronouncements Refer to Note 1, Business and Accounting Policies, of the Condensed Consolidated Financial Statements for information on recent accounting pronouncements. 47
Page 53
Index ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Foreign Currency Risk We manage foreign currency risk through the structure of the business and an active risk management process. One of the methods to settle with our payers in Latin America is entering into foreign exchange tom and spot transactions with local and foreign currency providers (“counterparties”). The foreign currency exposure on our foreign exchange tom and spot transactions is limited by the fact that all transactions are settled within two business days from trade date. Foreign currency fluctuations, however, may negatively affect our average exchange gain per transaction. The Company had open tom and spot foreign exchange contracts for Mexican pesos and Guatemalan quetzales amounting to approximately $16.6 million and $12.7 million at September 30, 2025 and December 31, 2024, respectively. In addition, included in wire transfers and money orders payable, net in our condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024, there are $17.3 million and $23.0 million, respectively, of wires payable denominated in foreign currencies, primarily Mexican pesos and Guatemalan quetzales. Also, included in prepaid wires, net in our condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024, there are $12.6 million and $29.8 million, respectively, of prepaid wires denominated in foreign currencies, primarily Mexican pesos and Guatemalan quetzales. We are also exposed to changes in currency rates as a result of our investments in foreign operations and revenues generated in currencies other than the U.S. dollar. Revenues and profits generated by our international operations will increase or decrease because of changes in foreign currency exchange rates. This foreign currency risk is related primarily to our operations in our foreign subsidiaries. Revenues from our foreign subsidiaries represents approximately 3% of our consolidated revenues for the nine months ended September 30, 2025. Therefore, a 10% increase or decrease in these currency rates against the U.S. Dollar would result in a de minimis change to our overall operating results. The spot and average exchange rates for the currencies in which we operate to U.S. dollar are as follows: 2025 2024 Spot Average Spot Average U.S. dollar/Mexican Peso 18.32 19.50 20.75 17.71 U.S. dollar/Guatemalan Quetzal 7.65 7.67 7.68 7.76 U.S. dollar/Canadian Dollar 1.39 1.40 1.44 1.36 U.S. dollar/Dominican Peso 61.91 61.11 61.10 59.10 U.S. dollar/Euro 0.85 0.90 0.96 0.92 U.S. dollar/British Pound Sterling 0.74 0.76 0.80 0.76 Spot exchange rates are as of September 30, 2025 and December 31, 2024. Average exchange rates are for the nine months ended September 30, 2025 and 2024. Long-term sustained appreciation of the Mexican peso or Guatemalan quetzal as compared to the U.S. dollar could affect our revenues and profit margins. Interest Rate Risk As discussed above, interest under the Second A&R Credit Agreement is variable based on certain benchmark rates, including SOFR, EURIBOR and SONIA. Because interest expense is subject to fluctuation, if interest rates increase, our debt service obligations on such variable rate indebtedness would increase even though the amount borrowed may remain the same. Accordingly, an increase in interest rates would adversely affect our profitability. During the nine months ended September 30, 2025, the Federal Reserve lowered the fed funds rate from 4.50% to 4.25%. As a consequence, other benchmark interest rates such as SOFR started to decrease during September 2025. The Company expects that the Federal Reserve will continue to monitor inflation and other economic indicators to assess if additional interest rate decreases in 2025 are warranted. As of September 30, 2025, we had $157.9 million in outstanding borrowings under the revolving credit facility. A hypothetical 1% increase or decrease in the interest rate on our indebtedness as of September 30, 2025 would have increased or decreased cash interest expense on our revolving credit facility by approximately $1.6 million per annum, respectively. (1) (2) (1) (2) (1) (2) 48
Page 54
Index Credit Risk We maintain certain cash balances in various U.S. banks, which at times, may exceed federally insured limits. We have not incurred any losses on these accounts. In addition, we maintain cash in various bank accounts in Mexico, Guatemala, Canada, the Dominican Republic, Spain, the United Kingdom, Germany and Italy and short-term investment accounts in Mexico, which may not be fully insured. During the nine months ended September 30, 2025, we did not incur any losses on these uninsured accounts. To manage our exposure to credit risk with respect to cash balances and other credit risk exposure resulting from our relationships with banks and financial institutions, we regularly review cash concentrations, and we attempt to diversify our cash balances among global financial institutions. We are also exposed to credit risk related to receivable balances from sending agents, digital partners and other parties. We perform a credit review before each agent signing and conduct ongoing analyses of sending agents and certain other parties we transact with directly. As of September 30, 2025, we also had $4.7 million outstanding of agent advances receivable from sending agents. Most of the agent advances receivable are collateralized by personal guarantees from the sending agents and by assets from their businesses. Our provision for credit losses was approximately $6.1 million for the nine months ended September 30, 2025 (1.3% of total revenues) and $5.0 million for the nine months ended September 30, 2024 (1.0% of total revenues). The increase in our provision for credit losses in the nine months ended September 30, 2025 is primarily due to higher outstanding balances of accounts receivable primarily related to higher principal amount sent processed by our sending agents. . 49
Page 55
Index ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and related forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and President, and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within an organization have been detected. Accordingly, our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. As required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act, our Chief Executive Officer and President, and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2025. Based on their evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective and operating to provide reasonable assurance that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such material information is accumulated and communicated to our management, including our Chief Executive Officer and President, and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure as of September 30, 2025. Changes in Internal Control Over Financial Reporting During the most recently completed fiscal quarter, there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 50
Page 56
Index PART II – OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS From time to time, we are subject to various claims, charges and litigation matters that arise in the ordinary course of business. We believe these actions are a normal incident of the nature and kind of business in which we are engaged. While it is not feasible to predict the outcome of these matters with certainty, we do not believe that any asserted or unasserted legal claims or proceedings, individually or in the aggregate, will have a material and adverse effect on our business, financial condition and results of operations. Reference is made to Note 17 – Commitments and Contingencies in the Unaudited Condensed Consolidated Financial Statements of the Company contained elsewhere in this Quarterly Report on Form 10–Q for information regarding certain legal proceedings to which we are a party, which information is incorporated by reference herein. ITEM 1A. RISK FACTORS Except as set forth in our quarterly Report on Form 10-Q for the quarter ended June 30, 2025, there have been no material changes to our principal risks that we believe are material to our business, results of operations and financial condition, from the risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). Prospective investors are encouraged to consider the risks described in our previously filed Quarterly Report on Form 10-Q and in our 2024 Form 10- K, our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Quarterly Report on Form 10-Q and in our 2024 Form 10-K, and other information publicly disclosed or contained in documents we file with the Securities and Exchange Commission before purchasing our securities. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Issuer Purchases of Equity Securities The following table provides information about repurchases of our common stock during the quarter ended September 30, 2025: Period Total Number ofShares Purchased(a) Average PricePaid per Share Total Number ofShares Purchased asPart of PubliclyAnnounced Program(b) Approximate Dollar Valueof Shares that May Yet bePurchased under theProgram July 1 through July 31 2,184 $ 9.68 — $ 48,299,973 August 1 through August 31 7,764 $ 9.01 — $ 48,299,973 September 1 through September30 — $ — — $ 48,299,973 Total 9,948 — (a) Represents 2,184 and 7,764 shares withheld for income tax purposes in July 2025 and August 2025, respectively, in connection with shares issued under compensation and benefit programs. (b) On August 18, 2021, the Company’s Board of Directors approved a stock repurchase program (the “Repurchase Program”) that authorizes the Company to purchase up to $40.0 million of outstanding shares of the Company’s common stock. The Repurchase Program does not have an expiration date. On March 3, 2023, the Board of Directors approved an increase to the Repurchase Program that authorizes the Company to purchase an additional $100.0 million of its outstanding shares. On August 26, 2024, the Board of Directors approved an increase to the Repurchase Program that authorizes the Company to purchase an additional $63.8 million of its outstanding shares. The Company has suspended activity under the Repurchase Program and does not intend to make further repurchases under it during the pendency of the Merger Agreement. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 51
