On July 30, 2025, CoreCard Corporation (“CoreCard”) entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), with Euronet Worldwide, Inc. (“Euronet”) and Genesis Merger Sub Inc., a wholly owned subsidiary of Euronet (“Merger Sub”), providing for the merger of Merger Sub with and into CoreCard (the “Merger”), and for CoreCard to be the surviving corporation in the Merger. Upon completion of the Merger, CoreCard would be a wholly owned subsidiary of Euronet.

On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Common Stock, par value $0.01 per share, of CoreCard (“CoreCard Common Stock”) that is issued and outstanding immediately prior to the Effective Time (other than shares of CoreCard Common Stock owned by CoreCard, Euronet or any of their respective wholly owned subsidiaries) will be automatically cancelled and cease to exist and will be converted into the right to receive a number of shares of common stock, par value $0.02 per share, of Euronet (“Euronet Common Stock,” and such number of shares of Euronet Common Stock, the “Per Share Merger Consideration”) equal to an exchange ratio (the “Exchange Ratio”), which will depend on the volume weighted average price per share of Euronet Common Stock on the Nasdaq Global Stock Market (the “Nasdaq”) for the 15 consecutive trading days ending on and including the second full trading day prior to the Effective Time (the “Euronet Stock Price”). If the Euronet Stock Price is greater than $95.4798 but less than $107.7997, the Exchange Ratio will be the quotient obtained by dividing $30.00 by the Euronet Stock Price, rounded to four decimal places; if the Euronet Stock Price is greater than or equal to $107.7997, the Exchange Ratio will be 0.2783; and if the Euronet Stock Price is equal to or less than $95.4798, the Exchange Ratio will be 0.3142. Accordingly, if the Euronet Stock Price were between $95.4798 and $107.7997, the implied value of the Per Share Merger Consideration would be $30.00; if the Euronet Stock Price were greater than $107.7997, the implied value of the Per Share Merger Consideration would be greater than $30.00; and if the Euronet Stock Price were less than $95.4798, the implied value of the Per Share Merger Consideration would be less than $30.00. The Euronet Stock Price and the actual value of the Per Share Merger Consideration will depend on the trading price of Euronet Common Stock, which is subject to fluctuation, including during the period until the Effective Time. For illustrative purposes only, the following table presents the Exchange Ratio and the implied value of the Per Share Merger Consideration based on different values for the Euronet Stock Price:

Shares of CoreCard Common Stock are listed on the New York Stock Exchange (the “NYSE”) under the symbol “CCRD.” Shares of Euronet Common Stock are listed on Nasdaq under the symbol “EEFT.” We encourage you to obtain current market quotations for both CoreCard Common Stock and Euronet Common Stock.

In connection with the proposed Merger, CoreCard will hold a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the holders of CoreCard Common Stock will be asked to vote on (i) a proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”), (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to CoreCard’s named executive officers that is based on or otherwise relates to the Merger (the “Advisory Compensation Proposal”) and (iii) a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to permit solicitation of additional votes or proxies if there are not sufficient votes to approve the Merger Agreement Proposal (the “Adjournment Proposal”). Approval of the Merger Agreement Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of CoreCard Common Stock entitled to vote thereon, and approval of the Advisory Compensation Proposal and Adjournment Proposal requires, in each case, the affirmative vote of the holders of a majority of the votes cast affirmatively and negatively on the applicable proposal, assuming a quorum is present. The Special Meeting will be held at CoreCard’s principal executive offices located at One Meca Way, Norcross, Georgia 30093, on October 28, 2025, at 9:30 a.m. Eastern Time. The board of directors of CoreCard unanimously recommends that stockholders of CoreCard vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Advisory Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

Your vote is very important. The obligations of CoreCard and Euronet to complete the Merger are subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including approval of the Merger Agreement Proposal by the stockholders of CoreCard. We cannot complete the Merger unless the stockholders of CoreCard vote to approve the Merger Agreement Proposal.

This proxy statement/prospectus contains or references detailed information about CoreCard, Euronet, the Special Meeting, the Merger, the Merger Agreement and the business to be considered by the stockholders of CoreCard at the Special Meeting. Please carefully read this entire proxy statement/prospectus, including the section entitled “Risk Factors” beginning on page 22 of this proxy statement/prospectus for a discussion of the risks relating to the Merger. You also can obtain information about Euronet and CoreCard from documents that they have filed with the Securities and Exchange Commission.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Merger or determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated September 26, 2025 and is first being mailed to stockholders of CoreCard on or about September 26, 2025.

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of CoreCard Corporation (“CoreCard”), which will be held at CoreCard’s principal executive offices located at One Meca Way, Norcross, Georgia 30093 on October 28, 2025, at 9:30 a.m. Eastern Time. The record date for the Special Meeting is September 18, 2025 (the “Record Date”). Only holders of record of common stock, par value $0.01 per share, of CoreCard (“CoreCard Common Stock”) on the Record Date are entitled to receive notice of, and to vote at, the Special Meeting.

At the Special Meeting, we plan to ask you to vote on:

The accompanying proxy statement/prospectus describes the proposals listed above in more detail. You should carefully read and consider the accompanying proxy statement/prospectus in its entirety, including the annexes to the proxy statement/prospectus, and the documents incorporated by reference in the proxy statement/prospectus, as they contain important information about, among other things, the Merger and how it affects you.

The board of directors of CoreCard (the “CoreCard Board”) has unanimously (a) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger (b) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of CoreCard and its stockholders, (c) resolved to recommend adoption of the Merger Agreement by the stockholders entitled to vote thereon and (d) directed that the Merger Agreement be submitted to stockholders of CoreCard for adoption at a meeting of stockholders of CoreCard to be held to consider the adoption of the Merger Agreement. The CoreCard Board recommends that stockholders of CoreCard vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Advisory Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

You will be able to attend the Special Meeting in person at CoreCard’s principal executive offices located at One Meca Way, Norcross, Georgia 30093 by following the instructions on your proxy card or on the instructions that accompanied your proxy materials. Refer to the section entitled “Questions and Answers” beginning on page 1 of the accompanying proxy statement/prospectus for additional information on how to participate in the Special Meeting.

Your vote is very important, regardless of the number of shares that you own. The Merger cannot be completed unless CoreCard Stockholders adopt the Merger Agreement.

Please vote as promptly as possible, whether or not you expect to attend the Special Meeting in person. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction form furnished by the bank, broker or other nominee. If you hold shares in your own name, please submit a proxy to have your shares voted as promptly as possible by (i) logging onto the website shown on your proxy card and following the instructions to vote online, (ii) dialing the toll-free number shown on your proxy card and following the instructions to vote by telephone or (iii) completing, dating, signing and returning the enclosed proxy card in the postage-prepaid envelope provided, so that your shares may be represented and voted at the Special Meeting if you later decide not to attend or become unable to attend. Submitting a proxy will also help to secure a quorum and avoid added solicitation costs. Submitting a proxy will not prevent you from voting in person by ballot at the Special Meeting; any stockholder who is present at the Special Meeting may vote in person, thereby revoking any previously submitted proxy. In addition, a proxy may also be revoked in writing before the Special Meeting in the manner described in the accompanying proxy statement/prospectus.

If you have questions about the matters to be voted on at the Special Meeting, would like additional copies of the accompanying proxy statement/prospectus or need help voting your shares of CoreCard Common Stock, please contact CoreCard’s proxy solicitor:

This proxy statement/prospectus incorporates by reference important business and financial information about Euronet Worldwide, Inc. (“Euronet”) and CoreCard Corporation (“CoreCard”) from other documents that is not included in or delivered with this proxy statement/prospectus, as permitted by the rules of the Securities and Exchange Commission (the “SEC”). For a listing of the documents incorporated by reference into this proxy statement/prospectus, see the section entitled “Where You Can Find More Information” beginning on page 114 of this proxy statement/prospectus.

Copies of any of the documents incorporated by reference herein, excluding exhibits to those documents unless specifically incorporated by reference herein, are available without charge to stockholders of CoreCard (“CoreCard Stockholders”) upon written or oral request. To receive a copy of any such documents, please contact Euronet, CoreCard or CoreCard’s proxy solicitor at the following addresses and telephone numbers:

If you would like to request any of the documents that are incorporated by reference into this proxy statement/prospectus, please do so by October 21, 2025, which is five business days prior to the date of the special meeting of CoreCard Stockholders (the “Special Meeting”), in order to receive them before the meeting.

You may also obtain any of the documents incorporated by reference into this proxy statement/prospectus without charge through the SEC’s website at www.sec.gov. In addition, you may obtain copies of documents filed by Euronet with the SEC by accessing Euronet’s website at https://ir.euronetworldwide/financial-information/SEC-filings and documents filed by CoreCard with the SEC by accessing CoreCard’s website at https://investors.corecard.com/#governance. Euronet and CoreCard are not incorporating the contents of the websites of the SEC, Euronet or CoreCard into this proxy statement/prospectus. Euronet and CoreCard are providing the information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus at these websites only for your convenience.

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Euronet, constitutes a prospectus of Euronet under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock, par value $0.02 per share, of Euronet (“Euronet Common Stock”) to be issued to CoreCard Stockholders in connection with the Agreement and Plan of Merger, dated July 30, 2025 (as it may be amended from time to time, the “Merger Agreement”), among CoreCard, Euronet and Genesis Merger Sub Inc., a wholly owned subsidiary of Euronet (“Merger Sub”), providing for the merger of Merger Sub with and into CoreCard (the “Merger”). This proxy statement/prospectus also constitutes a proxy statement of CoreCard under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the Special Meeting.

Information contained in this proxy statement/prospectus regarding Euronet has been provided by Euronet, and information contained in this proxy statement/prospectus regarding CoreCard has been provided by CoreCard. Euronet and CoreCard have both contributed to the information related to the Merger contained in this proxy statement/prospectus.

Euronet and CoreCard have not authorized anyone to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated September 26, 2025, and you should assume that the information contained in this proxy statement/prospectus is accurate only as of such date unless the information specifically indicates that another date applies. You should also assume that the information incorporated by reference into this proxy statement/prospectus is accurate only as of the date of the incorporated document unless the information specifically indicates that another date applies. Neither the mailing of this proxy statement/prospectus to CoreCard Stockholders nor the issuance by Euronet of shares of Euronet Common Stock in connection with the Merger will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

The following are some questions that you, as a CoreCard Stockholder, may have regarding the Merger, the issuance of shares of Euronet Common Stock to CoreCard Stockholders in connection with the Merger and the matters being considered at the Special Meeting, accompanied by the answers to those questions. Euronet and CoreCard urge you to carefully read the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Merger, the issuance of shares of Euronet Common Stock in connection with the Merger and the matters being considered at the Special Meeting. Additional important information is contained in the annexes to, and the documents incorporated by reference in, this proxy statement/prospectus.

Euronet Common Stock is listed on the Nasdaq under the symbol “EEFT,” and CoreCard Common Stock is listed on the NYSE under the symbol “CCRD.”

The following table sets forth the last sales price per share of Euronet Common Stock as reported on the Nasdaq, and per share of CoreCard Common Stock as reported on the NYSE on July 30, 2025, the trading day before the public announcement of the execution of the Merger Agreement, and on September 25, 2025, the last trading day before the date of this proxy statement/prospectus. The table also shows the number of shares of Euronet Common Stock to be received for each share of CoreCard Common Stock and the implied value per share of CoreCard Common Stock calculated based on the price of Euronet Common Stock, in each case as of the same two dates.

The market prices of Euronet Common Stock and CoreCard Common Stock have fluctuated since the date of the announcement of the execution of the Merger Agreement and will continue to fluctuate prior to the completion of the Merger and, in the case of Euronet Common Stock thereafter. No assurance can be given concerning the market prices of Euronet Common Stock or CoreCard Common Stock before completion of the Merger or of Euronet Common Stock after completion of the Merger. Accordingly, these comparisons may not provide meaningful information to stockholders in determining how to vote with respect to the proposals described in this proxy statement/prospectus. Euronet and CoreCard urge you to obtain current market quotations for Euronet Common Stock and CoreCard Common Stock and to review carefully the other information contained in this proxy statement/prospectus. Please see the section entitled “Risk Factors—Risks Related to the Merger—Because the market prices of Euronet Common Stock and CoreCard Common Stock will fluctuate prior to the completion of the Merger, CoreCard Stockholders cannot be sure of the market value of shares of Euronet Common Stock that they will receive in the Merger or the difference between the market value of shares of Euronet Common Stock that they will receive in the Merger and the market value of shares of CoreCard Common Stock immediately prior to the Merger” beginning on page 22 of this proxy statement/prospectus.

The Euronet Board has never declared or paid any dividend in the past.

The CoreCard Board has never declared or paid any dividend in the past. The terms of the Merger Agreement limit CoreCard’s ability to declare or pay dividends prior to the completion of the Merger.

This proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus contain “forward-looking” statements within the meaning of Section 27A of the 1933 Act and Section 21E of the Securities Exchange Act of 1934 and the Securities Litigation Reform Act of 1995, each as amended. You can identify these statements and other forward-looking statements in this document by words such as “may,” “will,” “should,” “can,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future,” “potential,” “intend,” “plan,” “assume,” “believe,” “forecast,” “look,” “build,” “focus,” “create,” “work,” “continue,” “target,” “poised,” “advance,” “drive,” “aim,” “forecast,” “approach,” “seek,” “schedule,” “position,” “pursue,” “progress,” “budget,” “outlook,” “trend,” “guidance,” “commit,” “on track,” “objective,” “goal,” “strategy,” “opportunity,” “ambitions,” “aspire” and similar expressions, and variations or negative of such terms or other variations thereof. Words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements.

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such statements regarding the transactions contemplated by the Merger Agreement; future financial and operating results; benefits and synergies of the Merger; future opportunities for the combined company; the conversion of equity interests contemplated by the Merger Agreement; the issuance of common stock of the Company contemplated by the Merger Agreement; the expected filing by Euronet with the SEC of the Registration Statement and this proxy statement/prospectus; the ability of the parties to complete the Merger considering the various closing conditions and any other statements about future expectations that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of Euronet and CoreCard, that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to, the expected timing and likelihood of completion of the Merger; the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement; the possibility that the CoreCard Stockholders may not approve the Merger; the risk that the parties may not be able to satisfy the conditions to the Merger in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the Merger; the risk that any announcements relating to the Merger could have adverse effects on the market price of Euronet’s Common Stock; the risk that the Merger and its announcement could have an adverse effect on the parties’ business relationships and business generally, including the ability of CoreCard or Euronet to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers, and on their operating results and businesses generally; the risk of unforeseen or unknown liabilities; customer, stockholder, regulatory and other stakeholder approvals and support; the risk of potential litigation relating to the Merger that could be instituted against CoreCard or its directors and/or officers; the risk associated with third party contracts containing material consent, anti-assignment, transfer or other provisions that may be related to the Merger which are not waived or otherwise satisfactorily resolved; the risk of rating agency actions and Euronet’s ability to access short- and long-term debt markets on a timely and affordable basis; the risk of various events that could disrupt operations, including: conditions in world financial markets and general economic conditions; inflation; the war in Ukraine and the related economic sanctions; and military conflicts in the Middle East.

While the list of factors presented here are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Additional factors that may affect future results are contained in (1) Euronet’s filings with the SEC, including Euronet’s most recent Annual Report on Form 10-K, as it may be updated from time to time by quarterly reports on Form 10-Q and current reports on Form 8-K and (2) in CoreCard’s filings with the SEC, including Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in CoreCard’s most recent Annual Report on Form 10-K, as it may be updated from time to time by quarterly reports on Form 10-Q and current reports on Form 8-K, in each case, which are available at the SEC’s website http://www.sec.gov. Euronet regularly posts important information to the investor relations section of its website.

See the section entitled “Where You Can Find More Information” beginning on page 114 of this proxy statement/prospectus for more information about the SEC filings incorporated by reference into this proxy statement/prospectus.

All subsequent written and oral forward-looking statements concerning Euronet, CoreCard, the Merger, the combined company or other matters attributable to Euronet or CoreCard or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither Euronet nor CoreCard undertakes any obligation to publicly update any of the forward-looking statements contained in, or incorporated by reference into, this proxy statement/prospectus to reflect new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made.

In deciding how to vote, you should carefully consider the following risk factors as well as the other information contained in, or and incorporated by reference into, this proxy statement/prospectus, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” References in this section to “Euronet,” the “Company,” “we,” “us” and “our” refer to Euronet Worldwide, Inc.

At the Effective Time, each share of CoreCard Common Stock that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will be automatically cancelled and cease to exist and will be converted into the right to receive a number of shares of Euronet Common Stock equal to (a) if the Euronet Stock Price, is greater than $95.4798 but less than $107.7997, the quotient obtained by dividing $30.00 by the Euronet Stock Price, rounded to four decimal places, or (b) if the Euronet Stock Price is greater than or equal to $107.7997, 0.2783 or (c) if the Euronet Stock Price is equal to or less than $95.4798, 0.3142. The respective market prices of both Euronet Common Stock and CoreCard Common Stock have fluctuated since the date on which the Merger Agreement was signed and will continue to fluctuate. The market price of Euronet Common Stock, when received by CoreCard Stockholders after the Merger is completed, could be greater than, less than or the same as the market price of Euronet Common Stock at the time of the Special Meeting. For that reason, the market price of Euronet Common Stock on the date of the Special Meeting may not be indicative of the value of the shares of Euronet Common Stock that CoreCard Stockholders will receive upon completion of the Merger, and, at the time of the Special Meeting, CoreCard Stockholders will not know, or be able to determine, the number of shares of Euronet Common Stock or the market value of such shares that they will receive in the Merger as compared to the market value of the CoreCard Common Stock immediately prior to the Merger.

The market prices of Euronet Common Stock and CoreCard Common Stock are subject to fluctuations due both to factors affecting market prices for publicly traded equity securities generally and to factors affecting Euronet Common Stock or CoreCard Common Stock or CoreCard Common Stock in particular. Market prices of Euronet Common Stock and CoreCard Common Stock have been volatile at times in the past, and may be volatile in the future. Neither Euronet nor CoreCard is permitted to terminate the Merger Agreement or re-solicit the vote of CoreCard Stockholders solely because of changes in the market price of Euronet Common Stock or CoreCard Common Stock. Stock price changes may result from a variety of factors, including:

Completion of the Merger is subject to a number of conditions set forth in the Merger Agreement. Some of the conditions, such as adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of CoreCard Common Stock entitled to vote thereon and receipt of antitrust regulatory approvals, are beyond Euronet’s and CoreCard’s control, resulting in uncertainty as to the timing of completion of the Merger and as to whether the Merger will be completed at all. The governmental authorities from which the antitrust regulatory approvals are required may impose conditions on the completion of the Merger, require changes to the terms of the Merger Agreement, prevent the completion of the Merger or make the completion of the Merger illegal.

In addition, the Merger Agreement contains certain termination rights for both CoreCard and Euronet that, if exercised, will also result in the Merger not being completed.

As described under “—The Merger is subject to certain antitrust regulatory approvals that, if delayed, not granted or granted with burdensome or unacceptable conditions, could delay, impair or prevent completion of the Merger or result in additional costs or reduce the anticipated benefits of the Merger,” below, the completion of the Merger is subject to the expiration or termination of the applicable waiting period under the HSR Act and any other requisite clearances or approvals under any other applicable requirements of other antitrust laws. Regulatory review under the HSR Act and other applicable antitrust regulations, if any, may result in regulatory authorities imposing conditions on the granting of such approvals. Such conditions and the process of obtaining antitrust regulatory approvals could have the effect of delaying completion of the Merger or of imposing additional costs or limitations on the combined company following the completion of the Merger, and such conditions could result in a closing condition under the Merger Agreement not being satisfied. The antitrust regulatory approvals may not be received at all, may not be received in a timely fashion, or may contain conditions on the completion of the Merger that are unacceptable to Euronet.

Euronet and CoreCard cannot assure you that the various conditions to the Closing will be satisfied or will not result in the abandonment or delay of the Merger. Any delay in completing the Merger could cause Euronet and CoreCard not to realize, or to be delayed in realizing, some or all of the benefits that Euronet and CoreCard expect to achieve if the Merger is completed within the time currently expected. See the section entitled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 92 of this proxy statement/prospectus for more information.

If the Merger is not completed, Euronet’s and CoreCard’s ongoing businesses could be adversely affected, and, without realizing any of the benefits of having completed the Merger, Euronet and CoreCard would be subject to a number of risks, including:

The completion of the Merger was subject to all waiting periods applicable to the consummation of the Merger under the HSR Act (or any extension thereof) having expired or been terminated and all required filings having been made and all required approvals obtained (or waiting periods expired or terminated) under applicable antitrust laws.

With respect to United States antitrust and competition laws, under the HSR Act, the Merger may not be completed until Notification and Report Forms have been filed with the FTC and the DOJ and the applicable waiting period (or any extension thereof) has expired or been terminated. A transaction requiring notification under the HSR Act may not be completed until the expiration of the applicable 30-day waiting period following the parties’ filing of their respective HSR Act notifications or the early termination of that waiting period, at the earliest. Euronet and

CoreCard filed an HSR Notification and Report Form with the FTC and the DOJ on August 25, 2025 and August 22, 2025, respectively. The 30-calendar-day waiting period expired September 24, 2025.

At any time before or after completion of the Merger, notwithstanding the expiration or termination of the applicable waiting period under the HSR Act, the DOJ or the FTC could take such action under antitrust or competition laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or to terminate existing relationships and contractual rights. Under certain circumstances, private parties may also seek to take legal action against the Merger under antitrust or competition laws.

Any one of these requirements, limitations, costs, divestitures or restrictions imposed by antitrust authorities could jeopardize or delay the completion, or reduce the anticipated benefits, of the Merger. There is no assurance that Euronet and CoreCard will obtain all required regulatory consents or approvals on a timely basis, or at all. Failure to obtain the necessary consents and approvals could substantially delay or prevent the completion of the Merger, which could negatively affect both Euronet and CoreCard.

Under the Merger Agreement, CoreCard is required, subject to certain exceptions with respect to unsolicited proposals, not to directly or indirectly solicit competing Acquisition Proposals or to enter into discussions concerning, or provide information in connection with, any unsolicited alternative Acquisition Proposals. In addition, upon termination of the Merger Agreement under certain circumstances, CoreCard may be required to pay Euronet a termination fee of $7.5 million. See the sections entitled “The Merger Agreement—Non-Solicitation Covenant,” “The Merger Agreement—Changes in Board Recommendation,” “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fee Payable by CoreCard” beginning on pages 86, 87, 94 and 95 of this proxy statement/prospectus, respectively. These provisions could discourage a potential acquirer or other strategic transaction partner that might have an interest in acquiring all or a significant portion of CoreCard from considering or pursuing an alternative transaction with CoreCard or proposing such a transaction, even if the potential acquirer or other strategic transaction partner were prepared to pay consideration with a higher per share cash or market value than the per share market value proposed to be received or realized in the Merger. These provisions might also result in a potential acquirer or other strategic transaction partner proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable by CoreCard in certain circumstances. If the Merger Agreement were terminated, and CoreCard were to seek another business combination, CoreCard might not be able to negotiate or complete a transaction on terms comparable to or more attractive than the terms of the Merger Agreement.

The Merger will occur only if the Merger Agreement’s conditions to the Closing are satisfied or waived. Accordingly, there may be uncertainty regarding the completion of the Merger. This uncertainty and the prospect of the Merger itself may cause customers, vendors, suppliers, strategic partners and others that deal with Euronet or CoreCard to delay or defer entering into contracts with Euronet or CoreCard or making other decisions concerning Euronet or CoreCard or to seek changes in or cancellation of existing business relationships with Euronet or CoreCard. Delays or deferrals of contracts or other decisions or changes in or cancellations of existing agreements or relationships could in some individual cases or in the aggregate have an adverse impact on the respective businesses of Euronet and CoreCard, regardless of whether the Merger is ultimately completed. See the section entitled “The Merger Agreement—Conduct of the Business by CoreCard Pending the Merger” and “The Merger Agreement—Conduct of the Business by Euronet Pending the Merger” beginning on pages 82 and 85, respectively, of this proxy statement/prospectus for more information regarding the restrictive covenants to which Euronet and CoreCard are subject.

In addition, under the terms of the Merger Agreement, CoreCard and its subsidiaries are subject to certain restrictions on the conduct of their business prior to the completion of the Merger, including being obligated to use their reasonable best efforts to conduct their business in all material respects in the ordinary course of business and

being limited in their ability in certain cases to pursue certain business opportunities or acquire certain assets, which could delay or otherwise adversely affect CoreCard’s and its subsidiaries’ ability to execute certain of their business strategies or limit their ability to respond to competitive or other developments that arise prior to the completion of the Merger and could negatively affect their business and operations.

Euronet and CoreCard are dependent on the experience and industry knowledge of their respective officers and other key management, technical and professional personnel to execute their business plans. The combined company’s success after the Merger will depend in part upon its ability to retain key management and other key personnel of Euronet and CoreCard. Current and prospective employees of Euronet and CoreCard may experience uncertainty about their roles within the combined company following the Merger or have other concerns regarding the timing and completion of the Merger or the operations of the combined company following the Merger, any of which may have an adverse effect on the ability of Euronet and CoreCard to retain, attract or motivate key management and other key personnel. If Euronet and CoreCard are unable to retain personnel, including key management, who are critical to the future operations of the companies, Euronet and CoreCard could face disruptions in their operations, loss of customers, loss of key information, expertise or know-how and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the Merger or delay the completion of the Merger.

Although one of the conditions to the Closing is there not having occurred any CoreCard Material Adverse Effect or Euronet Material Adverse Effect since the date of the Merger Agreement, some types of changes would not constitute a basis for the parties to refuse to complete the Merger, even if such changes would have a material adverse effect on either of the parties. For example, a worsening of CoreCard’s financial position, results of operations and cash flows due to general economic conditions would not give Euronet the right to refuse to complete the Merger. In such a case, Euronet’s business and financial position, results of operations and cash flows after the Merger might be negatively affected as a result of the Merger.

Euronet and CoreCard have incurred and are expected to continue to incur a number of non-recurring costs associated with negotiating and completing the Merger, combining the operations of the two companies and working to achieve desired synergies, including fees paid to legal, accounting and other advisors, employee retention, severance and benefit costs, filing fees and, potentially, termination fees. These fees and costs have been, and will continue to be, substantial and, in many cases, will be borne by Euronet and CoreCard whether or not the Merger is completed, and could have an adverse effect on Euronet’s financial position, results of operations and cash flows following the completion of the Merger. The elimination of duplicative costs, as well as the realization of other potential efficiencies related to the integration of Euronet’s and CoreCard’s businesses, may not offset transaction-related costs and achieve a net benefit in the near term, or at all.

Appraisal rights are statutory rights that, if applicable under law, enable stockholders of a corporation to dissent from an extraordinary transaction, such as a merger, and to demand that such corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to such stockholders in connection with the extraordinary transaction.

In accordance with Section 14-2-1302 of the Georgia Business Corporation Code, no appraisal or dissenter’s rights will be available for shares of CoreCard Common Stock issued and outstanding immediately prior to the Effective Time. See the section entitled “No Appraisal Rights” beginning on page 111 of this proxy statement/prospectus for more information.

The completion of the Merger may trigger change in control or other provisions in certain agreements to which CoreCard or any of its subsidiaries or joint ventures is a party. If CoreCard, its subsidiaries or its joint ventures, as applicable, are unable to negotiate modifications, consents or waivers of those provisions, following completion of the Merger, the counterparties may exercise their rights and remedies under such agreements, potentially terminate such agreements or seek monetary damages. Even if CoreCard, its subsidiaries or its joint ventures, as applicable, are able to negotiate modifications, consents or waivers, the counterparties may require a fee for such modifications, consents or waivers or seek to renegotiate such agreements on terms less favorable to CoreCard or the applicable subsidiary or joint venture.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition or merger agreements. As of the date of this proxy statement/prospectus, no lawsuit challenging the Merger has been filed on behalf of a purported CoreCard Stockholder. Even if such lawsuits are without merit, defending against, settling or otherwise resolving these claims can result in substantial costs, including costs associated with indemnification of directors and officers, and divert management time and resources. An adverse judgment in any such litigation could result in monetary damages, which could have a negative impact on Euronet’s and CoreCard’s respective liquidity and financial condition. Additionally, if a plaintiff were successful in obtaining an injunction prohibiting completion of the Merger, that injunction could delay or prevent the Merger from being completed, which could adversely affect Euronet’s and CoreCard’s businesses, financial position, results of operations and cash flows, as described above under “—The Merger is subject to conditions, including certain conditions that are beyond Euronet’s and CoreCard’s control and may not be satisfied on a timely basis or at all. Failure to complete the Merger could have material adverse effects on Euronet and CoreCard.”

If the Euronet Stock Price were equal to the closing price of Euronet Common Stock on Nasdaq on September 25, 2025, the last trading day before the date of this proxy statement/prospectus, each share of CoreCard Common Stock would be converted into 0.3142 shares of Euronet Common Stock. At this Exchange Ratio, it is estimated that, immediately after completion of the Merger, Euronet Stockholders as of immediately prior to the Merger would hold approximately 93.9% and CoreCard Stockholders as of immediately prior to the Merger (disregarding any shares of Euronet Common Stock held by CoreCard Stockholders immediately prior to the Merger) would hold approximately 6.1% of the outstanding shares of Euronet Common Stock, each on a fully diluted basis. As a result, Euronet Stockholders and CoreCard Stockholders will have a reduced share of ownership and voting interests, resulting in less influence on the policies of the combined company than they currently have on the policies of Euronet and CoreCard, respectively. In addition, Euronet may from time to time engage in issuances of equity or equity-linked securities, which would result in additional dilution.

The exact equity stake of CoreCard Stockholders in Euronet immediately following the completion of the Merger will depend on the number of shares of Euronet Common Stock and shares of CoreCard Common Stock issued and outstanding immediately prior to the Effective Time. The issuance of these new shares could have the effect of depressing the market price of Euronet Common Stock, through dilution of earnings per share or otherwise. Any dilution of, or delay of any accretion to, Euronet’s earnings per share could cause the price of Euronet Common Stock to decline or to increase at a reduced rate.

In considering the recommendation of the CoreCard Board that CoreCard Stockholders vote in favor of the Merger Agreement Proposal, the Advisory Compensation Proposal and the Adjournment Proposal, CoreCard Stockholders should be aware of the fact that, aside from their interests as CoreCard Stockholders, certain CoreCard directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of CoreCard Stockholders generally. These interests include:

See the section entitled “The Merger—Interests of Certain CoreCard Directors and Executive Officers in the Merger” beginning on page 69 of this proxy statement/prospectus for a more detailed description of the interests of CoreCard’s directors and executive officers. The CoreCard Board was aware of and considered these potential interests, among other matters, in evaluating and negotiating the Merger Agreement, the Merger and the other Merger Agreement Transactions, in approving the Merger and in recommending that CoreCard Stockholders approve the Merger Agreement Proposal.

Certain conditions to the Closing may be waived, in whole or in part, to the extent permitted by applicable law, by agreement of Euronet and CoreCard if the condition is a condition to both parties’ obligation to complete the Merger or by the party for which such condition is a condition of its obligation to complete the Merger. If either party determines to waive any of the conditions to the Closing, such decision may have an adverse effect on Euronet, CoreCard and/or their respective stockholders. For example, if Euronet waives the condition regarding the accuracy (subject to materiality qualifiers in certain cases) of the representations and warranties of CoreCard contained in the Merger Agreement or the condition regarding the absence of a Material Adverse Effect, or if CoreCard waives the condition regarding the accuracy (subject to materiality qualifiers in certain cases) of the representations and warranties of Euronet and Merger Sub contained in the Merger Agreement or the condition regarding the absence of a Euronet Material Adverse Effect, then the value of the Merger Consideration Shares could be materially diminished.

In addition, Euronet and CoreCard can agree to terminate the Merger Agreement even if CoreCard Stockholders have already voted to adopt the Merger Agreement.

Following the Merger, Euronet Stockholders and former CoreCard Stockholders will own interests in a combined company operating an expanded business with more assets and a different mix of liabilities. Euronet’s financial position after the Merger may differ from its financial position before the Merger, and the financial position, results of operations and cash flows of the combined company may be affected by factors that are different from those currently or historically affecting the results of operations of Euronet and those currently or historically affecting the results of operations of CoreCard. Accordingly, the market price and performance of Euronet Common Stock is likely to be different from the performance of Euronet Common Stock or CoreCard Common Stock in the absence of the Merger, which may adversely affect the value of a CoreCard Stockholder’s investment following completion of the Merger, regardless of the combined company’s actual operating performance.

Following the Merger, the market price of Euronet Common Stock may be volatile, and stockholders may not be able to resell their shares of Euronet Common Stock at or above the price at which they acquired their shares pursuant to the Merger Agreement or otherwise due to fluctuations in its market price, including changes in price caused by factors unrelated to Euronet’s performance or prospects.

Specific factors that may have a significant effect on the market price of Euronet Common Stock include:

Also, Euronet Stockholders and CoreCard Stockholders may not wish to continue to invest in the combined company or may wish to reduce their investment in the combined company, including in order to comply with institutional investing guidelines, to increase diversification, to track any rebalancing of stock indices in which Euronet Common Stock is included, to respond to the risk profile of the combined company or to realize a gain. If large amounts of Euronet Common Stock are sold, the price of Euronet Common Stock could decline.

There can be no assurance that Euronet will be able to successfully integrate CoreCard, and the anticipated benefits of the Merger, including the anticipated operational and other synergies between the companies, may not be realized fully or at all or may take longer to realize than expected or may have unanticipated adverse results. Anticipated benefits are based on expectations about the future that are subject to change (such as assumptions about Euronet’s future operational plans which have not yet been developed and which may vary from past experiences operating the same assets or recent experiences operating in the same areas). If Euronet is not able to realize the anticipated benefits expected from the Merger within the anticipated timing or at all, Euronet’s business, financial position, results of operations and cash flows may be adversely affected, Euronet’s earnings per share may be diluted, the accretive effect of the Merger may decrease or be delayed and the market price of Euronet Common Stock may be negatively impacted.