Page 57
Index ITEM 5. OTHER INFORMATION During the quarter ended September 30, 2025, no officer or director of the Company adopted or terminated any contract, instruction, or written plan for the purchase or sale of securities of the Company’s common stock that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement as defined in 17 CFR § 229.408(c). 52
Page 58
Index ITEM 6. EXHIBITS Exhibit No. Document 2.1** Agreement and Plan of Merger, dated as of August 10, 2025, by and among International MoneyExpress, Inc., Ivey Merger Sub, Inc. and The Western Union Company.# 10.1* Confidential Separation Agreement, Release and Covenant Not to Sue, dated July 26, 2025, by andbetween International Money Express, Inc. and Frank Robert Pargac. † 10.2* Form of Restricted Stock Award Agreement (Non-Employee Director Quarterly Fees) pursuant to theInternational Money Express, Inc. A&R 2020 Omnibus Equity Compensation Plan.† 10.3* Retention Bonus Program and Form of Participant Agreement (Named Executive Officers).#† 31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act - Chief Executive Officer 31.2* Certification pursuant to Section 302 of the Sarbanes-Oxley Act - Chief Financial Officer 32.1*** Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350. 32.2*** Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350. 101.INS Inline XBRL Instance Document - The instance document does not appear in the interactive data filebecause its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB Inline XBRL Taxonomy Extension Label Linkbase 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase 104* The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL (included with the Exhibit 101 attachments). * Filed herewith. ** Previously filed. *** Furnished herewith. # Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. †Management contract or compensatory plan or arrangement. 53
Page 59
Index 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 thereunto duly authorized. International Money Express, Inc. (Registrant) Date: November 10, 2025 By: /s/ Robert Lisy Robert Lisy Chief Executive Officer and President (Principal Executive Officer) Date: November 10, 2025 By: /s/ Andras Bende Andras Bende Chief Financial Officer (Principal Financial Officer) 54
Page 60
Execution Copy CONFIDENTIAL SEPARATION AGREEMENT, RELEASE, AND COVENANT NOT TO SUE THIS CONFIDENTIAL SEPARATION AGREEMENT, RELEASE, AND COVENANT NOT TO SUE (hereinafter, the “Agreement”) is made and entered into by and between INTERNATIONAL MONEY EXPRESS, INC., a Delaware corporation, on behalf of itself, its subsidiaries and affiliates (collectively, “IMXI” or the “Company:”), on the one hand, and FRANK ROBERT PARGAC, on behalf of himself and his heirs, executors, administrators, representatives, agents, successors, and assigns (collectively, “Pargac”), on the other. Each of Pargac and IMXI are sometimes referred to herein as a “Party” or collectively as the “Parties.” RECITALS: WHEREAS, Pargac and IMXI are parties to an Employment Agreement dated May 20, 2024 (referred to herein as the “Employment Agreement”) which provided that Pargac was employed by IMXI as an “at will” employee with the title of General Counsel and Chief Legal Officer; WHEREAS, on July 25, 2025, Pargac and the Company have agreed that Pargac’s employment with the Company terminated effective immediately (referred to herein as the “Separation Date”); WHEREAS, Pargac and IMXI entered into those certain agreements under the International Money Express, Inc. 2020 Omnibus Equity Compensation Plan (the “Plan”) for the grant of restricted stock units (“RSUs”) and performance stock units (“PSUs”) settleable in shares of IMXI, of which 2,380 RSUs vested pursuant to their terms on the Separation Date; and WHEREAS, Pargac and IMXI have agreed to the following terms in connection with his separation from IMXI. NOW THEREFORE, in consideration of the promises, representations, and conditions set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, Pargac and IMXI agree as follows: 1. Incorporation of Recitals: The foregoing recitals are true, accurate, material covenants, and the Parties hereby incorporated such recitals into this Agreement as if fully rewritten in their entirety. 2. Separation Payments: In consideration for Pargac’s promises, obligations, acknowledgements, agreements, warranties and representations as set forth in this Agreement, including and subject to Section 3 hereof, the Company agrees to pay Pargac the following: (a) A lump sum payment of $323,787.00 (the “Separation Amount”); plus
Page 61
(b) A lump sum payment of $100,000.00 (the “Additional Payment”); plus (c) 16,646 outstanding unvested RSUs as of the Separation Date shall become fully vested (the “RSU Acceleration”), and all other RSUs are forfeited as of the Separation Date and ineligible to vest; plus (d) 14,451 outstanding unvested PSUs as of the Separation Date shall become fully vested (the “PSU Acceleration”), and all other PSUs are forfeited as of the Separation Date and ineligible to vest. In addition to the foregoing, the Company agrees to waive any restrictive covenants obligation Pargac may have to not compete with the Company or any of its affiliates to the extent set forth in Section 11 of this Agreement (the “Noncompete Waiver”). The Separation Amount, the Additional Payment, the RSU Acceleration, the PSU Acceleration and the Noncompete Waiver are collectively referred to herein as the “Consideration”. The Company acknowledges and agreed that in addition to the Consideration, Pargac is also entitled to receive (i) his base salary earned through the date of termination that remains unpaid as of the date of Separation Date, (ii) $21,532 of accrued and unpaid bonus relating to the second quarter of 2025 completed bonus period that remains unpaid as of the Separation Date, (iii) 2,380 shares of IMXI in settlement of RSUs that vest on the Separation Date, (iv) reimbursement for any unreimbursed business expenses properly incurred by Pargac prior to the Separation Date to the extent such expenses are reimbursable under the terms of the Employment Agreement, and (v) such benefits (excluding benefits under any severance plan, program or policy then in effect), if any, to which Pargac may be entitled under the Company’s benefit plans other than the Plan as of the Separation Date, which benefits shall be payable in accordance with the terms of such benefits plans (collectively, the “Accrued Rights”). The payments in respect of Consideration and the Accrued Rights may be reduced to reflect all applicable withholdings, deductions and taxes as required by law. Pargac acknowledges, understands and agrees that, the Consideration equals or exceeds the amounts to which Pargac is entitled, including pursuant to the terms of the Employment Agreement. Notwithstanding the foregoing, provided this Agreement is timely executed by Pargac as described in Paragraph 17 and that Pargac does not revoke the Agreement within the Revocation Period (as defined in Paragraph 17 below), (x) the Company shall pay the Separation Amount and the Additional Payment in a lump sum no later than ten (10) days following the Effective Date; and (y) the RSU Acceleration and the PSU Acceleration shall occur on the first business day following the Effective Date. Pargac understands, acknowledges and agrees that the Consideration will only be paid, and shares of Company common stock will be issued in respect of the RSU Acceleration and the PSU Acceleration, by the Company provided: (1) Pargac is not in breach of any term, condition, warranty, representation, covenant or provision of this Agreement, (2) Pargac does not revoke the Agreement within the Revocation Period described in Paragraph 17 below; and (3) Pargac first returns a signed (by him in wet ink) and dated (by him in wet ink) copy of this Agreement to the Company. The Company and Pargac agree that the Consideration is not an entitlement and shall serve as good and sufficient consideration for the release set forth in Paragraph 3 of this 2
Page 62