The integration of the two companies will require significant time and focus from management following the Merger and could result in performance shortfalls as a result of the diversion of management’s attention to such integration efforts. Difficulties in integrating CoreCard into Euronet may result in the combined company performing differently than expected, in operational challenges or in the failure to realize anticipated benefits, including anticipated operational and other synergies between the two companies, in whole or in part, on the anticipated timeline or at all. Potential difficulties that may be encountered in the integration process include:

In addition, Euronet’s business may be negatively impacted following the Merger if it is unable to effectively manage the expanded operations of the combined company. Actual growth and any potential cost savings, if achieved, may be lower than what Euronet and CoreCard expect and may take longer to achieve than anticipated. If Euronet and CoreCard are not able to adequately address integration challenges, they may be unable to successfully integrate their operations or realize the anticipated benefits of the integration of the two companies.

Euronet and CoreCard, including their respective subsidiaries, have operated and, until the completion of the Merger, will continue to operate independently. It is possible that the pendency of the Merger, as well as the integration process, could result in the loss of key personnel, the loss of customers, inconsistencies in standards, controls, procedures and policies, unexpected integration issues, higher than expected integration costs, an overall post-completion integration process that takes longer than originally anticipated, as well as the disruption of each company’s ongoing businesses. Any or all of those occurrences could adversely affect the combined company’s operations, including the ability to maintain relationships with customers and employees prior to, or after, the Merger or to achieve the anticipated benefits of the Merger.

As a result of the Merger, the combined company may experience impacts on relationships with customers that may harm the combined company’s business, financial position, results of operations and cash flows. Certain customers may seek to terminate or modify contractual obligations following the Merger, whether or not contractual rights are triggered as a result of the Merger. There can be no guarantee that customers will remain with or continue to have a relationship with the combined company or do so on the same or similar contractual terms following the Merger. If any customers seek to terminate or modify contractual obligations or discontinue the relationship with the combined company, then the combined company’s business, financial position, results of operations and cash flows may be harmed.

Euronet and CoreCard also have contracts with landlords, licensors and other business partners which may require Euronet or CoreCard, as applicable, to obtain consent from these other parties in connection with the Merger, or which may otherwise contain limitations applicable to such contracts following the Merger. If these consents cannot be obtained, the combined company may suffer a loss of potential future revenue, incur costs and lose rights that may be material to the combined company’s business. In addition, third parties with whom Euronet or CoreCard currently have relationships may terminate or otherwise reduce the scope of their relationship with either party in anticipation of the Merger. Any such disruptions could limit the combined company’s ability to achieve the anticipated benefits of the Merger. The adverse effect of any such disruptions could also be exacerbated by a delay in the completion of the Merger or by a termination of the Merger Agreement.

The combined company may be exposed to increased litigation from stockholders, customers, suppliers, distributors and other third parties due to the combination of Euronet’s and CoreCard’s businesses following the Merger. Such litigation may have an adverse impact on the combined company’s business, financial position, results of operations and cash flows, or may cause disruptions to the combined company’s operations.

The unaudited prospective financial information set forth in the forecasts included under the section entitled “The Merger—CoreCard Unaudited Forecasted Financial Information” beginning on page 58 of this proxy statement/prospectus was prepared solely for internal use and is subjective in many respects. CoreCard’s prospective financial information was based solely upon assumptions of, and information available to, CoreCard’s management when prepared. These estimates and assumptions are subject to uncertainties, many of which are beyond CoreCard’s control and may not be realized. Many factors mentioned in this proxy statement/prospectus, including the risks outlined in this “Risk Factors” section and the events or circumstances described in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 20 of this proxy statement/prospectus will be important in determining the combined company’s future results. As a result of these contingencies, actual future results may vary materially from Euronet’s and CoreCard’s estimates. In view of these uncertainties, the inclusion of prospective financial information in this proxy statement/prospectus is not and should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.

The unaudited prospective financial information set forth in the forecasts included under the section entitled “The Merger—CoreCard Unaudited Forecasted Financial Information” beginning on page 58 of this proxy statement/prospectus was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. Further, any forward-looking statement speaks only as of the date on which it is made, and neither Euronet nor CoreCard undertakes any obligation, other than as required by applicable law, to update, correct or otherwise revise the unaudited prospective financial information included in this proxy statement/prospectus to reflect events or circumstances after the date such prospective financial information was prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances, even in the event that any or all of the assumptions underlying any such prospective financial information are no longer appropriate (even in the short term).

The unaudited prospective financial information of CoreCard included in this proxy statement/prospectus has been prepared by, and is the responsibility of, the management of CoreCard. Nichols, Cauley & Associates, LLC has

not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying unaudited prospective financial information, and accordingly, Nichols, Cauley & Associates, LLC does not express an opinion or any other form of assurance with respect thereto. The reports of Nichols, Cauley & Associates, LLC with respect to CoreCard incorporated by reference in this proxy statement/prospectus relate to the previously issued financial statements of CoreCard. These reports do not extend to CoreCard’s unaudited prospective financial information and should not be read to do so. Neither Euronet’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information. See the section entitled “The Merger—CoreCard Unaudited Forecasted Financial Information” beginning on page 58 of this proxy statement/prospectus for more information.

Upon completion of the Merger, CoreCard Stockholders will no longer be stockholders to CoreCard, but will instead become Euronet Stockholders. Former CoreCard Stockholders will instead have rights as Euronet Stockholders that differ from the rights they had as CoreCard Stockholders before the Merger. For a detailed comparison of the rights of Euronet Stockholders to the rights of CoreCard Stockholders, see the section entitled “Comparison of Stockholder Rights” beginning on page 102 of this proxy statement/prospectus.

Euronet’s and CoreCard’s businesses are and will be subject to the risks described above, as applicable. Euronet is, and will continue to be, subject to the risks described above and in Euronet’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus. In addition, CoreCard is, and will continue to be, subject to the risks described above and in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in CoreCard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as updated by Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations in subsequent Quarterly Reports on Form 10-Q and in Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 114 of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

The Special Meeting will be held at CoreCard’s principal executive offices located at One Meca Way, Norcross, Georgia 30093, on October 28, 2025, at 9:30 a.m. Eastern Time.

You will be able to attend the Special Meeting in person at CoreCard’s principal executive offices located at One Meca Way, Norcross, Georgia 30093. You will be admitted to the Special Meeting only if you were a CoreCard Stockholder as of the Record Date, or you hold a valid proxy for the Special Meeting. You should be prepared to present photo identification for admittance. In addition, if you are a stockholder of record, then your name will be verified against the list of stockholders of record prior to admittance to the Special Meeting. If you are not a stockholder of record but hold shares through a broker, trustee or nominee, then you will need to provide proof of beneficial ownership on the record date, such as your most recent account statement.

If you are a stockholder of record, even if you plan to attend the Special Meeting, we encourage you to complete, sign, date and return the enclosed proxy card or vote via telephone or Internet to ensure that your shares of CoreCard Common Stock will be represented at the Special Meeting. If you attend the Special Meeting and vote in person, your vote will revoke any proxy previously submitted or vote submitted via telephone or Internet. If you are a beneficial owner and hold your shares of CoreCard Common Stock in “street name” through a broker, bank or nominee, you should instruct your broker, bank or nominee on how you wish to vote your shares of CoreCard Common Stock using the instructions provided by your broker, bank or nominee. Your broker, bank or nominee cannot vote on any of the proposals, including the Merger Agreement Proposal, without your instructions.

At the Special Meeting, CoreCard Stockholders will be asked to consider and vote on (1) the Merger Agreement Proposal, (2) the Advisory Compensation Proposal and (3) the Adjournment Proposal.

The approval of the Merger Agreement Proposal is a condition to the Closing under the Merger Agreement. If CoreCard Stockholders fail to approve the Merger Agreement Proposal, the Merger will not occur. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus, and you are encouraged to read the Merger Agreement carefully and in its entirety. For a detailed discussion of the conditions to the Closing under the Merger Agreement, see the section entitled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 92 of this proxy statement/prospectus.

The CoreCard Board has unanimously (a) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (b) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of CoreCard and its stockholders, (c) resolved to recommend adoption of the Merger Agreement by the stockholders entitled to vote thereon and (d) directed that the Merger Agreement be submitted to stockholders of CoreCard for adoption at a meeting of stockholders of CoreCard to be held to consider the adoption of the Merger Agreement. Accordingly, the CoreCard Board unanimously recommends that the CoreCard Stockholders vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Advisory Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

For additional information on the recommendation of the CoreCard Board, see the section entitled “The Merger—Recommendation of the CoreCard Board and Its Reasons for the Merger” beginning on page 54 of this proxy statement/prospectus.

Only CoreCard Stockholders who held shares of CoreCard Common Stock of record on the Record Date, which is the close of business on September 18, 2025, are entitled to receive notice of, and to vote the shares of CoreCard Common Stock they held on the Record Date at, the Special Meeting. As of the Record Date, 7,792,382 shares of CoreCard Common Stock were outstanding and entitled to be voted at the Special Meeting. Each outstanding share of CoreCard Common Stock entitles its holder of record to one vote on each matter considered at the Special Meeting.

CoreCard Stockholders whose shares are registered directly in their name with CoreCard’s transfer agent, Equinity Trust Company, LLC, are considered the stockholder of record of those shares. The proxy materials for the Special Meeting will be sent directly to these CoreCard Stockholders by CoreCard. CoreCard Stockholders whose shares are held through a bank, broker or other nominee are considered the beneficial owner of the shares of CoreCard Common Stock held in “street name.” In that case, the proxy materials for the Special Meeting have been forwarded to the stockholders by the stockholders’ bank, broker or other nominee that is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, stockholders have the right to direct their bank, broker or other nominee how to vote their shares by following their instructions for voting, and they are also invited to attend the Special Meeting. See “—Attending the Special Meeting” above and “—How to Vote” below.

As of the Record Date, CoreCard’s directors and executive officers and their affiliates beneficially owned and were entitled to vote, in the aggregate, 1,363,300 shares of CoreCard Common Stock, representing approximately 17.5% of the shares of CoreCard Common Stock outstanding as of the Record Date. CoreCard currently expects its directors and executive officers to vote their shares of CoreCard Common Stock in favor of the Merger Agreement Proposal, the Advisory Compensation Proposal and the Adjournment Proposal, although none of the directors and executive officers is obligated to do so.

For business to be conducted at the Special Meeting, a quorum must be present. The presence, in person or by proxy, of CoreCard Stockholders entitled to cast at least a majority of the votes which all CoreCard Stockholders are entitled to vote upon a matter at the Special Meeting constitutes a quorum for the transaction of business on such matter at the Special Meeting.

As of the Record Date, 7,792,382 shares of CoreCard Common Stock were outstanding and entitled to be voted at the Special Meeting; accordingly, the presence, in person or by proxy, at the Special Meeting of at least 3,896,191 shares of CoreCard Common Stock entitled to vote at the Special Meeting is necessary to constitute a quorum.

Shares for which a CoreCard Stockholder directs an “abstention” from voting will be counted for purposes of determining the presence of a quorum for the transaction of business at the Special Meeting. An abstention will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Banks, brokers and other nominees that hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees that hold shares in street name for a beneficial owner of those shares are not allowed to exercise voting discretion with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. “Broker non-votes” occur when shares held in street name are present at a stockholder meeting at which at least one item of business is a routine proposal, but the bank, broker or other nominee is not instructed by the beneficial owner of those shares to vote on a particular proposal for which the bank, broker or other nominee does not have discretionary voting power. Under applicable rules, each of the proposals to be voted on at the Special Meeting will be “non-routine,” and therefore, it is expected that there will be no broker non-votes at the Special Meeting. Accordingly, if you are a CoreCard Stockholder that beneficially owns shares of CoreCard Common Stock held in street name, and you do not instruct your bank, broker or other nominee on how to vote your shares, your bank, broker or other nominee may not vote your shares on the Merger Agreement Proposal, the Advisory Compensation Proposal or the Adjournment Proposal, and your shares will not be considered present and entitled to vote at the Special Meeting for the purpose of determining whether a quorum is present at the Special Meeting. A broker non-vote, if any, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Proposal 1: Approval of the Merger Agreement Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of CoreCard Common Stock entitled to vote thereon. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the Merger Agreement Proposal. A failure to vote, an abstention or a broker non-vote, if any, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Proposal 2: Approval of the Advisory Compensation Proposal requires the affirmative vote of the holders of a majority of the votes cast affirmatively and negatively on the Advisory Compensation Proposal, assuming a quorum is present. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the Advisory Compensation Proposal. A failure to vote, an abstention or a broker non-vote, if any, will have no effect on the Advisory Compensation Proposal, assuming a quorum is present.

Proposal 3: Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast affirmatively and negatively on the Adjournment Proposal, assuming a quorum is present. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the Adjournment Proposal. A failure to vote, an abstention or a broker non-vote, if any, will have no effect on the Adjournment Proposal, assuming a quorum is present.

The approval of the Merger Agreement Proposal is a condition to the Closing under the Merger Agreement. If CoreCard Stockholders fail to approve the Merger Agreement Proposal, the Merger will not occur.

Approval of the Advisory Compensation Proposal and approval of the Adjournment Proposal are not conditions to the Closing. The vote on each proposal is a vote separate and apart from the other proposals. Accordingly, CoreCard Stockholders may vote in favor of one or more of the proposals and vote not to approve the other proposal(s). Because the vote on the Advisory Compensation Proposal is advisory only, it will not be binding on either CoreCard or Euronet. Accordingly, if the Merger Agreement Proposal is approved and the Merger is completed, the Merger-related compensation will be payable to CoreCard’s named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the approval of the Advisory Compensation Proposal.

CoreCard Stockholders of record may vote their shares (i) by proxy via the Internet, (ii) by proxy over the telephone, (iii) by proxy using a proxy card or (iv) at the Special Meeting in person as follows:

Whether or not you plan to attend the Special Meeting in person, please vote by proxy to ensure your vote is counted. You may still attend the Special Meeting and vote at the Special Meeting in person, even if you have already voted by proxy. Any vote you cast at the Special Meeting in person will supersede any previous votes that you may have submitted.

If CoreCard Stockholders have timely and properly submitted their proxy, clearly indicated their vote and have not revoked their proxy, then their CoreCard Common Stock will be voted as indicated. If CoreCard Stockholders have timely and properly submitted their proxy but have not clearly indicated their vote, then their CoreCard Common Stock will be voted in accordance with the recommendations of the CoreCard Board. The CoreCard Board recommends that holders of CoreCard Common Stock vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Advisory Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

If your shares of CoreCard Common Stock are held in “street name” in a stock brokerage account or by a bank, broker or other nominee, you should receive a voting instruction form from your bank, broker or other nominee seeking instruction from you as to how your shares should be voted. CoreCard Stockholders may not vote CoreCard

Common Stock held in “street name” by returning a proxy card directly to CoreCard. To vote at the Special Meeting, attend the Special Meeting and vote in person, see “—Attending the Special Meeting” above.

If you are a CoreCard Stockholder of record who has given a proxy, you may revoke your proxy prior to its exercise at the Special Meeting by:

If you are a beneficial owner of CoreCard Common Stock held through a bank, broker or other nominee, you must follow the specific instructions provided to you by your bank, broker or other nominee to change or revoke any instructions you have already given to your bank, broker or other nominee. You may also change your vote by attending the Special Meeting and voting in person during the Special Meeting. See “—Attending the Special Meeting” above.

It is important that you vote your shares of CoreCard Common Stock promptly. Whether or not you plan to attend the Special Meeting, (i) if you are a CoreCard Stockholder of record, please follow the instructions on the proxy card to vote by Internet or telephone as promptly as possible, or promptly complete, date, sign and return the enclosed proxy card in the postage-prepaid envelope, or (ii) if you are a beneficial owner of CoreCard Common Stock held through a bank, broker or other nominee, please follow the voting instructions provided by such bank, broker or other nominee.

CoreCard has appointed an agent of Broadridge to serve as inspector of election for the Special Meeting. The inspector of election will independently tabulate affirmative and negative votes and abstentions and broker non-votes, if any.

CoreCard and the CoreCard Board are soliciting CoreCard Stockholders’ proxies in connection with the Special Meeting, and CoreCard will bear the cost of soliciting such proxies. Proxies in connection with the Special Meeting may be solicited by officers, directors and regular supervisory and executive employees of CoreCard, none of whom will receive any additional compensation for such solicitation. CoreCard has retained D.F. King as proxy solicitor to assist with the solicitation of proxies in connection with the Special Meeting, for which CoreCard estimates it will pay D. F. King a fee of $20,000 plus reasonable out-of-pocket costs and expenses. Proxies in connection with the Special Meeting may be solicited in person, by mail, by telephone, by facsimile, by messenger, via the Internet or by other means of communication, including electronic communication. CoreCard will supply banks, brokers and other nominees that hold shares of CoreCard Common Stock of record for beneficial owners with copies of proxy soliciting material in connection with the Special Meeting to be sent to such beneficial owners, in which case these parties will be reimbursed by CoreCard for their reasonable expenses for completing the sending of such material to beneficial owners.