Agreement, his obligations set forth in Paragraphs 10 and 11 (including any subparts) of this Agreement and the other obligations and covenants Pargac has agreed to in this Agreement. In the event Pargac breaches any term, condition, warranty, representation, covenant or provision under this Agreement, as determined by a court of law, Pargac understands and agrees that his right and entitlement to the Consideration as well as any other benefits under this Agreement, may be forfeited, null and void without any further obligations being owed to Pargac by the Company. 3. General Release of Claims and Covenant Not to Sue: (a) Pargac and anyone acting on his behalf, hereby releases, acquits and forever discharges IMXI and its related entities, affiliates, divisions, subsidiaries, benefit plans, parent entities, member entities, predecessors, successors, assigns, as well as their current and former employees, members, benefit plan administrators, officers, directors, agents, representatives, owners, consultants, attorneys, insurers, reinsurers and shareholders (collectively, the “Releasees”) of and from any and all claims, liability, lawsuits, demands, actions (administrative, contracted or otherwise), grievances, loss, damage and causes of action of any kind or nature whatsoever, known or unknown, anticipated or unanticipated, past or present, which may exist as of the date Pargac executes this Agreement. (b) Without limiting the foregoing, Pargac and anyone acting on his behalf, hereby releases, acquits and forever discharges the Releasees of and from any and all claims, liability, lawsuits, demands, actions (administrative, contracted or otherwise), grievances, loss, damage and/or causes of action of any kind or nature whatsoever, known or unknown, anticipated or unanticipated, past or present, including, but not limited to, any and all claims arising out of, arising under or in any way related to: (i) the Age Discrimination in Employment Act (ADEA), any discrimination, retaliation or whistleblowing laws, the Equal Pay Act of 1963, the Civil Rights Act of 1866 (and as amended), the Pregnancy Discrimination Act, the Genetic Information Nondiscrimination Act (GINA), the Rehabilitation Act of 1973, the Family Medical Leave Act (FMLA), the Sarbanes Oxley Act, the Employee Retirement Income Security Act of 1974 (ERISA), the Americans with Disabilities Act of 1990 (ADA), 26 USC Section 409A, the Americans with Disabilities Amendments Act, the Rehabilitation Act of 1973, the Civil Rights Act of 1964, the Older Workers Benefit Protection Act (OWBPA), the Florida Civil Rights Act of 1992, the Florida and Federal whistleblower statutes, the Florida Wage Discrimination Law, the Florida Equal Pay Act, the Florida AIDS Act, the Florida Discrimination on the Basis of Sickle Cell Trait Law, the Florida OSHA Law, the Florida Wage Payment Laws, any tax laws or regulations (federal, state, local or otherwise), and/or any and all other federal, state (Florida, Delaware or otherwise) or local laws, statutes, rules, regulations, constitutions, orders and/or common law principles, as well as any amendments to any of the foregoing; and (ii) his employment, separation from employment, compensation, benefits, relationship with IMXI, ownership and/or entitlement to or under any RSUs and PSUs, 3
Page 63
the Employment Agreement, the Plan, any breach of contract, any torts, promissory estoppel, good faith and fair dealing, negligence, tax penalties, interest, tax liabilities, stocks, equity, and/or any personal, physical and/or emotional injury. Pargac acknowledges and agrees that this release and waiver of claims is a general release and includes, but is not limited to, all matters in law, in equity, in contract, or in tort, or pursuant to statute, including damages, interest, penalties, attorney’s fees, costs and expenses. (c) Pargac acknowledges and agrees that he has been fully, timely and properly paid for all hours worked (including any overtime) and that he has been fully, properly and timely paid and provided all commissions, payments, bonuses, incentive compensation, equity, stock, RSUs, PSUs, options, and/or other compensation (monetary or otherwise) of any kind that are owed to him, other than the Consideration (to which he is only entitled under the terms set forth in this Agreement). Pargac acknowledges and agrees that he has not suffered any on-the- job injury while employed by the Company for which he has not already filed a claim, including the Accrued Rights as of the Effective Date (other than under clause (v) thereof with respect to ERISA-covered employee benefit plans that may be provided later under the terms of the applicable benefit plan). Pargac acknowledges and agrees that he has provided the Company with notice of any and all concerns regarding suspected ethical and compliance issues or violations on the part of any of the Releasees and that he has not received any unfair treatment as a result of that notice. Pargac acknowledges and agrees that he has been properly provided any leave of absence because of his or a family member’s health condition, and that he has not been subjected to any improper treatment, conduct or actions due to or related to his request for, or him taking of, any leave of absence because of his or a family member’s health condition. Pargac acknowledges and agrees that he has been fully paid and reimbursed for any expenses. Pargac acknowledges and agrees that he has no pending claim or complaint of unlawful discrimination; harassment; sexual harassment, abuse, assault, or other criminal conduct; or retaliation against the Company or any of the other Releasees. (d) With the exception of those matters referred to in Paragraph 4 below, Pargac promises never to file a claim, lawsuit, demand, action, class action, grievance, representative action, or otherwise assert any claims that are released in this Paragraph 3 (and its subparts) of this Agreement which may exist as of the date Pargac executes this Agreement. If Pargac has any pending claims, charges, or complaints with any federal, state, or local agency against or regarding any of the Releasees, he will request that said agency close its file and not pursue the claim, charge, or complaint any further. In addition, Pargac shall not sue or initiate against any of the Releasees, any compliance review, action, grievance, arbitration or proceeding, or participate in the same, individually or as a member of a class, under any contract (express or implied), or any federal, state, or local law, statute, or regulation pertaining in any manner to the claims released in this Agreement. This promise not to sue does not apply to claims under the OWBPA or the ADEA. Although Pargac acknowledges and agrees that he is releasing all claims that he may have under the OWBPA and ADEA, Pargac understands that he may challenge the knowing and voluntary nature of this release before a court, the Equal Employment Opportunity Commission (EEOC), the National Labor Relations Board (NLRB), or any other federal, state or local agency charged with the enforcement of any employment laws. Pargac understands, 4
Page 64
however, that if he pursues a claim against any of the Releasees under the OWBPA and/or the ADEA to challenge the validity of this release and prevails on the merits of an ADEA claim, a court has the discretion to determine whether the Releasees are entitled to restitution, recoupment, or set off (hereinafter “reduction”) against a monetary award obtained by Pargac in the court proceeding. A reduction never can exceed the amount Pargac recovers, or the consideration Pargac received for signing this release, whichever is less. Pargac also recognizes that the Releasees may be entitled to recover costs and attorneys’ fees incurred by them as specifically authorized under applicable law. (e) Pargac represents and warrants that he has filed no claims, lawsuits, charges, grievances, or causes of action of any kind against the Releasees and that, to the best of his knowledge, he possesses no such claims. (f) Pargac acknowledges and agrees that, by virtue of the Company’s covenants, representations and warranties as set forth in this Agreement, he has received fair economic value for any and all potential claims or causes of action he may have against the Releasees, and that he is not entitled to any other damages or relief. 4. Exclusions from Release and Non-Interference: Pargac acknowledges and agrees that excluded from the release in this Agreement are claims that, by law, cannot be released by a written agreement, such as: (a) unemployment compensation claims; (b) workers’ compensation claims; (c) claims arising after the date he executes this Agreement; and (d) any vested rights under the Company’s ERISA-covered employee benefit plans as applicable on the date Pargac signs this Agreement. Pargac acknowledges and agrees that nothing in this Agreement (including, but not limited to, the release of claims (Paragraph 3), the promise not to sue (Paragraph 3(c)), confidentiality (Paragraph 7), non-disparagement (Paragraph 8), confidentiality and non-disclosure (Paragraph 10), and the return of property (Paragraph 14(b)): (i) prevents Pargac from communicating with, filing a charge or complaint with, providing documents or information voluntarily or in response to a subpoena or other information request to, or from participating in an investigation or proceeding conducted by the EEOC, the NLRB, the Securities and Exchange Commission (“SEC”) (including communicating directly with the staff of the SEC about a possible securities law violation), law enforcement, or any other any federal, state or local agency charged with the enforcement of any laws, or from responding to a subpoena or discovery request in court litigation or arbitration; (ii) prevents Pargac from exercising his rights under Section 7 of the National Labor Relations Act to engage in protected, concerted activity with other employees; (iii) limits or affects Pargac’s right to challenge the validity of the release and waiver set forth above under the ADEA or the OWBPA; or (iv) waives Pargac’s right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company or on the part of the agents or employees of the Company, when Pargac has been required or requested to attend such a proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature. Pargac acknowledges and agrees that by signing this Agreement he is waiving his right to recover any individual relief (including, but not limited to, backpay, front pay, reinstatement, punitive 5
Page 65