Although it is not currently expected, and subject to the restrictions in the Merger Agreement described in the following paragraph, the Special Meeting may be adjourned on one or more occasions for the purpose of soliciting additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal, if necessary to ensure that any legally required supplement or amendment to this proxy statement/prospectus is provided to and reviewed by the CoreCard Stockholders in advance of the Special Meeting,

if required by a court or if a quorum is not present at the Special Meeting. The adjourned meeting may take place without further notice other than by an announcement made at the Special Meeting, unless the adjournment is for more than 30 days or, after the adjournment, the CoreCard Board fixes a new record date for determining the CoreCard Stockholders entitled to vote at the meeting.

Under the terms of the Merger Agreement, the Special Meeting may not be postponed or adjourned by CoreCard without Euronet’s prior written consent, unless CoreCard or Euronet reasonably determines, in good faith, that CoreCard Stockholder Approval is unlikely to be obtained at the Special Meeting, including due to an absence of a quorum, in which case, either CoreCard or Euronet may, on no more than two occasions and prior to the vote contemplated having been taken, have the right to require a postponement or adjournment of the Special Meeting for the purpose of soliciting additional votes in favor of the Merger Agreement, provided that no such adjournment or postponement shall delay the Special Meeting by more than seven days from the prior-scheduled date or to a date on or after the fifth business day preceding the Outside Date. Notwithstanding the foregoing, CoreCard may, without Euronet’s prior consent, postpone or adjourn the Special Meeting by no more than 10 days beyond the originally scheduled date if (i) CoreCard is required to postpone or adjourn the Special Meeting by applicable law or (ii) the CoreCard Board or any authorized committee thereof determines in good faith (after consultation with outside legal counsel) that it is reasonably necessary or appropriate to postpone or adjourn the Special Meeting in order to give CoreCard Stockholders sufficient time to evaluate any information or disclosure CoreCard has sent or otherwise made available to CoreCard Stockholders (including in connection with any Change of Recommendation) (in each case so long as any such information or disclosure was made in compliance with the Merger Agreement).

CoreCard Stockholders may be asked to vote to approve the Adjournment Proposal if there are not sufficient votes cast at the Special Meeting to approve the Merger Agreement Proposal. Regardless of the results of voting for the Adjournment Proposal, under Section 14-2-729 of the GBCC, any meeting of stockholders may be adjourned from time to time for any reason, whether or not a quorum is present.

Any adjournment of the Special Meeting for the purpose of soliciting additional proxies would allow CoreCard Stockholders who have already submitted their proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned.

Unless the Merger Agreement has been terminated in accordance with its terms, CoreCard must hold the Special Meeting and submit the Merger Agreement to the CoreCard Stockholders for a vote on the adoption thereof.

You should carefully read the entire proxy statement/prospectus, including its annexes and information incorporated by reference. You may also wish to consult your legal, tax and/or financial advisors with respect to any aspect of the Merger, the Merger Agreement or other matters discussed in this proxy statement/prospectus.

If you have questions about the matters to be voted on at the Special Meeting, would like additional copies of this proxy statement/prospectus or need help voting your shares of CoreCard Common Stock, please contact CoreCard’s proxy solicitor:

This proxy statement/prospectus is being furnished to CoreCard Stockholders as part of the solicitation of proxies by the CoreCard Board for use at the Special Meeting to consider and vote on the Merger Agreement Proposal, which is a proposal to adopt the Merger Agreement. For a detailed discussion of the terms of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus and incorporated herein by reference, see the section entitled “The Merger Agreement” beginning on page 76 of this proxy statement/prospectus.

Approval of the Merger Agreement Proposal is a condition to the Closing under the Merger Agreement. If CoreCard Stockholders fail to approve the Merger Agreement Proposal, the Merger will not occur.

Approval of the Merger Agreement Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of CoreCard Common Stock entitled to vote thereon. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the Merger Agreement Proposal. A failure to vote, an abstention or a broker non-vote, if any, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

This proxy statement/prospectus is being furnished to CoreCard Stockholders as part of the solicitation of proxies by the CoreCard Board for use at the Special Meeting to consider and vote on the Advisory Compensation Proposal. As required by Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, which were enacted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, CoreCard is required to provide its stockholders the opportunity to vote to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to CoreCard’s named executive officers that is based on or otherwise relates to the Merger, as described in the section entitled “The Merger—Interests of Certain CoreCard Directors and Executive Officers in the Merger” beginning on page 69 of this proxy statement/prospectus (including the disclosure under the section entitled “—Quantification of Potential Payments and Benefits to CoreCard’s Named Executive Officers” beginning on page 70 of this proxy statement/prospectus and the related tables and associated narrative discussion and descriptions of the agreements or understandings pursuant to which such compensation may be paid or become payable). Accordingly, CoreCard Stockholders are being provided the opportunity to cast an advisory vote on such payments by voting on the Advisory Compensation Proposal.

Because the vote on the Advisory Compensation Proposal is advisory only, the outcome of the vote on the Advisory Compensation Proposal is not binding upon CoreCard, the CoreCard Board, Euronet, or the Euronet Board. Approval by CoreCard Stockholders of the Advisory Compensation Proposal is not a condition to completion of the Merger and is a vote separate and apart from the vote to approve the Merger Agreement Proposal. Accordingly, a CoreCard Stockholder may vote to approve the Advisory Compensation Proposal and vote not to approve the Merger Agreement Proposal and vice versa. Because the executive compensation to be paid in connection with the Merger is based on the terms of the Merger Agreement and the applicable contractual arrangements with CoreCard’s named executive officers, such compensation will be payable, regardless of the outcome of the advisory vote on the Advisory Compensation Proposal, only if the Merger Agreement Proposal is approved (subject only to the contractual conditions applicable thereto).

Accordingly, CoreCard Stockholders are being asked to vote on an advisory (non-binding) basis on the following resolution:

RESOLVED, that the stockholders of CoreCard Corporation approve, on an advisory, non-binding basis, certain compensation that may be paid or become payable to the named executive officers of CoreCard Corporation that is based on or otherwise relates to the Merger, as disclosed pursuant to Item 402(t) of Regulation S-K under the section entitled “The Merger—Interests of Certain CoreCard Directors and Executive Officers in the Merger” beginning on page 69 of the proxy statement/prospectus of CoreCard Corporation and Euronet Worldwide Inc. with respect to the special meeting of CoreCard Corporation stockholders to be held on 0, 2025 (including the disclosure under the section entitled “—Quantification of Potential Payments and Benefits to CoreCard Named Executive Officers” beginning on page 70 of such proxy statement/prospectus and the related tables and associated narrative discussion and descriptions of the agreements or understandings pursuant to which such compensation may be paid or become payable).

Approval of the Advisory Compensation Proposal requires the affirmative vote of the holders of a majority of the votes cast affirmatively and negatively on the Advisory Compensation Proposal, assuming a quorum is present. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the Advisory Compensation Proposal. A failure to vote, an abstention or a broker non-vote, if any, will have no effect on the Advisory Compensation Proposal, assuming a quorum is present.

This proxy statement/prospectus is being furnished to CoreCard Stockholders as part of the solicitation of proxies by the CoreCard Board for use at the Special Meeting to consider and vote on the Adjournment Proposal, a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to permit solicitation of additional votes or proxies if there are not sufficient votes to approve the Merger Agreement Proposal.

The Adjournment Proposal will be presented at the Special Meeting only if there are not sufficient votes to approve the Merger Agreement Proposal. If CoreCard Stockholders approve the Adjournment Proposal, CoreCard could adjourn the Special Meeting and any adjourned session of the Special Meeting (subject to the terms and conditions of the Merger Agreement as described in the section entitled “The Special Meeting—Adjournment” beginning on page 35 of this proxy statement/prospectus) and use the additional time to solicit additional proxies, including the solicitation of proxies from CoreCard Stockholders who have previously voted. Any adjournment of the Special Meeting for the purpose of soliciting additional proxies would allow CoreCard Stockholders who have already submitted their proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned. Regardless of the results of voting for the Adjournment Proposal, under the GBCC, any meeting of stockholders may be adjourned from time to time for any reason, whether or not a quorum is present.

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast affirmatively and negatively on the Adjournment Proposal, assuming a quorum is present. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the Adjournment Proposal. A failure to vote, an abstention or a broker non-vote, if any, will have no effect on the Adjournment Proposal, assuming a quorum is present.

This section of the proxy statement/prospectus describes the material aspects of the proposed Merger. This section may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus, including the full text of the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, for a more complete understanding of the proposed Merger and the transactions related thereto.

Euronet is a leading electronic payments provider. Euronet offers payment and transaction processing and distribution solutions to financial institutions, retailers, service providers and individual consumers. Euronet’s primary product offerings include comprehensive automated teller machine (“ATM”), point-of-sale, card outsourcing, card issuing and merchant acquiring services, software solutions, electronic distribution of prepaid mobile airtime and other electronic payment products, foreign currency exchange services and global money transfer services.

Euronet was established in 1994 as Euronet Bank Access Kft., a Hungarian limited liability company. Euronet was reorganized in March 1997, in connection with its initial public offering, and at that time, our operating entities became wholly owned subsidiaries of Euronet Services, Inc., a Delaware corporation. Euronet’s common stock is listed and traded on the Nasdaq under the symbol “EEFT” and its principal executive offices are located at 11400 Tomahawk Creek Parkway, Suite 300, Leawood, Kansas 66211; its telephone number at that location is (913) 327-4200.

Merger Sub is a wholly owned subsidiary of Euronet and was formed solely for the purpose of effecting the Merger. Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into CoreCard, with CoreCard surviving as a wholly owned subsidiary of Euronet. Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement, including the preparation of applicable regulatory filings in connection with the Merger.

Merger Sub was incorporated in Georgia on July 25, 2025. Merger Sub’s principal executive offices are located at 11400 Tomahawk Creek Parkway, Suite 300, Leawood, Kansas 66211; its telephone number at that location is (913) 327-4200.

CoreCard, incorporated in Georgia with its headquarters in Norcross, Georgia, is a leading provider of card issuing technology solutions and processing services to the FinTech industry. CoreCard designs, develops and markets a comprehensive suite of software solutions to program managers, accounts receivable businesses, financial institutions, retailers and processors to manage their credit and debit cards, prepaid cards, private label cards, fleet cards, buy now pay later programs, loyalty programs and accounts receivable and loan transactions. The CoreCard software solutions are designed to allow companies to offer any type of transacting account or card issuing program as well as installment and revolving loans, to set up and maintain account data, to record advances and payments, to assess fees, interest and other charges, to resolve disputes and chargebacks, to manage collections of accounts receivable, to generate reports and to settle transactions with financial institutions and network schemes.

CoreCard and its predecessor companies have operated since 1973 its been publicly traded since 1980. CoreCard’s common stock is listed and traded on the NYSE under the symbol “CCRD” and its principal executive offices are located at One Meca Way, Norcross, Georgia 30093; its telephone number at that location is (770) 381-2900.

Upon the terms and subject to the conditions of the Merger Agreement and in accordance with the GBCC, at the Effective Time, Merger Sub will merge with and into CoreCard, the separate corporate existence of Merger Sub will cease, and CoreCard will continue as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly owned subsidiary of Euronet, and the separate corporate existence of Euronet will continue unaffected by the Merger. The Merger will have the effects set forth in the Merger Agreement and the relevant provisions of the GBCC.

On the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each share of CoreCard Common Stock that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will be automatically cancelled and cease to exist and will be converted into the right to receive a number of shares of Euronet Common Stock that will depend on the Euronet Stock Price (the volume weighted average price per share of Euronet Common Stock on the Nasdaq for the 15 consecutive trading days ending on and including the second full trading day prior to the Effective Time). If the Euronet Stock Price is greater than $95.4798 but less than $107.7997, the Exchange Ratio will be the quotient obtained by dividing $30.00 by the Euronet Stock Price, rounded to four decimal places; if the Euronet Stock Price is greater than or equal to $107.7997, the Exchange Ratio will be 0.2783; and if the Euronet Stock Price is equal to or less than $95.4798, the Exchange Ratio will be 0.3142. Accordingly, if the Euronet Stock Price were greater than or equal to $95.4798 and less than or equal to $107.7997, the implied value of the Per Share Merger Consideration would be $30.00; if the Euronet Stock Price were greater than $107.7997, the implied value of the Per Share Merger Consideration would be greater than $30.00; and if the Euronet Stock Price were less than $95.4798, the implied value of the Per Share Merger Consideration would be less than $30.00. The Euronet Stock Price and the actual value of the Per Share Merger Consideration will depend on the trading price of Euronet Common Stock, which is subject to fluctuation, including during the period until the Effective Time. The number of Merger Consideration Shares is subject to fluctuation with the market value of Euronet Common Stock until the Euronet Stock Price has been determined. Shares of CoreCard Common Stock are listed on the NYSE under the symbol “CCRD.” Shares of Euronet Common Stock are listed on the Nasdaq under the symbol “EEFT.” Euronet and CoreCard encourage you to obtain current quotes for both CoreCard Common Stock and Euronet Common Stock.

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalog every conversation among the CoreCard Board, the Euronet Board, their respective representatives, or other parties.

As part of CoreCard’s ongoing consideration and evaluation of its long-term strategic goals and plans, the CoreCard Board, together with members of CoreCard management, regularly reviews, considers and assesses the Company’s performance, future growth prospects, evolving industry landscape, customer opportunities, and overall strategic direction in light of the current and anticipated business and economic environment and in consideration of the Company’s long-term business strategy to enhance value for CoreCard Stockholders. This review includes, among other matters, the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives, as compared to the benefits and risks of CoreCard’s continued operation as a standalone company. In the context of assessing potential risks of CoreCard’s continued operation as a standalone company, the CoreCard Board also considers senior management succession planning in the event of the possible retirement of Mr. Leland Strange, 84, who has served as CoreCard’s President since 1983 and its Chief Executive Officer and Chairman of the Board since 1985. In addition, CoreCard has from time to time received unsolicited inquiries from strategic parties that were interested in exploring a potential acquisition of CoreCard.

As previously reported, CoreCard added Goldman Sachs Group, Inc. (“Goldman”) as a customer in 2018. Goldman licenses CoreCard’s credit card processing software for its consumer credit card portfolios, which has included the Apple Card portfolio in Goldman’s partnership with Apple Inc. (“Apple”) since August 2019, and the General Motors co-branded credit card in Goldman’s partnership with General Motors, Co. (“GM”), since January 2022. Goldman has been CoreCard’s largest customer in recent years, representing 62% and 67% of CoreCard’s consolidated revenues for the twelve months ended December 31, 2024 and 2023, respectively, and 63% of CoreCard’s consolidated revenues in the first six months of 2025.

On June 30, 2023, and in the days that followed, there were several reports in major business publications, including an article published in the Wall Street Journal, stating that Goldman was looking for a way out of its partnership with Apple, particularly with respect to the Apple Card portfolio and related consumer lending ventures. From June 29, 2023, the day before the Wall Street Journal article was published, to October 31, 2024 (which, as discussed below, is the date of CoreCard’s third quarter 2024 earnings call), the closing price of CoreCard Common Stock on the NYSE declined from $25.67 to $15.02.

On February 7, 2024, a representative from an investment banking firm, which we refer to as Investment Bank A, contacted Mr. Strange to inform him that Investment Bank A’s client, a company that we refer to as Party A,

was interested in pursuing strategic growth opportunities with CoreCard. As a result, the representative of Investment Bank A asked if he could introduce Mr. Strange to representatives of Party A.

On April 1, 2024, Mr. Strange and Matthew A. White, CoreCard’s Chief Financial Officer, had an introductory call with representatives of Party A.

On April 12, 2024, Mr. Strange learned from representatives of Investment Bank A that Party A was interested in a potential commercial relationship and/or a potential acquisition of CoreCard.

On April 15, 2024, representatives of CoreCard met with representatives of a company, which we refer to as Party B, to discuss exploring ways to partner with CoreCard.

On May 2, 2024, CoreCard, including Mr. Strange and three other representatives of CoreCard, hosted representatives from Party A for half a day of meetings to discuss CoreCard and its business and products. During these meetings, Mr. Strange conveyed his view that, for any potential acquisition of CoreCard, CoreCard should be valued at no less than $250 million, or approximately $30 per share of CoreCard Common Stock.

On May 31, 2024, a representative of Party A called Mr. Strange and conveyed that, while Party A remained interested in CoreCard, it did not feel that it would be possible for the parties to arrive at a mutually acceptable acquisition price based on the uncertainty around the Apple Card portfolio.

On June 19, 2024, representatives of Euronet met with representatives of an investment banking firm, which we refer to as Investment Bank B. During this meeting, the representatives from Investment Bank B presented various potential strategic opportunities and acquisition candidates to Euronet, including CoreCard.

On September 4, 2024, representatives of Investment Bank B contacted Mr. White to set up an in-person meeting with Investment Bank B, for the purpose of discussing services offered by Investment Bank B.

On September 20, 2024, CoreCard Common Stock closed on the NYSE at $15.73 per share.

On September 23, 2024, representatives of Investment Bank B met with Mr. Strange and Mr. White. At that meeting, the representatives of Investment Bank B disclosed to Mr. Strange and Mr. White that Euronet had an interest in acquiring CoreCard. Mr. Strange and Mr. White responded that CoreCard had no interest in a potential transaction at the then-current CoreCard stock price, but that CoreCard was willing to have discussions with Euronet or any other party.

On September 26, 2024, representatives of Investment Bank B contacted Mr. Strange and Mr. White to propose an in-person meeting between representatives of CoreCard and representatives of Euronet, to be held at CoreCard’s executive offices, so that the Euronet team could learn more about CoreCard and its product offerings.

On September 27, 2024, Mr. Strange received an unsolicited request from representatives of Party A, requesting materials and information regarding CoreCard in connection with pursuing a potential acquisition of CoreCard. Mr. Strange responded that CoreCard would be willing to re-engage in discussions with Party A. Mr. Strange further informed the representatives of Party A that CoreCard was already engaged in discussions with several other interested parties and that CoreCard was planning to circulate a CoreCard overview document in the coming weeks to parties that had expressed interest.

From September 27, 2024 to September 30, 2024, Mr. Strange and Mr. White exchanged emails with the representatives of Investment Bank B to discuss potential dates for an in-person meeting with Euronet, as well as a potential agenda for the meeting.

On October 11, 2024, representatives from Party A’s internal mergers and acquisitions team also reached out to Mr. Strange, to express Party A’s continued interest. Mr. Strange again confirmed that CoreCard was having discussions with a limited group of interested potential buyers and would provide the CoreCard overview document to Party A when it was available.

On October 14, 2024, GM announced that it had signed a deal to transition its General Motors co-branded credit card to a new credit card issuer, which would acquire the credit card program’s receivables from Goldman, with an expected closing to occur in 2025.

On October 15, 2024, during the Goldman earnings call for the third quarter of 2024, David Solomon, the Chairman and Chief Executive Officer of Goldman, made certain statements in response to an analyst question regarding the future of Goldman’s Apple Card portfolio that could be interpreted to mean that Goldman would also be exiting the Apple Card business.

On October 23, 2024, as previously reported, CoreCard entered into an omnibus amendment to its agreements with Goldman that extended various contracts with Goldman through December 31, 2030. The omnibus amendment also, among other things, provided that Goldman may terminate its agreements with CoreCard, but not earlier than January 1, 2027, with termination payments due to CoreCard if terminated prior to the December 31, 2030, expiration date.

Also, on October 23, 2024, CoreCard and Euronet entered into an initial non-disclosure agreement. The agreement did not contain any transaction exclusivity or standstill provisions.

On October 24, 2024, representatives of CoreCard met in person in an all-day meeting with representatives of Euronet, during which the representatives discussed, among other things, an overview of Euronet’s business, an overview of CoreCard’s business, a discussion regarding CoreCard product and service offerings, CoreCard’s sales and marketing approach, CoreCard’s current pipelines, CoreCard’s customer base, a technical overview of the CoreCard products and CoreCard’s pricing models. During these meetings, there was no discussion of purchase price or other terms for any potential transaction between the parties.

On October 31, 2024, CoreCard held its earnings call for the third quarter of 2024. During the call, Mr. Strange publicly stated that he and Mr. White had fielded regular inquiries regarding potential interest in an acquisition of CoreCard and had met with a potential acquiror as recently as October 2024. He also publicly speculated that interest in CoreCard may have been rekindled as a result of CoreCard entering into the recent omnibus amendment with Goldman, which provided more certainty for CoreCard regarding the future of its relationship with Goldman. Mr. Strange also publicly stated that, as a personal observation and speaking as “probably the largest shareholder” of CoreCard, he did not expect to vote for, or support, any acquisition offer that would value the company for less than $200 million.

Also on October 31, 2024, Mr. Strange provided Investment Bank B with a one-page overview document regarding CoreCard that included historical and proforma financial results, with and without the Goldman business included for 2027 (referred to herein as the “CoreCard Overview”). The CoreCard Overview also stated CoreCard management’s view that CoreCard should be valued at no less than $250 million, or approximately $30 per share of CoreCard Common Stock. Mr. Strange’s email also attached the transcript from CoreCard’s third quarter 2024 earnings call that was held on October 31, 2024. Mr. Strange’s email encouraged the representatives of Investment Bank B to, within the next 30 days, introduce CoreCard to any other parties with a potential interest in acquiring CoreCard.

In addition, on October 31, 2024, Mr. Strange contacted the representatives of Investment Bank A and delivered the CoreCard Overview, which was then delivered by Investment Bank A to Party A.

Also on October 31, 2024, Mr. Strange provided the CoreCard Overview to (i) representatives of two investment banking firms, and (ii) two other parties that had previously expressed an interest in acquiring CoreCard, including Party B.

In addition, on October 31, 2024, representatives of CoreCard were introduced to representatives of a company that had expressed interest in CoreCard, which we refer to as Party C.

Between November 1, 2024 and November 14, 2024, CoreCard held a virtual meeting and several telephone conversations with representatives of Party C regarding its interest in potentially acquiring CoreCard.

On November 2, 2024, a representative of Investment Bank B confirmed to Mr. Strange that the CoreCard Overview would be shared with Euronet, and that the Euronet team remained interested in continuing discussions with CoreCard.

On November 4, 2024, Mr. Strange delivered the CoreCard Overview to representatives of an additional investment bank that had previously indicated they would like to introduce Mr. Strange to a couple of their clients.

On November 8, 2024, during a virtual meeting, representatives of CoreCard provided representatives of Euronet with a presentation regarding CoreCard’s technology.

On November 11, 2024, during a call held between CoreCard and Euronet, representatives of CoreCard also provided representatives of Euronet with financial due diligence information.

On November 12, 2024, a representative from Investment Bank A relayed that Party A had requested further information regarding CoreCard.

On November 14, 2024, representatives of Euronet confirmed to Mr. Strange via email that Euronet remained interested in a potential transaction with CoreCard and provided Mr. Strange with a due diligence request list.

In addition, on November 14, 2024, Mr. Strange and Mr. White encountered Michael J. Brown, Chairman, Chief Executive Officer and President of Euronet, at an industry conference that was being held in New York City. The meeting was unscheduled and lasted for approximately half an hour. During that meeting, Mr. Brown stated that Euronet was still interested in potentially acquiring CoreCard. Mr. Strange responded that CoreCard had interest in being acquired by Euronet, but CoreCard would first need to engage in a full process to seek the best price for its stockholders. Mr. Strange also reiterated his expectation that CoreCard should be valued at no less than $250 million, or approximately $30 per share of CoreCard Common Stock.

On November 20, 2024, CoreCard entered into a mutual non-disclosure and non-use agreement with Party C. The agreement did not contain any transaction exclusivity or standstill provisions. There were no further discussions between CoreCard and Party C after the parties entered into the non-disclosure agreement.

On November 21, 2024, representatives of CoreCard met with representatives of Party B. Among the regularly scheduled business topics discussed, the parties also discussed the fact that CoreCard was engaging in a strategic alternatives process, and, as part of that discussion, Mr. Strange provided the representatives of Party B with the CoreCard Overview.

On November 25, 2024, a broad outreach to 29 companies that it was believed could potentially be interested in a transaction with CoreCard, including most of the other companies currently serving the credit card payment industry, was initiated.

On November 26, 2024, executives, including Mr. Strange and Mr. White, from CoreCard and executives, including Mr. Brown, Mr. Weller, and Mr. Caponecchi, from Euronet met in person in Kansas City at Euronet’s executive offices to discuss each company’s respective products, strategies and culture, and to determine whether any potential business transaction might be of continued interest to the parties. Mr. Strange once again reiterated his expectation that CoreCard should be valued at no less than $250 million, or approximately $30 per share of CoreCard Common Stock.

On December 4, 2024, Mr. Strange again encountered Mr. Brown, this time at a UBS Conference in Phoenix, Arizona, where the two chief executive officers once again held an unscheduled meeting and discussed their mutual interest in a potential transaction. Mr. Strange also again reiterated his expectation that CoreCard should be valued at no less than $250 million, or approximately $30 per share of CoreCard Common Stock.

On December 9, 2024, Mr. Strange sent an email to the Board to update them on the status of the strategic process.

On December 13, 2024, representatives of Party B contacted representatives of CoreCard, expressed interest in CoreCard and requested additional materials regarding CoreCard’s software platform. On the same day, representatives of CoreCard provided marketing materials regarding CoreCard’s issuer processing software platform to Party B that were being provided to prospective customers.

On December 13, 2024, a representative from Investment Bank B emailed Mr. Strange and proposed two due diligence sessions between CoreCard and Euronet, including a client and prospect discussion and a product suite and market opportunity due diligence session. Mr. Strange agreed to the due diligence sessions.

On December 16, 2024, Mr. Strange and Mr. White met with representatives of a private equity fund that had expressed an interest in CoreCard. No further discussions between the parties resulted from this meeting.

On December 18, 2024, Mr. Strange, Mr. White and a team from CoreCard met with a team from Euronet to discuss CoreCard’s view on credit card opportunities in North America and the Asia-Pacific region.

On January 7, 2025, CoreCard established a virtual data room for third parties that had expressed interest in a potential transaction with CoreCard, and that had entered into a confidentiality or non-disclosure agreement with CoreCard, to begin their due diligence review of CoreCard.

From January 10, 2025, to January 24, 2025, the CoreCard team responded in writing to various due diligence requests from the Euronet team and had various calls and meetings to discuss due diligence questions.

On January 15, 2025, during the Goldman earnings call for the fourth quarter of 2024, Mr. Solomon acknowledged that the Apple Card partnership, contracted to run until 2030, might end sooner than anticipated.

On January 16, 2025, Mr. Brown contacted Mr. Strange and confirmed that Euronet had engaged a paid consultant, Consultant A, to analyze market dynamics, identify growth opportunities, and outline go-to-market strategies within the issuer processing services industry, with the intention of using this assessment to help inform Euronet’s decision regarding whether to proceed with an acquisition of CoreCard.

On January 29, 2025, representatives of CoreCard participated in a call hosted by representatives of Consultant A, to provide them with information for purposes of performing their assessment for Euronet.

On February 4, 2025, a representative of Investment Bank B requested data room access for representatives of Euronet, and data room access was granted by CoreCard on the same date.

On February 11, 2025, the CoreCard Board met, with CoreCard senior management in attendance. During this meeting, senior management provided an update regarding the process being undertaken by CoreCard with regard to a potential sale transaction. After further discussion with senior management, the CoreCard Board authorized CoreCard management to engage in a formal process and request indications of serious interest from potentially interested acquirors.

Later in the day on February 11, 2025, Mr. Strange provided a “process” letter to four investment banking firms, including Investment Bank A and Investment Bank B, for further distribution, inviting parties to submit indications of serious interest only to CoreCard no later than February 26, 2025. The letter was also provided directly to Party A. The letter provided an overview of the process that CoreCard was undertaking and explained that a virtual data room had been established and access to it would require entry into a non-disclosure agreement with CoreCard. The letter also stated that the CoreCard Board had indicated that no offer below an enterprise value of $215 million, or a 33% premium over the last 30-day average of the CoreCard Common Stock closing stock price, whichever is higher, was likely to be seriously considered.

Also, on February 11, 2025, Mr. Strange exchanged emails with representatives of Euronet, responding to their questions regarding the minimum acquisition price that was referenced in the CoreCard process letter that Euronet had received from Investment Bank B earlier in the day.

On February 12, 2025, CoreCard reviewed the results of the distribution of the CoreCard “process” letter to certain of the recipients that had received it. Out of the responses from these third parties that were reviewed on February 12, 2025, only one company, which we refer to as Party D, and three other companies had expressed interest in a potential transaction with CoreCard. Out of those three other companies that had expressed interest in a potential transaction with CoreCard, two did not engage in further discussions regarding a potential transaction with CoreCard, and the third company ultimately decided not to pursue CoreCard citing CoreCard’s proposed price and timing for a potential transaction.

Also, on February 12, 2025, representatives of CoreCard were introduced to representatives of a private equity fund, which we refer to as Party E.

On February 13, 2025, Investment Bank A contacted Mr. Strange and Mr. White and requested data room access for representatives of Party A. CoreCard granted data room access to representatives of Party A on the same date.

Also, on February 13, 2025, CoreCard entered into a mutual non-disclosure and non-use agreement with Party E. The agreement did not contain any transaction exclusivity or standstill provisions.

In addition, on February 13, 2025, CoreCard granted Party E access to the CoreCard virtual data room. Party E did not engage in any further discussions with CoreCard after receiving access to the data room.

On February 14, 2025, CoreCard entered into a mutual non-disclosure and non-use agreement with Party D. The agreement did not contain any transaction exclusivity or standstill provisions.

Also, on February 14, 2025, CoreCard granted Party D access to the CoreCard virtual data room. Party D did not engage in any further discussions with CoreCard after receiving access to the data room.

On February 17, 2025, representatives of CoreCard were introduced to representatives of a company that had expressed interest in CoreCard, which we refer to as Party F.

On February 19, 2025, CoreCard entered into a mutual nondisclosure agreement with Party F. The mutual nondisclosure agreement did not contain any transaction exclusivity or standstill provisions. Also, on February 19, 2025, CoreCard granted Party F access to the data room.

In addition, on February 19, 2025, representatives of CoreCard were introduced to representatives of a company that had expressed interest in CoreCard, which we refer to as Party G. Also on February 19, 2025, CoreCard entered into a mutual nondisclosure agreement with Party G. The mutual nondisclosure agreement did not contain any transaction exclusivity or standstill provisions. Also, on February 19, 2025, CoreCard granted Party G access to the data room.

Also on February 19, 2025, CoreCard held a virtual meeting with a company that had expressed interest in a transaction with CoreCard, which we refer to as Party H. Party H did not engage in any further discussions with CoreCard after this meeting.

On February 20, 2025, CoreCard held its earnings call for the fourth quarter of 2024. During the call, Mr. Strange stated that, over the last few months, CoreCard had had dialogue with different parties with respect to a potential acquisition of CoreCard. Mr. Strange further stated that the CoreCard Board wanted to make a decision to either do a transaction, or focus on finding a new president for CoreCard. He also disclosed that CoreCard had begun an informal but comprehensive process to discover interest from third parties in order to maximize value for its stockholders.

On February 24, 2025, Mr. Strange had a call with Mr. Brown, during which Mr. Strange confirmed that the CoreCard Board’s pricing expectations set forth in the process letter were what had been shared with all other interested parties.

On February 25, 2025, Mr. Strange emailed all parties who had received the process letter directly from him, extending the deadline from February 26, 2025 to March 5, 2025.

On February 25, 2025, Mr. White and representatives of Party B had a meeting, during which Mr. White clarified the strategic alternatives process that CoreCard was undertaking and had set forth in the “process” letter.

On February 25, 2025, CoreCard held a meeting with Party F, during which representatives of CoreCard provided a presentation regarding CoreCard. No further discussions between the parties resulted from this meeting.

On February 26, 2025, representatives of CoreCard were contacted by a representative of a company, which we refer to as Party I, expressing Party I’s interest in a potential transaction with CoreCard.

On February 27, 2025, CoreCard entered into a confidentiality agreement with Party I. The confidentiality agreement did not contain any transaction exclusivity or standstill provisions. On the same date, representatives of CoreCard held a meeting with representatives of Party I regarding a potential transaction.

On February 28, 2025, CoreCard granted data room access to representatives of Party I.

On March 4, 2025, representatives of CoreCard had a meeting with representatives of Party G regarding Party G’s interest in a potential transaction with CoreCard. Nothing further came out of the discussions between the parties.

On March 5, 2025, CoreCard received a non-binding indicative offer from Euronet, proposing an enterprise value for CoreCard in the range of $200-220 million, which would result in an acquisition price in the range of $230-$250 million, with the form of consideration unspecified, in a debt free transaction with a minimum working capital threshold, subject to, among other things, a satisfactory outcome of Euronet’s due diligence, entry into a binding merger agreement, and a five-year non-compete for members of CoreCard’s management.

Also, on March 5, 2025, representatives of CoreCard held a second meeting with representatives of Party I regarding a potential transaction. Nothing further came out of the discussions between the parties.

On March 18, 2025, a representative of Euronet contacted Mr. Strange to inquire as to the CoreCard response to Euronet’s non-binding indicative offer to acquire CoreCard.

On March 21, 2025, the CoreCard Board met, with Mr. White and representatives of Kilpatrick Townsend & Stockton LLP (“Kilpatrick”), outside counsel to CoreCard, in attendance. During the meeting, Mr. Strange updated the CoreCard Board on CoreCard’s strategic alternatives efforts to date. The CoreCard Board also reviewed and discussed the non-binding indicative offer from Euronet and authorized management to work towards a potential transaction with Euronet. Mr. Strange and representatives of Kilpatrick also reviewed with the members of the CoreCard Board their fiduciary duties in the context of a potential acquisition. The CoreCard Board authorized CoreCard management to continue discussions with Euronet on a non-exclusive basis to see if acceptable acquisition terms could be agreed.

Also, on March 21, 2025, Mr. Strange emailed representatives at Euronet to let them know that the CoreCard Board had authorized CoreCard management to proceed with negotiations to work towards a potential transaction.

In addition, on March 21, 2025, a representative from an investment banking firm contacted Mr. White to inform him of another party potentially interested in a transaction with CoreCard, which we refer to as Party J, and asked if CoreCard would be open to an introduction to Party J.