damages, emotional distress damages, economic damages, attorney’s fees, or other legal or equitable relief) in any charge, complaint, arbitration, lawsuit or other proceeding brought by Pargac himself or on Pargac’s behalf by any third party, except for any right Pargac may have to receive a payment from a government agency (and not Releasees) for information provided to the government agency. 5. Non-Admission of Liability: Pargac acknowledges and agrees that this Agreement shall not be construed as an admission by the Releasees of any acts or conduct. Pargac and the Company understand, acknowledge and agree that neither this Agreement nor the furnishing of consideration for this Agreement shall be deemed or construed at any time for any purpose as an admission of liability or responsibility by the Releasees for any wrongdoing of any kind, with any wrongdoing being expressly denied herein by the Releasees. 6. Responsibility for Taxes and Liens, Indemnification: With the exception of the employer share of any payroll tax applicable to the Consideration and the Accrued Rights, it is further understood and agreed that Pargac is exclusively responsible for any and all taxes, penalties, liens and interest, of any kind, that arise from or relate to the Agreement, including, but not limited to, any and all federal, state or local tax liabilities, penalties and/or interest, section 409A liabilities, penalties, and/or interest and/or any monies that may be owed to any taxing authorities by Pargac, any creditors of Pargac or any other third parties by Pargac, whether pre-existing or attributable to payments made pursuant to the Employment Agreement, this Agreement or any other agreement. Pargac agrees to indemnify, defend and hold Releasees harmless for any taxes, penalties and interest on any of the payments or other benefits paid or provided to Pargac pursuant to the Employment Agreement, the Plan, this Agreement and any other agreement and/or and any tax consequences related thereto. The Releasees make no representations or warranties regarding the tax treatment of any amounts to be paid to Pargac pursuant to the Employment Agreement, the Plan, this Agreement and any other agreement. 7. Confidentiality of this Agreement: Pargac represents and warrants that, to date, he has kept this Agreement and all of its terms, negotiations and conditions confidential. Pargac represents and warrants that he has not discussed, disclosed or revealed the Agreement or its terms, directly or indirectly, to the media or to any other person, corporation, or other entity. In addition, Pargac represents and warrants that he has not discussed, disclosed or revealed the Agreement or its terms, directly or indirectly, to any current or former employee of IMXI. Likewise, Pargac agrees to continue to maintain the confidentiality of this Agreement, which means that he shall not, presently or in the future, discuss, disclose or reveal its existence or its terms or conditions to the media or to any other person, corporation or entity except to his financial advisors, attorneys, spouse or registered domestic partner, taxing authorities, or as required by law, each of whom Pargac agrees to notify of the obligation to maintain such confidentiality. Additionally, Pargac shall not, presently or in 6
Page 66
the future, discuss, disclose or reveal the Agreement’s existence or its terms or conditions to any employee or former employee of the Company. Nothing in this Paragraph 7 shall preclude Pargac from filing any charges or participating in investigations as discussed in Paragraph 4 of this Agreement. Nothing herein shall prohibit the Company from disclosing this Agreement as may be required by law, rule or regulation or the rules of The Nasdaq Stock Market. 8. Non-Disparagement: Pargac further agrees to refrain from criticizing or disparaging the Releasees. The Company agrees that it will instruct its officers and directors not to criticize or disparage Pargac. The Company agrees that within 10 days of the Effective Date of this Agreement, that Pargac will receive from the Company written communication that such non-disparagement instruction has been given to its officers and directors and the officers and directors have acknowledged their directions. The Company further agrees that it will only disclose Pargac’s dates of employment and title to perspective employers or employment professionals that request such employment information. Nothing in this Paragraph 8 shall preclude Pargac from filing any charges or participating in investigations as discussed in Paragraph 4 of this Agreement. 9. Voluntary Resignation and Future Employment: Pargac acknowledges that his separation from the Company was voluntary. Pargac acknowledges, understands and agrees that his departure from the Company was without coercion. Pargac also agrees that he will not make any attempt to obtain employment or reinstatement with the Company or any of its parent entities, affiliated entities, divisions, member entities, related entities, associated or controlled entities, sister entities, subsidiaries, successors and/or assigns (with the Company and any of its parent entities, affiliated entities, divisions, member entities, related entities, associated or controlled entities, sister entities, subsidiaries, successors and/or assigns being collectively referred to herein as the “Corporate Entities”). Pargac understands, acknowledges and agrees that should Pargac (or any third party acting on his behalf) make any attempt to obtain such employment or reinstatement, such attempts may be disregarded and the Corporate Entities will incur no liability. Further, Pargac agrees that he will not accept any employment or reinstatement by any of the Corporate Entities if such employment or reinstatement is offered or awarded. Should Pargac become employed by or reinstated with any of the Corporate Entities at any time for any reason, Pargac acknowledges and agrees that this provision shall provide just cause and a legitimate, non discriminatory/non-retaliatory business reason for the Corporate Entity(ies) to immediately terminate Pargac’s employment. Pargac consents to the termination of his employment at any time without counsel or liability, should it be determined that he holds employment with any of the Corporate Entities. 10. Confidentiality and Non-Disclosure: Pargac acknowledges and agrees that during the course of his employment he was provided and given access to Confidential Information of the Company. Pargac acknowledges and agrees that he has an obligation of confidence and non-disclosure with respect to any and all Confidential Information that he acquired during the course of employment with the Company. 7
Page 67
“Confidential Information” means an item of information or compilation of information in any form (tangible or intangible) that the Company has not made public or authorized public disclosure of, and that is not readily available to persons outside the Company through proper means. Confidential Information includes, but is not limited to: (a) the Company’s business, pricing, financial, sales, development, and/or marketing plans and/or strategies; (b) information concerning the Company’s customers, agents, payors, payees, vendors, suppliers, contractors, joint ventures, and/or partners, including, but not limited to, prices, terms, margins, lists, preferences, strengths and/or weaknesses, contact information, requirements, the identity of contact persons, discounts, costs, sales information, projections, financial information, analysis, needs, contract terms and/or banking information; (c) the Company’s financial information, analysis, data, plans and/or strategies, including, but not limited to, the Company’s past, present, or future financial condition, performance, costs, projections, pricing, contract terms with customers and/or agents, discounts and/or analysis; (d) the Company’s business plans strategies and/or analysis; (e) confidential human resource information, including, but not limited to, employee strengths and weaknesses, performance information and/or compensation information; (f) the Company’s processes, improvements, methods, techniques, data retention methodologies, indices, formulas, know-how, plans, inventions, research and development, innovations, developments, patent information, copyright information and/or ideas; (g) the Company’s operational data, information, plans and/or strategies; (h) information from third parties held by the Company in confidence; (i) information concerning or relating to the Company’s vendors, customers, agents, payors, payees, clients contractors, partners, and/or joint ventures that is not known to the public; (j) the Company’s business projections, expansion plans, sales goals, quotas, hiring plans; (k) the Company’s business development plans, strategies, and/or information; and/or (l) the Company’s trade secrets, as defined by law. Pargac acknowledges and agrees that items of Confidential Information are the Company’s valuable assets and have economic value, actual or potential, because they are not generally known by the public or others who could use them to their own economic benefit and/or to the competitive disadvantage of the Company. Pargac agrees to keep all Confidential Information in strict confidence. Pargac agrees that he will not directly or indirectly use or disclose Confidential Information for any purpose, unless otherwise compelled by law. Pargac agrees that he will not disclose Confidential Information to the public on the internet or in any other media or form of communication without advanced written authorization to engage in such disclosure by an authorized representative of the Company. Pargac agrees that he will not accept or become employed or retained in any capacity whatsoever by any person or entity where such employment or other capacity requires him to directly or indirectly disclose, rely upon or use Confidential Information, or where such employment or other capacity will, or may cause or reasonably lead to, the inevitable, necessary or effective disclosure or use of Confidential Information whether through express, implicit, indirect, intentional or unintentional means. Nothing in this Paragraph 10 shall be deemed to prevent or preclude Pargac from using his own personal business acumen, skills or individually-developed, non-proprietary materials. Furthermore, nothing in this Agreement prohibits Pargac from reporting an event that Pargac reasonably and in good faith believes is a violation of law to the relevant law-enforcement agency (such as the SEC, EEOC, or Department of Labor), from communicating directly with the staff of the SEC about a possible securities law violation, or from cooperating in an investigation conducted by such a government agency. 8