On March 24, 2025, Mr. Strange had a call with a representative of Euronet, during which Mr. Strange advised the representative that CoreCard was not likely to grant Euronet transaction exclusivity. During the call, they also discussed that the final purchase price would still need to be negotiated between the parties after Euronet had completed its due diligence process.

On March 26, 2025, representatives of Kilpatrick had a call with the internal legal team at Euronet to discuss the process of working towards a potential deal, including the due diligence process and negotiation of a definitive merger agreement. The representatives of Euronet confirmed to Kilpatrick that Euronet had not yet made a determination on the form of consideration that would be payable in a potential transaction.

On March 31, 2025, representatives of Party J met with CoreCard at CoreCard’s executive offices in Atlanta to discuss a potential transaction. Party J proposed a reverse merger between the parties in an all-stock transaction.

Also, on March 31, 2025, representatives of Kilpatrick contacted the internal legal team at Euronet and proposed, on behalf of CoreCard, that the parties enter into a new confidentiality agreement for purposes of continuing discussions with respect to a potential transaction between the parties.

On April 2, 2025, CoreCard and Euronet entered into a new confidentiality agreement, which included standard mutual confidentiality obligations and a non-solicitation and hiring clause with respect to the other party’s employees for a period of one year. The confidentiality agreement did not contain any transaction exclusivity or standstill provisions.

On April 2, 2025, Euronet provided CoreCard with a follow-up due diligence request list for its continued due diligence of CoreCard.

On April 3, 2025, CoreCard invited Party J to participate in the ongoing process and, if interested, requested that Party J provide CoreCard with a preliminary indication of interest by April 9, 2025, as well as information regarding a valuation for Party J, which was a private company with no readily ascertainable value.

Between April 3, 2025, and May 22, 2025, Euronet continued its due diligence with respect to CoreCard, which included review of materials provided by CoreCard in the data room, as well as emails, calls and meetings between the representatives of the parties.

On April 4, 2025, the CoreCard Board met, with Mr. White and representatives of Kilpatrick in attendance. During the meeting, Mr. Strange updated the CoreCard Board on recent developments with respect to CoreCard’s strategic alternatives efforts, including a discussion regarding Party J and an update to the CoreCard Board on the status of the potential transaction with Euronet.

On April 9, 2025, Party J delivered a confidential non-binding letter of intent to CoreCard, which proposed a combination of CoreCard and Party J through a reverse merger, with CoreCard valued at $225 million and Party J valued at between $1.1 billion and $1.9 billion (depending on the outcome of a then ongoing round of fundraising), and with CoreCard Stockholders receiving 15% in cash and the remainder in stock of the combined company.

On April 18, 2025, the CoreCard Board met, with Mr. White and a representative of Kilpatrick in attendance. During the meeting, Mr. Strange informed the CoreCard Board that Party J had submitted a confidential non-binding letter of intent to CoreCard on April 9, 2025, a copy of which was provided to the Board in advance of the meeting. Mr. Strange reviewed the terms of the non-binding letter of intent from Party J with the CoreCard Board. The CoreCard Board discussed the difficulty of evaluating Party J’s proposal due to the lack of audited financial information for Party J. Mr. Strange noted that management had requested further information, including financial information, from Party J, and would evaluate Party J’s proposal further once that information was received.

On May 6, 2025, Party J provided CoreCard with information regarding its product and projections, but did not provide any further proposed transaction terms.

On May 8, 2025, CoreCard held its earnings call for the first quarter of 2025. During the call, Mr. Strange stated that CoreCard may not be an independent company forever and was constantly evaluating opportunities. He further stated that the CoreCard Board was active in those discussions, as well as thinking about Mr. Strange’s potential successor, if CoreCard should choose to stay an independent company. Mr. Strange concluded by noting that both options were actively on the table.

On May 22, 2025, Mr. Strange advised representatives of Euronet that, given how far Euronet had progressed in its due diligence investigation of CoreCard, Euronet should provide CoreCard with an updated offer of terms for a proposed merger transaction.

On May 23, 2025, Euronet delivered a new non-binding indicative offer, proposing to acquire CoreCard for total merger consideration in the range of $210-$225 million, resulting in an enterprise value of CoreCard in the range of $180-$195 million, with consideration to be primarily composed of Euronet Common Stock, with a cash component, based on a debt-free transaction. The offer was subject to, among other things, the satisfactory outcome of Euronet’s due diligence investigation, the execution of a definitive merger agreement and entry by CoreCard’s management into a five-year non-compete agreement.

On May 23, 2025, the CoreCard Board met, with Mr. White and a representative of Kilpatrick in attendance. During the meeting, Mr. Strange discussed the status of progress with Euronet, including the terms of the non-binding indicative offer, dated May 23, 2025, that had been received by CoreCard from Euronet, a copy of which was provided to the CoreCard Board prior to the meeting. The CoreCard Board discussed the drop in price range from the prior non-binding indicative offer from Euronet. While the CoreCard Board authorized Mr. Strange to continue to provide Euronet access to diligence materials, the CoreCard Board also directed Mr. Strange to continue to seek to improve the proposed purchase price. Mr. Strange also provided the CoreCard Board an update regarding the status of continued discussions with Party J.

Also, on May 23, 2025, Mr. Strange informed a representative of Euronet that the CoreCard Board had authorized management to proceed with negotiations of a definitive merger agreement with Euronet.

From May 23, 2025, to June 6, 2025, Euronet continued its due diligence investigation of CoreCard, which included review of data room materials and a visit to CoreCard’s site in India.

On May 30, 2025, Mr. Strange informed the chief executive officer of Party J that CoreCard remained interested in a potential transaction with Party J, but that evaluating the financial position of Party J and the estimated valuation of the combined company following any proposed transaction would be potentially difficult.

On June 1, 2025, the chief executive officer of Party J sent Mr. Strange further details regarding Party J’s financial position and projected results.

On June 9, 2025, the chief executive officer of Party J reiterated Party J’s interest in acquiring CoreCard and proposed revised reverse merger transaction terms that would include $225 million for 100% of CoreCard’s equity, with 15% of the merger consideration payable in cash, in an amount equal to $33.75 million. The chief executive officer of Party J also indicated that he would be open to increasing the merger consideration payable to CoreCard Stockholders in cash, in the amount of CoreCard’s cash balance, which was on that date around $25 million, payable via, e.g., a special dividend, concurrent with the consummation of the proposed reverse merger transaction. The chief executive officer of Party J stated that this would bring the total cash delivered to CoreCard Stockholders to roughly US $58.75 million, while keeping the overall value of the proposed reverse merger intact

On June 10, 2025, the CoreCard Board met to discuss the proposed offer from Party J. Following the CoreCard Board meeting, Mr. Strange informed the chief executive officer of Party J that Party J’s lack of audited financial statements made the possibility of a deal with Party J more difficult.

Also on June 10, 2025, representatives of Euronet delivered an initial draft of a proposed merger agreement to Mr. Strange, which included the following key terms: (i) a proposed purchase price for CoreCard in the range of $202.6 million to $217.6 million; (ii) a definition of “Company Material Adverse Effect”, which generally defines the standard for closing risk, without exceptions for the loss of any CoreCard customers or licensees or similar events or developments; (iii) a “reasonable best efforts” covenant that excluded any requirement for Euronet to take any remedial actions, such as divestitures or other remedies with respect to CoreCard or Euronet, in order to secure antitrust approvals; (iv) broad representations and warranties of CoreCard; (v) limited representations and warranties of Euronet; (vi) a termination fee of $15 million payable by CoreCard under certain circumstances; (vii) a customary “no shop” provision with the right of CoreCard to accept a Superior Proposal after providing Euronet with a right to match such proposal, with a “Superior Proposal” defined as a bona fide proposal to acquire at least 85% of the stock or assets of CoreCard that is deemed to be more favorable to CoreCard’s stockholders from a financial point of view than the Merger; (xiii) closing conditions to the Merger to include required third party consents and the satisfactory results of Euronet’s continued information technology and CoreCard technology due diligence in the period between signing and closing; and (ix) a provision stating that the Merger will be structured as a reorganization under Section 368(a) of the Code. Euronet’s initial draft of the proposed merger agreement also provided that, for a period twelve months, each CoreCard employee who continued to be employed by Euronet or the surviving company in the merger would receive a base salary or wages and target cash incentive compensation opportunities, severance benefits and employee benefits no less favorable, in the aggregate, than those as in effect for such employees immediately prior to the merger. Except as was proposed in Euronet’s initial draft of the merger agreement, the parties have not discussed or negotiated for any continued employment of, or new compensation arrangements for, CoreCard employees following the Merger.

On June 13, 2025, CoreCard engaged KBW solely to render an opinion to the CoreCard Board as to the fairness, from a financial point of view, of the consideration to be paid to holders of CoreCard Common Stock in a potential acquisition of CoreCard.

On June 16, 2025, the CoreCard Board met, with Mr. White and representatives of Kilpatrick in attendance. During the meeting, Mr. Strange updated the CoreCard Board on the transaction process involving Euronet, including the proposed purchase price contemplated in the draft merger agreement provided by Euronet. The CoreCard Board noted that further review of the purchase price would be necessary in light of CoreCard’s then-current stock price as the merger agreement was negotiated. Mr. Strange also updated the CoreCard Board on continued discussions with Party J, and noted that the reverse merger structure proposed by Party J created the need for significant “reverse” due diligence on the part of CoreCard, as well as meaningful transaction risk. Mr. Strange agreed to provide the CoreCard Board with further updates as negotiations with Party J progressed.

On July 18, 2025, Mr. Strange informed the chief executive officer of Party J that the CoreCard Board was concerned that Party J’s financial statements were not audited, despite its future plans to become a public company, and that an audit of the combined enterprise would be required, should CoreCard enter into a business combination transaction with Party J. Mr. Strange concluded by explaining that CoreCard intended to continue discussions with a different interested party over the next few weeks and, depending on the outcome of those discussions, could possibly return to negotiations with Party J.

On June 18, 2025, representatives of Kilpatrick had a call with representatives from the internal legal department of Euronet to discuss the draft merger agreement.

On June 20, 2025, Kilpatrick, delivered a revised draft of the merger agreement to representatives from the internal legal department of Euronet. CoreCard’s revisions reflected a number of changes to the initial draft merger agreement delivered to CoreCard, including: (i) new exceptions to the definition of “Company Material Adverse Effect” to exclude, among other things, the loss of any customer or licensee of CoreCard; (ii) a markup of the representations and warranties of CoreCard to, among other things, include additional “Company Material Adverse Effect” and other materiality and knowledge qualifiers; (iii) expanded the representations and warranties of Euronet; (iv) a new definition of “Parent Material Adverse Effect”, to allow CoreCard to terminate the Merger Agreement in the event of certain changes or developments that would result in a material adverse effect to Euronet prior to consummation of the Merger; (v) a “hell or high water” regulatory efforts covenant requiring Euronet to take all

required actions (including divestitures and other remedies with respect to Euronet or CoreCard) to secure antitrust approvals; (vi) a reduced termination fee payable by CoreCard in an amount equal to 2.5% of the aggregate merger consideration; and (vii) the removal of any third party consents and Euronet diligence review as a closing condition to the merger. The CoreCard markup also proposed an initial outside date of six months from the date of signing the merger agreement and stated that the purchase price for CoreCard remained under negotiation between the parties.

On June 24, 2025, Mr. Strange spoke to a representative of Euronet regarding the progress of negotiations between the parties.

On July 8, 2025, on a call with a representative of Euronet, Mr. Strange conveyed that Euronet seemed to have slowed the pace of negotiation of the proposed merger agreement, potentially due to CoreCard’s then-current stock price, which was in excess of the per share price implied by Euronet’s most recent offer, and he questioned Euronet’s interest in proceeding with a transaction in the near-term. He expressed that, if that was the case, CoreCard would need to proceed in another direction, and that CoreCard would also consider whether to terminate Euronet’s access to the data room.

On July 11, 2025, Mr. Strange advised the chief executive officer of Party J that CoreCard was prepared to begin its due diligence regarding Party J. Mr. Strange outlined CoreCard’s concerns with respect to a potential transaction with Party J and highlighted areas of diligence that would need to be provided by Party J for review and consideration by CoreCard.

On July 14, 2025, Party J provided representatives of CoreCard with access to a virtual data room for CoreCard to proceed with its due diligence process regarding Party J.

On July 16, 2025, representatives from the internal legal department of Euronet delivered a revised draft of the merger agreement to Kilpatrick, which among other key changes: (i) removed exceptions CoreCard had included in its version of the definition of “Company Material Adverse Effect” that would have excluded, among other things, the loss of any customer or licensee of CoreCard; (ii) increased the termination fee payable by CoreCard in certain circumstances to $12 million; (iii) removed the “hell or high water” regulatory efforts covenant that CoreCard had added, and reverted to a standard that would not have required Euronet to take any remedial actions to secure antitrust approvals; and (iv) removed certain representations and warranties of Euronet. Euronet’s revised merger agreement also proposed that in-the-money CoreCord employee stock options would be cashed out in the Merger.

On July 17 and July 18, 2025, representatives of CoreCard met with representatives of Party J. During the meetings, the representatives of Party J verbally revised Party J’s acquisition offer to a CoreCard valuation of $250 million, with a value of Party J for the reverse merger at $1 billion.

Between July 18, 2025, and July 20, 2025, Mr. Strange continued to convey to representatives of Euronet that CoreCard should be valued at no less than $250 million, or approximately $30 per share of CoreCard Common Stock.

On July 21, 2025, Mr. Strange spoke with representatives of Euronet, who indicated that Euronet was considering increasing the proposed enterprise value of CoreCard to $250 million, or approximately $30 per share of CoreCard Common Stock.

Later in the day on July 21, 2025, representatives from the internal legal department of Euronet delivered to Kilpatrick a further revised draft of the merger agreement, which proposed that, in the Merger, each share of CoreCard Common Stock would be exchanged into the right to receive a number of shares of Euronet Common Stock equal to an exchange ratio of (i): if the Euronet Stock Price (as defined below) is equal to or less than $95.95, 0.3127; (b) if the Euronet Stock Price is greater than $95.95 but less than $106.05, the quotient obtained by dividing $30.00 by the Euronet Stock Price, rounded to four decimal places; or (c) if the Euronet Stock Price is greater than or equal to $106.05, 0.2829. Accordingly, the Euronet draft of the merger agreement proposed a stock-for-stock merger transaction that valued CoreCard at approximately $250 million, or $30 per share of CoreCard Common Stock. Euronet also proposed a definition of “Euronet Stock Price” to be the volume weighted average price per share of Euronet Common Stock on Nasdaq for the fifteen consecutive trading days prior to the Merger. The further revised Euronet draft also contemplated that each outstanding and unvested CoreCard restricted stock unit (“RSU”) award would become vested and automatically be converted into the right to receive the same merger consideration in the Merger as any other shares of CoreCard Common Stock.

Also on July 21, 2025, Mr. Strange received a revised proposal of deal terms from a representative of Euronet, which included a target price of $30 per share, to be paid either 100% in Euronet Common Stock or 30% in cash and 70% in Euronet Common Stock. The proposed terms stated that the stock consideration would include a 7% downside

collar and a 3% upside collar. The intention of the proposal was for the proposed transaction to qualify as a tax-free reorganization. The proposal noted that RSUs would receive the split of 30% cash / 70% stock that all other CoreCard Stockholders would receive, while employee stock options would be cashed out at closing.

On July 22, 2025, the CoreCard Board met, with Mr. White and a representative of Kilpatrick in attendance. During the meeting, Mr. Strange updated the Board on the status of discussions with Party J and the CoreCard Board continued to discuss its concerns regarding Party J’s unaudited financial statements, and that value for CoreCard’s stockholders in a transaction with Party J would depend on the growth and future success of an earlier-stage buyer, but concluded that CoreCard management should continue to engage with Party J while negotiations with Euronet were being finalized.

On July 23, 2025, Kilpatrick delivered a revised draft of the merger agreement to representatives from the internal legal department of Euronet, which, among other key changes: (i) reinserted the exception to the definition of “Company Material Adverse Effect” to exclude the loss of any customer or licensee of CoreCard; (ii) proposed a reverse termination fee of $7.5 million to be paid by Euronet under certain circumstances; (iii) reduced the termination fee payable by CoreCard under certain circumstances to $7.5 million; (iv) reinserted certain representations and warranties of Euronet; (v) added a “clear skies” provision and a requirement that Euronet would need to take all remedial action (other than those actions that would result in a material adverse effect to Euronet) with respect to Euronet’s efforts to obtain antitrust approvals; and (vi) clarified that any continued IT systems and CoreCard technology due diligence review conducted by Euronet after signing of the merger agreement, and Euronet’s satisfaction with the results thereof, would not be a condition to the Merger. The CoreCard draft also noted that the form of consideration and exchange ratio remained under discussion among the parties.

On July 25, 2025, the Euronet Board, which had repeatedly discussed and been briefed on the Merger over the prior months, met to discuss and consider the proposed Merger, including the status and potential terms and timing thereof. Messrs. Weller, Caponecchi, and Godderz were in attendance. Members of Euronet management and Euronet representatives updated the Euronet Board on the terms and conditions of the proposed merger agreement for the Merger, and reported that the negotiations were nearing completion and the transaction documents were close to final form. The Euronet Board then engaged in a discussion regarding various aspects of the Merger, including the factors described under the section entitled “The Merger—Euronet’s Reasons for the Merger” beginning on page 53 of this proxy statement/prospectus. Following this discussion, the Euronet Board unanimously approved the proposed merger agreement for the Merger and the transactions contemplated thereby.

On July 25, 2025, representatives from the internal legal department of Euronet delivered a revised draft merger agreement to Kilpatrick, which, among other key changes: (i) acknowledged that the parties were discussing an 80% stock/20% cash split for shares of CoreCard Common Stock and RSUs with a symmetrical 7% collar, (ii) removed any reverse termination fee payable by Euronet; (iii) increased the termination fee payable by CoreCard to $10 million; (iv) deleted the representations and warranties of Euronet with respect to tax matters; and (v) deleted the “clear skies” provision and reinserted the provision that provided that Euronet need not take any remedial actions with respect to its efforts to obtain antitrust approvals.

From July 25, 2025, to July 27, 2025, representatives of Stinson LLP, outside counsel to Euronet (“Stinson”), representatives from Euronet, and representatives of Kilpatrick held calls to further discuss certain provisions of the draft merger agreement, including how to address antitrust matters and tax matters in the merger agreement.

On July 26, 2025, Kilpatrick sent to Stinson and representatives of Euronet an initial draft of the CoreCard disclosure letter in connection with the draft merger agreement.

On July 27, 2025, Kilpatrick sent to Stinson and representatives of Euronet a further revised draft of the merger agreement which, among other things: (i) noted that provisions would need to be included to prevent cash from exceeding 20% under applicable tax rules so that the transaction could continue to qualify as a tax-free reorganization; (ii) reduced the termination fee payable by CoreCard to $7.5 million, (iii) included representations and warranties of Euronet with respect to tax matters; and (iv) noted that the parties were continuing to discuss how to handle antitrust matters in the merger agreement.

On July 28, 2025, Kilpatrick sent to Stinson and representatives of Euronet a further revised draft of the merger agreement that provided that Euronet would be required to take remedial action with respect to obtaining antitrust approvals unless those actions were material restrictions or requirements on, or were with respect to any material assets or business, of Euronet or CoreCard.

Also on July 28, 2025, representatives of CoreCard met with representatives of Euronet to discuss the economic terms of the merger consideration, in particular, to determine the cash/stock split of the merger consideration and the collar for the stock merger consideration.

In addition, on July 28, 2025, the CoreCard Board met, with Mr. White, representatives of Kilpatrick and representatives of KBW in attendance. During the meeting, the CoreCard Board discussed with management and Kilpatrick the status of the transaction, including the material terms of the proposed merger agreement.

Later in the day on July 28, 2025, representatives from Stinson delivered a revised draft of the merger agreement to Kilpatrick, which, among other things, provided for merger consideration of $4.50 in cash per share of CoreCard Common Stock, plus the number of shares of Euronet Common Stock equal to a revised exchange ratio determined as follows: (a) if the Euronet Stock Price is equal to or less than $95.4798, 0.2671; (b) if the Euronet Stock Price is greater than $95.4798 but less than $107.7997, the quotient obtained by dividing $25.50 by the Euronet Stock Price, rounded to four decimal places; or (c) if the Euronet Stock Price is greater than or equal to $107.7997, 0.2365.

On July 29, 2025, Kilpatrick delivered to Stinson and representatives of Euronet an updated draft of the CoreCard disclosure letter in connection with the draft merger agreement.

Also on July 29, 2025, the CoreCard Board met, with members of CoreCard’s senior management, representatives of Kilpatrick and representatives of KBW in attendance, to discuss the status of the merger agreement negotiations with Euronet. Representatives of KBW preliminarily reviewed financial aspects of the proposed merger and preliminarily discussed the opinion to be delivered by KBW, and representatives of Kilpatrick reviewed with the CoreCard Board the material terms of the Euronet draft of the merger agreement.

In addition, on July 29, 2025, a representative of Party J reached out to Mr. Strange and reiterated Party J’s interest in pursuing a potential transaction with CoreCard.

Also on July 29, 2025, representatives of Kilpatrick and Stinson also continued to hold conversations and exchange drafts of the merger agreement, with discussions focused in particular on the form of consideration that would be payable to holders of CoreCard Common Stock in the Merger, including how to ensure that the Merger would be treated as a tax-free reorganization. As a result of these discussions, the parties agreed on July 29, 2025, that the transaction should be a stock-for-stock deal in order to qualify as a tax-free reorganization. Accordingly, later on July 29, 2025, representatives from Stinson proposed a revised draft of merger agreement to Kilpatrick reflecting an all-stock transaction.

On July 30, 2025, the CoreCard Board met, with members of CoreCard’s senior management, representatives of KBW and representatives of Kilpatrick in attendance. During the meeting, KBW reviewed the financial aspects of the proposed Merger and rendered to the CoreCard Board an opinion, to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its opinion, the exchange ratio (which was defined in the opinion as the exchange ratio obtained by dividing $30.00 by the Euronet Stock Price, rounded to four decimal places) in the Merger was fair, from a financial point of view, to the holders of CoreCard Common Stock (see the section titled “Opinion of Keefe, Bruyette & Woods, Inc.” for a description of KBW’s opinion). In addition, Kilpatrick reviewed with the CoreCard Board the material terms of the merger agreement. Following these discussions, the CoreCard Board unanimously (i) determined that the Merger and the other transactions contemplated by the Merger Agreement, taken together, are on terms that are fair to, advisable and in the best interests of CoreCard and its stockholders, (ii) approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated thereby, (iii) directed that the adoption of the Merger Agreement be submitted to the stockholders of CoreCard at a special meeting of stockholders, and (iv) resolved to recommend that the stockholders of CoreCard approve and adopt the Merger Agreement.

Also on July 30, 2025, Kilpatrick finalized and delivered the CoreCard disclosure letter to representatives of Euronet and Stinson, and Stinson delivered a final version of the Merger Agreement.

Later in the day of July 30, 2025, Euronet and CoreCard executed the Merger Agreement and issued a joint press release announcing their entry into the Merger Agreement.

On July 25, 2025, the Euronet Board unanimously determined that it was in the best interests of Euronet to enter into the Merger Agreement and approved and declared advisable the Merger Agreement and the transactions contemplated thereby.

In the course of reaching its determinations and recommendations, the Euronet Board consulted with Euronet’s executive management team and considered a number of factors. Euronet’s reasons for the merger include the following:

The Euronet Board also considered a number of uncertainties, risks and other countervailing factors concerning the Merger and the Merger Agreement in its deliberations concerning the Merger and the Merger Agreement, taking into account the results of Euronet’s due diligence review of CoreCard. These uncertainties, risks, and other countervailing factors include the following:

The foregoing discussion of factors considered by Euronet is not intended to be exhaustive but summarizes certain material factors considered by the Euronet Board. In light of the variety of factors considered in connection with their evaluation of the Merger Agreement and the Merger, the Euronet Board did not find it practicable to, and did not, quantify, rank or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Euronet Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Euronet Board based its recommendation on the totality of the information presented, including thorough discussions with, and questioning of, Euronet’s executive management team and Euronet’s legal counsel.

It should be noted that this explanation of the reasoning of the Euronet Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 20 of this proxy statement/prospectus.

On July 30, 2025, the CoreCard Board unanimously determined that it is advisable and in the best interests of CoreCard and CoreCard Stockholders for CoreCard to enter into the Merger Agreement and complete the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement and approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger. The CoreCard Board unanimously recommends that CoreCard Stockholders vote “FOR” the Merger Agreement Proposal.

In evaluating the Merger Agreement and the Merger, the CoreCard Board consulted with CoreCard’s management and legal advisor. In recommending that CoreCard Stockholders vote their shares of CoreCard Common Stock in favor of the Merger Agreement Proposal, the Advisory Compensation Proposal and the Adjournment Proposal, the CoreCard Board considered a number of factors, including the following (not necessarily listed in order of relative importance):

The CoreCard Board also considered a number of uncertainties, risks and other factors in its deliberations concerning the Merger and the Merger Agreement Transactions, including the following (not necessarily listed in order of relative importance):

The CoreCard Board believed that, overall, the potential benefits of the Merger to CoreCard Stockholders outweighed the risks and uncertainties of the Merger and outweighed CoreCard’s other financial and strategic alternatives, including to continue to operate as a standalone public company.

This discussion of the information and factors considered by the CoreCard Board in reaching its conclusions and recommendation includes the principal factors considered by the CoreCard Board, but is not intended to be exhaustive and may not include all of the factors considered by the CoreCard Board. In view of the wide variety of factors considered in connection with its evaluation of the Merger and the Merger Agreement, and the complexity of these matters, the CoreCard Board did not find it useful and did not attempt to quantify, rank or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the Merger and the Merger Agreement, and to make its recommendation to CoreCard Stockholders. Rather, the CoreCard Board viewed its decisions as being based on the totality of the information presented to it and the factors it considered, including through its discussions with, and questioning of, members of CoreCard’s senior management and CoreCard’s advisors, as well as its experience and history. In addition, individual members of the CoreCard Board may have assigned different weights to different factors.

Certain of CoreCard’s directors and executive officers have interests in the Merger that are different from, or in addition to, those of CoreCard Stockholders generally. The CoreCard Board was aware of and considered these potential interests, among other matters, in evaluating the Merger and in making its recommendation to CoreCard Stockholders. For a discussion of these interests, see the section entitled “—Interests of Certain CoreCard Directors and Executive Officers in the Merger” beginning on page 69 of this proxy statement/prospectus.

On July 30, 2025, the CoreCard Board unanimously (a) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (b) determined that the Merger Agreement and the transactions contemplated thereby are in the best interests of CoreCard and its stockholders, (c) resolved to recommend adoption of the Merger Agreement by the stockholders entitled to vote thereon and (d) directed that the Merger Agreement be submitted to stockholders of CoreCard for adoption at a meeting of stockholders of CoreCard to be held to consider the adoption of the Merger Agreement. The CoreCard Board unanimously recommends that CoreCard Stockholders vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Advisory Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

CoreCard does not, as a matter of course, publicly disclose long-term projections as to future revenues, earnings or other results due to, among other reasons, the inherent uncertainty of the underlying assumptions and estimates. However, certain non-public financial forecasts covering multiple years, prepared by CoreCard management and not for public disclosure, were provided to the CoreCard Board in connection with its evaluation of the Merger and were also provided to KBW for use by KBW in the financial analyses performed by it in connection with the opinion described under the section entitled “—Opinion of Keefe, Bruyette & Woods, Inc.” beginning on page 61 of this proxy statement/prospectus.

The summary of these financial forecasts presented below is not included in this proxy statement/prospectus to influence any CoreCard Stockholder’s decision whether to vote for or against the Merger Agreement Proposal or the Advisory Compensation Proposal, but is included solely to give CoreCard Stockholders access to these forecasts, because these forecasts were made available to the CoreCard Board and KBW.

The inclusion in this proxy statement/prospectus of a summary of the CoreCard forecasted financial information should not be regarded as an indication that the CoreCard Board, or that CoreCard or Euronet (or any of their respective affiliates, officers, directors, advisors or other representatives) or any other person, considered, or now considers, the CoreCard forecasted financial information to be necessarily predictive of actual future events or results of CoreCard’s or Euronet’s operations and should not be relied upon as such. CoreCard management’s internal financial forecasts, upon which the CoreCard forecasted financial information was based, are subjective in many respects. There can be no assurance that the CoreCard forecasted financial information will be realized or that actual results will not be significantly higher or lower than forecasted. The CoreCard forecasted financial information covers multiple years, and such information by its nature becomes subject to greater uncertainty with each successive year. As a result, the CoreCard forecasted financial information summarized in this proxy statement/prospectus should not be relied on as necessarily predictive of actual future events.

In addition, the CoreCard forecasted financial information was not prepared with a view to compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The forecasted financial information included in this proxy statement/prospectus has been prepared by, and is the responsibility of, CoreCard’s management. Neither Nichols, Cauley & Associates, LLC, CoreCard’s prior independent registered public accounting

firm for the years ended December 31, 2024 and 2023, nor Cherry Bekaert LLP, CoreCard’s current independent registered public accounting firm, has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the CoreCard forecasted financial information and neither firm expresses an opinion or any other form of assurance with respect thereto. The Nichols, Cauley & Associates, LLC reports incorporated by reference into this proxy statement/prospectus relate to CoreCard’s previously issued financial statements as of December 31, 2024 and 2024 and for the two years ended 2024. Those reports do not extend to the CoreCard forecasted financial information and should not be read as doing so. Neither Euronet’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

The CoreCard forecasted financial information was based on numerous variables and assumptions that were deemed to be reasonable as of the date when such forecasted financial information was finalized. Such assumptions relate to variables, most of which are beyond CoreCard’s control, that are inherently uncertain and difficult to predict or estimate. Projected revenue is subject to various factors and contingencies, in particular the number and value of professional services contracts that CoreCard’s customers will require in a given period. CoreCard’s customers typically request CoreCard’s professional services to modify or enhance their CoreCard software implementation based on their specific business strategy and operational requirements, which vary from customer to customer and period to period, which is subject to variability based on, among other things, customer orders that may increase or decrease relative to CoreCard’s expectations based on macroeconomic, industry or customer-specific conditions. Assumptions that were used by CoreCard in developing the CoreCard forecasted financial information include, but are not limited to, the following:

The CoreCard forecasted financial information also reflects assumptions regarding the continuing nature of certain business decisions that, in reality, would be subject to change. The CoreCard forecasted financial information was based on information known to CoreCard management as of July 30, 2025.

Important factors that may affect actual results and cause the CoreCard forecasted financial information not to be achieved include, but are not limited to, uncertainties relating to CoreCard’s business (including the ability to achieve strategic goals, objectives and targets), industry performance, the legal and regulatory environment, general business and economic conditions and other factors described in this proxy/statement prospectus or described or referenced in CoreCard’s filings with the SEC, including CoreCard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. The CoreCard forecasted financial information constitutes “forward-looking statements,” and actual results may differ materially and adversely from those projected. For more information, see the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 20 of this proxy statement/prospectus. In addition, the CoreCard forecasted financial information reflects assumptions as to certain business decisions that are subject to change and subjective judgment that is susceptible to multiple interpretations and to periodic revisions based on actual experience and business developments. The CoreCard forecasted financial information does not reflect revised prospects for the respective businesses of CoreCard and Euronet, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the CoreCard forecasted financial information was prepared.

The CoreCard forecasted financial information was developed for use by the CoreCard Board in its evaluation of the Merger and by KBW for purposes of its financial analysis and opinion utilizing CoreCard management’s best then available estimates and judgments at the time of its preparation. The CoreCard forecasted financial information was developed on a standalone basis without giving effect to the Merger, and therefore, the CoreCard forecasted financial information does not give effect to the Merger or any changes to the combined company’s operations or strategy that may be implemented after the Effective Time if the Merger is completed, including potential cost synergies to be realized as a result of the Merger, or to any costs incurred in connection with the Merger or any potential dispositions. Furthermore, the CoreCard forecasted financial information does not take into account the effect of any failure of the Merger and should not be viewed as accurate or continuing in that context.

Accordingly, there can be no assurance that the CoreCard forecasted financial information will be realized or that CoreCard’s future financial results will not vary materially from the CoreCard forecasted financial information. None of CoreCard, Euronet or any of their respective affiliates, officers, directors, advisors or other representatives can give any assurance that actual results will not differ from the CoreCard forecasted financial information, and none of CoreCard, Euronet or any of their respective affiliates undertakes any obligation to update or otherwise revise or reconcile the CoreCard forecasted financial information to reflect circumstances existing or developments and events occurring after the date of the CoreCard forecasted financial information or that may occur in the future, even in the event that any or all of the assumptions underlying the CoreCard forecasted financial information are not realized or are shown to be inappropriate, including with respect to the accounting treatment of the Merger under GAAP, or to reflect changes in general economic or industry conditions. CoreCard and Euronet do not intend to make available publicly any update or other revision to the CoreCard forecasted financial information, except as otherwise required by applicable law. None of CoreCard, Euronet or any of their respective affiliates, officers, directors, advisors or other representatives has made or makes any representation to any CoreCard Stockholder or any other person regarding the ultimate performance of CoreCard or Euronet compared to the information contained in the CoreCard forecasted financial information or that the outcomes reflected in or implied by the CoreCard forecasted financial information will be achieved. The inclusion in this proxy statement/prospectus of a summary of the CoreCard forecasted financial information should not be deemed an admission or representation by CoreCard, Euronet or any of their respective advisors or other representatives or any other person that the CoreCard forecasted financial information or such summary is viewed as material information of CoreCard or Euronet, particularly in light of the inherent risks and uncertainties associated with such forecasts.

In light of the foregoing factors and considering that the special meeting will be held several months after the CoreCard forecasted financial information was prepared, as well as the uncertainties inherent in the CoreCard forecasted financial information, CoreCard Stockholders are cautioned not to place undue, if any, reliance on the information presented in this summary of the CoreCard forecasted financial information, and CoreCard and Euronet urge all CoreCard Stockholders to review CoreCard’s most recent SEC filings for a description of CoreCard’s reported financial results and Euronet’s most recent SEC filings for a description of Euronet’s reported financial results. For additional information, see the section entitled “Where You Can Find More Information” beginning on page 114 of this proxy statement/prospectus.