Page 68
11. Restrictive Covenants: The Company and Pargac acknowledge and agree to the survival and continued enforcement of the “Executive Covenants” delineated in Article V of the Employment Agreement, other than Section 5.04 thereof, which the Company hereby agrees to waive any rights under. 12. Equitable Remedies/Attorney’s Fees/Non Waiver: (a) Pargac acknowledges and agrees that the restrictions set forth in Paragraph 10 and Paragraph 11 (and its subparts) of this Agreement are reasonable.. Pargac acknowledges and agrees that the restrictions contained in Paragraph 10 and Paragraph 11 (and its subparts) of this Agreement are necessary to protect Confidential Information, and to protect the business relationships and goodwill of the Company and are considered to be reasonable for such purposes. Therefore, in the event of any such breach Pargac agrees that the Company shall have the right to pursue any remedy available to it under the law. (b) The Parties acknowledge and agree that in the event the either Party prevails in any claim, dispute or action arising out of, concerning or relating to this Agreement, including, but not limited to, an action by either Party to enforce the terms of this Agreement, the prevailing Party shall be entitled to collect, and the non-prevailing Party shall be obligated to pay, any and all reasonable costs, expenses and attorneys’ fees incurred by the prevailing Party in connection with such a claim, dispute or action, as well as any costs, expenses and attorneys’ fees arising from or relating to the collection of any judgments in the prevailing Party’s favor arising out of or relating to this Agreement. (c) The Company’s waiver of any breach of any provision of this Agreement by Pargac shall not operate or be construed as a waiver of any subsequent breach by Pargac. 13. Governing Law/Venue: This Agreement will be interpreted and enforced in accordance with the laws of the State of Florida without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction which would cause the application of any law other than that of the State of Florida. Each Party irrevocably agrees that any claim, legal action, suit or proceeding arising out of, relating to or in connection with: (a) this Agreement; (b) Pargac’s employment with the Company; (c) the Employment Agreement; (d) the Plan and any agreement entered into pursuant thereto; (e) the transactions contemplated by this Agreement; and/or (f) Pargac’s relationship with IMXI, shall be brought exclusively in the United States District Court for the Southern District of Florida, or, if such court does not have subject matter jurisdiction, the state courts of Florida located in Miami-Dade County and hereby irrevocably accepts and submits to the exclusive jurisdiction and venue of the aforesaid courts in personam, with respect to any such action, suit or proceeding. Each Party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, relating to or in connection with Pargac’s employment with the Company, Pargac’s separation from employment, the Employment Agreement, the Plan, or this Agreement. 9
Page 69
14. Additional Terms: (a) The Company shall have the right to assign this Agreement at its sole election without the need for further notice to or consent by Pargac. Pargac acknowledges and agrees that his promises, obligations, covenants, warranties and representations under this Agreement shall remain binding upon him upon any assignment by the Company, including, without limitation, by asset assignment, equity or stock sale, merger, consolidation or other corporate reorganization or transaction. Pargac understands, acknowledges and agrees that all of Pargac’s promises, obligations, covenants, warranties and representations under this Agreement, as well as the rights of the Company under this Agreement, shall run in favor of and shall be enforceable by, IMXI its subsidiaries, affiliates, successors and/or assigns. Pargac further acknowledges and agrees that Pargac’s rights hereunder are personal and may not be assigned or transferred. The Parties understand and agree that this document may be used: (i) as defense to any lawsuit, claim, legal proceeding or action, (ii) as evidence in a subsequent proceeding to enforce the terms of this Agreement, or (iii) as evidence in a subsequent legal proceeding in which the Company or Pargac allege a breach of this Agreement. (b) Pargac agrees to return, on or no more than one business day after the Separation Date, all, computer hardware, computer software, files, papers, phones, cellular devices, memoranda, correspondence, customer lists, documents, financial data, Confidential Information, business development information, pricing information, customer information, sales information, agent information, payor information, payee information, credit cards, keys, tape recordings, pictures, security access cards, electronically stored information and any other items of any nature which were or are the property of IMXI (collectively, “Company Property”). Pargac agrees that he shall not retain any copies, in any format (electronic, hard copy or otherwise), of any Company Property. (c) Pargac represents and warrants that, prior to signing this Agreement, he has not: (i) engaged in any conduct that is contrary to the terms of the Employment Agreement, including, but not limited to the provisions set forth in Article V of the Employment Agreement; (ii) engaged in any conduct contrary to the terms set forth in Paragraph 10 or Paragraph 11 (and its subparts) of this Agreement; (iii) directly or indirectly used, misappropriated or disclosed, for his own benefit or the benefit of any third party, any Confidential Information or any other Company Property. The Parties acknowledge and agree that the representations and warranties by Pargac set forth in this Paragraph 14(c) are material and serve as an inducement to the Company to enter into this Agreement. (d) Pargac acknowledges and agrees that the last day of his employment shall be the Separation Date and that his employment ended on the Separation Date. Pargac acknowledges and agrees that his employment relationship with IMXI terminated on the Separation Date. (e) Pargac acknowledges, understands and agrees that he hereby resigns effective as of the Separation Date from all positions and roles that he held with the Company and/or any of the other Corporate Entities, including any board positions, committee positions, and/or officer positions. Pargac acknowledges, understands and agrees that his resignation from all positions 10
Page 70
and roles that he held with the Company and/or any of the other Corporate Entities was effective as of the Separation Date. 15. Construction of Agreement: The provisions of this Agreement have been negotiated jointly and there shall be no presumption of construction against either Party. If a court of competent jurisdiction declares that any provision or term of this Agreement is void or invalid, only the specific term, condition, clause, or provision that is determined to be void or invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect. Provided, however, if a court determines that any of the terms set forth in Paragraph 10 or Paragraph 11 (or its subparts) of this Agreement cannot be enforced as written, the Parties agree that a court shall enforce the restrictions to such lesser extent as is allowed by law and/or reform the part of the restriction to make it enforceable. The headings in this Agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. 16. Entire Agreement: This Agreement embodies the entire agreement of the Parties hereto relating to the subject matter hereof. No amendment or modification of this Agreement shall be valid or binding upon the Parties unless made in writing and signed by the Parties hereto. Pargac and IMXI acknowledge, understand and agree that any prior agreements (whether written or oral) between or directly involving Pargac, on the one hand, and IMXI, on the other, are superseded by this Agreement and are hereby null and void, except the survival of the Restrictive Covenants contained in the Employment Agreement (other than Section 5.04 thereof). Notwithstanding Pargac’s confidentiality and non-disclosure obligations in this Agreement and otherwise, Pargac understands that under the 2016 Defend Trade Secrets Act (DTSA): (a) no individual will be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret (as defined in the Economic Espionage Act) that: (i) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of reporting or investigating a suspected violation of law, or, (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public, and (b) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document that contains the trade secret under seal, and does not disclose the trade secret, except as permitted by court order. 17. Important Notice: Pargac acknowledges and agrees that he has carefully read this Agreement and that he understands all of its terms including the full and final release of claims set forth above in Paragraph 3 hereof. Pargac acknowledges, agrees and understands that he is releasing all claims of discrimination relating to his age, including, without limitation, claims under ADEA and 11
Page 71
OWBPA. Pargac further acknowledges and agrees: (a) that he has, voluntarily and without duress or coercion, entered into this Agreement; (b) that he has not relied upon any representation or statement, written or oral, not set forth in this Agreement; (c) that the only consideration for signing this Agreement is set forth herein; (d) that the consideration received for executing this Agreement is good and sufficient consideration, greater than that to which Pargac may otherwise be entitled; (e) that he has had the opportunity to consult with, and has consulted with, an attorney before signing this Agreement; (f) that he has been given a reasonable opportunity to review and ask questions about this Agreement before signing this Agreement; (g) that he has not been asked by IMXI to shorten his time-period for consideration of whether to sign this Agreement; (h) that IMXI has not threatened to withdraw or alter the benefits due to Pargac prior to the expiration of the twenty-one (21) day consideration period; and (10) that IMXI has not provided different terms to Pargac because he decided to sign this Agreement, prior to the expiration of the twenty-one (21) day consideration period. This Agreement must be delivered to Andras Bende, CFO, IMXI, 9100 South Dadeland Boulevard, Miami, Florida 33156, abende@intermexusa.com, no later than 5:00 p.m. Eastern Standard Time on August 15, 2025. In addition, Pargac acknowledges, agrees and understands that he has been given at least twenty-one (21) calendar days to review and consider the Agreement and that if he signs this Agreement before twenty-one (21) calendar days have passed, he does so of his own free choice. Pargac and the Company further understand, agree and acknowledge that any changes made to this Agreement, whether material or immaterial, do not restart the twenty-one (21) calendar day consideration period. Further, Pargac acknowledges, agrees and understands that he has a period of seven (7) calendar days, beginning on the day in which he signs this Agreement (the “Revocation Period”), during which he may revoke this Agreement by submitting a written statement to that effect to Andras Bende, CFO, IMXI, 9100 South Dadeland Boulevard, Suite 1100, Miami, Florida 33156, abende@intermexusa.com. Pargac acknowledges, understands and agrees that to be effective, this written revocation must be delivered to Mr. Bende before the 8 calendar day following the date on which he signs this Agreement. Pargac acknowledges, understands and agrees that this Agreement will become effective and binding immediately upon the 8 calendar day following the date Pargac signs the Agreement (the “Effective Date”), provided he does not revoke it within the Revocation Period. Pargac acknowledges, understands and agrees that the Company’s obligation to provide the Consideration set forth in Paragraph 2, as well as IMXI’s remaining obligations under this Agreement are contingent upon him signing this Agreement in wet ink, returning the Agreement to the Company and the expiration of the Revocation Period without Pargac revoking the Agreement. Pargac acknowledges, understands and agrees that should he revoke this Agreement within the Revocation Period he will not be eligible for or entitled to any of the benefits under this Agreement, including, but not limited to, the Separation Amount or any other benefits under this Agreement. PARGAC ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO CONSULT AN ATTORNEY, HAS th th 12
Page 72
CONSULTED AN ATTORNEY, AND FULLY UNDERSTANDS THAT BY SIGNING BELOW PARGAC IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO SUE OR ASSERT A CLAIM AGAINST ANY OF THE RELEASEES, AS DESCRIBED IN PARAGRAPH 3 OF THIS AGREEMENT AND THE OTHER PROVISIONS HEREOF. PARGAC ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED, COERCED, SUBJECTED TO DURESS OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS AGREEMENT, AND HE AGREES TO ALL OF ITS TERMS VOLUNTARILY. PARGAC ACKNOWLEDGES THAT HE HAS BEEN GIVEN A REASONABLE OPPORTUNITY TO ASK QUESTIONS REGARDING THIS AGREEMENT. IN WITNESS WHEREOF, the individuals set forth below hereby do execute this Confidential Separation Agreement, Release and Covenant Not to Sue. ____________________________ Frank Robert Pargac Date: _______________________ INTERNATIONAL MONEY EXPRESS, INC. By: Name: Title: Date: 13
Page 73
INTERNATIONAL MONEY EXPRESS, INC. A&R 2020 OMNIBUS EQUITY COMPENSATION PLAN RESTRICTED STOCK AWARD AGREEMENT [NON-EMPLOYEE DIRECTOR QUARTERLY FEES FORM] THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated __________________, 20___ (the “Date of Grant”), between International Money Express, Inc., a Delaware corporation (the “Company”) and __________________ (“Grantee”), identifies an award made pursuant and subject to the provisions of the Company’s Amended and Restated 2020 Omnibus Equity Compensation Plan (the “Plan”), a copy of which has been made available to Grantee. All terms used herein that are defined in the Plan have the same meaning given them in the Plan. 1. Award. Subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, the Company hereby grants Grantee ________shares of Stock, subject to the restrictions and conditions set forth in this Agreement, in consideration of the lead director and or committee chair roles provided for the quarter ending on the Date of Grant in accordance with the Company’s non-employee independent director compensation policy. References in this Agreement to “Restricted Shares” shall mean the shares of Stock granted hereby and any cash, securities, rights or property distributed in respect thereof or issued in exchange therefor (which shall be subject to the same restrictions and provisions as such Restricted Shares). By signing below, Grantee accepts the Restricted Shares and agrees to be bound by the terms and conditions hereof and the Plan. 2. Vesting. The shares of Stock subject to this Agreement shall vest on the last day of the calendar quarter that includes the Date of Grant, subject to Grantee’s continued service to the Company through such date. If a Change of Control occurs, the unvested portion of the shares of Stock subject to this Agreement shall become immediately vested upon the consummation of the Change of Control, subject to Grantee’s continued service to the Company through the date of such Change of Control. 3. Forfeiture and Termination of Service. No portion of the Restricted Shares underlying this Agreement shall vest after, and any unvested portion of the Restricted Shares shall be forfeited on, the date on which Grantee ceases to provide any services to the Company or any of its Affiliates, unless Grantee ceases to provide services to the Company or any of its Affiliates due to death or disability. 4. Delivery of Stock. As of the Date of Grant, the shares of Stock were posted to an account in Grantee’s name at Merrill Lynch. Delivery of shares of Stock under this Agreement are intended to comply with all applicable laws (including, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar entity. The Company shall cause the Restricted Shares to either (i) be issued and a stock certificate or certificates representing the Restricted Shares to be registered in Grantee’s name, or (ii) held in book entry form promptly upon acknowledgement and acceptance of this Agreement. If a stock certificate is issued, it shall be delivered to and held in custody by the Company until the applicable restrictions lapse at the times specified above, or such Restricted Shares is forfeited. 5. Rights as Stockholder. Grantee shall have the right to vote unvested shares of Stock awarded hereunder. Dividends shall accrue on unvested shares of Stock awarded hereunder and such dividends will be paid to Grantee upon the vesting of such shares of Stock. 6. Transferability. The shares of Stock subject to this Agreement may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered before they vest in accordance with Section 3. After the shares of Stock granted hereunder vest in accordance with Section 2, no sale or disposition of such shares shall be made in the absence of an effective registration statement under the Securities Act with respect to such shares
Page 74
unless an opinion of counsel satisfactory to the Company that such sale or disposition will not constitute a violation of the Securities Act or any other applicable securities laws is first obtained. 7. Change in Capital Structure. The terms of this Agreement, including the number of shares of Stock subject to this Stock award shall be adjusted as the Board determines is equitably required in the event the Company effects one or more stock dividends, stock splits, subdivisions or consolidations of shares or other similar changes in capitalization. 8. Tax Liability and Withholding. Grantee understands that when the Restricted Shares are vested, Grantee will be obligated to recognize income for Federal, state and local income tax purposes, as applicable, in an amount equal to the Fair Market Value of the Restricted Shares granted hereunder and Grantee is responsible for all tax obligations that arise in connection with such Restricted Shares. 9. Conflicts. In the event of any conflict between the provisions of the Plan as in effect on the Date of Grant and the provisions of this Agreement, the provisions of the Plan shall govern. All references herein to the Plan mean the Plan as in effect on the date hereof. 10. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature. 11. Grantee Bound by Plan. Grantee hereby acknowledges that a copy of the Plan has been made available to him or her and agrees to be bound by all the terms and provisions thereof. The terms and conditions of the Plan are incorporated into this Agreement by reference to the extent applicable. 12. Binding Effect. Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the successors of Grantee and any transferee of Grantee in accordance with Section 6 and the successors of the Company. 13. Governing Law. This Agreement shall be governed by the laws of the State of Delaware. 14. Acceptance. Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. Grantee has read and understands the terms and provisions thereof, and accepts the Restricted Shares subject to all of the terms and conditions of the Plan and this Agreement. Grantee acknowledges that there may be adverse tax consequences upon grant or vesting of the Restricted Shares and that Grantee should consult a tax advisor prior to such vesting. [Signatures appear on following page]
Page 75
IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Agreement, and Grantee has placed his or her signature hereon, effective as of the Date of Grant. INTERNATIONAL MONEY EXPRESS, INC. By: ____________________________________ Name:_________ Title:_____________ I hereby accept this Grant and I agree to be bound by the terms of the Plan and this Grant. I further agree that all of the decisions and interpretations of the Company with respect thereto shall be final and binding. ACCEPTED AND AGREED TO: By:________________________ Date:________________________
Page 76
Participant Agreement Dear [employee name]: Congratulations! As a key member of the Company’s management team, you have been selected to potentially receive a retention bonus (subject to the terms and conditions of the Retention Bonus Program of International Money Express, Inc. (the “Company”), a copy of which is attached hereto (without exhibits thereto) (the “Retention Program”) in the amount of: $XXX,000 (the “Retention Bonus”), payable as set forth in the Retention Program and as briefly described below, subject in all cases to the specific terms of the Retention Program and this award agreement (the “Award Agreement”), subject to and contingent upon the Effective Date occurring. Capitalized terms used in this Award Agreement and not otherwise defined have the meaning ascribed to the terms in the Retention Program. As you may know, the Company anticipates entering into a merger agreement, which contemplates that the Company and its subsidiaries will become subsidiaries of Western Union (NYSE: WU). You are eligible to participate in this Retention Program in recognition of, and in consideration of, your continued efforts to support the Company pending and following completion of the merger, and the Retention Bonus is intended to incentivize you to continue to remain employed with and support the Company through the sale and in the post-merger transition period. Payment Date* Retention Payment Amount Merger Closing Date 50% of the Retention Bonus Six Month Anniversary of the Closing Date 50% of the Retention Bonus *In the event the Closing does not occur by the eighteen (18) month anniversary of the execution of the Merger Agreement, or upon certain terminations of employment, you will receive the Retention Bonus if all of the requirements in the Retention Program are met. In order to receive the Retention Bonus, you must execute and return this Award Agreement to Andras Bende at abende@intermexusa.com or via Docusign by no later than [___________, 2025]. By signing this Award Agreement, you agree that (i) effective as of immediately prior to the Closing, your existing employment agreement with the Company or any of its subsidiaries (the “Employment Agreement”) shall be deemed terminated and cancelled, other than with respect to Section 5 thereof; (ii) in the event that you become entitled to receive any portion of the Retention Bonus hereunder as a result of your termination of employment pursuant to Section 1(a)(iv) of the Retention Program, you hereby forfeit your right to receive any severance payments or benefits with respect to such termination of employment under any plan, program, policy, practice or arrangement of any Covered Party, including any severance program maintained by Parent, other than the applicable portion of the Retention Bonus; and (iii) from the Effective Date until the earlier of the Closing and the termination of the Merger Agreement, you hereby waive your right
Page 77
to claim that the termination of your Employment Agreement would constitute “good reason” under your Employment Agreement. If you have any questions regarding the Retention Program or this Award Agreement, do not hesitate to contact Andras Bende at abende@intermexusa.com. We look forward to your continued support of the Company! Sincerely, International Money Express, Inc. By: Name: Andras Bende Title: Chief Financial Officer ACKNOWLEDGED AND AGREED TO BY: Date: 2
Page 78
Retention Bonus Program Effective as of, and contingent upon, the execution of (the date of such execution, the “Effective Date”) the Agreement and Plan of Merger between International Money Express, Inc. (the “Company”), Western Union (“Parent”) and the other parties named therein, (the “Merger Agreement”), the Compensation Committee of the Board of Directors (the “Committee”) of the Company has adopted this retention bonus program (the “Retention Program”) to encourage key members of the management team of the Company and its subsidiaries to remain employed with, and contribute to the success of, the Company and (following the merger contemplated by the Merger Agreement (the “Merger”)) Parent and their respective subsidiaries (each a “Covered Party”) through the consummation of the Merger (the “Closing” and such date, the “Closing Date”) and for a period of time thereafter. The terms of this Retention Program are as follows: 1. Retention Arrangement. (a)Retention Bonus. Subject to the terms of this Retention Program, including without limitation the conditions set forth in Section 1(b) below: (i) Each of the individuals set forth in the attached Exhibit A (each, a “Participant”) is eligible to receive a retention bonus in an aggregate amount set forth in the attached Exhibit A next to such Participant’s name (the aggregate bonus amount, the “Retention Bonus” and each installment thereof, a “Retention Payment”), less any applicable withholding and deductions, subject to such individual’s timely execution and return of the award agreement evidencing an award under this Plan (the “Award Agreement”). (ii) The Retention Bonus shall be payable as follows: (a) 50% of the Retention Bonus is payable on, or as soon as reasonably practicable following, the Closing Date (and in no event later than thirty (30) days thereafter); and (b) 50% of the Retention Bonus is payable on, or as soon as reasonably practicable following, the six (6) month anniversary of the Closing Date (and in no event later than the next payroll date thereafter) (the “Second Payment Date”). (iii)Notwithstanding clause (ii) to the contrary, if the Closing does not occur on or prior to the eighteen (18) month anniversary of the Effective Date, then the Retention Bonus shall be paid by the Company to each Participant who remains continuously employed with the Company through such date in a lump sum on the eighteen (18) month anniversary of the Effective Date (the “18-Month Payment Date”). (iv)Notwithstanding clause (i), (ii) or (iii) to the contrary, in the event of a termination of the Participant’s employment with a Covered Party (A) by the applicable Covered Party without Cause (as defined below), (B) by the Participant for Good Reason (as defined
Page 79
below), or (C) due to the Participant’s death or Disability (as defined below), in each case after the Effective Date, but prior to the earlier of the Second Payment Date and the 18-Month Payment Date, then, subject to the Participant (or the Participant’s estate, as applicable) timely executing and not revoking a release of claims in favor of the Covered Parties in a form reasonably acceptable to Parent, the Participant (or the Participant’s estate, as applicable) shall receive a payment of the remaining Retention Bonus (that is, the Retention Bonus reduced by any previously delivered Retention Payment) within thirty (30) days following such termination date. (v)Each date on which a Retention Payment is payable is referred to herein as a “Payment Date.” (b) Eligibility Requirements. (i) Except as otherwise provided herein, in order for a Participant to receive a Retention Bonus (or any portion thereof), the Participant must (x) have timely executed and returned an Award Agreement, and (y) be employed with a Covered Party on the applicable Payment Date or the Participant’s employment with a Covered Party must have terminated following the Effective Date but prior to (or on) the applicable Payment Date for a reason described in Section 1(a)(iv) above. (ii)If, prior to a Payment Date, the Participant’s employment with a Covered Party terminates for any reason other than as set forth in Section 1(a)(iv) above, the obligation to pay any remaining unpaid Retention Bonus will immediately terminate. (iii)For the purpose of this Retention Program, “Cause” as applied to any Participant shall mean the Participant’s (A) willful failure to perform the job duties that the Participant is required to perform as an employee of a Covered Employee (other than a failure resulting from the Executive’s mental or physical disability); (B) the commission of, or plea of guilty or no contest to, a felony (or the equivalent thereof in a jurisdiction other than the United States) or a crime involving moral turpitude, dishonesty, theft, unethical business conduct or conduct that significantly impairs the reputation of a Covered Party; (C) conduct that results in or is reasonably likely to result in harm to the reputation or business of a Covered Party; (D) gross negligence, malfeasance or willful misconduct with respect to a Covered Party (either by an act of commission or omission) that is significantly injurious to the financial condition or business reputation of a Covered Party; (E) material violation of any of the written policies of a Covered Party or breach of any restrictive covenant obligations of the Participant with respect to any Covered Party; or (F) material violation of state or federal securities laws. (iv)For the purpose of this Retention Program, “Good Reason” as applied to any Participant shall mean: (i) any reduction in the Participant’s base salary as in effect on the Effective Date; (ii) a material reduction in Participant’s employee benefits, other than (A) a change which results from an amendment or alteration of benefit plans in which the Participant is eligible to participate as of the Effective Date that affects salaried employees of the Covered Parties participating in such benefit plans generally or (B) any such reduction if, following such reduction, Participant receives substantially the same employee benefits provided to similarly- situated employees of the Covered Parties; or (iii) the Participant’s requirement to work at a