Summary of CoreCard Unaudited Forecasted Financial Information⁽¹⁾

CoreCard engaged Keefe, Bruyette & Woods, Inc. (“KBW”) to render an opinion to the CoreCard Board as to the fairness, from a financial point of view, to holders of CoreCard Common Stock of the Exchange Ratio in the Merger. CoreCard selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the Merger. As part of its investment banking business, KBW is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

As part of its engagement, representatives of KBW attended the meeting of the CoreCard Board held on July 30, 2025 at which the CoreCard Board evaluated the proposed Merger. At this meeting, KBW reviewed the financial aspects of the proposed Merger and rendered to the CoreCard Board an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its opinion, the Exchange Ratio (which was defined in the opinion as the exchange ratio obtained by dividing $30.00 by the Euronet Stock Price, rounded to four decimal places) in the Merger was fair, from a financial point of view, to the holders of CoreCard Common Stock. The CoreCard Board approved the Merger Agreement at this meeting.

The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex B to this document and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.

KBW’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the CoreCard Board (in its capacity as such) in connection with its consideration of the financial terms of the Merger. The opinion addressed only the fairness, from a financial point of view, to the holders of CoreCard Common Stock of the exchange ratio (as defined in the opinion) in the Merger. It did not address the underlying business decision to engage in the Merger or enter into the Merger Agreement or constitute a recommendation to the CoreCard Board in connection with the Merger, and it does not constitute a recommendation to any holder of CoreCard Common Stock or any stockholder of any other entity as to how to vote or act in connection with the Merger or any other matter, nor does it constitute a recommendation regarding whether or not any such shareholder or stockholder should enter into a voting, shareholders’, or affiliates’ or similar agreement with respect to the Merger or exercise any dissenters’ or appraisal rights that may be available to such shareholder or stockholder.

KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of CoreCard and Euronet and bearing upon the Merger, including among other things:

KBW’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following: 

KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the financial technology and payments industries generally. KBW also participated in discussions with the management of CoreCard regarding the past and current business operations, regulatory relations, financial condition and future prospects of CoreCard and such other matters as KBW deemed relevant to its inquiry. In addition, KBW considered the results of the efforts undertaken by CoreCard to solicit indications of interest from third parties regarding a potential transaction with CoreCard.

In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information that was provided to or discussed with it or that was publicly available and did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied upon the management of CoreCard as to the reasonableness and achievability of the financial and operating forecasts and projections of CoreCard and the publicly available consensus “street estimates” of Euronet, all as referred to above (and the assumptions and bases for all such information), and KBW assumed that all such information represented, or in the case of the Euronet “street estimates” referred to above that such estimates were reasonable estimates consistent with, the best currently available estimates and judgments of CoreCard management and that the forecasts, projections and estimates reflected in such information would be realized in the amounts and in the time periods estimated.

It is understood that the portion of the foregoing financial information that was provided to KBW was not prepared with the expectation of public disclosure and that all of the foregoing financial information, including the publicly available consensus “street estimates” of Euronet referred to above, was based on numerous variables and assumptions that are inherently uncertain and, accordingly, actual results could vary significantly from those set forth in such information. KBW assumed, based on discussions with CoreCard management and with the consent of the CoreCard Board, that all such information provided a reasonable basis upon which KBW could form its opinion and KBW expressed no view as to any such information or the assumptions or bases therefor. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of CoreCard or Euronet since the date of the last financial statements that were made available to KBW. In rendering its opinion, KBW did not make or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of CoreCard or Euronet, nor did KBW evaluate the solvency, financial capability or fair value of CoreCard or Euronet under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Such estimates are inherently subject to uncertainty and should not be taken as KBW’s view of the actual value of any companies or assets.

KBW assumed that, in all respects material to its analyses:

KBW assumed that the Merger would be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations. KBW was further advised by CoreCard that CoreCard relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to CoreCard, Euronet, Merger Sub, the Merger and any related transaction and the Merger Agreement. KBW did not provide advice with respect to any such matters. KBW assumed, at the direction of CoreCard and without independent verification, that the Euronet Stock Price would not be less than $95.4798, and KBW expressed no opinion as to the exchange ratio collar provided for in the Merger Agreement.

KBW’s opinion addressed only the fairness, from a financial point of view, as of the date of such opinion, of the exchange ratio (as defined in the opinion) in the Merger to the holders of CoreCard Common Stock. KBW expressed no view or opinion as to any other terms or aspects of the Merger or any term or aspect of any related transaction, including without limitation, the form or structure of the Merger or any such related transaction, any consequences of the Merger or any such related transaction to CoreCard, its stockholders, creditors or otherwise, or any terms, aspects, merits or implications of any employment, consulting, voting, support, stockholder or other agreements, arrangements or understandings contemplated or entered into in connection with the Merger, any such related transaction, or otherwise. KBW’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of such opinion and the information made available to KBW through such date. There has been significant volatility in the stock and other financial markets arising from global tensions and political unrest, economic uncertainty, recently announced actual or threatened imposition of tariff increases, inflation, and prolonged higher interest rates. Developments subsequent to the date of KBW’s opinion may have affected, and may affect, the conclusion reached in KBW’s opinion and KBW did not and does not have an obligation to update, revise or reaffirm its opinion. KBW’s opinion did not address, and KBW expressed no view or opinion with respect to:

In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, CoreCard and Euronet. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, the KBW opinion was among several factors taken into consideration by the CoreCard Board in making its determination to approve the Merger Agreement and the Merger. Consequently, the analyses described below should not be viewed as determinative of the decision of the CoreCard Board with respect to the fairness of the Exchange Ratio in the Merger. The type and amount of consideration payable in the Merger were determined through negotiation between CoreCard and Euronet, and the decision of CoreCard to enter into the Merger Agreement was solely that of the CoreCard Board.

The following is a summary of the material financial analyses presented by KBW to the CoreCard Board in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by KBW to the CoreCard Board but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

Using publicly available information, KBW compared the market performance of CoreCard to 13 selected major exchange-traded payments infrastructure and issuer processor companies.

The selected companies were as follows (shown in descending order of market capitalization):

To perform this analysis, KBW used market price information as of July 29, 2025 and financial information for the latest 12 months (“LTM”) available or as of the end of such period. In addition, KBW used calendar year (“CY”) 2025 and CY 2026 revenue and adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) estimates (denoted here as “CY 2025E” and “CY 2026E”, respectively) taken from financial forecasts and projections of CoreCard provided by CoreCard management and publicly available consensus “street estimates” of the selected companies. KBW reviewed, among other things, the implied enterprise values of CoreCard and the selected companies as multiples of LTM, CY 2025 and CY 2026 revenue and adjusted EBITDA.

KBW’s analysis showed the following concerning the market performance of CoreCard and the selected companies (excluding the impact of the Enterprise Value-to-LTM Adjusted EBITDA and Enterprise Value-to-CY 2025E Adjusted EBITDA multiples for one of the selected companies, which multiples were considered to be not meaningful because they were greater than 20.0x):

In addition, KBW applied a range of Enterprise Value-to-LTM Revenue multiples of 2.3x to 3.3x derived from the 25^th percentile and median multiples of the selected companies to the LTM ended June 30, 2025 revenue of CoreCard, using the unaudited financial results of CoreCard provided by CoreCard. KBW applied a range of Enterprise Value-to-CY 2025E Revenue multiples of 2.2x to 3.2x derived from the 25^th percentile and median multiples of the selected companies to the CY 2025 estimated revenue of CoreCard, which was taken from financial forecasts and projections of CoreCard provided by CoreCard, and a range of Enterprise Value-to-CY 2026E Revenue multiples of 2.1x to 2.7x derived from the 25^th percentile and median multiples of the selected companies to the CY 2026 estimated revenue of CoreCard, which was also taken from financial forecasts and projections of CoreCard provided by CoreCard. KBW applied a range of Enterprise Value-to-LTM Adjusted EBITDA multiples of 6.8x to 9.3x derived from the 25^th percentile and median multiples of the selected companies to the LTM ended June 30, 2025 adjusted EBITDA of CoreCard, using the unaudited financial results of CoreCard provided by CoreCard. KBW applied a range of Enterprise Value-to-CY 2025E Adjusted EBITDA multiples of 6.4x to 9.2x derived from the 25^th percentile and median multiples of the selected companies to the CY 2025 estimated adjusted EBITDA of

CoreCard, which was taken from financial forecasts and projections of CoreCard provided by CoreCard, and a range of Enterprise Value-to-CY 2026E Adjusted EBITDA multiples of 5.8x to 9.7x derived from the 25^th percentile and median multiples of the selected companies to the CY 2026 estimated adjusted EBITDA of CoreCard, which was also taken from financial forecasts and projections of CoreCard provided by CoreCard. This analysis indicated the following ranges of the implied value per share of CoreCard Common Stock, as compared to an implied transaction equity value for the proposed merger of $30.00 per outstanding share of CoreCard Common Stock:

No company used as a comparison in the above selected companies analysis is identical to CoreCard. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

KBW performed a discounted cash flow analysis to estimate ranges for the implied equity value of CoreCard. In this analysis, KBW used financial and operating forecasts and projections of CoreCard provided by CoreCard management, and assumed discount rates ranging from 13.0% to 17.0%. The ranges of values were determined by adding (i) the present value of the estimated unlevered, after-tax free cash flows that CoreCard could generate over the period from January 1, 2025 to December 31, 2030 as a standalone company and (ii) the present value of implied terminal values of CoreCard at the end of such period. KBW derived implied terminal values using two methodologies, one based on perpetuity growth rates and the other based on adjusted EBITDA terminal value multiples. Using implied terminal values for CoreCard calculated by applying a perpetuity growth rate range of 2.0% to 3.0% to CoreCard’s CY 2030 estimated unlevered, after-tax free cash flows, this analysis resulted in a range of implied values per share of CoreCard Common Stock of $12.53 to $17.56, as compared to an implied transaction equity value for the proposed merger of $30.00 per outstanding share of CoreCard Common Stock. Using implied terminal values for CoreCard calculated by applying an adjusted EBITDA terminal value multiple range of 7.0x to 11.0x to CoreCard’s CY 2030 estimated adjusted EBITDA, this analysis resulted in a range of implied values per share of CoreCard Common Stock of $16.66 to $25.67, as compared to an implied transaction equity value for the proposed merger of $30.00 per outstanding share of CoreCard Common Stock.

The discounted cash flow analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions, including terminal values and discount rates. The discounted cash flow analysis did not purport to be indicative of the actual values or expected values of CoreCard.

Using publicly available information, KBW compared the market performance of Euronet to the 13 selected major exchange-traded payments infrastructure and issuer processor companies from the “CoreCard Selected Companies Analysis” and also five selected major exchange-traded cross-border payment and money transfer companies.

The selected cross-border payment and money transfer companies were as follows (shown in descending order of market capitalization):

To perform this analysis, KBW used market price information as of July 29, 2025 and financial information for the latest 12 months (“LTM”) available or as of the end of such period. In addition, KBW used CY 2025 and CY 2026 revenue and adjusted EBITDA estimates taken from publicly available consensus “street estimates” of Euronet and the selected companies. KBW reviewed, among other things, the implied enterprise values of Euronet and the selected companies as multiples of LTM, CY 2025 and CY 2026 revenue and adjusted EBITDA.

KBW’s analysis showed the following concerning the market performance of Euronet and the selected companies (excluding the impact of the Enterprise Value-to-LTM Adjusted EBITDA and Enterprise Value-to-CY 2025E Adjusted EBITDA multiples for one of the selected companies, which multiples were considered to be not meaningful because they were greater than 20.0x):

KBW’s analysis also showed the following concerning the market performance of Euronet and the five selected cross-border payment and money transfer companies:

In addition, KBW applied a range of Enterprise Value-to-LTM Adjusted EBITDA multiples of 6.9x to 8.3x derived from the 25^th percentile and median multiples of the selected companies to the LTM ended June 30, 2025 adjusted EBITDA of Euronet, using the unaudited financial results of Euronet for the fiscal quarters ended September 30, 2024, December 31, 2024 and March 31, 2025 and publicly available consensus “street estimates” of Euronet for the fiscal quarter ended June 30, 2025. KBW applied a range of Enterprise Value-to-CY 2025E Adjusted EBITDA multiples of 6.5x to 9.3x derived from the 25^th percentile and median multiples of the selected companies to the CY 2025 estimated adjusted EBITDA of Euronet, which was taken from publicly available “street estimates” of Euronet, and a range of Enterprise Value-to-CY 2026E Adjusted EBITDA multiples of 6.2x to 9.6x derived from the 25^th percentile and median multiples of the selected companies to the CY 2026 estimated adjusted EBITDA of Euronet, which was also taken from publicly available “street estimates” of Euronet. KBW applied a range of Enterprise Value-to-LTM Adjusted EBITDA multiples of 7.8x to 7.9x derived from the 25^th percentile and median multiples of the selected cross-border payment and money transfer companies to the LTM ended June 30, 2025 adjusted EBITDA of Euronet, using the unaudited financial results of Euronet for the fiscal quarters ended September 30, 2024, December 31, 2024 and March 31, 2025 and publicly available consensus “street estimates” of Euronet for the fiscal quarter ended June 30, 2025. KBW then applied a range of Enterprise Value-to-CY 2025E Adjusted EBITDA multiples of 8.8x to 9.3x derived from the 25^th percentile and median multiples of the selected cross-border payment and money transfer companies to the CY 2025 estimated adjusted EBITDA of Euronet, which was taken from publicly available “street estimates” of Euronet, and a range of Enterprise Value-to-CY 2026E Adjusted EBITDA multiples of 8.4x to 9.5x derived from the 25^th percentile and median multiples of the selected

cross-border payment and money transfer companies to the CY 2026 estimated adjusted EBITDA of Euronet, which was also taken from publicly available “street estimates” of Euronet. This analysis indicated the following ranges of the implied value per share of Euronet Common Stock, as compared to the closing price of Euronet Common Stock on July 29, 2025 of $101.19 per share:

No company used as a comparison in the above is identical to Euronet. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

In addition to the financial analyses described above, KBW reviewed with the CoreCard Board for informational purposes, among other things:

KBW was retained by CoreCard solely to render its opinion to the CoreCard Board, and KBW did not act as a financial advisor or other advisor to, or as an agent of, CoreCard or any other person. As part of KBW’s investment banking business, KBW is regularly engaged in the valuation of securities of financial services companies in connection with acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for various other purposes. In the ordinary course of its and their broker-dealer businesses, KBW and its affiliates may from time to time purchase securities from, and sell securities to, CoreCard, Euronet and their respective affiliates. In addition, as market makers in securities, KBW and its affiliates may from time to time have a long or short position in, and buy or sell, debt or equity securities of CoreCard and Euronet.

Pursuant to the KBW engagement agreement, CoreCard agreed to pay KBW a total cash fee of $500,000, a portion of which fee became payable upon the execution of the KBW engagement agreement and the remainder of which fee became payable to KBW concurrently with the rendering of KBW’s opinion. CoreCard also agreed to reimburse KBW for reasonable out-of-pocket expenses and disbursements incurred in connection with its engagement and to indemnify KBW against certain liabilities relating to or arising out of KBW’s engagement or KBW’s role in connection therewith.

Other than in connection with the present engagement, during the two years preceding the date of its opinion, KBW did not provide investment banking or financial advisory services to CoreCard. During the two years preceding the date of its opinion, KBW did not provide investment banking or financial advisory services to Euronet. KBW may in the future provide investment banking and financial advisory services to CoreCard or Euronet and receive compensation for such services.

In considering the recommendation of the CoreCard Board that CoreCard Stockholders vote ”FOR” the Merger Agreement Proposal, CoreCard Stockholders should be aware that CoreCard’s executive officers and non-employee directors have interests in the Merger that may be different from, or in addition to, those of CoreCard Stockholders generally. The CoreCard Board was aware of and considered these interests, among other matters, in approving the Merger Agreement and the Merger and in recommending that CoreCard Stockholders vote their shares of CoreCard Common Stock in favor of the Merger Agreement Proposal, the Advisory Compensation Proposal and the Adjournment Proposal.

For purposes of this disclosure, CoreCard’s executive officers at any time since January 1, 2024, the first day of CoreCard’s 2024 fiscal year (referred to in this section as “executive officers”) are as follows:

For purposes of this disclosure, CoreCard’s non-employee directors at any time since January 1, 2024, the first day of CoreCard’s 2024 fiscal year (referred to in this section as “non-employee directors”) are as follows: A. Russell Chandler, III, Philip H. Moise and Kathryn Petralia.

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

As the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate as of the date referenced, the actual amounts, if any, that may be paid or become payable may materially differ from the amounts set forth below.

Pursuant to the terms of the Merger Agreement, at the Effective Time:

The following table sets forth, for each executive officer of CoreCard, the number of shares of CoreCard Common Stock underlying each of the CoreCard stock options and CoreCard RSUs that were outstanding, and the extent vested or unvested, as of August 29, 2025, which is the assumed Closing Date of the Merger solely for the purposes of the disclosure in this proxy statement/prospectus.