Page 80
location away from the county in which the Participant primarily provides services as of the Effective Date. Participants must provide the Covered Parties with written notice of the applicable event that constitutes the basis for Good Reason within ten (10) days of such event. Such notice shall specifically identify such claimed breach and shall inform the Covered Parties what must be done to cure such breach. If the Covered Parties fail to cure such basis for Good Reason within thirty (30) calendar days after receipt of such notice (the “Good Reason Cure Period”), the Participant shall be entitled at the end of the Good Reason Cure Period to terminate his or her employment for Good Reason, whereupon the Participant shall provide written notice of such termination to the Covered Parties. Notwithstanding the foregoing, if such breach is cured within such 30-day Good Reason Cure Period, or if the Participant does not terminate the Participant’s employment with the Covered Parties within ten (10) days after the end of the Good Reason Cure Period, any termination of employment by the Participant shall not be deemed to be a resignation for Good Reason for purposes of this Retention Program. Notwithstanding the foregoing, the following shall not constitute Good Reason for purposes of this Retention Program: (A) the transactions contemplated by the Merger Agreement, (B) the Company or any of its subsidiaries becoming a subsidiary of any other entity, including Parent, or (C) changes resulting from a Participant’s acceptance in writing of new employment terms and conditions or compensation or benefits in connection with the Merger. (v)For the purpose of this Retention Program, “Disability” means the Participant has become “disabled” within the meaning of Section 409A(a)(2)(C)(i) or (ii) of the Internal Revenue Code of 1986, as amended. 2. Taxes. The Company may withhold from any benefits payable under this Retention Program any taxes that the Company reasonably determines to be required pursuant to any law, regulation, or ruling, and, in such case, the Company agrees to timely remit the amount withheld to the applicable governmental authority. However, it is the Participant’s obligation to pay all taxes required to be paid by the Participant on any amounts provided under this Retention Program, regardless of whether withholding is required. 3. 409A Compliance. This Retention Program and the Award Agreements issued hereunder are intended to be exempt from, or in the alternative comply with, Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and its corresponding regulations, and payments may only be made under this Retention Program upon an event and in a manner permitted by Section 409A, to the extent applicable. Payments under this Retention Program are intended to be exempt from Section 409A under the “short-term deferral” exception, to the maximum extent applicable (and shall be made during the short-term deferral period to the extent earned in accordance with the terms of this Retention Program). Each payment under this Retention Program shall be treated as a separate payment for purposes of Section 409A. Notwithstanding anything in this Retention Program to the contrary, if required by Section 409A, if the Participant is considered a “specified employee” for purposes of Section 409A and if payment of any amounts under this Retention Program is required to be delayed for a period of 6 months after the Participant’s separation from service pursuant to Section 409A, payment of such amounts shall be delayed as required by Section 409A, and the accumulated amounts shall be paid in a lump sum payment (without interest) within 10 days after the end of the 6-month period. If the Participant dies during the postponement period prior to the payment of any delayed amounts, the amounts withheld on account of Section 409A shall be paid to the personal
Page 81
representative of the Participant’s estate within 60 days after the date of the Participant’s death (or within 10 days after the end of the 6-month delay period if earlier). Notwithstanding the foregoing or anything contained in this Retention Program to the contrary, in the event that the 60 day period for a release of claims to be executed, delivered and become effective (regardless of when the release of claims becomes effective) overlaps two calendar years, then to the extent required by Section 409A, if the Retention Bonus would have been paid in such first calendar year it instead shall be withheld and paid in such second calendar year (and during the applicable 60 day period following the occurrence of the event giving rise to the Retention Bonus). Notwithstanding the foregoing or anything contained in this Retention Program to the contrary, in no event shall the Company or any of its subsidiaries or affiliates have any liability or obligation to the Participant or to any other person or entity in the event that this Retention Program, or the payment of any amount under this Retention Program, does not comply with, or is not exempt from, Section 409A. 4. Governing Law. All matters arising out of, or relating to, this Retention Program and any Award Agreement, including but not limited to its validity, interpretation, construction, performance and enforcement shall be governed by the laws of the State of Florida, determined without regard to its conflicts of law principles. Except as prohibited by law, any party bringing a legal action or proceeding against any other party arising out of or relating to this Retention Program and any Award Agreement hereunder may only bring the legal action or proceeding in the state or U.S. federal courts located in Miami Florida, and no other venue. 5. Miscellaneous. (a)Entire Agreement. This Retention Program and any Award Agreement delivered hereunder with a Participant is intended to set forth the entire understanding of the Company and its subsidiaries regarding the payment of the Retention Bonus to any Participant, and supersedes all prior agreements and communications, whether oral or written, between you and the Company or its subsidiaries with respect thereto. The Company acknowledges that the grant of a Retention Bonus under this Retention Program does not alter that a Participant will remain eligible for all other compensation, bonuses and employee benefits of any kind for which all of its employees in similar roles are eligible or for which you and the Company might have separately agreed in writing except as set forth in the Award Agreement with respect to severance. (b)Modification; Nonexclusive Remedies. This Retention Program may not be modified other than by action of the Committee with the written consent of Parent, and no action of the Committee may reduce amounts payable to a Participant under Exhibit A in respect of which a Participant has timely executed and returned an Award Agreement, or otherwise adversely affect the rights of the Participant thereunder, without the written consent of the Participant. (c)Waiver. Except as provided herein, the waiver by any party of another party’s prompt and complete performance, or breach or violation, of any provision of this Retention Program shall not operate nor be construed as a waiver of any subsequent breach or violation, and the failure by any party hereto to exercise any right or remedy which it may possess hereunder shall not operate nor be construed as a bar to the exercise of such right or remedy by
Page 82
such party upon the occurrence of any subsequent breach or violation. No waiver will be effective unless it is expressly set forth in a written instrument executed by the waiving party and any such waiver will have no effect except in the specific instance in which it is given. (d)No Employment Contract; No Rights if Merger Agreement is Not Executed. THIS RETENTION PROGRAM AND ANY AWARD LETTER DELIVERED HEREUNDER DOES NOT CONSTITUTE A CONTRACT OF EMPLOYMENT WITH ANY PARTICIPANT AND WILL NOT CHANGE ANY PARTICIPANT’S EMPLOYMENT WITH THE COMPANY OR ANY COVERED PARTY AS AT WILL, IF APPLICABLE, AND DOES NOT IMPLY THAT A PARTICIPANT’S EMPLOYMENT WILL CONTINUE FOR ANY PERIOD OF TIME. IF THE MERGER AGREEMENT IS NOT EXECUTED, THIS RETENTION PROGRAM SHALL NOT BE EFFECTIVE AND NO INDIVIDUAL WILL BE A PARTICIPANT HEREUNDER OR HAVE A RIGHT TO THE CONSIDERATION DESCRIBED IN SECTION 1.
Page 83
Exhibit 31.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER I, Robert Lisy, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of International Money Express, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: November 10, 2025 By: /s/ Robert Lisy Name: Robert Lisy Title: Chief Executive Officer and President (Principal Executive Officer)
Page 84
Exhibit 31.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER I, Andras Bende, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of International Money Express, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: November 10, 2025 By: /s/ Andras Bende Name: Andras Bende Title: Chief Financial Officer (Principal Financial Officer)
Page 85
Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Robert Lisy, Chief Executive Officer and President of International Money Express, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, that, to my knowledge: 1. the Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: November 10, 2025 By: /s/ Robert Lisy Name Robert Lisy Title: Chief Executive Officer and President (Principal Executive Officer)
Page 86
Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Andras Bende, Chief Financial Officer of International Money Express, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, that, to my knowledge: 1. the Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: November 10, 2025 By: /s/ Andras Bende Name: Andras Bende Title: Chief Financial Officer (Principal Financial Officer)